Bloomsbury Publishing Plc
Annual Report and Accounts 2021
Welcome to
Bloomsbury’s 2021
Annual Report
continued Overview
Who we are
Bloomsbury Publishing Plc is an entrepreneurial, independent, worldwide publisher listed on the London Stock Exchange, with
offices in London, Oxford, New York, Sydney and New Delhi, and a joint venture in China.
Bloomsbury was founded in 1986 by its Chief Executive Nigel Newton and three other publishers with the aim of establishing an
independent, medium-sized publisher of books of editorial excellence and originality, publishing literary authors of the highest
quality and sales potential to high standards of design and production.
Following significant early successes, the Company floated on the main London Stock Exchange in 1994. In 2006, Bloomsbury
entered the academic publishing market and embarked upon a strategy of expansion and diversification. This continues today
and underpins the strength and resilience of our business. Since the Company’s inception we have acquired 27 publishers and
imprints.
Bloomsbury is the only major UK publisher to combine general and academic publishing, balancing the steady, high margins of
academic publishing against the volatility of trade publishing with its explosive upside potential as demonstrated by bestsellers
such as Harry Potter, the highest-selling children’s series of our time.
We bring together the best talent in publishing by combining our dedicated, passionate colleagues and our bestselling authors.
Through our single-minded commitment to quality, vigorous pursuit of growth, focus on digital publishing and our diversified,
international strategy, Bloomsbury has grown to become one of the world’s leading independent publishers in academic and
general consumer publishing.
Contents
Overview
2020/2021 Highlights
Bloomsbury’s Culture
Bloomsbury at a Glance
Bestsellers 2020/2021
Chairman’s Statement
Strategic Report
Chief Executive’s Review
Bloomsbury’s Marketplace
Business Model
Strategy
Bloomsbury’s Strategic Priorities
Key Performance Indicators
Divisional Overview
– The Consumer Division
– The Non-Consumer Division
– Group Functions supporting
our Publishing Divisions
– Our International Offices
Financial Review
Principal Risks and Risk Management
Engagement with Stakeholders
Considering our Stakeholders through
the Covid-19 Pandemic
Corporate Responsibility
55
63
65
Governance
Chairman's Introduction to Corporate
Governance
83
Corporate Governance Framework
85
Board of Directors
86
Directors’ Report
88
Corporate Governance Report
94
Nomination Committee Report
101
Audit Committee Report
104
108
Directors’ Remuneration Report
Section 172 Directors’ Duties Statement 129
Financial Statements
Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement of
Comprehensive Income
132
142
143
2
4
6
8
12
14
22
24
25
26
28
30
38
42
43
44
48
144
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
145
Consolidated Statement of Cash Flows 146
Notes to the Financial Statements
147
Company Statement of
Financial Position
Company Statement of
Changes in Equity
Company Statement of Cash Flows
Notes to the Company
Financial Statements
186
187
188
185
Additional Information
Five Year Financial Summary
Company Information
Legal Notice
Notice of the Annual General Meeting
200
201
202
203
Stock code: BMY
Annual Report and Accounts 2021
1
2020/2021 Highlights
Financial highlights
Revenue
£m
£185.1m
+14%
m
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Dividend1
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18.64p
+1356%
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Profit before tax and
highlighted items2
£m
£19.2m
+22%
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17
18
19
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21
17
18
19
20
21
17
18
19
20
21
Profit before tax
Adjusted diluted EPS3 4
Diluted EPS4
£m
£17.3m
+31%
m
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18.68p
+15%
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pence per share
16.71p
+25%
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21
• Revenues increased by 14% to £185.1 million
• Diluted earnings per share grew by 25% to 16.71 pence
(2019/2020: £162.8 million)
(2019/2020: 13.40 pence)4
• Profit before taxation and highlighted items2 grew by
• Net cash of £54.5 million at 28 February 2021, up 74%
22% to £19.2 million, up from £15.7 million in 2019/2020
(2020: £31.3 million)
• Profit before taxation grew by 31% to £17.3 million
• Cash conversion of 142% (2019/2020: 111%)
(2019/2020: £13.2 million)
• Diluted earnings per share, excluding highlighted items3,
grew by 15% to 18.68 pence (2019/2020: 16.23 pence)4
• Final dividend of 7.58 pence per share (2020: bonus issue
with a value equivalent to 6.89 pence per share6)
• Special dividend of 9.78 pence per share
Notes
1 For the year ended 29 February 2020, Bloomsbury had intended to declare a final dividend for the year of 6.89 pence per share. This would have resulted
in a total dividend for the year of 8.17 pence per share. Bloomsbury decided in light of coronavirus to conserve cash and therefore made a bonus issue to
Shareholders in lieu of, and with a value equivalent to, it’s proposed final cash dividend of 6.89 pence per ordinary share. The dividend for the year ended
28 February 2021 includes a special dividend of 9.78p pence per share in recognition of the boom in trading this year.
2 Highlighted items comprise amortisation of acquired intangible assets, legal and other professional costs relating to ongoing and completed acquisitions and
restructuring costs, and a grant under the US Government Paycheck Protection Program.
3 Adjusted diluted EPS is calculated from profit before tax and highlighted items with taxation on profit before tax and highlighted items deducted.
4 Restatement of all prior periods earnings per share due to bonus issue of shares in the year.
5 Publishers association: 2020 Consumer Market up 7% year on year.
6 2019/2020: bonus issue in lieu of, and with a value equivalent to, proposed final dividend of 6.89 pence per share.
2
www.bloomsbury.comBloomsbury Publishing Plc
Operational highlights
Consumer division
• Outstanding Consumer revenue growth of 22% to £118.3
Non-Consumer division
• Resilient Non-Consumer performance, with revenue growth of
million (2019/2020: £96.8 million)
1% to £66.8 million (2019/2020: £66.0 million)
• Consumer profit before taxation and highlighted items2
• Non-Consumer profit before taxation and highlighted items2
increased by 61% to £14.2 million (2019/2020: £8.9 million)
of £5.4 million (2019/2020: £6.7 million)
• Very strong Adult Trade performance, with revenue up 17%
to £43.7 million (2019/2020: £37.4 million) and profit before
taxation and highlighted items2 up 145% to £3.9 million
(2019/2020: £1.6 million)
• Excellent Children’s Trade performance, with revenue growth
of 26% to £74.6 million (2019/2020: £59.4 million) and profit
before taxation and highlighted items2 up 42% to £10.4
million (2019/2020: £7.3 million)
• Sales of Sarah J. Maas’ titles grew by 129% and Harry Potter
• Bloomsbury Digital Resources (“BDR”) revenues growth of
49% to £12.4 million (2019/2020: £8.3 million) and profit of
£2.9 million (2019/2020: £0.7 million)
• Digital format sales now comprise 33% of Non-Consumer
revenues, a CAGR of 31% over four years
• Good Academic & Professional performance, with revenue
growth of 3% to £44.3 million (2019/2020: £43.1 million) and
profit before taxation and highlighted items2 of £4.3 million
(2019/2020: £4.8 million)
sales grew by 7%
• Appointment of Ian Hudson as Managing Director, Consumer
Publishing, and Paul Baggaley, Editor-in-Chief, Adult
Consumer Publishing; an industry leading team to drive our
ambitious growth plans
Read more in our performance
section on pages 14 to 21
• Acquisition of Red Globe Press assets in April 2021 for
£3.7 million, accelerating our digital growth and our
significant presence in humanities and social sciences
academic publishing
• Voted “Academic, Educational and Professional Publisher of
the Year” at the 2021 British Book Awards
• BDR partnerships with Taylor & Francis and Human Kinetics
launched, and new partnerships with Yale University Press,
Liverpool University Press and the Stratford Festival
Consumer revenue up by
22%*
Consumer profit up by
61%
* significantly outperforming the industry’s 7% growth5
Bloomsbury Digital Resources
revenue up by
49%
Digital format sales comprise
33%
of Non-Consumer revenues
Winner - Academic, Educational and Professional Publisher of the Year
“This is Bloomsbury’s third win in this
category in nine years: testament to
consistently strong growth and innovation
that not even a pandemic could disrupt. In
fact, the closure of universities and schools,
and a sudden shift to remote learning,
played to Bloomsbury’s strengths in digital
resources, including its deep archives of
specialist research content and e-books.
It moved quickly to meet the needs of
students, teachers, academics and librarians,
opening up free access to a swathe of its
databases, backed by an effective Read
On campaign that promoted its support for
home study. There tends to be little overlap
between trade and academic publishing,
but in 2020 Bloomsbury showed a rare
mastery of both. “To grow sales in such a
tough year for all its staff, customers and
partners is remarkable,” said the judges.
“Bloomsbury is an all-round smart and
creative business with timely and topical
publishing… there’s a strategic element to
everything it does”.“
Extract from The Bookseller — www.thebookseller.com/british-book-awards/academic-publisher-of-the-year
3
Stock code: BMYAnnual Report and Accounts 2021Overview Bloomsbury’s Culture
Our mission
Our mission is to be an entrepreneurial, independent publisher
of works of excellence and originality to a worldwide audience.
Our purpose
Our purpose is to inform, educate, entertain and inspire readers
of all ages. We champion a life-long love of reading and learning
to help build a reading culture with all the benefits which that
brings society.
Our people
Bloomsbury aims to promote a culture of creativity and
collaboration, inclusivity and respect, and ethical practice. Our
culture is shaped by our people, our common purpose, and our
shared values.
The pandemic has served to demonstrate how we live our
values. In the face of personal and professional challenge, our
colleagues have shown remarkable resilience, positivity and
determination to support the Company and each other, and to
keep serving our authors and our customers through a volatile
and uncertain period. The collaborative spirit with which our
teams have responded to the disruptions of the pandemic, the
agility with which they have adapted to working remotely, and
the creativity they have shown in pivoting to doing business in
a virtual world are reflective of Bloomsbury’s strong and positive
culture.
Our success is due to the belief, commitment and hard work of
our talented employees, and never more so than this year. The
Board and senior management are committed to fostering this
culture of partnership and trust, entrepreneurship and agility in
support of individual and collective success and will continue
to demonstrate Bloomsbury’s values throughout their work and
discussions. Bloomsbury’s culture continues to evolve through
our HR initiatives and our work on diversity and inclusion which
are directed at capturing the full potential of the talented people
who work at Bloomsbury and driving value creation for our
stakeholders.
Read more about our HR and DE&I initiatives in our
Corporate Responsibility section on pages 74 to 75
Engaging with our stakeholders and making good long-
term decisions
Stakeholder engagement is integral to how we do business
and to the formulation and execution of our strategy for
achieving long-term success. Respect and consideration for our
stakeholders in how we do business delivers better outcomes
not just for Bloomsbury, but for society as a whole. Through
broad engagement, our business decisions are informed by a
wide range of perspectives, allowing us to deliver value and
opportunities to our stakeholders groups, balanced between
both the short and the long term. The interests of our various
stakeholders and the consequences of any decision in the
long term are considered carefully by the Board. The Board
recognises that it sometimes has to make decisions based on
the competing priorities of our stakeholders. Our stakeholder
engagement enables the Board to understand and consider all
relevant interests and factors in its decision-making process in
order to select the course of action that best leads to the success
of Bloomsbury in the long term at the same time as serving the
interests of the Company’s stakeholders as a whole.
Read more about our engagement with stakeholders in our
Engagement with Stakeholders section on pages 55 to 64
Our values
independent
independent
collaborative
ethical
determined
inclusive
Independence Collaboration
Ethical
attitude
Determination
Inclusiveness
entrepreneurial
Author focussed
optimistic
sustainable
Entrepreneurial
spirit
Author focus
Optimism
Sustainability
4
www.bloomsbury.comBloomsbury Publishing Plc Sustainability and ESG
Sustainability is at the heart of Bloomsbury’s business. It informs
our culture and our strategic priorities as set out on page 27 of
the Strategic Report.
Bloomsbury’s core business of publishing books and resources to
inform, educate and inspire is itself a social good. Our activities
have a significant beneficial social impact globally through the
publication of a diverse and inclusive range of titles from an
international author base, across a wide range of genres and
disciplines. We promote literacy through our publications for
children and our work with literacy organisations and charities.
We support learning and help to advance equity through
education by way of our extensive portfolio of educational and
academic resources for teachers and students. We believe that
books have the power to change and shape lives, whether
consumed for entertainment or education. The pandemic,
combined with the social justice movements we have seen during
the year, have served to highlight the societal impact of books.
This has been illustrated by the huge upsurge in reading during
the pandemic and the significant increase in sales of books
about race and social inequalities. The National Literacy Trust has
reported, based on its 10th Annual Survey into children’s reading
in 2020, that 60% of the children surveyed felt that reading had
provided refuge and supported their mental well-being during
the period of lockdown. During school closures, Bloomsbury
was amongst a number of publishers which made educational
and other resources freely available to teachers and librarians
to support the continuing provision of education during these
periods.
We are committed to helping authors, both new and established,
bring original and powerful works across an array of genres
and subjects to readers and learners worldwide, sharing
ideas, knowledge and experience by publishing creatively and
effectively in all formats across the diverse lists of our Consumer
and Non-Consumer Divisions.
There is a pressing need to do more to enable and support the
inclusion of people from all backgrounds and identities in our
business and the wider publishing industry, to ensure that diverse
voices both reflect and shape our culture and society. The events
of the past year, the shocking death of George Floyd and the
social justice movement which followed it have highlighted the
urgency of taking ambitious steps to achieve this and we have
accelerated our activities in this area to drive change, both in
respect of our workforce and the books we publish.
Our social outreach includes significant donations to, and staff
volunteering with, various organisations seeking to support
literacy, alleviate poverty, reduce social inequalities and injustice,
and protect the environment.
We are determined to nurture and develop our employees to
their highest potential, and to promote a working environment
that stimulates creativity and collaboration, and is inclusive,
supportive and ethical. Our overriding priority during the
year and throughout the challenges raised by the coronavirus
pandemic has been the safety and well-being of our staff. We
have introduced a range of initiatives to support our employees,
including the provision of monetary allowances for the purchase
of equipment to facilitate working from home, fully flexible
working hours, mental health seminars and monthly worldwide
Town Halls to ensure Bloomsbury’s workforce is well-informed
about business developments and management decisions
in response to the constantly changing circumstances of the
pandemic. In light of our experiences of remote working during
the pandemic, and in response to feedback from our workforce,
we have reviewed our working practices and are implementing
long-term changes which will allow for greater flexibility for
employees and a balance between home and office working.
We have made significant progress in our work on environmental
sustainability, including by setting emission reduction targets
to align with the goals of the Paris Agreement, and this area
remains of the utmost importance to Bloomsbury’s Board and
management.
Read more on each of these areas in our Corporate
Responsibility section on pages 65 to 81
We intend to undertake a materiality assessment in 2021/2022
to further identify and assess potential environmental, social and
governance issues that could affect our business and to better
understand the ESG topics that matter most to our internal and
external stakeholders. This insight will enable us to consider how
to further align our broader business performance and societal
impact with the expectations of our shareholders, stakeholders
and society at large, and will serve to prioritise areas of focus and
guide our future sustainability strategy and reporting.
Publishing with a social mission
5
Stock code: BMYAnnual Report and Accounts 2021Overview Bloomsbury at a Glance
Bloomsbury is an independent, international publisher, combining academic, educational and general fiction and non-fiction publishing for
consumers, children, teachers, students, researchers and professionals.
Bloomsbury offers authors and illustrators access to global markets in multiple formats and via multiple channels: in print, as ebooks
and audio books, through digital downloads and apps and via online educational databases; in schools, libraries and universities
and through terrestrial and online retailers. Our entrepreneurial teams in New York, London, Oxford, New Delhi, Sydney, and China
(through our joint venture partnership with China Youth Publishing Group and its subsidiary Roaring Lion Media) serve all territories.
Our mission and purpose are set out on page 4 of this Annual Report; our strategy for achieving our mission and purpose is
summarised on pages 25 to 27 of the Strategic Report.
Strong financial position and liquidity
Diversified portfolio of content and services
Global brand recognition
Access to global markets and partners
Access to global markets and partners
Diversified portfolio of content and services
Strong financial position
and liquidity
Bloomsbury’s growth remains strong as a result
of the successful execution of our diversified,
international strategy, organic digital growth
which has been accelerated by the coronavirus
pandemic, and by acquisition. The bulk of
Bloomsbury’s turnover each year comes from its
backlist: repeat sales on older titles and services.
Over 64% of revenues comes from outside the
United Kingdom. An increasing percentage of
revenue derives from digital formats, much of
which is annuity-based income. Bloomsbury had
cash reserves of £54.5 million at 28 February
2021, the result of excellent trading through
the pandemic and swift measures taken by
the Board to strengthen Bloomsbury’s balance
sheet and liquidity, as well as a more profitable
product mix.
See pages 44 to 47 to read more
Brand reputation
Bloomsbury’s brand reputation is for excellence
and originality and our brand is recognised
worldwide due to Bloomsbury’s high-calibre
authors and illustrators. Our publishing is known
for its high production values and award-winning
design, and our Academic list for its scholarly
excellence and focus on digital delivery to the
modern student.
See pages 32 to 35 and 40 to 41
to read more
Global markets and partners
Bloomsbury has relationships with over 1,200
customers in over 90 countries worldwide.
Bloomsbury’s customer base ranges from
small independent bookshops to large online
retailers. In addition, we have relationships
with wholesalers for print and ebooks which
supply retail customers and libraries, both
public and academic. Bloomsbury also sells
direct to academic and educational institutions
and corporate and professional bodies via our
Academic and Professional digital resource
platforms, and direct to consumers via our
consumer-facing websites.
See pages 22 to 23 to read more
Diversified portfolio
Bloomsbury has a back catalogue of over
50,000 active titles and digital services.
These appeal to a wide range of audiences,
with an increasing percentage classified as
‘must have’ for professionals, academics and
students. Our Consumer lists are increasingly
diverse, with sizeable lists in specific areas
of non-fiction, such as cookery, sport, crime,
health and well-being and natural history,
as well as best-selling award-winning fiction
lists for both adults and children. This
diversified portfolio has enabled Bloomsbury
to benefit from recent changes arising out
of the coronavirus pandemic, including the
accelerated shift from print to digital products
to support remote learning and increased
consumer demand for titles across multiple
platforms and formats.
See pages 30 to 43 to read more
Read more about our Business Model on page 24.
6
www.bloomsbury.comBloomsbury Publishing Plc Our two operating Divisions
The Group is organised as two worldwide publishing Divisions supported by global back office functions.
These Divisions reflect the core customers for our different operations.
Consumer Division
Non-Consumer Division
The Consumer Division publishes trade books for both adults
and children in print, ebook, and audio book formats, and
sells these books globally. The categories of titles that are
published in each of these Consumer subdivisions are as
follows:
• Adult Trade – fiction, non-fiction and cookery
• Children’s Trade – fiction, non-fiction, picture books, pre-school
titles and activity books
Profit*
£14.2m
Revenue
£118.3m
Profit*
£5.4m
* Profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.
The Non-Consumer Division comprises the Academic &
Professional, Special Interest and Education publishing
subdivisions within Bloomsbury. The Division provides content
for the following end-users:
• Academic institutions
• Primary and secondary
• Libraries
• Corporates
• Professional bodies
• Students and Academics
schools
• Teachers and trainee
teachers
• Special interest
communities
Revenue
£66.8m
Revenue split by division
Revenue split by sub-division
Consumer 64%
Non-Consumer 36%
Adult 24%
Children’s 40%
Academic & Professional 24%
Special Interest 12%
7
Stock code: BMYAnnual Report and Accounts 2021Overview Bestsellers 2020/2021
Print
Ebook
Audio
Crescent City:
House of Earth
and Blood
Sarah J. Maas
Court of Thorns
and Roses
Sarah J. Maas
Why I’m No
Longer Talking
to White People
About Race
Reni Eddo-Lodge
Court of Mist
and Fury
Sarah J. Maas
Court of Wings
and Ruin
Sarah J. Maas
Such a Fun Age
Kiley Reid
The Dutch House
Ann Patchett
Piranesi
Susanna Clarke
Throne of Glass
Sarah J. Maas
1
2
3
4
5
6
7
8
9
10
The Madness
of Crowds
Douglas Murray
Throne of Glass
Sarah J. Maas
The Anarchy
William Dalrymple
Why I’m No Longer
Talking to White
People About Race
Reni Eddo-Lodge
Heir of Fire
Sarah J. Maas
Crown of Midnight
Sarah J. Maas
The Dutch House
Ann Patchett
Silk Roads
Peter Frankopan
Humankind
Rutger Bregman
Lost Connections
Johann Hari
10
Court of Frost
and Starlight
Sarah J. Maas
1
2
3
4
5
6
7
8
9
10
Harry Potter Box
Set: The Complete
Collection (Children’s
Paperback)
J.K. Rowling
Court of
Silver Flames
Sarah J. Maas
1
2
Harry Potter and the
Philosopher’s Stone
3
J.K. Rowling
4
5
6
7
8
9
Dishoom: From
Bombay with Love
Shamil Thakrar,
Naved Nasir and Kavi
Thakrar
Harry Potter Box
Set: The Complete
Collection (Children’s
Hardback)
J.K. Rowling
Why I’m No Longer
Talking to White
People About Race
Reni Eddo-Lodge
Harry Potter and the
Philosopher’s Stone:
MinaLima Edition
J.K. Rowling
Harry Potter and the
Chamber of Secrets
J.K. Rowling
Harry Potter and the
Philosopher’s Stone:
Illustrated Edition
J.K. Rowling
Harry Potter and the
Goblet of Fire
J.K. Rowling
Note: Rank is based on revenue.
8
www.bloomsbury.comBloomsbury Publishing Plc
continuedcontinued 5
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Harry Potter and the
Philosopher’s Stone published
The first hardback print run was
only 500 copies. To date, the entire
series has sold over 500 million
copies worldwide, more than the
combined populations of the UK,
Australia and the USA.
Harry Potter and the Chamber
of Secrets published
Despite being the second
shortest book, this is the
longest film in the series.
Harry Potter and the Prisoner
of Azkaban published
Bloomsbury published the book at
3.45 p.m. to allow children time
to collect their copies after school
had finished.
Harry Potter and the Goblet of
Fire published
Booksellers coordinated the first
ever global midnight release
of a book (specifically, one minute
past midnight) so everyone could
experience the magic at the same time.
Fantastic Beasts and Where
to Find Them and Quidditch
Through the Ages published
These companion books to the world
of Harry Potter to date have raised
over £20 million for Comic
Relief and Lumos.
Harry Potter and the Order of
the Phoenix published
The phoenix is
one of J.K. Rowling’s
favourite magical beasts
in the Harry Potter series.
HARRY
Harry Potter and the
Half-Blood Prince published
It would take one person 2,600
years to read every copy of Harry
Potter and the Half-Blood Prince sold
in the UK alone on the first day of
its release.
Harry Potter and the Deathly
Hallows published
Fewer than seven people were
allowed to read the book before it
was published.
The Tales of Beedle the Bard
published
The book was originally produced
in a limited edition of only seven
copies, each handwritten
and illustrated by J.K. Rowling.
Proceeds go to Lumos.
A new face of Harry Potter,
illustrated by Jonny Duddle,
is revealed
Jonny Duddle was
one of four
illustrators approached
by Bloomsbury to do a test cover.
The first fully illustrated
edition of Harry Potter,
illustrated by
Jim Kay, published
Jim Kay uses real-life people
to inspire his character
illustrations. He spotted his
Harry Potter on the London
Underground!
The first Harry Potter
Book Night
Harry Potter Book Night was held
for the first time on 4th February
2015. Fans, bookshops, schools
and libraries celebrated with a
total of OVER 12,000 events
around the world.
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10
www.bloomsbury.comBloomsbury Publishing Plc
HARRY
POTTER
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The second fully illustrated
edition of Harry Potter,
illustrated by Jim Kay,
published
Jim Kay was in spellbinding
form with his dazzling full-colour
illustrations in this stunning edition.
Illustrated Edition of Fantastic
Beasts and Where to Find Them
published
The wild wonders of the wizarding
world beautifully illustrated by
Olivia Lomenech Gill.
Harry Potter – A History
of Magic: The Book of the
Exhibition published
The official book of the exhibition,
a once-in-a-lifetime
collaboration between
Bloomsbury, J.K. Rowling and the
brilliant curators of the British Library.
Four Hogwarts House
Editions of Harry Potter
and the Philosopher’s Stone
published
26th June 2017 marked 20 years
since the first publication of Harry
Potter and the Philosopher’s Stone.
Harry Potter and the
Prisoner of Azkaban
Illustrated Edition published
More breathtaking scenes and
unforgettable characters,
illustrated by Jim Kay.
Illustrated Edition of
The Tales of Beedle the Bard
published
The original fairy tales from the
wizarding world reimagined by three
times winner of the Kate
Greenaway Medal, Chris Riddell.
Harry Potter and the Goblet
of Fire Illustrated Edition
published
Dragons, daring and danger
abound in the fourth Illustrated
Edition by Jim Kay.
Quidditch Through the Ages
Illustrated Edition published
Bursting with glorious
illustrations and magical
memorabilia, illustrated by Emily
Gravett.
Fantastic Beasts: The Wonder
of Nature published
The official companion to a unique
exhibition at the world-famous
Natural History Museum.
11
Stock code: BMYAnnual Report and Accounts 2021Overview
Chairman’s Statement
This was the year that showed the benefits of Bloomsbury’s long-term diversification
strategy. A strong backlist plus the bold decision to continue publishing new titles all
the way through the pandemic meant that the Company was able to ride the upswing in
consumer sales that started in the late spring, increasing its market share in the process.
On the Non-Consumer side, the investment in Bloomsbury Digital Resources (“BDR”)
that has been sustained over the past five years allowed the Company to capitalise on
the switch to digital learning that has been accelerated by coronavirus. BDR achieved a
73% increase in the number of its academic customers over the year, helping to offset
the inevitable squeeze on academic print sales as libraries everywhere were obliged to
close their doors.
Taken together with high rates of cash conversion and a tightly managed balance sheet,
this means the Company emerges from this troubled year significantly stronger than
when it went in.
We are determined to build on this success in the years ahead. Investment in digital
channels will remain central to our plans, as will further expansion in Non-Consumer
publishing with its higher and more predictable margins and digital opportunities
around the world. On the Consumer side, there will be a renewed focus on discovering
and championing outstanding authors and illustrators, reinforcing Bloomsbury’s high
quality reputation. And of course, the Harry Potter series will remain a jewel in the
collection, continuing to enthrall new generations of young readers. The strong balance
sheet will allow Bloomsbury to make further acquisitions to reinforce its position in
both the Consumer and Non-Consumer sides of the business, balancing risk with
opportunities as they arise.
A progressive dividend policy remains a high priority for the Board, as can be seen by
the payments proposed for this past year. So does a commitment for the Company to
be a model when it comes to environmental matters. We have set and submitted for
validation demanding new targets against which to measure our performance, and this
subject is on the agenda at all our meetings.
The past year has shown the resilience of Bloomsbury people everywhere, with a
seamless shift to working from home and innovative ways of communicating with
each other and developing the business. All this has inevitably taken its toll in terms
of stresses and strains, and I would like to thank them all for their extraordinary
performance in the most challenging of circumstances. Nowhere has the impact of the
pandemic been more devastating than in India, and on behalf of the Company and its
Shareholders I would like to send our deepest sympathy to those of our colleagues in
Delhi who have suffered great personal losses in recent months.
John Warren, who joined the Board in 2015, will step down at the Annual General
Meeting in July. We will greatly miss his sound judgement, wide experience, and good
humour. He will be succeeded as Chair of the Audit Committee and Senior Independent
Director by Leslie-Ann Reed. Baroness Lola Young of Hornsey joined the Board earlier
this year, bringing with her a wealth of understanding in cultural and diversity matters.
Nigel Newton was awarded the CBE in the New Year Honours list, a great tribute to his
contribution to the publishing business and to millions of readers. Three cheers for him.
The current year has got off to a good start. There is a strong list of publications
planned for the coming months, and the recent acquisitions are settling in well. Some
of the clouds that loomed so large a year ago have started to lift. I am confident that
Bloomsbury is in good shape to make further progress.
Sir Richard Lambert,
Non-Executive Chairman
“This was the
year that showed
the benefits of
Bloomsbury’s long-
term diversification
strategy...the
Company emerges
from this troubled
year significantly
stronger than when
it went in.”
Sir Richard Lambert
Non-Executive Chairman
12
Bloomsbury Publishing Plc
www.bloomsbury.com Chairman’s Statement
Strategic report
Bloomsbury
Digital Resources
serves a global
community of
students, scholars,
instructors, and
librarians by
providing creative
online research
and learning
environments that
deliver excellence
and originality
Strategic
Report
Chief Executive’s Review
Bloomsbury’s Marketplace
Business Model
Strategy
Bloomsbury’s Strategic Priorities
Key Performance Indicators
Divisional Overview
– The Consumer Division
– The Non-Consumer Division
14
22
24
25
26
28
30
38
– Group Functions supporting our
Publishing Divisions
– Our International Offices
Financial Review
Principal Risks and Risk Management
Engagement with Stakeholders
Considering our Stakeholders through
the Covid-19 Pandemic
Corporate Responsibility
42
43
44
48
55
63
65
Stock code: BMY
Annual Report and Accounts 2021 13
Chief Executive’s Review
Our mission at Bloomsbury is to be an entrepreneurial, independent publisher of works
of excellence and originality to a worldwide audience.
Our purpose at Bloomsbury is to inform, educate, entertain and inspire readers of all
ages. We champion a life-long love of reading and learning to help build a reading
culture with all the benefits that brings society.
Our values are to be independent, entrepreneurial, collaborative, author-focused,
ethical, optimistic, determined, inclusive and sustainable.
Embedded in our purpose is the social good that comes from publishing. Many of our
books are in themselves a social good which have made a positive impact on readers
and, in a few cases, helped make the world a better place. The Harry Potter series, aside
from its commercial success, encouraged more reluctant readers – especially boys – to
pick up a book and read for pleasure around the world than any other book published at
that time. Books about structural racism like Why I’m No Longer Talking to White People
About Race by Reni Eddo-Lodge and White Rage by Carol Anderson have the power to
educate and contribute to a change of attitudes in society.
Our clear sense of purpose, and our shared values, are the foundation of Bloomsbury’s
strategy for building a sustainable business and guide our priorities and decision-making
throughout the Group. They shape our culture and define Bloomsbury’s character. They
unite and connect colleagues around the world and are the cornerstone of our approach
to publishing.
We are committed to helping authors, both new and established, bring original
and powerful works across an array of genres and subjects to readers and learners
worldwide, sharing ideas, knowledge and experience, and challenging the status quo.
Our independence allows us the freedom to publish in a manner that reflects the value
we place on being inclusive by publishing works from a wide spectrum of international
– and often contrarian – voices. We are entrepreneurial in the way we seek out new
opportunities to reach more readers and learners, whether by entering into new
markets, as we have done with Bloomsbury China, or leveraging our digital rights and
our resources in response to the increasing demand for digital products. Determination,
optimism and high standards underline the actions we take in pursuit of our purpose,
and inform our dealings with all our stakeholders.
I am grateful to our colleagues for demonstrating the strong and positive culture of
Bloomsbury in the way in which they have risen to meet the challenges of the pandemic,
and their commitment to ensuring Bloomsbury’s continued success in the midst of a
global crisis and during what has been a personally and professionally demanding
time. Bloomsbury’s excellent performance despite the volatility and difficulties of the
pandemic, including the closure of many of our customers worldwide during periods of
lockdown, is testament to how our values drive our behaviours, and to the strength and
cohesion of the Bloomsbury community.
“The popularity of
reading has been
a ray of sunshine in
an otherwise very
dark year.”
Nigel Newton
Founder and
Chief Executive
14 Bloomsbury Publishing Plc
www.bloomsbury.com Chief Executive’s Review
− As the originating publisher of J.K.
Rowling’s Harry Potter, to ensure
that new children discover and
read it for pleasure every year.
2020/2021: 7% growth in Harry
Potter title sales, 23 years after first
publication.
•
International Expansion
− Expand international revenues
and reduce reliance on UK market.
2020/2021: increased overseas
revenues to 64% of Group revenue;
81% of Academic BDR sales are
international.
• Employee Experience and
Engagement
Our success is driven by our
colleagues’ expertise, passion and
commitment. We understand the
importance of attracting, supporting
and engaging colleagues wherever
they work.
− To be an attractive employer for
all individuals seeking a career in
publishing regardless of background
or identity;
− Focus on targeted initiatives
to create an environment that
promotes diversity, nurtures
talent, stimulates creativity and
collaboration, supports well-being
and is respectful of difference.
2020/2021:
− Expanded our Diversity and
Inclusion (“D&I”) Working Groups,
supported by our nine employee-
led network groups;
− Appointed Baroness Young to the
Board to help Bloomsbury improve
our D&I practices;
− With our staff, we are working on
recruitment, staff engagement,
training and our networks;
The pandemic has served to illustrate
and reinforce the importance of fostering
a strong company culture and sense of
belonging amongst our colleagues. It has
also highlighted the interdependence
of Bloomsbury and its stakeholders and
the importance of nurturing long-term
relationships with our stakeholders
based on a strong understanding of their
interests and concerns.
Strategy
Bloomsbury’s long-term growth strategy is
aimed at diversifying into digital channels
and building quality revenues, increasing
earnings and building on the strategic
success of the last six years. To achieve
this, we are focused on a number of long-
term strategic objectives, which include:
• Non-Consumer
− Grow Bloomsbury’s portfolio
in Non-Consumer publishing.
Non-Consumer publishing is
characterised by higher, more
predictable margins and greater
digital and global opportunities.
2020/2021: delivered 52% growth
in Non-Consumer digital.
− Achieve BDR revenue of £15
million and profit of £5 million for
2021/2022.
2020/2021: delivered £12.4 million
revenue, up 49%, and profit of £2.9
million, up £2.2 million.
• Consumer
− Discover, nurture, champion and
retain high-quality authors and
illustrators, while looking at new
ways to leverage existing title rights.
2020/2021: Bestsellers included
Why I’m No Longer Talking to White
People About Race by
Reni Eddo-Lodge, Such a Fun Age
by Kiley Reid, Piranesi by Susanna
Clarke and Humankind by Rutger
Bregman.
− Grow our key authors through
effective publishing across all
formats alongside strategic sales
and marketing.
2020/2021: 129% growth in sales
of Sarah J. Maas title sales, with
both new titles: Crescent City:
House of Earth and Blood and A
Court of Silver Flames reaching
Number One on the New York
Times bestseller list.
15
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Chief Executive’s Review
− Recognised by the Financial Times’
‘Europe’s Climate Leaders 2021’ –
the 300 companies that achieved
the greatest reduction in their
greenhouse gas emissions intensity
between 2014 and 2019, aligned with
revenue growth; and
− Supporting the Woodland Trust and
Reforest’Action for three years.
Creating value for stakeholders
Bloomsbury creates value for our
stakeholders through our business model,
set out on page 24.
Highlights for 2020/2021 are:
Consumers and society
We publish works of excellence and
originality – to inform, educate, entertain
and inspire, supporting literacy and
culture. During the year, the excellence
of our publishing was recognised
through prizes including the British Book
Awards Non-Fiction Book of the Year
for Lisa Taddeo’s Three Women, and No
Visible Bruises by Rachel Louise Snyder
achieving both the Hillman Prize for Book
Journalism and the Helen Bernstein Book
Award for Excellence in Journalism.
Our economic and social contribution
to our communities was delivered
through tax contributions, charitable
donations, set out on pages 65 to 68,
and partnerships, including publishing
The Book of Hopes and Portraits for NHS
Heroes with donations to NHS Charities
Together.
Authors and illustrators
We help our authors and illustrators to
create stories and communicate ideas
to a global audience, connecting them
with readers worldwide through multiple
formats and channels. Bestsellers in the
year included the Sunday Times and
New York Times bestseller Why I’m No
Longer Talking to White People About
Race by Reni Eddo-Lodge, Such a Fun
Age by Kiley Reid, Lose Weight and
Get Fit by Tom Kerridge, Three Women
by Lisa Taddeo, White Rage by Carol
Anderson and Women Rowing North by
Mary Pipher. Frontlist success came from
new titles including Humankind by Rutger
Bregman, the New York Times bestsellers
Piranesi by Susanna Clarke and Outlawed
by Anna North.
Shareholders
We are a resilient, global publishing
company with a diversified portfolio.
Our strong and resilient diversified,
international strategy enabled us to
+14%
Revenue
+25%
Diluted earnings per share
− With our publishing, we seek to
publish diverse voices. We intend
to monitor our publishing so we
can ensure our list balance is
representative of the societies
we live in, and partner with
organisations that can help us
achieve these aims;
− Continued focus on employee
engagement and development
initiatives, including Employee
Voice Meetings, monthly online
Town Halls and our apprenticeship
and mentoring schemes; and
− Increased flexible working to
support employees.
• Sustainability
− Continue to switch to renewable
energy across all sites, with the goal
of net zero emissions in line with the
Paris Agreement.
2020/2021:
− Measured Scope 1 and 2 emissions,
our operational footprint, and set
reduction targets in line with the
Paris Agreement. Measured Scope
3 emissions for the first time and set
targets; we are committed to working
with our suppliers to make further
significant emissions reductions
across our supply chain. Our Scope 1,
2 and 3 targets have been submitted
to the SBTi for validation;
16
continuedwww.bloomsbury.comBloomsbury Publishing Plc deliver 25% growth in diluted earnings
per share, to 16.71 pence.
In light of our strong financial position,
confidence in the business and the
importance of delivering attractive
Shareholder returns in accordance with
our dividend policy, the Board proposes
an increase of 10% to our final dividend to
7.58 pence per share. In addition, and in
recognition of such a boom in trading this
year, we are proposing a special dividend
of 9.78 pence per share. The Board
greatly appreciates the support of our
Shareholders during such unprecedented
circumstances.
Since the year end, we have achieved
another key step in the delivery of our
strategic growth strategy and driving
our Non-Consumer business, with the
acquisition of the Red Globe Press list.
Bloomsbury is well positioned for the
future, with significant headroom for
further acquisition opportunities.
Employees
We create rewarding work, enabling
ongoing professional development, and
the opportunity for our employees to
align with a business with a strong socially
responsible purpose, entrepreneurial spirit
and compelling global opportunity in a
dynamic marketplace. During the year,
we continued our focus on employee
engagement and development initiatives,
including Employee Voice Meetings,
monthly online Town Halls, mentoring
schemes, expansion of Diversity and
Inclusion (“D&I”) Networks which
complement and inform the activities of
our D&I Working Group, and increased
flexible working to support employees.
Partners
We generate business activity that creates
commercial opportunity for our supplies,
business partners and commercial
customers.
In addition, during the year, we supported
independent bookshops during
lockdown by sharing our ecommerce
and distribution channels. Since then, we
worked with the Booksellers Association
supporting and championing independent
bookshops as they reopen.
Key risks and management
The focus of Bloomsbury’s risk
management process is on identifying,
evaluating and managing risk, with the
goal of supporting the Group in meeting
its strategic and operational objectives.
The principal risks of the Group and how
these link to our strategic priorities are set
out on pages 48 to 54.
Overview of 2020/2021
The popularity of reading has been a ray
of sunshine in an otherwise very dark year.
The year ended 28 February 2021 saw an
outstanding performance by Bloomsbury,
with 14% revenue growth to £185.1
million (2019/2020: £162.8 million) and
a 22% increase in profit before taxation
and highlighted items to £19.2 million
(2019/2020: £15.7 million). Profit before
taxation increased by 31% to £17.3 million
(2019/2020: £13.2 million).
The strength of demand for our titles, in
print, ebook and audio, and the surge in
sales of our digital products, demonstrate
the strength of our long term growth
strategy.
Our Bloomsbury Digital Resources
(“BDR”) strategy positioned us well
to deliver further growth from the
accelerated shift to digital learning,
with a 73% increase in the number of
17
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Chief Executive’s Review
Academic customers during the year. BDR
delivered 49% revenue growth year-on-
year and generated profit of £2.9 million
(2019/2020: £0.7 million).
The highlighted items of £1.8 million
(2019/2020: £2.5 million) consist of the
amortisation of acquired intangible assets
of £1.8 million (2019/2020: £1.7 million),
one-off legal and other professional
fees relating to the acquisitions and
restructuring costs of £1.3 million
(2019/2020: £0.6 million) and a one-off
US government grant under the Paycheck
Protection Program of (£1.3 million). The
effective rate of tax for the year was 21%
(2019/2020: 21%). The adjusted effective
rate of tax, excluding highlighted items,
was 20% (2019/2020: 19%). Diluted
earnings per share, excluding highlighted
items, grew 15% to 18.68 pence
(2019/2020: 16.23 pence). Including
highlighted items, profit before tax was
£17.3 million (2019/2020: £13.2 million)
and diluted earnings per share grew 25%
to 16.71 pence (2019/2020: 13.40 pence).
18
Consumer Division
The Consumer Division consists of Adult
and Children’s trade publishing. The
Consumer Division generated outstanding
revenue growth of 22% to £118.3 million
(2019/2020: £96.8 million). Profit before
taxation and highlighted items increased
by 61% to £14.2 million (2019/2020: £8.9
million). Profit before taxation increased
to £14.2 million (2019/2020: £8.8 million).
The excellent performance was from both
the Adult and Children’s divisions, across
front and backlist titles.
Bloomsbury’s Consumer growth
outperformed the rest of the UK market,
in both print and digital formats; the
Publishers Association reported Consumer
growth of 7% for 2020.
Adult Trade
The Adult division achieved very strong
growth with a 17% increase in revenue to
£43.8 million (2019/2020: £37.4 million)
and profit before taxation and highlighted
items increasing by 145% to £3.9 million
(2019/2020: £1.6 million). This was driven
by bestsellers from our front and backlist.
Bestsellers in the year from our backlist
included the Sunday Times and New
York Times bestseller Why I’m No Longer
Talking to White People About Race by
Reni Eddo-Lodge, the Sunday Times
bestsellers Such a Fun Age by Kiley Reid,
Lose Weight and Get Fit by Tom Kerridge
and Three Women by Lisa Taddeo. New
York Times bestsellers included White
Rage by Carol Anderson and Women
Rowing North by Mary Pipher. Further
backlist bestsellers included Dishoom:
From Bombay with Love by Shamil Thakrar,
Kavi Thakrar and Naved Nasir and The
Song of Achilles by Madeline Miller.
Frontlist success came from new titles
including Humankind by Rutger Bregman,
the New York Times bestsellers Piranesi
by Susanna Clarke and Outlawed by Anna
North, The Book of Trespass by Nick
Hayes, We Are Bellingcat by Eliot Higgins
and The Mask Falling by Samantha
Shannon.
Children’s Trade
Children’s sales also delivered excellent
growth, with a 26% increase to £74.6
million (2019/2020: £59.4 million).
Profit before taxation and highlighted
items increased by 42% to £10.4 million
(2019/2020: £7.3 million). Sales of the
Harry Potter titles were 7% ahead of last
year. Harry Potter and the Philosopher’s
Stone was the third bestselling children’s
book of the year on UK Nielsen Bookscan.
continuedwww.bloomsbury.comBloomsbury Publishing Plc Bloomsbury acquired certain assets of Zed Books Limited in March 2020
Harry Potter and the Philosopher’s Stone,
Harry Potter and the Chamber of Secrets
and Harry Potter and the Half-Blood Prince
were all Sunday Times bestsellers in the
year, showing the reach of this classic
series, 24 years after it first began.
Sarah J. Maas’ sales grew by 129%
compared to last year, with two new New
York Times and Sunday Times bestselling
titles published during the year: Crescent
City: House of Earth and Blood, in March
2020, and A Court of Silver Flames, in
February 2021, and strong backlist sales.
Other highlights on the Children’s list
included the third in Brigid Kemmerer’s
Cursebreaker trilogy, A Vow So Bold and
Deadly, Skysteppers by Katherine Rundell,
Cinderella is Dead by Kaylynn Bayron,
The World Made a Rainbow by Michelle
Robinson, illustrated by Emily Hamilton,
and Ways to Make Sunshine and Love is a
Revolution by Renee Watson.
Non-Consumer Division
The Non-Consumer Division consists
of Academic & Professional, including
Bloomsbury Digital Resources, and Special
Interest. Revenues in the division increased
by 1% to £66.8 million (2019/2020:
£66.0 million). Profit before taxation and
highlighted items for the Non-Consumer
Division was £5.4 million (2019/2020: £6.7
million). Profit before taxation was £3.6
million (2019/2020: £5.0 million).
Academic & Professional revenues
increased by 3% to £44.3 million
(2019/2020: £43.1 million) and profit
before taxation and highlighted items was
£4.3 million (2019/2020: £4.8 million).
The accelerated demand for digital
products and swift adoption of digital
learning by academic institutions helped
drive excellent performance of BDR
and accelerated demand for ebooks,
which offset reduced print sales. Our
Academic digital growth outperformed
the rest of the UK market, with our BDR
digital strategy, conceived six years
ago, ahead of and benefiting from the
market changes. Our achievements were
recognised at the 2021 British Book
Awards, winning Academic Publisher of
the Year.
We are focused on delivering further
digital growth from accelerating our
established and most successful digital
products, including the award-winning
Drama Online, building partnerships
and launching new products. Key
achievements during the year,
demonstrating the opportunities to
further leverage our digital platforms and
content, were:
• 73% increase in the number of
Academic customers during the year;
• Maintaining our customer renewal rate
above 90%;
• Growth of Bloomsbury Collections
to over 13,000 front and backlist
Bloomsbury Academic titles; over 40%
higher than last year. These include
titles from our acquisitions of Oberon
and Zed;
• Launch of the new content
partnerships with Taylor & Francis and
Human Kinetics;
• New partnerships with Yale University
Press, Liverpool University Press and
the Stratford Festival.
Special Interest revenue was £22.5 million
(2019/2020: £22.9 million), and profit
before taxation and highlighted items was
£1.1 million (2019/2020: £1.9 million),
with resilient demand for wildlife titles,
Wisden and Osprey games during the
year.
Acquisitions
In March 2020, we acquired certain
assets of Zed Books Limited (“Zed”), the
London-based academic and non-fiction
publisher. The consideration was £1.7
million, of which £1.5 million was satisfied
in cash on completion and during the
year and the remainder paid in March
2021. Zed has been integrated into
Bloomsbury’s Academic & Professional
division.
19
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Chief Executive’s Review
Over 350 hours of video
Over 3,000 plays
Over 400 audio plays
Over 400 books of criticism
and performance practice
www.dramaonlinelibrary.com
During the year, we also integrated
Oberon Books Ltd (“Oberon”), acquired
in December 2019, into the Academic &
Professional division, and included its key
titles in Drama Online.
Since the year end, in April 2021, we
have achieved another key step in the
delivery of our strategic growth strategy
and driving our Non-Consumer business,
with the acquisition of certain assets of
Red Globe Press (“RGP”), the academic
imprint, from Springer Nature Group, as
previously announced. The consideration
was £3.7 million, £1.8 million of which was
satisfied in cash on completion in June
2021. The acquired RGP titles are a good
strategic fit, strengthen Bloomsbury’s
existing academic publishing, and
establish new areas of academic
publishing in Business and Management,
Study Skills and Psychology. RGP’s three
digital products will be migrated to BDR’s
own platform and its content added to
Bloomsbury Collections.
Bloomsbury has a strong and successful
track record in strategic acquisitions, with
17 acquisitions completed since 2008. We
are actively targeting further acquisition
opportunities in line with our long-term
growth strategy.
Cash and financing
Bloomsbury’s cash generation was strong
with cash at the year end of £54.5 million,
up £23.1 million, and cash conversion
of 142% (2019/2020: 111%). During the
year, we invested £0.9 million of capital
expenditure in BDR and £1.5 million of
the £1.7 million cash consideration for the
acquisition of Zed Books Limited.
The Group has an unsecured revolving
credit facility with Lloyds Bank Plc. The
facility comprises a committed revolving
loan facility of £8 million in the first
half and an additional £4 million in the
second half, totalling £12 million, to
match Bloomsbury’s cashflow cycle, and
an uncommitted incremental term loan
facility of up to £6 million. At 28 February
2021, the Group had no draw down
(2020:£nil) of this facility.
Dividend
The Group has a progressive dividend
policy aiming to keep dividend earnings
cover in excess of two times, supported
by strong cash cover. The Board is
recommending a final dividend of 7.58
pence per share, totalling £6.2 million.
Together with the interim dividend, this
makes a total dividend for the year ended
28 February 2021 of 8.86 pence per share,
20
* Aja Naomi King Photo By Matt Petit
an 8% increase on the 8.17 pence value
of the dividend for the year ended 29
February 2020.
The Board greatly appreciate the
support of our Shareholders during
such unprecedented circumstances
last year and we are also proposing a
special dividend of 9.78 pence per share,
totalling £0.8 million.
Subject to Shareholder approval at our
AGM on 21 July 2021, the final and
special dividend will be paid on 27 August
2021 to Shareholders on the register on
the record date of 30 July 2021.
Including the proposed 2020/2021 final
dividend, over the past ten years, the
dividend has increased at a compound
annual growth rate of 6.5%.
Social Initiatives
As part of Bloomsbury’s ongoing
commitment to our wider communities,
and in addition to our focus on promoting
literature, literacy and education, we
actively support numerous organisations
worldwide. We published The Book of
Hopes: Words and Picture to Comfort,
Inspire and Entertain Children, edited
by Katherine Rundell, with contributions
from more than 110 children’s writers
continuedwww.bloomsbury.comBloomsbury Publishing Plc and illustrators. A donation from the sale
of each book is made to NHS Charities
Together. We also published The World
Made a Rainbow, by Michelle Robinson
and Emily Hamilton, with a donation from
the sale of each book being made to Save
the Children. In addition to our donation
to Black Lives Matter, in partnership with
Waterstones in July 2020, we donated
10% of profits of certain sales of Reni
Eddo-Lodge’s Why I’m No Longer Talking
to White People About Race to BTEG and
Inquest.
We also supported the Society of
Authors emergency appeal fund and The
Trussell Trust’s network of foodbanks.
These initiatives are in addition to our
three-year partnership with the National
Literacy Trust, which included our financial
support for their emergency appeal to
help support children, parents, teachers
and schools through the pandemic,
our educational resources and activity
ideas made available through their
website and donation of over 60,000
books. In addition, for every copy of
Dishoom: From Bombay with Love sold,
we donate towards the price of a meal
for a hungry child to both of Dishoom’s
chosen charities, Magic Breakfast and The
Akshaya Patra Foundation.
Coronavirus Victims
We also share the sad news of the loss of
two colleagues in India from coronavirus.
Yogesh Sharma, Senior Vice President
for Sales and Marketing, who passed
away in May, was a founding member of
Bloomsbury India and his contribution
to the growth of the company was vital.
Aravind Murthy, Bloomsbury’s India’s
Regional Sales Manager-South, passed
away in April. Aravind was an amazing
sales manager, very dependable,
hardworking, focused, and passionate
about his work. We will miss them deeply
and send our sympathy and support to
the families of Aravind and Yogesh and to
our colleagues in India.
Board Changes
As announced in December 2020,
Baroness Lola Young of Hornsey joined
the Board as a Non-Executive Director
on 1 January 2021. Baroness Young also
became a member of the Nomination
Committee.
In addition, John Warren will step down
from the Board at the conclusion of
Bloomsbury’s 2021 AGM taking place
on 21 July 2021. John Warren joined
the Board in 2015 and is the Senior
Independent Director and Chair of the
Audit Committee. It is intended that John
will be succeeded by Leslie-Ann Reed as
Chair of the Audit Committee and Senior
Independent Director.
Sir Richard Lambert, Chairman of
Bloomsbury, said: “On behalf of myself,
the Chief Executive, Nigel Newton,
and the Board, I would like to thank
John for his tremendous contribution to
Bloomsbury during his six-year tenure.
John has been a wonderful colleague –
rigorous, shrewd and good humoured. He
will be much missed.”
Future Publishing
Our BDR strategic initiatives include the
launch of a new Drama Online collection
from the market-leading US drama
publisher Theatre Communications
Group, expanding Bloomsbury
Collections to include more than 7,000
Red Globe Press titles and the migration
of Red Globe Press’ three digital products
to BDR’s own platform.
Our strong Consumer publishing list
for 2021/2022 includes Tom Kerridge’s
Outdoor Cooking: The Ultimate Modern
Barbeque Bible, Lost Focus by Johan
Hari, Gino’s Italian Family Adventure
by Gino D’Acampo and Animal by Lisa
Taddeo.
We will be publishing the Sarah J.
Maas’ second Crescent City title, House
of Sky and Breath, in January 2022.
Our Children’s frontlist for 2021/2022
includes Harry Potter – A Magical Year:
The Illustrations of Jim Kay, a beautiful
new gift book with a moment for every
day of the year, Defy the Night, the
much-anticipated new series from Brigid
Kemmerer, and Renée Watson’s new book
Ways To Grow Love.
Outlook
The start of our 2021/2022 has seen a
continuation of strong trading. Whilst
the Board remains mindful of the
external environment, the outstanding
performance in 2020/2021 increases our
confidence in the strength of the business
and our long-term strategy.
At this early stage of the new financial
year, and considering the ongoing
momentum and strength of our business,
Bloomsbury expects revenue to be ahead
and profit to be comfortably ahead of
market expectations for the year ended
28 February 2022.
I would like to express my thanks to
our staff, authors, illustrators, printers,
distributors and suppliers for their
outstanding work and profound resilience
over the last year. Our ability to adapt
to the rapidly changing conditions,
together with the strength of our strategy
supported by our strong financial position,
has enabled Bloomsbury to emerge even
stronger from this crisis and deliver an
excellent performance.
Nigel Newton,
Chief Executive
A selection of titles on the 2021/2022 front list
21
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Bloomsbury’s
Marketplace
Bloomsbury’s publishing encompasses a wide range of sectors,
genres and parts of the world, spanning adult fiction and non-fiction
children’s books, digital academic and professional resources and
humanities and social sciences monograph publishing. With offices
in London, Oxford, New York, Sydney and New Delhi, and a joint
venture in China, we are well-positioned to assess global and local
market trends and respond to them strategically.
Covid Pandemic
The global impact of the Covid pandemic and the resulting
lockdowns have had a significant impact on consumer behaviour
and sales channels. Consumers turned to books as a key comfort,
and a source of education and inspiration. Print and digital books
saw significant growth during lockdowns in all territories for the
Consumer Division. In the Non-Consumer Division, there was a very
significant increase in digital sales, accompanied by a decline in
print sales to universities. Consumers rediscovered the pleasure of
reading during lockdown when they were unable to pursue other
leisure activities, demonstrating the enduring appeal of books. The
National Literacy Trust has reported, as a result of its 10th Annual
Literary Survey in 2020, that children’s enjoyment of reading has
increased during pandemic lockdowns, having reached a 15-
year low before the pandemic, and that one-third of the children
surveyed are reading more as a result of the pandemic.
Growth of Online Retail
In prior years we have noted the consistent growth of online
retail. In 2020/2021, sales through online channels have soared
as a result of lockdowns and the closure of high street outlets for
extended periods during the year. Digital format sales through
online retail channels have also significantly increased.
In response, we have increased our sales and marketing resource
and have concentrated our efforts on maximising sales through
online channels, at the same time as supporting high street and
independent bookshops face the challenges of the pandemic with
various initiatives. We have seen bookshops successfully reopen
when restrictions were lifted; these periods have shown that
physical retail has bounced back quickly. We remain committed to
supporting high street and independent bookshops as we emerge
from the pandemic.
In the academic and professional division we have witnessed a
material increase in sales via digital aggregators and wholesalers
of content to Higher Education institutions as well as in our sales
of digital resources direct to institutional customers.
Digital Sales Growth
In 2020/2021, digital sales grew significantly across all
publishing divisions. In the Consumer Division there was a
marked growth in sales of ebooks, particularly of backlist titles.
Digital audio sales have continued growing apace despite
lockdowns and changes to commuter behaviours, with digital
audio book listening occurring concurrent with other activities
(such as cooking or cleaning). Bloomsbury’s Non-Consumer
Division benefited from a large proportion of Higher Education
institutions turning to digital resources and products over print
books due to campus and library closures.
Brexit
The impact of Brexit on Bloomsbury’s business has been low.
Precautionary measures were implemented during the period of
negotiations between the UK Government and the EU over the
terms of the UK’s withdrawal and have remained in place. Robust
buffers were built into our processes and supply chains in order to
mitigate potential interruptions and delays arising out of logistical
complexities and customs procedures. We have also taken the
necessary measures to comply with regulatory changes arising as a
result of Brexit which are relevant to our products.
As has been the case for many British businesses, there has been a
temporary impact on sales from our Bloomsbury websites direct to
consumers within the EU, but this has not had a material financial
impact and we are taking steps to resolve this issue. B2B sales to
wholesale and retail customers in the EU have not been affected.
22 Bloomsbury Publishing Plc
US
£53.9m
Revenue
Non-Consumer Division
The Non-Consumer Division consists of the following
Bloomsbury publishing subdivisions: Academic &
Professional; Bloomsbury Digital Resources; Special
Interest; and Education. The Non-Consumer Division
delivered revenue of £66.8 million (2019/2020: £66.0
million). Profit before taxation and highlighted items was
£5.4 million (2019/2020: £6.7 million).
The Non-Consumer Division has identified the following
key global trends and is responding to them:
• The ongoing shift to digitally deliver academic and
professional content: The global pandemic accelerated
digital purchasing from academic institutions and
professional companies. The shift to remote learning
and remote working increased demand for Bloomsbury’s
digital resources. The Non-Consumer Division has
experienced digital revenue growth of 51.7% during the
year, compared to overall academic market growth of
1–2%. Digital sales are now 32.6% of total revenues of the
Non-Consumer Division.
In response to coronavirus and the immediate migration
to online classes, we opened up free access to our
digital resources as a solution to unprecedented
educational challenges. This resulted in over 6,000 new
product trials. We brought forward new e-textbook
digital resource product releases, developed new
e-textbook sales partnerships and launched a new
schools Classics textbook in print and online formats
with supplementary online teaching resources to
support remote learning.
• Open access: There is increased demand for open access
research monograph publications but little funding in the
arts, humanities and social sciences arena to enable it to
happen at scale. New policies from UKRI will encourage
more open access in the future. Bloomsbury is well-
positioned to respond to the demand for open access, as
it has long published open access content and offers all
its academic authors the option to publish their research
work with Bloomsbury on a Gold open access basis.
In February 2021 we appointed a new role, Director of
Research and Open Access to help drive our response to
the increased demand.
• University budgets: There has for some time been
increasing pressure on library budgets, unrelated to the
pandemic. We are responding to this trend with flexible
purchasing options allowing universities to select the
content they need on pricing models which suit them.
We continue to broaden our international institutional
customer base to reduce reliance on sales in specific
territories.
continuedwww.bloomsbury.com
UK
£117.4m
Revenue
India
£2.7m
Revenue
Consumer Division
The Consumer Division consists of Adult and Children’s
Trade publishing. The Consumer Division delivered
revenue of £118.3 million (2019/2020: £96.8 million). Profit
before taxation and highlighted items was £14.2 million
(2019/2020: £8.9 million).
The Consumer Division has identified the following key
global trends and is responding to them.
•
Increase in digital format sales: growth in digital audio
books continued as new generations of consumers
listen to books on smart phones. Consumer behaviour
during lockdown contributed to strong ebook sales,
with older readers turning to the easy availability of
ebooks. Bloomsbury will continue to invest in our
specialist audio division and acquire more rights in this
area alongside print and ebook formats.
• Backlist growth: coronavirus lockdowns facilitated a
large increase in backlist sales as consumers turned
to well-known and highly reviewed titles for comfort
and entertainment. This applied equally to adult and
children’s titles. The Black Lives Matter movement had
an additional material impact on backlist sales by Black
and Minority Ethnic authors. In response, Bloomsbury
has invested in placement and metadata through
online retail channels to ensure backlist discovery and
conversion to sales.
• Frontlist decline: Frontlist sales are usually heavily
promoted through high street retail shops and suffered
as a result of their closure. We have invested in our
marketing and publicity teams and refined our adult
strategy to address this development which we see as
being an issue specifically related to the circumstances
of the pandemic. Frontlist sales have improved with the
reopening of physical retail.
Australia
£11.1m
Revenue
CYP and Bloomsbury (Beijing) Culture
Development Co. Ltd.
Bloomsbury’s joint venture business in Beijing, China, CYP
and Bloomsbury Culture Development Co., Ltd. (known
as Bloomsbury China in English) began operating at the
beginning of 2020. Coronavirus lockdowns and restrictions in
China meant a slower start to the business. Notwithstanding,
Bloomsbury China launched ten titles before the end of 2020,
and results were in line with expectations.
Trend
The Chinese domestic book market suffered an overall decline
in year-on-year book sales. Physical bookstore sales declined
against the previous years’, but there was an increase in online
book sales. Children’s books continued to show growth in
2020.
Our response
Bloomsbury China’s launch publishing is focused on tapping
into China’s large and growing Children’s book market. Its
marketing and sales activities prioritise social media, digital
and online channel sales.
23
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Business Model
Valuable intellectual property
Valuable intellectual property
Talent
Talent
Talent
Valuable
intellectual
property
Talent
Strong financial position and liquidity
Diversified portfolio of content and services
Diversified portfolio of content and services
Key resources
Strong financial
position and
liquidity
Diversified
portfolio of
content and
services
Key activities
Global brand
recognition
Global brand recognition
Access to global markets and partners
Access to global markets and partners
Access to global
markets and partners
• Focus on digital publishing
• Growing Bloomsbury’s
portfolio in Non-Consumer
publishing
• Acquisition of rights from
authors, illustrators and
other copyright owners
• Leveraging existing
intellectual property rights
• Strategic acquisitions in
key areas of publishing
•
International expansion
• Traditional wholesalers
and retailers
• Online retailers – print
and digital (ebooks and
audio books)
• Digital content
aggregators
• Direct to academic and
educational institutions,
libraries and corporates
Channels
Market segments
• Academic institutions
• Students and academics
Non-Consumer
• Libraries
• Corporates
• Professional bodies
• Primary and secondary
schools
• Teachers and trainee
teachers
Consumer
• Adult Trade: fiction, non-
fiction and cookery
• Children’s Trade: fiction,
non-fiction, picture
books, pre-school titles
and activity books
Creating value for stakeholders
Consumers and society
Publishing works of excellence and
originality to inform, educate, entertain
and inspire, supporting literacy and
culture and fostering a passion for
reading and learning.
Authors and illustrators
Helping our authors and illustrators to
create stories and communicate ideas
to a global audience, connecting them
with readers worldwide through multiple
formats and channels.
Economic and social contribution to our
communities through tax contributions,
charitable donations and partnerships,
and employee time.
Shareholders
The opportunity to invest in a resilient,
global publishing company with a
diversified portfolio operating in global
markets.
Employees
Creating rewarding work, enabling
ongoing professional development.
Providing the opportunity to align
with a business with a strong socially
responsible purpose, entrepreneurial
spirit and compelling global opportunity
in a dynamic marketplace.
Partners
Generating business activity that
creates commercial opportunity for
our suppliers, business partners and
commercial customers.
24
www.bloomsbury.comBloomsbury Publishing Plc Strategy
Our overall growth strategy and long-term focus remains unchanged; to invest in
high-value intellectual property, to publish works of excellence and originality, to
build our diversified portfolio of content and services across our Consumer and
Non-Consumer Divisions, and to diversify into digital channels to build quality
revenues and increase earnings.
What we are
investing in...
Acquisitions
Digital
We are focused on delivering
growth by investing in the
development of our existing
and most successful digital
resource products and
accelerating the launch of
new products. We continue to
invest in our specialist audio
publishing division to maximise
opportunities presented by this
growth area.
Content
Our
employees
We continue to invest in
new content by acquiring
works of originality and
excellence from established
and emerging authors and
partners across a range of
genres and from an array of
voices in order to enhance
our diversified portfolio
of valuable intellectual
property and build a strong
publishing pipeline.
We are committed to
ongoing investment in our
colleagues and our working
environment, including
through the provision
of development and
training opportunities, the
implementation of flexible
and balanced working, and
the promotion of a diverse,
inclusive and ethical culture
in order to enable individual
and collective success and
attract new talent.
We continue to pursue
targeted acquisitions which
will support our growth
strategy, accelerate our
digital offerings, strengthen
existing areas of publishing,
and enable us to expand
into new areas. Since
Bloomsbury’s inception we
have made 27 acquisitions of
publishers and imprints.
Our
strategic
priorities
Non-Consumer
publishing
Consumer
publishing
International
expansion
Employee
experience and
engagement
Sustainability
25
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 International expansion
• Expand international
revenues and reduce
reliance on the UK market.
Continuing our international
growth in order to reduce reliance
on the UK market as well as take
advantage of the biggest academic
market in the USA and significant
growth potential in India and China
is a key part of our strategy.
2020/2021 progress:
− Increased overseas revenue
to 64% of Group revenue; and
− 81% of Academic BDR sales
are international.
Bloomsbury’s Strategic Priorities
Consumer publishing
• Discover, nurture and retain
high-quality authors and
illustrators, while looking
at new ways to leverage
existing title rights.
2020/2021 progress:
− Bestsellers included Why I’m No
Longer Talking To White People
About Race, by Reni Eddo-
Lodge, Such A Fun Age, by Kiley
Reid, Piranesi by Susanna Clarke,
and Humankind by Rutger
Bregman.
• Grow our key authors
through effective publishing
across all formats alongside
strategic sales and
marketing.
2020/2021 progress:
− 129% growth in sales of Sarah
J Maas titles, with both new
titles Crescent City: House of
Earth and Blood and A Court of
Silver Flames reaching Number
One on the New York Times
bestseller list.
• As the originating publisher
of J.K. Rowling’s Harry
Potter series, ensure that
new children discover and
read it for pleasure every
year.
2020/2021 progress:
− 7% growth in Harry Potter
title sales, 23 years after first
publication; and
− Harry Potter and the
Philosopher’s Stone was the 3rd
bestselling Children’s title on UK
Nielsen Bookscan, 23 years after
first publication.
Non-Consumer publishing
• Grow Bloomsbury’s portfolio
in Non-Consumer publishing.
Non-Consumer publishing is
characterised by higher, more
predictable margins, is less reliant
on retailers and presents greater
digital and global opportunities.
Non-Consumer revenues are derived
from our Academic & Professional,
Educational and Special Interest
publishing.
2020/2021 progress:
− Delivered 52% growth in Non-
Consumer digital revenue;
− Acquisition of assets of publisher
Zed Books Limited, strengthening
our position in African Studies
and Development Studies and
our presence as a leader in
academic Area Studies publishing.
The acquisition also enhances
Bloomsbury’s Politics and
International Relations list.
• Achieve Bloomsbury Digital
Resources revenue of £15
million and profit of £5 million
for 2021/2022.
Our Bloomsbury Digital Resources
digital growth strategy, combining
digital products of excellence with
the strength and range of our
partnerships enables us to deliver
growth from the high-quality
platforms and infrastructure we have
built and are continuing to build.
2020/2021 progress:
− Delivered £12.4 million revenue,
up 49% and profit of £2.9 million,
up £2.2 million;
− Number of Academic customers
increased by 73% during the year;
− 40% increase in content of
Bloomsbury Collections;
− Launch of 3 new products and
7 new modules;
− Launch of content partnership
products with Taylor & Francis
and Human Kinetics; and
− New partnerships include Yale
University Press, Liverpool
University Press, Human Kinetics
and the Stratford Festival.
Link to KPIs
1
2
3
4
Link to KPIs
1
2
4
Link to KPIs
1
3
26
www.bloomsbury.comBloomsbury Publishing Plc Key to KPIs:
1
2
3
4
5
Revenue growth
PBTA
Digital resources
revenue growth
Adjusted operating
profit margin
Employee engagement
6 Gender diversity
7
8
Ethnic and racial
diversity
Environmental
performance
Sustainability
• Maximise our use of
sustainable resources while
seeking to reduce carbon
emissions.
We recognise our responsibilities
to conserve resources and we
are committed to monitoring
and improving the environmental
impact of our operations.
2020/2021 progress:
− Measured Scope 3 emissions
for the first time;
− Set reduction targets in respect
of Scope 1 and 2 emissions
in line with the goals of the
Paris Agreement and further in
respect of Scope 3 emissions,
which have been submitted
to the Science Based Targets
Initiative for validation;
− Recognised by the Financial
Times’ ‘Europe’s Climate
Leaders 2021’ – the 300
companies that have achieved
the greatest reduction in their
greenhouse gas emissions
intensity between 2014 and
2019, aligned with revenue
growth; and
− Supporting the Woodland
Trust and Reforest’Action
for three years.
An analysis of our environmental
performance during the year is
set out in the Strategic Report
on pages 76 to 81.
Employee experience
and engagement
• Be an attractive employer for
all individuals seeking a career in
publishing, regardless of background
or identity, adding cultural value to our
business operations and performance.
• Focus on targeted initiatives to
create an environment that promotes
diversity, nurtures talent, stimulates
creativity and collaboration, supports
well-being and is inclusive and
respectful of difference.
Our colleagues are amongst our most
important assets, and our success is driven
by their expertise, passion and commitment.
We understand the importance of attracting,
supporting and engaging colleagues
wherever they work. We recognise the
value of diversity of thought, perspectives
and experience in shaping our culture and
strategy, driving our long-term success and
informing the ways in which we fulfil our
social purpose.
2020/2021 progress:
Continuing focus on employee engagement,
well-being and development initiatives,
including:
− Ongoing Employee Voice Meetings,
listening to each of our employees’ views;
− Introduction of monthly online Town Halls
led by the Chief Executive and featuring
participation from management colleagues
from across the Group;
− Ongoing provision of mentoring scheme for
early and mid-career employees;
− Introduction of increased flexible working to
support employees during the pandemic,
including fully flexible working during school
closures;
− Expansion and alignment across international
offices of Diversity and Inclusion Employee
Networks which complement and inform
the activities of our Diversity and Inclusion
Working Groups;
− Strengthened our Diversity and Inclusion
governance structure; and
− Formulated our Diversity, Equity and
Inclusion Action Plan, and set ambitious
targets to increase representation of Black
and Ethnic Minorities in our workforce and
our author base.
Link to KPIs
5
6
7
Link to KPIs
8
27
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Key Performance Indicators
Financial measures
1
Revenue growth
£185.1m
+14%
2
1
PBTA*
£19.2m
+22%
21
20 0%
19
1%
Link to risks
A
B
D
14%
21
20
19
£19.2m
£15.7m
£14.4m
Link to risks
A
B
C
D
F
* PBTA is profit before tax, amortisation of acquired intangibles
and other highlighted items.
3
Digital resources revenue
£12.4m
+49%
4
Adjusted operating profit margin
10.6%
+8%
49%
32%
34%
21
20
19
10.6%
9.8%
8.8%
Link to risks
A
B
C
D
F
21
20
19
Link to risks
A
B
28
www.bloomsbury.comBloomsbury Publishing Plc Key to risks:
A Market B Importance of digital publishing C Acquisitions D Title acquisition E Information and technology systems
F Financial valuations G Intellectual property H Reliance on key counterparties I Talent management J Legal and compliance K Reputation
Non-financial measures
5
Employee engagement
6
1
Gender diversity
23*
(2020: 51)
9
(2020: 6)
Employee Voice
Meetings connecting
employees with the
Board and senior
management
Active employee
Diversity and Inclusion
networks
Average attendance
rate at monthly
Town Halls
70%
(2020: –)
Link to risks
I
K
2021
2020
2020
42.9% 28.5%
Female Board members
Female Executive Committee members 75% 71.4%
69%
Female employees
2021
Ethnic minority groups*: UK
Ethnic minority groups*: US
UK median gender pay gap
UK mean gender pay gap
70.3%
10%
10%
22.7% 21.5%
11.7% 19.7%
15.6% 18.3%
* The total number of Employee Voice Meetings have decreased
since being introduced in 2018/2019 based on the maturity of
the initiative in 2020/2021. There are now two meetings per
month hosted by Executive Committee members.
Link to risks
I
K
7
Ethnic Diversity
8
Environmental performance
– greenhouse gas emissions
(absolute tonnes CO2e)
Board
Company
1 (14%)
Board member
– Directors of
colour
(2020: 0)
10%
Ethnic minority
groups*: UK
(2020: 10%)
22.7%
Ethnic minority
groups*: US
(2020: 21.5%)
9
Stationary
fuel use
(2020: 42)
128
Electricity use:
location-based
emissions
(2020: 289)
9
Vehicle fuel
use
(2020: 22)
Link to risks
J
K
Link to risks
J
K
* These figures have been taken from the results of the
Bloomsbury workforce survey and UK Publishers Association
industry survey conducted in 2019 and 2020 respectively.
Participation in these surveys was voluntary, therefore the figures
may not have captured Bloomsbury’s full workforce.
29
Strategic ReportStock code: BMYAnnual Report and Accounts 2021
The Consumer Division
The Consumer Division publishes books for both adult and child readers. It publishes
around 550 new titles per year and these books are published in print, ebook and audio
book formats under the following imprints: Bloomsbury Absolute, Bloomsbury Activity
Books, Bloomsbury Children’s Books, Bloomsbury Circus, Bloomsbury Publishing and
Raven Books.
The Division publishes cookery, fiction and non-fiction titles on our Adult Trade list – and
activity books, fiction, non-fiction, picture books and preschool titles on our Children’s
Trade list. Our main publishing operations are based in London and New York, and
are coordinated by experienced editorial and publishing staff so that authors and their
works are supported throughout the world.
Known for the quality and the prize-winning calibre of the list, we publish authors such
as George Saunders, Reni Eddo-Lodge, Madeleine Miller, Lisa Taddeo, Kamila Shamsie,
Peter Frankopan, Khaled Hosseini and Stuart Turton on our Adult Trade list. On our
Cookery list we publish Tom Kerridge, Hugh Fearnley-Whittingstall and the Dishoom
Cookbook. On our Children’s Trade list we publish exceptional talent from Katherine
Rundell, Jessie Burton, Ben Bailey Smith and Neil Gaiman, to Benjamin Zephaniah,
Sarah J. Maas, J.K. Rowling and Brigid Kemmerer.
The markets we serve:
Our publishing serves the global bookshop and online retail market, in print, audio
and ebook formats; and rights sales to foreign language publishing houses.
Divisional facts
£118.3m
Revenue - total
£65.9m
Revenue - UK
£40.7m
Revenue - US
£11.7m
Revenue - Other
territories
£14.2m
PBTA*
12%
PBTA Margin
* PBTA is profit before taxation,
amortisation of acquired
intangible assets and other
highlighted items.
Ian Hudson
Managing Director, Consumer
Division
Ian Hudson joined Bloomsbury in
January 2021 as Managing Director of
the Consumer Division and Executive
Director, member of the Executive
Committee, following the departure of
Emma Hopkin in December 2020.
Ian’s most recent role was as Global C.E.O.
of Dorling Kindersley Publishing, a division
of Penguin Random House. He began
his career at magazine publisher Marshall
Cavendish, subsequently joining Random
House in 1992 where he went on to hold
the role of Group Commercial Director
before becoming Managing Director of
Random House Children’s Books.
With the merger of Random House
and Transworld in 1998, Ian became
Group Managing Director and Chairman
of TBS Distribution and joined the
Random House Global Board. He was a
member of the Bertelsmann team which
negotiated the Penguin Random House
merger in 2012/2013. Post-merger, he
sat on the Global Executive Committee
of Penguin Random House and was
appointed to the roles of C.E.O. of
Penguin Random House International and
deputy C.E.O. of Penguin Random House
UK. Once the global integration of the
two companies was completed, Ian was
appointed C.E.O. of Dorling Kindersley.
Ian was a member of the Supervisory
Board of global media group Bertelsmann
for 12 years, is a former President of the
UK Publishers Association and has been
a non-executive director of Which? for
five years.
30 Bloomsbury Publishing Plc
www.bloomsbury.com The Consumer Division
Value-generating activities
Description
Children’s Trade publishing
Publishing and promoting activity books, fiction, non-fiction, picture books, preschool books in print,
audio book and ebook formats.
Harry Potter publishing
Reimaging and promoting J.K. Rowling’s children’s novels with illustrated editions by Jim Kay, Chris
Riddell and Olivia Lomenech Gill and special format editions such as interactive, paper-engineered
(pop-up) editions. Our ambition is to introduce new children to reading these books for pleasure
every year.
Adult Trade fiction
Publishing bestselling, award-winning fiction in print, audio and ebook formats.
Adult Trade non-fiction
Publishing bestselling and award-winning non-fiction in the following areas: biography, food and
drink, history, memoir, popular science and popular psychology, including some illustrated books.
strategic goals
strategy for growth
Strategic goals
Strategy for growth
• Significantly grow our Adult and Children’s Consumer
sales and gain market share in UK, USA and Australia.
• Enhance our margins and grow return on sales in the
medium term.
• Grow our brand and become a talent magnet for both
authors and new colleagues alike.
• Continue to grow our audio publishing programme.
•
Increase our annual number of entries on both The New
York Times and in Sunday Times bestseller charts.
• Continue to win prestigious publishing prizes and
awards for our books.
• Ensure our content portfolio, author base and staff
representation is diverse and inclusive.
• Grow our business sustainably.
• Develop and execute exciting and ambitious new global
publishing strategies for both Adult and Children’s
publishing.
•
Invest further in digital formats and tools to make
our books more discoverable online and improve
conversion to purchase.
•
Invest further in International sales growth especially in
United States, China and Australia.
• Greater focus on our consumer audiences and brand
development.
•
Increased exploitation of our rich backlist.
• Growing and building author brands by winning major
literary prizes, winning slots in retail promotions and
gaining exceptional media coverage and TV/film tie-ins.
• Ensuring strategic sales and marketing planning is in
place to maximise the success of established and new
brands and authors.
•
Improve margins through refining publishing processes
and optimising decision-making.
• Further develop the diversity of our publishing teams
and their lists.
• Provide excellent author care and support to attract and
retain author talent.
• Value-adding M&A activity.
31
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 The Consumer Division
continued
Adult Trade division - recent prizes and awards
UK winners
1
2
3
Scotiabank Giller Prize:
How to Pronounce
Knife by Souvankham
Thammavongsa
Palestine Book Award:
Against the Loveless World
by Susan Abulhawa
Books Are My Bag
Readers Award 2020
(Fiction):
The Devil and the Dark
Water by Stuart Turton
US winners
1
2
3
4
2020 Hillman Prize for
Book Journalism:
No Visible Bruises by
Rachel Louise Snyder
2020 Helen Bernstein
Book Award for
Excellence in Journalism:
No Visible Bruises by
Rachel Louise Snyder
2020 Excellence In Craft
Contest by the Outdoor
Writers Association of
America:
The Deer Camp by Dean
Kuipers
US Goodreads Choice
Awards 2020 (Fantasy):
Crescent City: House of
Earth and Blood by Sarah
J. Maas
4
5
6
5
6
7
8
UK Goodreads Choice
Awards 2020 (Debut
Novel):
Such a Fun Age by Kiley
Reid
CrimeFest’s eDunnit
Award for Best Crime
eBook:
To the Lions by Holly Watt
Best Biography, Memoir
or Autobiography by a
Parliamentarian:
The Glamour Boys by Chris
Bryant
William Hickling Prescott
Award for Excellence in
Historical Writing:
This Land is Their Land by
David Silverman
Morris D. Forkosch Award
for Best Humanist Book of
2020:
The Power Worshippers by
Katherine Stewart
American Book Award:
In West Mills by Charles
De’Shawn Winslow
2020 Arthur Ross Book
Award (Bronze Medal):
The Anarchy by William
Dalrymple
Winners - British Book
Awards 2020
• Non-Fiction: “Narrative” Book
of the Year: Three Women by Lisa
Taddeo
• 30 from 30: Harry Potter and the
Philosopher’s Stone by J.K. Rowling
Shortlistings for British Book
Awards 2021
• Book of the Year: Fiction: Debut:
• Audio book of the Year: Piranesi by
Susanna Clarke
• Editor of the Year: Alexis Kirschbaum
Such a Fun Age by Kiley Reid
• Publisher of the Year
• Book of the Year: Children’s Non-
fiction & Illustrated: The Book of
Hopes by Katherine Rundell (ed)
• The British Book Award for Export -
Sales above £10 million
32
www.bloomsbury.comBloomsbury Publishing Plc
Shortlistings of note: UK
• Baillie Gifford Prize: The Haunting of Alma Fielding by
Shortlistings of note: US
• NBCC Awards (Non Fiction): No Visible Bruises by
Kate Summerscale
• Costa Novel Award:
- Peace Talks by Tim Finch
- Piranesi by Susanna Clarke
• An Post Irish Popular Book of the Year Award: Here is
the Beehive by Sarah Crossan
• National Book Award (Fiction): Leave the World Behind
by Rumaan Alam
• Sunday Times Young Writer of the Year: Inferno by
Catherine Cho
• Jhalak Prize:
- Suncatcher by Romesh Gunesekera
- Inferno by Catherine Cho
• Dalkey Literary Award: Apeirogon by Colum McCann
• The Author’s Club Best First Novel: Tsarina by
Ellen Alpsten
• Crime Writers’ Association (CWA) Awards:
- Ian Fleming Steel Dagger (for best thriller):
Between Two Evils by Eva Dolan
- Historical Dagger (for best historical crime novel):
The Anarchists Club by Alex Reeve
- Publishers’ Dagger (Publisher of the Year): Raven Books
• Wingate Literary Prize: Apeirogon by Column McCann
• Gordon Burn Prize: Three Women by Lisa Taddeo
• Wolfson History Prize: Double Lives by Helen McCarthy
• Wainwright Prize: Dark, Salt, Clear by Lamorna Ash
• Blogger’s Book Prize: Piranesi by Susanna Clarke
• HWA Non-Fiction Book of the Year: The Anarchy by
William Dalrymple
• Comedy Women in Print prize: The Blessed Girl by
Angela Makholwa
• Bollinger Everyman Wodehouse Prize:
House of Trelawney by Hannah Rothschild
Rachel Louise Snyder
• Edgar Awards 2020 (Best Critical / Biographical):
Beyond the 39 Steps by Ursula Buchan
• Los Angeles Times Book Prize:
- Art Seidenbaum Award for First Fiction: In West
Mills by Charles De’Shawn Winslow
- Current Interest: No Visible Bruises by Rachel Louise
Snyder
• Edmund White Debut Fiction Award: In West Mills by
Charles De’Shawn Winslow
• 2020 BookTube Prize:
- Best Critical / Biographical: 10 Minutes 38 Seconds
in This Strange World by Elif Shafak
- Non-Fiction: No Visible Bruises by Rachel Louise
Snyder
- Fiction: Women Talking by Miriam Toews
• Dayton Literary Peace Prize: 10 Minutes 38 Seconds in
This Strange World by Elif Shafak
• Northern California Book Award (Non-Fiction):
Elderhood by Louise Aronson
• 2020 Pulitzer Prizes (General Non-Fiction): Elderhood
by Louise Aronson
• Lambda Literary Award for 2020:
- Gay Fiction: In West Mills by Charles De’Shawn
Winslow
- Lesbian Memoir/Biography: Long Live the Tribe of
Fatherless Girls by T Kira Madden
- Bisexual Fiction: The Man Who Saw Everything by
Deborah Levy
- LGBTQ Science Fiction/Fantasy/Horror: The Priory
of the Orange Tree by Samantha Shannon
• 89th Annual California Book Awards (Non-Fiction):
Shadowlands by Anthony McCann
• 2020 NEIBA Book Award (Non-Fiction): This Land is
• Ondaatje Prize: Small Days and Nights by Tishani Doshi
Their Land by David Silverman
• PEN E.O. Wilson Literary Science Writing Award: The
Next Great Migration by Sonia Shah
• 2020 Cundill History Prize: The Anarchy by William
Dalrymple
• US Goodreads Choice Awards 2020: Fantasy: Piranesi
by Susanna Clarke
• The Great Outdoor Awards (Book of the Year):
The Book of Trespass by Nick Hayes
• Pushkin House Prize: An Impeccable Spy by
Owen Matthews
• UK Goodreads Choice Awards 2020:
- Fantasy: Piranesi by Susanna Clarke
- Historical Fiction: A Long Petal of the Sea by
Isabel Allende
- Mystery and Thriller: The Devil and the Dark Water by
Stuart Turton
- Non-Fiction: Hood Feminism by Mikki Kendal
- Fiction: Such a Fun Age by Kiley Reid
• Books Are My Bag Awards 2020:
- Non-Fiction: Humankind by Rutger Bregman
- Breakthrough Author: Kiley Reid, author of
Such a Fun Age
33
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 The Consumer Division
continued
Children’s Trade division - recent prizes and awards
5
6
7
8
5
6
7
Sainsbury’s 2020 Book
Award (Learning &
Development):
Do You Love Bugs? by Matt
Robertson
KPMG CBI Book of the
Year 19/20 (Fiction):
Toffee by Sarah Crossan
Teach Primary Book
Awards 2020 (KS2):
The Space We’re In by
Katya Balen
North Somerset Teachers
Book Awards 2020
(Picture Books):
Meesha Makes Friends by
Tom Percival
2020 Social Justice
Literature Award:
Watch Us Rise by Renee
Watson and Ellen Hagan
2021 Pura Belpré Author
Honor for Young Adult
Text:
Never Look Back by Liliam
Rivera
2021 SCBWI Golden Kite
Award:
Ways to Make Sunshine by
Renée Watson
UK winners
1
2
3
4
Blue Peter Book Award
(Winner of Winners):
Harry Potter and the
Philosopher’s Stone by J.K.
Rowling
Wordery Book of the Year
(Children’s):
Cinderella Is Dead by
Kalynn Bayron
Wordery Book of the Year
(Picture Book):
The Girl and the Dinosaur
by Hollie Hughes
Books Are My Bag
Readers Award 2020
(Young Adult Fiction):
Cinderella Is Dead by
Kalynn Bayron
US winners
1
2
3
4
2020 Florida Teen Reads
Award:
A Curse So Dark and Lonely
by Brigid Kemmerer
2020 ALAN Award Winner:
Nikki Grimes (author
of Southwest Sunrise
(2020), One Last Word:
Wisdom from the Harlem
Renaissance (2017), and
Planet Middle School (2011))
2020 Arnold Adoff Poetry
Award for New Voices:
This Promise of Change:
One Girl’s Story in the Fight
for School Equality by Jo
Ann Allen Boyce
ILA 2020 Children’s and
Young Adults’ Book
Award:
Caterpillar Summer by
Gillian McDunn
34
www.bloomsbury.comBloomsbury Publishing Plc
Shortlistings of note: US
• 2020 New York Historical Society Children’s History
Book Prize: This Promise of Change by Jo Ann Allen
Boyce and Debbie Levy (Finalist)
• 2021 YALSA Excellence in Nonfiction Finalist: The Cat
I Never Named by Amra Sabic-El-Rayess and Laura L.
Sullivan (Finalist)
• 2021 SCBWI Sid Fleischman Award: Ways to Make
Sunshine by Renée Watson (Finalist)
• Goodreads Choice Awards 2020:
- Young Adult Fiction: The Gravity of Us – Phil Stamper
- Young Adult Fantasy/Science Fiction: Cinderella is
Dead by Kalynn Bayron
Shortlistings of note: UK
•
Indie Book Award 2020 (Children’s): Toffee by Sarah
Crossan
• Teach Primary Book Awards 2020 (Non-fiction):
Brain-fizzing Facts by Emily Grossman
• North Somerset Teachers Book Awards 2020:
- Read Aloud: Do Not Disturb the Dragons by Michelle
Robinson
- Information: Epic Tales of Triumph and Adventure by
Simon Cheshire
- Information: Everest by Alexandra Stewart
• East Anglian Book Awards 2020 (Mal Peet Children’s
Award): Do You Love Bugs? by Matt Robertson
• Goodreads Choice Awards 2020:
- Young Adult Fiction: The Gravity of Us by Phil Stamper
- Young Adult Fantasy/Science Fiction: Cinderella Is
Dead by Kalynn Bayron
• ASE Science Book of the Year 2020:
- Fantastically Great Women Who Saved the Planet by
Kate Pankhurst
- Do You Love Bugs? by Matt Robertson (Highly
Commended)
• Young Quills 2020 (Age 10-13): The Good Thieves by
Katherine Rundell
• Scottish Teenage Book Prize 2021: The Gifted, The
Talented and Me by Will Sutcliffe
• Branford Boase 2020: The Space We’re In by Katya
Balen (highly commended)
• Biblio-Buzz Alexandra Palace Children’s Book Award
2021: October, October by Katya Balen
• Costa Book Awards 2021 (Children’s): The Great
Godden by Meg Rosoff
• Wordery Book of the Year (Picture Book): Pirate Stew
by Neil Gaiman
• YA Book Prize 2020: The Gifted, The Talented and Me
by Will Sutcliffe
• BookTrust Storytime Prize 2020: Go, Go Pirate Boat
by Katrina Charman
• Waterstones Book of the Year: The Book of Hopes by
Katherine Rundell (ed)
35
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 I
N
O
T
C
A
N
I
Y
G
E
T
A
R
T
S
22%
Revenue growth
61%
Profit growth
Creating value in our
Consumer Division
What we have done this year
The richness and depth of our backlist is our biggest asset. In the year, backlist sales
grew by 37% demonstrating the resilience of our publishing. Top titles in Adult included
Why I’m No Longer Talking to White People About Race, Dishoom, and White Rage.
Within the Children’s subdivision, Harry Potter is a perennial bestseller and the success
of Sarah J. Maas’ new title has fuelled sales of her backlist titles.
How we add value
Heightened public concerns about racial inequality, and pandemic-related lockdowns,
have both highlighted the vital role books play in society. Our backlist titles have
provided thought-provoking perspective in response to the former, and education,
entertainment, escapism and mental wellbeing in response to the latter.
Outlook
We continue to invest in our sales, marketing and metadata capabilities to ensure our
high margin backlist titles reach as many consumers as possible globally in order to
maximise the contribution from our valuable backlist portfolio.
36 Bloomsbury Publishing Plc
www.bloomsbury.com
The Non-Consumer Division
The Non-Consumer Division consolidates the following Bloomsbury publishing
subdivisions: Academic and Professional; Special Interest; and Education.
The Non-Consumer Division provides works of excellence and originality to inspire,
educate and inform our specialist audiences, supporting them in their study, careers,
hobbies, skills and interests. We are building innovative lifelong learning and
information resources, sold direct to institutions, businesses and consumers.
The Division produces a large portfolio of scholarly and B2B digital resources sold direct
to higher education institutions, schools and companies worldwide with over 1,100
international academic institutions and 2,600 corporate customers now purchasing digital
resources direct from Bloomsbury. We publish over 2,000 new titles per year across
subjects in the arts, humanities and social sciences, law and finance, as well as specialist
content for communities of shared interest in military history (Osprey), natural history
(Helm and Poyser), sport (through Nautical, Reeds, and Wisden), popular science (through
Sigma); and general reference (through Who’s Who, Whitaker’s, and www.writersandartists.
co.uk). Bloomsbury Digital Resources provides academic and professional digital
resources, organised around specific subject areas, which support scholarly research and
inspire students around the world by providing creative online learning environments.
Bloomsbury Digital Resources releases ten new digital resource products annually via its
bespoke digital platforms. In addition to its publishing programme, the Division provides
content services to corporations and institutions round the world.
The markets we serve:
• The international research community and higher education students, who use
our books and digital resources, which are purchased by academic libraries and
institutions worldwide;
• UK and Eire professionals, who use our online law, accounting and tax services;
• Corporations and institutions worldwide looking for publishing services;
• Niche communities of interest in sports and sports science, nautical, military
history, natural history, arts and crafts and popular science; and
• Teachers and trainee teachers looking for content to support continuing
professional development and their teaching.
Divisional facts
£66.8m
Revenue
£51.5m
Revenue - UK
£13.2m
Revenue - US
£2.1m
Revenue - Other
territories
£5.4m
PBTA*
8.1%
PBTA Margin
* PBTA is profit before taxation,
amortisation of acquired
intangible assets and other
highlighted items.
Jenny Ridout
Managing Director,
Non-Consumer Division
Jenny Ridout was appointed as
Managing Director of Bloomsbury’s
Non-Consumer division and Executive
Director, member of the Executive
Committee, following the retirement
of Jonathan Glasspool in July 2020.
In her role, Jenny is responsible for
the academic, professional and special
interests lists, and Bloomsbury Digital
Resources. Jenny is also the Executive
Sponsor for Bloomsbury’s group-wide
Diversity, Equity and Inclusion Action
Plan. Read more about this in the
Corporate Social Responsibility section
on pages 74 to 75.
Jenny has been with Bloomsbury for
over 15 years, and prior to her current
role had global responsibility as head
of Bloomsbury’s academic publishing
where she oversaw the integration of
several acquisitions. She has many
years of experience in digital resource
publishing, being responsible for the
creation and rapid growth of Drama
Online as Project Director, for which she
won the Futurebook Digital Achiever
industry award. Jenny was previously the
Editorial Director for the Methuen Drama
and Arden Shakespeare lists and started
her career in publishing at Elsevier where
she was the global Publishing Director
for the specialist trade and professional
media imprint, Focal Press. Jenny is a
member of the Higher Education and
Academic Councils of the Publishers
Association and is on the Industry
Advisory Board for the publishing
course at Oxford Brookes University.
38 Bloomsbury Publishing Plc
www.bloomsbury.com In March 2020, Bloomsbury purchased and integrated certain assets of Zed Books
Limited, an academic publisher specialising in Africa studies, economics, development,
politics and books about the Global South. In April 2021 Bloomsbury purchased certain
assets of Red Globe Press (RGP), the academic imprint from Macmillan Education
Limited, a part of Springer Nature Group. RGP specialises in high-quality academic
publishing in the Humanities and Social Sciences. RGP has a backlist of more than 7,000
titles and publishes more than 100 new titles per year, with content including digital
platforms, textbooks, research-driven materials and general academic publishing.
The acquired RGP titles are a good strategic fit, strengthen Bloomsbury’s existing
academic publishing, and establish new areas of academic publishing in Business and
Management, Study Skills and Psychology.
Value-generating activities
Description
Academic book publishing in
print and ebook formats
Digital academic and B2B
services
Professional book and online
information publishing
Books and online resources
for teachers
Publishing services
Books, games and special
interest digital resources
Required study material for students of the arts,
humanities and social sciences. Mainly backlist, print
and ebooks, with a significant USA weighting. Sold
direct and through industry intermediaries.
Online services sold direct to institutions and
companies worldwide, e.g. Drama Online, Bloomsbury
Collections and Bloomsbury Fashion Central. Sold
direct through subscription or perpetual access.
Online and print resources for business practitioners,
qualified and trainee solicitors, barristers, accountants
and tax practitioners, e.g. Bloomsbury Professional
Online sold direct through subscription.
Content for teachers and trainee teachers.
Range of end-to-end publishing and content services,
digital and print, provided direct to authors, funders,
corporations and organisations.
Specialist content and services for a range of niche
communities of interest. Content is sold direct through
websites and through retail intermediaries.
strategic goals
strategy for growth
Strategic goals
• Growing the Division via
direct sales to institutions
such as higher education
libraries worldwide, law firms,
accountancy practices, and tax
practitioners rather than via
traditional third-party retailers
and content aggregators.
•
Increasing investment in repeat
purchase digital services for
professional, student and
educational use.
• Bolt-on acquisitions that
strengthen already strong lists
and expand into new areas.
• Expanding divisional sales in
international markets.
Strategy for growth
• Grow institutional revenues
internationally, especially in
North America.
• Grow revenues from digital-only
products and services to £15
million revenue and £5 million
profit by 2022.
• Expand number of revenue
streams from non-book sources.
• Create rich content and
compelling services for niche
communities of special interest.
• Ensure our content portfolio,
author base and staff
representation is diverse and
inclusive.
39
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 The Non-Consumer Division
Examples of recent Non-Consumer prizes and awards
Special Interest
• Shortlisted for 2020 British Book Awards, Audiobook of the Year for The Madness of Crowds by Douglas Murray
• Winner: British Trust for Ornithology Bird Book of the Year 2020 for Moult and Ageing of European Passerines by Lucas Jenni
and Raffael Winkler
• Shortlisted for the Wainwright Prize for Wanderland by Jini Reddy
• Winner: Shut Up and Sit Down Recommends for Undaunted: Normandy
• Shortlisted for The William Hill Sports Book Award for This is Esports
Academic
• Winner: 2021 British Book Awards: Academic, Educational
• Winner: Stage Magazine Stage Debut Awards for The High
and Professional Publisher of the Year
Table by Temi Wilkey
• Winner: James Tait Black Prize for Drama for J’Ouvert
• Winner: The Society of Architectural Historians of Great
• Winner: The Best Black History Books of 2020 Black
Perspectives - African American Intellectual History Society
for Slavery in the Age of Memory by Ana Lucia Araujo
• Winner: The American Institute of Graphic Arts for Writing
for the Design Mind by Natalia Ilyin
• Winner: Society for Theatre Research Theatre Book Prize
for Dark Star: A Biography of Vivien Leigh by Alan Strachan
• Winner: Royal Historical Society Whitfield Prize for Ireland
and the Great War by Niamh Gallagher
Britain Colvin Prize for Sir Banister Fletcher’s Global History
of Architecture by Murray Fraser
• Winner: Modern Languages Association Scaglione Award
for Germanic Languages and Literature for The Fontane
Workshop by Petra S. McGillen
• Winner: Limina Award Cinéma & Cie for European Cinema
and Continental Philosophy by Thomas Elsaesser
• Winner: WIRED 26 of the Most Fascinating Books for
Bulletproof Vest by Kenneth R. Rosen
40
continuedwww.bloomsbury.comBloomsbury Publishing Plc Choice Outstanding Academic Title Award Winners:
• Hominescence by Michael Serres
• Political English by Thomas Docherty
Creating value in our
Non-Consumer Division
What we have done this year
In June 2020 we finalised partnerships
with the two key higher education
library suppliers, ProQuest and EBSCO,
allowing integration of Bloomsbury
Collections into library acquisition
workflows. This entirely new channel
provides academic libraries with the
option of purchasing individual titles or
collections via their preferred vendors.
• The Bloomsbury Reader in the Study of Myth by Jonathan Miles-Watson and
How we add value
Vivian Asimos
• The Origins of the Film Star System by Andrew Shail
• Troy on Display by Abigail Baker
• The T&T Clark History of Monasticism by John Binns
• Freemasonry and the Visual Arts from the Eighteenth Century Forward by Reva
Wolf and Alisa Luxenberg
• The Ottoman and Mughal Empires by Suraiya Faroqhi
• Women and Democracy in Iraq by Huda Al-Tamimi
• The Making of the Slovak People’s Party by Thomas Lorman
Digital Awards
• Bloomsbury International Encyclopedia of Surrealism was named a Prose
Awards finalist for best e-resource
• Bloomsbury Medieval Studies was recognised by Library Journal as a 2020 Best
Reference of the year
Shortlistings of note
2020 British Book Awards
Academic, Educational and Professional Publisher of the Year
Total sales of Bloomsbury Collections
via these two channels were £1.1m,
with 7,449 titles sold, representing 28%
of all Bloomsbury Collections sales. To
support the rapidly accelerated shift to
digital learning that was driven by the
pandemic, we opened up gratis access
to Collections. This resulted in 950
trials across 56 countries.
Outlook
Title by title ebook sales continue to
grow. We are rapidly expanding the
number and range of titles available
for sale on the Bloomsbury Collections
platform, now totaling more than
14,000 titles across 24 disciplines. We
are further enhancing value by adding
textbooks and professional titles,
meeting library demand for a broader
range of content.
41
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Group Functions supporting the Publishing Divisions
Sales, Marketing and
Sales Operations
Kathleen Farrar is Managing Director,
Group Sales and Marketing and an
Executive Director, member of the
Executive Committee. She joined
Bloomsbury in 1998. She began her
publishing career in Sydney, Australia,
and has held various senior sales and
marketing roles.
Description of service to
the Group
• Provide sales and marketing
services to the Group across print,
ebooks, digital audio books and
digital platforms.
• Manage marketing budgets to
maximise marketing spend return
on investment across the Group.
Deliver profitable sales across retail
and wholesale channels.
• Manage retail relationships
including Group terms
negotiations.
• Manage Sales Operations function.
Contribution to strategic aims
• Manage Group sales and
marketing campaigns and deliver
global sales and marketing KPIs.
• Provide professional and excellent
author care across all divisions.
• Maximise profits from all sales
channels and regularly review
pricing in print and digital to
increase net revenue.
• Manage print numbers with the
Operations team to control stock
expenditure.
Production
Louise Cameron is Group Production
Director and an Executive Director,
member of the Executive Committee.
She joined Bloomsbury through
the acquisition of Continuum
International Publishing in 2011,
having begun her career in publishing
in 1988, and has held various senior
production and editorial roles.
Description of service to
the Group
• Cost-efficient on-time delivery
of high-quality print and digital
product for sale globally.
• Devise, document and manage
Production-editorial operations.
Contribution to strategic aims
• Optimise margins through Group-
based tender processes for pre-
press, manufacturing and freight,
and through efficient operations.
• Provide framework for digital
publishing strategy by drafting and
managing XML-first workflows,
with allied future proofing of
content and IP storage.
• Support global stock control
initiatives with agile and flexible
print models.
Finance and Technology
Penny Scott-Bayfield is an Executive
Board Director and Group Finance
Director and is also responsible for
technology and internal controls
and risk management (see Board
biographical details).
Description of service to
the Group
• Provide finance and royalty
administration services to the
Group.
• Provide information,
communication and technology
services to the Group, across
back office and customer-facing
systems.
• Evaluate, implement and test
internal controls in connection with
effective risk management.
Contribution to strategic aims
• Financial reporting, forecasting
and business partnering to drive
delivery of results, efficiencies and
support decision-making across
Bloomsbury.
• Provide exemplary author care
through excellent royalty services.
• Deliver digital platforms to grow
digital revenues in line with
Bloomsbury Digital Resource
growth strategy.
• Provide technology services across
the Group to support business
strategy and effective and efficient
working.
42
www.bloomsbury.comBloomsbury Publishing Plc
Group Functions supporting the Publishing Divisions
Bloomsbury’s International Offices
Bloomsbury USA
Bloomsbury USA is led by Adrienne
Vaughan, who was appointed as Chief
Operating Officer of Bloomsbury
USA, and Executive Director, member
of the Executive Committee, in
September 2020. Adrienne has a
20-year career in publishing including
roles at Scholastic, Disney Publishing,
Worldwide, Oxford University Press
and most recently was Senior Vice
President at Trustbridge Global
Media.
Established in 1998, Bloomsbury USA
publishes high quality fiction and
non-fiction for adults and children as
well as cutting edge scholarship from
a global list of renowned academic
authors. Located in Manhattan, our
extensive roster of bestselling and
award-winning trade authors includes
Carol Anderson, Sam Quinones,
Jesmyn Ward, Susanna Clarke, Sarah
J Maas, Brigid Kemmerer, Renée
Watson and many more. Bloomsbury
Academic publishes a rich portfolio
of content, in both print and digital
formats, across a broad range of
disciplines within the humanities,
social sciences, and law.
Bloomsbury USA operated completely
remotely from March 2020 onwards.
The team has had many challenges
during 2020/2021, but quickly
adapted to stay connected with each
other, authors, illustrators, distributors,
suppliers and customers, meeting
and exceeding business expectations.
Highlights included the spectacular
performance of Sarah J Maas print
and ebook sales, with both of her new
2020/2021 titles achieving Number 1
on The New York Times Bestseller list.
Bloomsbury India
Bloomsbury India is led by Managing
Director, Rajiv Beri. Rajiv was appointed
in March 2012, with the mandate
of setting up the Indian office. Prior
to joining Bloomsbury, Rajiv was
Managing Director of Macmillan India
from 1995 to 2011, head of Palgrave
in India from 1990 to 1994, Publishing
Director of Macmillan India from 1987
to 1994 and Publishing Chief of Tata
McGraw-Hill India from 1976 to 1987.
Bloomsbury India was formally
launched in September 2012 with the
objective of maximising sales of the
Group product range and developing
fundamentally strong, long lasting and
successful publishing programmes,
sourcing the best of Indian writing
talent. Within eight years the company
has published over 1,000 India
originating titles, including the highest
selling self-help books in the country,
by Shiv Khera. With a focus on diversity
in publishing, Bloomsbury India has
strong publishing programmes in
Adult Trade, Children’s, Academic and
Professional. The company operates
from its head office in New Delhi with
45 employees.
2020/2021 was hugely challenging.
The pandemic hit India hard and for
most of the year academic institutions
and colleges were closed, physical
book stores were closed or with
minimal footfall and for a third of the
year even the online supply of books
was at a halt.
During this very difficult period what
stood out was the resilience and
commitment of Bloomsbury India
employees who, while working from
home for the whole year, adjusted
to the new normal and remained
committed to their work and pursued
business objectives with clear focus.
The Bloomsbury community is
extremely saddened by the loss of
two of our colleagues in India, Aravind
Murthy and Yogesh Sharma, from
coronavirus. Our thoughts are with the
family and friends of both and all our
colleagues in the India office.
Bloomsbury Australia
Bloomsbury Australia is led by
Managing Director, Liz Bray, who
joined Bloomsbury in April 2018.
Liz began her career as a bookseller
in Sydney, then moved to Allen &
Unwin where she worked in various
Marketing and Product Management
roles before heading up Allen &
Unwin’s Children’s and Young Adult
Books division for five years. Prior to
joining Bloomsbury Liz was Deputy
Sales Director at Simon and Schuster
Australia.
Bloomsbury Australia is responsible
for Australian and New Zealand
sales, marketing and distribution of
Bloomsbury titles commissioned and
published in the UK and US.
This year, the team achieved the
Number One fiction bestseller slot for
House of Earth and Blood by Sarah J.
Maas (Bookscan).
We received the coveted International
Book of the Year Award at the
Australian Book Industry Awards,
recognising our year-long campaign
for Such a Fun Age by Kiley Reid. This
book was the highest-selling fiction
debut in Australia in calendar year
2020 (Bookscan). Our Sydney-based
staff worked entirely from home for
six months of the year, with the whole
team meeting online every day. We
returned to the office from September
following the implementation of
appropriate safety measures.
43
Strategic ReportStock code: BMYAnnual Report and Accounts 2021
Financial Review
In 2020/2021, Group revenues increased by 14% to £185.1 million (2019/2020:
£162.8 million).
The Consumer division generated exceptional revenue growth of 22% to £118.3 million
(2019/20: £96.8 million), with excellent performance from both the Adult and Children’s
divisions, across front and backlist titles.
In our Non-Consumer Division, Bloomsbury Digital Resources (“BDR”) achieved 49% growth,
and delivered £12.4 million revenue. Our academic digital growth significantly outperformed
the UK market, with our digital strategy, conceived six years ago, ahead of and benefiting
from the market changes. Total revenue in the Non-Consumer Division increased by 1% to
£66.8 million (2019/20: £66.0 million), generated by 3% growth in Academic & Professional
division, and resilient sales in the Special Interest division.
Revenues by territory
Revenues sold overseas totalled £119.3 million, increasing to 64% of total revenues.
The chart on the next page shows where Group revenues by source were generated for the
year ended 28 February 2021.
Revenues by type
Digital sales grew by 56%, driven by ebook growth of 64%, across both divisions, the
49% increase in BDR revenues and audio growth of 31%. Print sales were strong with an
8% increase during the year, with increased Consumer sales, partly offset by lower Non-
Consumer print revenues. Rights and services revenues reduced by 20%, with strong prior
year comparatives in both divisions.
The chart on the next page shows the proportion of Group revenue that each product type
generates.
Profit
Profit before tax and highlighted items increased by 22% to £19.2 million (2019/2020:
£15.7 million). Profit before tax increased by 31% to £17.3 million (2019/2020: £13.2 million).
The increased profit was driven by the excellent performance of the Consumer Division,
with profit before taxation and highlighted items up 61% to £14.2 million (2019/2020:
£8.9 million).
The operating profit margin increased year-on-year to 9.6% from 8.3%, with improved
profitability. The operating profit margin before highlighted items increased year-on-year
to 10.6% from 9.8%. Administrative expenses, excluding highlighted items, and employee
bonus were 7% higher; this was due to adverse foreign exchange movements, the increased
bad debt provision and higher share option charges.
Highlighted items in the year comprised the amortisation of acquired intangible assets
of £1.8 million (2019/2020: £1.7 million), one-off restructuring costs and legal and other
professional fees relating to the acquisitions of £1.3 million (2019/20: £0.6 million), and a
one-off US government grant under the Paycheck Protection Program (£1.3 million).
Interest
The net finance cost was £0.5 million (2019/2020: £0.2 million). The finance income of
£0.1 million relates to bank interest and the unwinding of interest on long-term revenue
contracts. The finance cost of £0.6 million predominantly relates to interest on lease liabilities
under IFRS 16.
Taxation
The tax charge of £3.7 million (2019/2020: £2.7 million) is a reported effective rate of tax of
21.0%, slightly higher than the reported rate of 20.6% for the prior year. Excluding the effect
of highlighted items, the effective tax rate for the Group was 20.0% (2019/2020: 19.0%).
“Profit before tax
and highlighted
items increased
by 22% to
£19.2 million
(2019/2020:
£15.7 million).”
Penny Scott-Bayfield
Group Finance Director
Profit before tax
increased by
31%
to £17.3 million
(2019/20: £13.2 million)
44 Bloomsbury Publishing Plc
www.bloomsbury.com Financial Review
Inventories decreased by 1% to £26.8
million (2020: £27.2 million). On a like-
for-like basis, excluding the effect of
acquisitions (reduced by £0.3 million) and
on a constant currency basis (increased by
£1.0 million), the increase in inventories
was 1% or £0.3 million.
Total trade and other receivables
increased by 10% to £94.5 million (2020:
£86.0 million). Net trade receivables
were £6.2 million higher at £58.7 million
(2020: £52.4 million) due to strong trading
during the year.
Trade and other liabilities increased by
20% to £74.3 million (2020: £61.8 million).
Trade payables were £1.7 million lower
at £23.7 million (2020: £25.4 million) due
to timing of title releases and printing.
Accruals were £9.3 million higher than last
year at £29.0 million (2020: £19.7 million)
due to the higher royalty accrual, up £4.4
million, and the £2.6 million employee
bonus payable for the year (2020: £nil).
Cash
Cash and cash equivalents were £54.5
million (2020: £31.3 million). Cash
flow conversion in the year was 142%
(2020: 111%).
The net cash generated from operating
activities, including the effect of
highlighted items, was £25.2 million
(2020: £16.6 million). This movement
is due to increased profit. Cash used in
investing activities was principally the
acquisition of certain assets of Zed Books
Ltd and the cost of internally generated
intangible assets such as product and
system development. Cash used in
financing activities mainly comprised the
rights issue for £8.0 million and dividend
payments.
Earnings per share
Diluted earnings per share before
highlighted items increased by 15% to
18.68 pence (2019/2020: 16.23 pence), as a
result of the profit growth. Diluted earnings
per share, after deducting highlighted
items, increased by 25% to 16.71 pence
(2019/2020: 13.40 pence). The prior year
earnings per share has been restated to
reflect the bonus issue of shares in the year;
see note 10. Information on distributable
reserves can be found on page 194.
Information on the dividend can be found in
the Chief Executive’s Review on page 20.
Capital structure
Our balance sheet at 28 February 2021 is
summarised in the table below:
Goodwill and acquired
intangible assets
Internally generated
intangible assets
Investments
Property, plant and
equipment
Net right-of-use assets
and lease liability
Net deferred tax assets
Working capital
Other non-current assets
and liabilities
Total net assets before net
cash
Net cash
Total net assets
2021
£m
2020
£m
58.0
58.8
8.0
0.2
7.9
0.5
1.8
1.9
(1.5)
1.5
45.5
(1.2)
0.4
49.9
0.2
0.2
113.7 118.4
31.3
168.2 149.7
54.5
Net assets per share were 206 pence
(2020: 199 pence). The main movements
on the balance sheet were working capital
and cash. Working capital decreased
mainly due to the £2.6 million employee
bonus accrual (2019/2020 £nil) due to
strong results delivered during the year.
The £23.2 million improvement in net
cash was due to the strong trading, the
net £8.0m proceeds from the share issue
and the bonus issue in lieu of the 2019/20
final cash dividend.
Liquidity
The Group has an unsecured committed
revolving credit facility with Lloyds Bank
Plc. The facility comprises £8.0 million in
the first half and an additional £4.0 million
in the second half, totalling £12.0 million,
to match Bloomsbury’s cashflow cycle.
The facilities are subject to two covenants,
being a maximum net debt to EBITDA
ratio of 2.5x and a minimum interest
cover of 4x. The loan facilities mature in
May 2022. The Group’s net cash position
changes over the course of the year as a
result of the seasonality of the business,
with the most significant expenses being
the payment of royalties in March and
September, and the most significant
sale receipts being in February from
Christmas sales.
Revenues by territory
n UK 63%
n USA 29%
n Australia 6%
n India 2%
Revenues by type
n Print 76%
n Digital 20%
n Rights and Services 4%
45
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Financial Review
Acquisitions
In March 2020, the Company acquired
Zed Books for £1.7 million, £0.9 million
of which was paid on completion, £0.6
million was paid during the year and £0.2
million was paid post year end. For the
year ended 28 February 2021, Zed Books
contributed £0.8 million of revenue to the
Academic & Professional division.
Alternative performance measures
The Board considers it helpful to provide
performance measures that it uses to
assess the operating performance of the
Group.
The Annual Report presents non-GAAP
measures alongside the standard
accounting terms prescribed by IFRS
and the Companies Act, as the Board
considers they would be beneficial to
users.
These measures exclude Income
Statement items arising from significant
non-cash charges and major one-off
initiatives, which are highlighted in the
Income Statement because, in the opinion
of the Directors, separate disclosure is
helpful in understanding the underlying
performance of the business that
underpins long-term value generation.
The Income Statement items that are
excluded from adjusted profit measures
are referred to as highlighted items.
Alternative performance measures are
used by the Board and management
for planning and reporting, and
have remained consistent with the
prior year. The Group’s definition of
adjusted performance measures may
not be comparable to other similarly
titled measures that are used by
other companies. A reconciliation of
the adjusted profit measures to their
corresponding statutory reported figures
can be found on the face of the Income
Statement in conjunction with note 4 and
note 9 on Earnings Per Share.
Both adjusted profit measures and
highlighted items are presented together
with statutory measures on the face of the
Income Statement. Details of the charges
and credits presented as highlighted
items are set out in note 4 to the financial
statements. The basis for treating these
items as highlighted is as follows:
Amortisation of acquired
intangible assets
Charges for amortisation of acquired
intangible assets arise from the purchase
consideration of a number of separate
acquisitions. These acquisitions are
strategic investment decisions that took
place at different times over a number of
years, and so the associated amortisation
does not reflect current operational
performance.
Other highlighted items
Other highlighted items are recorded
in accordance with the Group’s policy
set out in note 4 of the financial
statements. They arise from one-off
major initiatives such that, in the opinion
of the Directors, separate disclosure is
helpful in understanding the underlying
performance of the business that
underpins long-term value generation.
Examples include major restructuring
initiatives or legal and professional fees
arising from an acquisition. In the opinion
of the Directors, separate disclosure is
helpful in understanding the underlying
performance and future profitability of the
business.
Tax related to highlighted items
The elements of the overall Group tax
charge relating to the above highlighted
items are also treated as adjusting. These
elements of the tax charge are calculated
with reference to the specific tax
treatment of each individual highlighted
item.
Return on capital employed
Return on capital employed is calculated
as profit before tax with other highlighted
items and net finance costs added back,
divided by average capital employed
for the last two years. Capital employed
is gross assets excluding cash and cash
equivalents, deferred tax assets and
current tax receivables less trade and
other payables and lease liabilities.
Highlights
£185.1m
Revenue
18.68p
Adjusted diluted EPS
(pence per share)
£19.2m
PBTA
15.4%
ROCE
46
continuedwww.bloomsbury.comBloomsbury Publishing Plc Cash conversion
Cash conversion shows how well the Company is converting profit into cash. It is taken from the following GAAP measures:
Cash generated from operating activities
Settlement of pre-existing acquisition liabilities
Adjusted cash generated from operating activities
Less: Purchase of property, plant and equipment
Less: Purchase of intangible assets
Net cash generated
Operating profit
Cash conversion
2021
£m
29.6
–
29.6
(0.4)
(3.8)
25.4
17.8
142%
2020
£m
18.3
0.1
18.4
(0.3)
(3.1)
15.0
13.5
111%
Constant currency measures
Constant currency measures are disclosed in order to eliminate the effect of the movement in foreign exchange rates. Changes in
exchange rates used to record non-sterling businesses result in a lack of comparability between periods since equivalent local currency
amounts are recorded at different sterling amounts in different periods. Results using constant currencies are disclosed where they
have a material impact on those numbers, enabling a better understanding of the underlying performance.
We have therefore restated the current year revenue at the prior year exchange rates below. The currency adjustment is calculated by
applying the monthly foreign exchange rates used in 2020 to convert the overseas revenue into sterling. This has been applied on a
month-by-month basis to the 2021 revenue. This method allows better comparability given the seasonality of the business.
Group revenue 2021 –
reported
Currency adjustment
2021 – currency adjusted
2020 – reported
Group revenue 2021 –
reported
Currency adjustment
2021 – currency adjusted
2020 – reported
Group operating profit
before highlighted items
2021 – reported
Currency adjustment
2021 – currency adjusted
2020 – reported
Children's
Trade
£’000
74,599
526
75,125
59,354
Adult
Trade
£’000
43,761
211
43,972
37,416
Consumer
£’000
118,360
737
119,097
96,770
United
Kingdom
£0’000
117,429
–
117,429
104,440
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
44,307
228
44,535
43,123
North
America
£’000
53,872
920
54,792
42,415
22,469
84
22,553
22,879
Australia
£’000
11,084
(99)
10,985
11,107
66,776
312
67,088
66,002
India
£’000
2,751
228
2,979
4,810
Total
£’000
185,136
1,049
186,185
162,772
Total
£’000
185,136
1,049
186,185
162,772
Children's
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
10,542
114
(10,656)
7,400
3,965
10
3,975
1,667
14,507
124
14,631
9,067
4,368
26
4,394
4,906
1,172
4
1,176
1,974
5,540
30
5,570
6,880
(410)
–
(410)
–
19,637
154
19,791
15,947
Where no reconciliation is provided above for alternative performance measures, sufficient information is included in the narrative to
be able to perform a reconciliation.
Penny Scott-Bayfield
Group Finance Director
47
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Principal Risks and Risk Management
The focus of Bloomsbury’s risk
management process is on identifying,
evaluating and managing risk, with the
goal of supporting the Group in meeting
its strategic and operational objectives.
The Group has policies and procedures
in place to ensure that risks are properly
identified, evaluated and managed at
the appropriate level within the business.
The Group maintains a comprehensive
risk register which assesses all pertinent
risks, including operational, financial,
compliance and strategic risks. The
risk assessment is dynamic so includes
emerging and retiring risks as the risk
landscape changes. Each risk is monitored
and where necessary updated, using a
rating system which seeks to assess the
likelihood and impact of the relevant risks
crystallising. Against this an assessment is
made of the controls that are in place to
mitigate the relevant risk.
Each division and department maintains
the risk register in respect of the risks
relevant to that division or functional
area. The risk register is reviewed on a
quarterly basis by Bloomsbury’s Executive
Committee and a report on the internal
controls and assurances that are in
place in respect of the risks identified is
submitted to the Audit Committee three
times a year.
Further explanation of the Group’s
risk management and internal control
framework is provided in the Corporate
Governance section on page 106, and is
summarised below.
Risk management: Risks facing
the business are identified and
assessed on a regular basis
Internal control: Internal
controls are designed and
deployed to mitigate these risks
to an accepted level
Assurance: Assurance activities
assess whether the controls are
effective and risks are mitigated
to an acceptable level in practice
48
The Board
Audit Committee
Executive Committee
Divisional and departmental
management
Bloomsbury’s risk management framework
is designed to provide the Board with
oversight of the most significant risks
faced by the Group.
The rating of risks takes into account the
likelihood of the risks happening and
the potential financial and non-financial
impacts they could have. Risks are
rated twice:
• The first rating is based on the
potential exposure if nothing is done
to manage or mitigate the risk, in order
to assess the significance of the risk
to the Group’s business and provide a
baseline (“gross risk rating”); and
• The second rating takes into account
the measures and controls in place to
manage and mitigate the level and
impact of the risk, and indicates the
current status of the risk (“net risk
rating”). This informs decisions about
what additional action may be required
to further mitigate the risk, according
to the Company’s risk appetite.
The most material risks are those which
have a higher probability and which, if
they were to occur, would have a material
impact on the Company’s financial results,
strategy, reputation or operations. These
risks are classed as the Group’s principal
risks. The Board receives a comprehensive
report on the principal risks of the Group
and the measures and controls in place to
manage those risks twice a year.
Outlined in the table starting on page 49
of this section of the Annual Report, and
shown on the risk heat map on this page,
are the principal risks that management
have identified to the Group. These risks
are included in the table on the basis of
the gross risk rating described above; the
actions and controls applied to mitigate
these risks are described alongside each
risk. The risk heat map illustrates the
net risk ratings of these risk areas after
mitigation and controls.
Not all the risks listed in the table, starting
on page 49 of this section of the Annual
Report, are within management’s control
and other factors besides those listed
could also affect the Group. Actions
being taken by management to mitigate
risk factors should be considered in
conjunction with the cautionary statement
to Shareholders on page 92 of the
Directors’ Report with regards to forward-
looking statements. Details on financial
risk management are given in note 25.
Principal risks
The table on pages 49 to 52 summarises
those risks which management considers
significant for the Group’s business being
risks which have a higher probability
and which, if they were to occur, would
have a material impact on our financial
results, strategy, reputation or operations,
together with the action taken, and
controls implemented, by management to
mitigate these risks. Other risks besides
those listed could also affect the Group
and are monitored throughout the year.
The relative net risk ratings of the
principal risks (after mitigation and
controls) are illustrated schematically in
the following chart:
d
o
o
h
i
l
e
k
L
i
Impact
Importance of digital publishing
1. Market
2.
3. Acquisitions
4.
Title acquisition (Consumer
publishing)
Information and technology
systems
5.
6. Financial valuations
7.
Intellectual property
8. Reliance on key counterparties
9. Talent management
10. Legal and compliance
11. Reputation
www.bloomsbury.comBloomsbury Publishing Plc Key area
Risk Description
Mitigation
Market
Change in risk:
A
Market volatility: Impact of the
coronavirus pandemic
Sales of print books in the Group’s
key markets are impacted by
the imposition of Government
lockdowns, restrictions and retail
closures.
• Close monitoring of revenue streams and affected supply
chains during lockdowns, as well as following the lifting of
restrictions to assess recovery levels of offline retail; increased
marketing and sales activities focused on unaffected retail
channels such as online retailers, supermarkets and the
Company’s own website Bloomsbury.com.
•
Increased focus on promoting digital book sales (ebooks and
audio books) and BDR products (as academic institutional
customers pivot to digital resources to support remote learning
for students).
Increased dependence on
internet retailing
• Grow expert marketing teams skilled in internet sales.
• Engage with multiple internet retailers and support
independent retailers.
• Focus on promoting sales from the Company’s own website and
on direct sales to customers.
•
Increase focus on developing other marketing opportunities
and other revenue streams, e.g. Academic & Professional digital
products, rights and services.
• Develop digital services that deliver mixed open access and
proprietary content in the form that customers demand and will
continue to pay for.
• Open access publishing initiatives are underway to ensure
Bloomsbury is well placed to continue to serve its UK academic
authors and in preparation for the possible adoption of UKRI’s
proposed policy in respect of monographs from 2024.
• Recruitment in February 2021 of Director of Research and
Open Access to ensure the successful transition to sustainable
open access business models. Business workflow and systems
are in the process of being adapted to ensure capacity to
operate at scale.
Growth of online retailers may
impact on the discoverability
of Bloomsbury titles and lead
to a reduction in sales channels
available to the Group.
Open access
UK funding body UKRI is
proposing to extend Open Access
requirements to monographs from
1 January 2024, with a 12-month
embargo for titles made available
in institutional repositories (Green)
and Open Access on publication
for funded titles (Gold). If there
is not sufficient funding in place
for Gold and the sector opts
for Green then income from
UK-originated monographs that
are submitted to the REF - the
UK’s system for assessing the
quality of research in UK Higher
Education institutions - may be
impacted.
Sales of used books
• Digital subscriptions and multiple ebook purchasing models
Sales of used books for academic
purposes erode backlist sales.
Rental of textbooks
US readers may license books
from retailers for a limited period
at a lower cost to buying books,
with no revenues or royalty paid
to the publisher.
are offered direct to institutions and students.
• Develop digital resources and ebook platforms to deliver,
direct to institutions and students, the content and flexible
pricing models to suit readers’ requirements.
Key to risk change
Increased
Decreased
No change
49
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Principal Risks and Risk Management
continued
Key area
Risk Description
Mitigation
Importance
of digital
publishing
Change in risk:
Acquisitions
Change in risk:
Title
acquisition
(Consumer
publishing)
Change in risk:
B
C
D
BDR revenues and profit
• Develop a portfolio of high-quality online content services in
Revenue and profit from BDR
products and services may not
grow in line with our stretching
targets.
Higher project and development
costs may be required or
incurred than were budgeted for,
impacting profit.
markets we understand well.
• Use third party content and content partnerships to scale up
projects more quickly and create economies of scale.
• Continue to invest in internal resource and infrastructure to
support product pipeline.
• Annual and monthly BDR budgets and reforecasts are
monitored against BDR targets on a weekly basis.
• The business case for each BDR product requires approval
by the Group Finance Director and Managing Director of the
Non-Consumer Division. Costs and profitability by project
are tracked and reviewed against budget on a monthly and
quarterly basis by senior management to identify any corrective
action required. Any budget overspend requires approval of
the Group Finance Director and Managing Director of the Non-
Consumer Division.
Unforeseen circumstances may
delay development of new online
content services.
• Standardise the digital delivery platform to simplify and speed
up the development and implementation of new digital
content services.
Reduced budgets for academic
libraries and institutions may
impact on revenue.
• Adoption of flexible sales models where budgets for annual
subscriptions are restricted.
• Broaden the international institutional customer base so that
the Company is not reliant on sales in specific territories.
M&A activity
Acquisitions could deliver
lower than expected return on
investment. Poor acquisitions may
result in potential impairment
charges.
• Potential acquisition targets are assessed by the members
of the Executive Committee. Thorough pre-acquisition due
diligence is conducted by relevant functions, including finance,
legal, publishing and sales. Capital allocation for acquisitions
is determined at Group level and approved by the Board.
Integration plans are developed at Divisional level and are
implemented by a cross-functional team of experts, with
Divisional oversight.
• Regular reports are presented to the Board throughout the year
on post-acquisition performance, including an assessment of
any variation to the expected return on investment.
Commercial viability
• Advances over a certain limit are required to be authorised by
Titles may be acquired that are
not commercially or critically
successful.
the Chief Executive and Group Finance Director.
• Financial forecasts are prepared prior to acquisition to predict
commercial success.
• Focus on acquiring world rights where possible in order to
increase sales opportunities and mitigate the risk posed by
competing editions in open markets.
• Editorial guidelines and policies in place to guide acquisition
decisions.
Key to risk change
Increased
Decreased
No change
50
www.bloomsbury.comBloomsbury Publishing Plc Key area
Risk Description
Mitigation
E
Information
and
technology
systems
Change in risk:
Cybersecurity/malware attack
• Clear responsibility for systems, restrictions on software
Unauthorised access to the
Company’s systems may result in
fraud, data privacy breach, theft
of intellectual property, inability
to access, or damage to, vital
systems and assets, thus causing
financial and reputational damage
to the Group.
Inadequate internal access
controls or security measures
Inadequate controls over certain
processes could lead to sensitive
data being inadvertently revealed
internally or externally.
installation, increasing use of the cloud, information back-up,
monitoring security risks, internal control reviews of the systems
and up-to-date anti-virus software are amongst the measures in
place.
• Training provided to all staff on cybersecurity risk.
• Sensitive personal data is stored securely and protected with
password controls or encryption. User access controls are
embedded in the Company’s finance systems.
Financial
valuations
Change in risk:
Intellectual
property
Change in risk:
Judgemental valuation of assets
and provisions
F
• Consistent and evidence-based approach to assumptions.
• Board approval of key assumptions.
Significant assets and provisions
in the balance sheet depend on
judgemental assumptions, e.g.
goodwill, advances, intangible
rights, inventory and returns
provisions.
Erosion of copyright
G
Erosion of traditional copyrights.
• Continue policy of support for copyright and intellectual
property rights as a fundamental facet of publishing.
Erosion of territorial copyrights
as a result of global internet
retailing.
Infringement of Group IP by
third parties
Failure to adequately manage and
protect the Group’s intellectual
property rights (including
trademarks and copyright) may
damage the value of our core
assets and impact on profits.
• Continue to police infringements of the Group’s territorial
copyrights and take appropriate action to enforce such rights.
• Adopt robust anti-piracy procedures.
• Undertake targeted enforcement action against third party
infringers.
• Ensure appropriate digital rights management protection of
ebooks and digital formats.
Reliance
on key
counterparties
Change in risk:
H
Failure of key counterparties or
breakdown in key counterparty
relationships
The failure of key counterparties
could result in a significant
disruption to the Group’s business
activities, resulting in lower
levels of trading and revenues.
A breakdown in key commercial
relationships could impact on
future publishing opportunities.
• Relationships with key counterparties are closely monitored
and actively managed by senior managers. This includes
frequent and regular engagement with key counterparties in
order to ensure open communication and cooperation and to
identify potential issues that may impact on the Company’s
business at the earliest opportunity. Other mitigations include
having appropriate contracts and service level agreements in
place, and interrogating the business continuity plans of key
counterparties.
• Diversification of supplier base.
51
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Principal Risks and Risk Management
continued
Key area
Risk Description
Mitigation
Talent
management
and retention
I
Change in risk:
Failure to attract and retain key
talent and create an inclusive
and supportive environment in
which the Group’s employees
can thrive
Inability to recruit individuals
with the necessary skills and
experience could impact on
Bloomsbury’s ability to innovate
and grow.
Loss of key talent could lead
to loss of skill and knowledge
from the business, result in
decreased efficiency, impact on
staff motivation and undermine
external relationships.
Legal and
compliance
Change in risk:
J
Breach of key contracts by the
Company
Breach of a key contract by the
Company could result in a claim
for damages and/or termination
of the contract by the relevant
counterparty, resulting in financial
loss to the Group.
Failure to comply with
applicable regulations
Failure to comply with regulations
relating to the reporting of annual
financial reports may lead to
a range of sanctions including
fines, imprisonment, reputational
damage and delisting.
Failure to comply with privacy
regulations may result in
significant fines and reputational
damage.
Reputation
Change in risk:
K
Investor confidence
City confidence undermined by
events outside of the Company’s
control, e.g. collapse of a retailer.
• Continued focus on employee development through
training and mentoring programmes for early and mid-career
employees.
• Provision of executive coaching for senior staff.
• Ongoing Employee Voice Programme, allowing every
employee to have their voice heard directly by senior
management and the Board. HR initiatives are implemented in
response to matters raised during Employee Voice Meetings.
• Formal appraisal system provides the opportunity to identify
learning and development opportunities to support career
progression and succession planning.
• Formation of a Diversity and Inclusion Working Group and
related Diversity and Inclusion networks.
• Development of a Diversity and Inclusion Action Plan with clear
and ambitious targets to increase diversity within Bloomsbury’s
workforce and author base.
• Global staff turnover by Division and functional area is reported
to the Executive Committee and monitored against agreed
thresholds.
• Relevant individuals within the business who are engaged
in activities which relate to or are governed by key contracts
are made aware of the terms of such contracts. Legal advice
is sought from the Group’s legal function where appropriate
to ensure performance by the Company in accordance with
contractual terms.
• Annual Report and Accounts is reviewed internally by the
Head of Group Finance and the Group Finance Director, and
externally by the Group’s appointed Auditor. Material balances
are tested in accordance with relevant standards. The Group
Company Secretary advises on content requirements under
relevant regulation/legislation.
• Mitigation in respect of the risk of a data breach is noted above
in connection with Information Technology and Systems.
• Since the introduction of the General Data Protection Regulation
(“GDPR”), which came into force in May 2018, the Company has
implemented a range of measures to ensure compliance with
the requirements of GDPR. These include the implementation
of policies and guidance in key areas, the provision of training
to employees, reviewing and updating the Company’s data
collection methods and marketing communications, updating
supplier terms and conditions, and updating privacy policies on
the Company’s websites. The Company has appointed a Data
Protection Officer to oversee GDPR compliance.
• Diversify the Company’s portfolio of products and services to
reduce dependencies on individual customers, sales channels
and markets.
Key to risk change
Increased
Decreased
Stayed the same
52
www.bloomsbury.comBloomsbury Publishing Plc Risk watchlist
In addition to the principal risks set out
on pages 49 to 52, the Group monitors
emerging threats which may potentially
impact the Group in the longer term.
The Group considers emerging risks
both through the risk management
process and in ongoing and established
meetings embedded in our performance
management system. There may not be
sufficient information available to fully
assess the likely impact of these emerging
risks or to fully define a mitigation plan
until a better understanding of the
potential risk or the likelihood of the risk
crystallising becomes clear. Such risks are
kept under review as part of the Group’s
risk management processes in order to
monitor any changes to their probability,
likely impact and velocity.
Examples of such emerging risks are:
Potential changes to the UK’s copyright
exhaustion regime
Exhaustion of rights under applicable
copyright law limits the extent to which
rights holders can assert their rights after
the first authorised sale of a genuine
product controlled by their intellectual
property rights (IPRs). While the UK
was a member of the European Union,
it was subject to an exhaustion regime
which served to protect the exclusive
contractual territorial copyrights acquired
by publishers under their publishing
agreements in respect of the UK and
Europe by allowing rightsholders who
authorised the sale of a product outside
the European Economic Area (“EEA”) to
withhold consent for that product to be
imported into the EEA.
Following Brexit, the UK is free to adopt
its own policy on exhaustion. The UK has
for the time being maintained the system
of regional exhaustion applicable to EEA
countries, with the effect that IPRs in
goods placed on the market outside the
EEA will not be considered exhausted
in the UK. Consequently, the position of
publishers in respect of their contractual
territorial copyrights currently remains
unaffected by Brexit. The UK Government
has plans for a formal consultation on
the exhaustion regime in 2021 and this
may lead to changes which may have a
bearing on the Company’s contractual
copyrights in terms of the Company’s
ability to prevent the importation into
the UK of foreign editions (published
by foreign publishers) of works in which
the Company has acquired exclusive UK
publication rights. This could potentially
impact on UK sales and revenues.
We are carefully monitoring developments
in this area and are cooperating closely
with the UK Publisher’s Association (PA)
which represents the UK publishing
industry before Government. We will
engage with any consultation which the
Government may publish in order to
ensure that the Company’s interests are
strongly represented.
Climate risk and sustainability
Climate change, and the interventions
of Governments around the world which
are aimed at reducing greenhouse gases,
could present risks to our operations,
supply chains and business model in the
future. Work is underway to define and
address the Group’s risks in this area, as
described in the Corporate Responsibility
section on pages 76 to 81.
Changes during the year
Market
The coronavirus pandemic, which has
resulted in the imposition of Government
lockdowns, restrictions and retail closures
in all our key markets of the UK, USA,
Australia and India, as well as many
other important markets, is an ongoing
risk which management and the Board
actively continue to monitor. However,
the net risk rating has decreased. Despite
restrictions imposed in response to
the pandemic, our supply chains have
proven resilient, sales have continued via
online retail channels, and our diversified
portfolio of content and formats means
that Bloomsbury has been well-positioned
to respond to the significant shift to
digital consumption of content by
consumers and institutional customers.
In addition, the risk ratings associated
with the sale of used textbooks and
textbook rentals have decreased as we
continue to develop our portfolio of
digital products. The risk associated with
developments in open access publishing
which has previously been noted under
the principal risk area of Intellectual
Property is now included under the area
of Market risk.
Reliance on key counterparties
The risk rating for this principal area
of risk has been increased, due to the
coronavirus pandemic exacerbating
pre-existing capacity issues arising out
of ongoing consolidation within the
US print industry, against a backdrop
of unprecedented demand. We are
expanding our supplier base as a means
of mitigating this issue.
Financial valuations
The risk rating for this principal area of
risk has been increased as the coronavirus
pandemic has impacted the judgemental
assumptions relating to the operations of
some of our customers.
Information and technology systems
The risk rating for this principal area of
risk has been increased as a result of
increased risk of malware attacks.
53
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Principal Risks and Risk Management
continued
Viability statement and going
concern assessment
Provision 31 of the 2018 UK Corporate
Governance Code requires the Board
to assess the viability of the Group
over a period significantly longer than
12 months from the date the financial
statements are approved. The Board
of Directors confirm that it has carried
out a robust assessment of the principal
and emerging risks facing the Group,
including those that would threaten its
business model, future performance,
solvency or liquidity.
The Group prepares five-year plans
for the Group and each of the global
publishing divisions. Projections for the
first three years of the plan are based on
performance of future new publishing,
online platforms and other income
pipelines, as well as sales of backlist
titles. There is inherently less certainty in
the fourth and fifth years.
The Board therefore concludes that
three years is an appropriate period for
the viability statement.
The Group’s principal risks (see pages
49 to 52) and its approach to managing
them have been taken into account for
the purposes of assessing viability, both
in connection with the period covered
by the viability statement and longer
term. We have evaluated all the principal
risks above and focused our sensitivity
analysis on the areas the Board believes
to be the key risks to viability:
• Market volatility, including the
ongoing impact of the coronavirus
pandemic;
•
Increased dependence on internet
retailing; and
• Failure of key counterparties.
We have developed plausible downside
scenarios for each of these risk areas and
quantified the impact on the Group’s
revenue, profit and cashflows. All
scenarios modelled significant impact
on print revenues and delayed customer
payments due to the ongoing impact of
the coronavirus pandemic.
The analysis took account of the Group’s
current funding, forecast requirements
and existing banking facilities.
The severe but plausible downside
scenario, assumes:
• Print revenues are reduced by 25% –
50% during 2021/2022, with recovery
during 2022/2023;
• Downside assumptions about
extended debtor days during
2021/2022, with recovery during
2022/2023;
• Cash preservation measures
implemented and variable costs
reduced.
Under this severe but plausible
downside scenario, the Group has
sufficient liquidity to be able to manage
these downside assumptions.
Through this analysis, the Board
concludes that the Group does not face
a risk to longer term viability except in
the event of remote combinations of
material events.
The Board has a reasonable expectation
that the Group has adequate resources
to continue in operation for at least 12
months from the date of approval of the
financial statements, being the period of
the detailed going concern assessment
reviewed by the Board, and therefore
continues to adopt the going concern
basis of accounting in preparing the
annual financial statements.
The Board has a reasonable expectation
that the Group will be able to continue
in operation and meet its liabilities
as they fall due over the period to 29
February 2024.
54
www.bloomsbury.comBloomsbury Publishing Plc Engagement with Stakeholders
We believe that effective engagement with our key stakeholders, and consideration of their interests, is a vital aspect of our ability to
achieve our mission and purpose, drive long-term value creation and ensure Bloomsbury’s continued success. The Board is responsible
for oversight of stakeholder engagement, ensuring that we balance the needs and expectations of our different stakeholder groups.
The Board maintains its oversight through a variety of direct and indirect mechanisms, as illustrated below.
The insights which the Board gains through Bloomsbury’s engagement mechanisms provide essential context for the Board’s
discussions and decision-making process. Board materials and discussions seek to appropriately consider the interests of key
stakeholder groups while ensuring the need to promote the success of the Company for the benefit of its members as a whole. In
addition, at each Board meeting the Directors are presented with a report on a particular stakeholder group, the key issues affecting
that group and the engagement that has taken place to ensure a strong and continued understanding of stakeholder interests and
concerns and the potential impact of the Board’s decisions across our various stakeholder groups.
The global pandemic and the rising social justice movement have served to highlight the necessity and importance of stakeholder
engagement. Companies and individuals are being judged on how they have responded to these events and to societal and
stakeholder needs. Close and ongoing engagement with our stakeholders over the year has been integral to ensuring Bloomsbury’s
successful navigation of the challenges posed by the pandemic. This engagement also enabled us to support our various stakeholders,
and particularly our employees, authors, customers and suppliers through these unprecedented times.
On these pages, we have grouped our stakeholders into seven key categories and have provided an overview of their interests and
concerns, the ways in which the Company and the Board (either directly and through the senior management team) engage with
them, and how the interests of these key stakeholder groups are taken into account in our decision making and the formulation of our
strategy.
This section of the report, in conjunction with our Section 172(1) Statement on pages 129 to 130, sets out how the Directors have
taken into account the interests of material stakeholders in their decision making during the year.
Bloomsbury’s key stakeholder groups
Shareholders
Authors and illustrators
Employees
Suppliers
Customers -
wholesale and retail
Customers - academic
and educational
institutions, corporate
customers
Society (including
community and the
environment)
See pages 56 to 64 to read more
55
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Engagement with Stakeholders
continued
Shareholders
Why they matter
What matters to them
Ways we engage
Our Shareholders are
the ultimate owners of
Bloomsbury. They provide
capital, including for
growth, while providing
challenge and feedback
on our business model
and strategic plans. We
rely on their confidence,
support and investment
to deliver our strategy
and Bloomsbury’s long-
term sustainable success.
• Long-term value
creation through a mix
of capital appreciation
and dividends;
• Timely and relevant
information on
performance against
expectations;
• Dividend Policy;
• Remuneration Policy;
• Clear strategy to
deliver long-term
growth;
• Opportunities for
engagement with
management;
• A supportive
Company culture
and the wellbeing of
employees; and
• ESG (environmental,
social and governance)
performance.
In 2020/2021 there has
been a particular focus
on the impact of the
pandemic on Bloomsbury’s
performance.
Our Executive Directors maintain an
investor relations annual plan, which
includes:
• Presentations given to
Shareholders upon the release of
annual or interim results;
• Meetings with current and
prospective Shareholders following
annual and interim results;
• Feedback from current and
prospective Shareholders following
investor engagement; and
• Reporting to the Board on investor
matters and investor feedback.
The Chairman offers meetings with
our top ten Shareholders twice a year.
All meetings during the year were
held virtually due to the pandemic.
The Company’s Annual Report and
Accounts provides information about
the Company’s performance and
governance.
Key information and investor
presentations are published on the
Company’s investor relations website
(www.bloomsbury-ir.com).
The Company’s Annual General
Meeting (“AGM”) provides a
forum for all Shareholders to
address questions to the Board
and vote on key resolutions. Due
to the coronavirus pandemic, the
2020 AGM was held as a closed
meeting. Shareholders were strongly
encouraged to participate by
submitting a proxy vote prior to the
meeting and were invited to submit
to the Board any questions they
would otherwise have asked at the
AGM ahead of the meeting by email.
Prior to the 2020 AGM, Shareholders
with a holding over 1% were
consulted in respect of proposed
revisions to the Company’s
Remuneration Policy. The
Remuneration Policy was approved by
Shareholders at the 2020 AGM.
56
How we consider the interests
of our stakeholders
The Board is kept informed of
all feedback received as part
of Shareholder meetings and
consultations.
Shareholder feedback on
Bloomsbury’s strategy and
performance has been positive;
this has affirmed Bloomsbury’s
commitment to its current
strategy and areas of focus. See
the Strategic Report on pages
14 to 21, which explains the
Company’s performance and
investment decisions during
2020/2021.
The Board recognises that
Bloomsbury has a broad
range of investors and aims to
deliver long-term sustainable
value while recognising their
diverse interests (e.g. capital
appreciation vs divided
earnings). The Board considers
these diverse interests in
approving annual budgets and
longer-term strategic planning.
Shareholder feedback on the
proposed revisions to the
Company’s Remuneration Policy
was taken into account and
reflected in the Policy, which
was approved by Shareholders
at the 2020 AGM.
Feedback received from
Shareholders in response to the
Annual Report and Accounts,
and at the Company’s AGM
in respect of matters relating
to governance, are taken into
consideration by the Board in
deciding whether any revisions
to its corporate framework are
required.
www.bloomsbury.comBloomsbury Publishing Plc Authors and Illustrators
Why they matter
What matters to them
Ways we engage
Authors are the lifeblood
of our Company.
• Publication of the
author’s works to a
high and consistent
standard, in line with
the author’s vision for
the work;
• Effective sales
and marketing
representation in
relevant markets;
• Appropriate
compensation;
• Timely and relevant
information on the
publication process and
sales and marketing
strategy for their works;
and
• For academic
authors, to maximise
their impact on the
scholarly community,
secure tenure and
promotion at academic
institutions, secure
research funding
and enhance their
professional reputation.
Supporting authors in realising
their best works and ensuring
that their works are brought to
market successfully requires close
collaboration throughout the entire
publishing process, from editorial
and design, to sales and marketing,
to production and distribution.
Frequent and ongoing engagement
with authors and/or their literary
agents enables us to help authors
achieve their vision and to address
any concerns they may have during
the publishing process.
In respect of academic publications,
monthly production surveys and
post-publication editorial surveys
are conducted with authors in order
to monitor author satisfaction and
address any issues identified.
Authors are also provided with a
review and marketing update three
months following publication of their
works, so that they are kept informed
of relevant marketing activities.
How we consider the interests
of our stakeholders
Topics raised during the
engagement process vary from
author to author. A key topic
of engagement in respect of
new acquisitions will be terms,
including the scope of rights
granted and royalties payable.
Other topics of engagement
include the quality of editorial
work, jacket design, marketing
and publicity campaigns and
sales activities. These are
considered and responded to
on a case by case basis.
Author surveys have yielded a
consistently high level of scores.
The Board is provided with
survey results for consideration
and to identify ways in which
author satisfaction can be
improved or enhanced.
57
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Engagement with Stakeholders
How we consider the interests
of our stakeholders
Information about how we
consider the interests of our
employees and the outcome of
our engagement is set out on
pages 70 to 73 of the Strategic
Report.
Employees
Why they matter
What matters to them
Ways we engage
Information about the ways we
engage with our employees is
set out on pages 70 to 73 of the
Strategic Report.
Our employees are amongst
Bloomsbury’s most important
strengths. They are key to
delivering Bloomsbury’s
purpose and strategy, and
are the driving force behind
Bloomsbury’s success.
Attracting and retaining
talent is therefore integral
to our performance and our
business model.
• Fulfilling work;
• Recognition;
• Fair and transparent
remuneration;
• Career development
and progression;
• To work in a
stimulating, positive,
ethical and supportive
environment for a
business with a strong
social purpose;
• A culture of inclusivity;
• To understand business
context and strategy;
• To have a voice in
Bloomsbury’s business;
• Engagement with
management; and
• The long-term health of
the business.
58
continuedwww.bloomsbury.comBloomsbury Publishing Plc Suppliers
Why they matter
What matters to them
Ways we engage
Building strong relationships
with our suppliers enables
us to obtain the best value
and quality of service. We
rely on our suppliers to
provide specialist services,
which enable us to bring our
publications and products
to market. We wish to
work with suppliers who
understand our priorities
and will adhere to our way of
working and to our values.
• Shared success;
• Appropriate
compensation for services
provided;
• Prompt payment;
• Predictable workloads;
• Provision of timely
information required to
manage service provision;
• Clear processes; and
•
Impact of legislative or
regulatory changes which
may impact on service
provision.
Engagement with key suppliers
is ongoing and frequent, and is
managed by the Heads of the
relevant functional divisions.
Regular formal meetings as
well as day-to-day engagement
ensure close collaboration and
the effective flow of information
required for the successful and
timely provision of services.
In the case of printers, this
includes the successful delivery
of finished stock according
to Bloomsbury’s publication
schedules.
In the case of Bloomsbury’s
distributors, this includes
the ability to meet customer
demand and expectations,
exercise effective credit control,
and appropriately manage
stock levels.
How we consider the interests
of our stakeholders
Significant issues arising out of
engagement with key suppliers
were reported to the Board
for consideration, including
engagement over commercial
terms.
Various supplier reporting
processes have been
strengthened, including in
respect of credit risk, bad debt
and retail customer charges and
returns.
Factors impacting on the
provision of services (such
as internal restructuring by
print supplier or restrictions
on storage space) were taken
into account by Bloomsbury
in placing work with relevant
suppliers.
The Board is committed to
high standards of ethical
business conduct. The policies
and procedures relevant to
business conduct are available
to all employees and are
incorporated by reference into
our contracts with suppliers.
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Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Engagement with Stakeholders
Customers – wholesale and retail
Why they matter
What matters to them
Ways we engage
Wholesalers and retailers are
Bloomsbury’s primary route
to market.
Collaboration with such
parties is an important
aspect of ensuring a work is
published successfully.
Regular engagement with
key customers builds trust
and nurtures long-term
relationships, which in turn
encourages support for
Bloomsbury titles.
Wholesale and retail
customers provide valuable
insight into consumer trends
and advice on optimum
release dates in order to
maximise sales.
• Maximising sales;
• Maximising revenue and
margins;
• Ensuring a level playing
field across wholesalers
and retailers;
• Reliability of publishing
schedules;
• Timely delivery of stock;
and
• Promotional support.
Senior management meets with
key customers at relevant book
fairs. During the pandemic, all
meetings have been virtual.
Bloomsbury’s sales team meets
regularly with customers, to
discuss forthcoming titles
and publishing programmes.
Sell-ins to customers occur
on a monthly, quarterly or
annual basis, depending on the
customer.
Our sales and marketing teams
liaise with key retailers on
an ongoing basis on a range
of matters with a view to
maximising sales.
How we consider the interests
of our stakeholders
Key topics of engagement
included:
• Commercial terms;
• Sales activity and sales
trends;
• Matters relevant to
maximising the success of
particular titles, including
cover designs, publication
dates, marketing plans and
retailer promotions;
• Promotional support for
individual titles; and
• Logistical issues.
60
continuedwww.bloomsbury.comBloomsbury Publishing Plc How we consider the interests
of our stakeholders
Feedback from our customers
and their stakeholders informs:
• How Bloomsbury develops
new and existing products;
and
• Product pricing the various
sales models Bloomsbury
offers (subscription vs
perpetual access sales,
short-term loans, evidence
or usage-based sales).
In response to feedback from
librarians, we are developing
user case studies to support
librarians’ internal-facing
activities.
Customers – academic and educational institutions, corporate customers
Why they matter
What matters to them
Ways we engage
Academic and educational
institutions and professional
organisations are becoming
increasingly important
customers in respect
of Bloomsbury’s digital
products, and consequently
for the delivery of our long-
term strategy of focusing on
digital opportunities to grow
our business.
• Access to high
quality, relevant and
comprehensive content
to support academic
courses and research, and
in the case of professional
organisations, the
activities of their
employees or members;
• Applying funding to
deliver the best value to
their own stakeholders;
and
• To ensure a swift, accurate
and cost-effective way
to purchase and access
relevant products.
Bloomsbury has in place
a range of engagement
mechanisms to ensure we
understand the priorities of
these customers. These include:
• Regular site visits by our
sales team to academic
libraries;
• Direct meetings with
a wide range of senior
academics and university
staff to understand their
requirements;
• Attendance of publishing
directors and sales
team at principal library
conferences and professional
organisation annual
membership events; and
• Regular surveys of student,
faculty and library users in
respect of all aspects of
Bloomsbury’s publishing
and, in particular, in respect
of new products.
During the pandemic, site
visits have been halted, all
meetings have been online and
attendance at conferences and
events has been virtual.
61
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continued
Society – including community and the environment
Why it matter
What matters
Ways we engage
At the heart of Bloomsbury
is a strong social purpose
– to inform, educate, and
entertain, to inspire a love
for reading and to promote
literacy. Making a positive
contribution to the wider
communities in which we
operate is therefore integral
to our activities. In addition,
the environmental impact
of Bloomsbury’s business
activities is a growing
consideration for us and we
are committed to effecting
improvements where
practicable.
• That Bloomsbury behaves
as a responsible and
ethical corporate citizen;
• That we support relevant
charities;
• That we contribute to
community success;
• That we promote diverse
representation within
our workforce and in the
content we publish; and
• That we manage our
environmental footprint.
The very essence of our
business is engagement with
wider society, through the
dissemination of stories and
ideas, the stimulation of debate
and dialogue, the support of
learning and research and the
enrichment of culture.
Information about our
charitable donations, charitable
initiatives and direct community
engagement is set out on
pages 65 to 70 of the Strategic
Report.
Bloomsbury also works in
partnership with theatres
and other organisations to
publish their cultural output
in the form of play texts and
programme texts to accompany
performances. The inclusion
of live performance collections
in Bloomsbury’s educational
databases, made available
for free to schools, provides a
means of extending audience
reach and ensuring cultural
heritage is embedded within
the curriculum.
Expanding the Group’s
activities on sustainability is a
key priority for us. Information
on our activities in this area
and progress during the year
is set out in the Corporate
Responsibility section on
pages 76 to 77.
How we consider the interests
of our stakeholders
The Board supports
Bloomsbury’s wider social
purpose and charitable
initiatives, including as part of
the approval of the Company’s
budget and strategic plan,
where applicable.
The Board considers the
long-term impact on the
environment of Bloomsbury’s
operations in its decision
making and receives annual
reporting on the Group’s
greenhouse gas emissions,
generation of waste, and
consumption of water,
with comparisons to prior
years. Details of the Group’s
environmental policy and
performance can be found in
the Corporate Responsibility
section on pages 76 to 81.
The Board has oversight of
Bloomsbury’s environmental
policy and strategies for
reducing the environmental
impact of our business. The
Executive Committee and
the Board receive regular
presentations on the activities
of Bloomsbury’s Sustainability
Steering Group, considers
recommendations from the
Steering Group for proposed
sustainability initiatives
and approves action where
appropriate to improve
Bloomsbury’s environmental
footprint, including the setting
of targets to reduce greenhouse
gas emissions.
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www.bloomsbury.comBloomsbury Publishing Plc Considering our Stakeholders through the
Covid-19 Pandemic
Employees
The safety and wellbeing of colleagues
has been a key priority for the Board
through the pandemic. As the scale of
the global pandemic became clear, a
decision was taken, prior to the first UK
Government “stay at home” order, to
close our offices worldwide on 16 March
2020 and ask colleagues to work remotely
from home.
During this period of uncertainty
and change, the Board and senior
management team focused on providing
reassurance, dedicating resource
and attention to helping colleagues
successfully adapt to working from home
while seeking to maintain a sense of
community and connection.
The frequency of communications from
management to our workforce was
significantly increased in order to ensure
that colleagues remained informed
of business developments and the
measures taken by the Board and senior
management to establish the security of
the business, and to provide guidance
and support to colleagues.
We have fostered employee engagement
through ongoing Employee Voice
Meetings, monthly virtual Town Halls, and
online social networks, as well as hosting
virtual Wellbeing Lunches Live events for
all employees. Colleagues have been able
through the forum of Employee Voice
Meetings to provide feedback on actions
and initiatives taken by Bloomsbury in
response to the pandemic and the extent
to which this has met their specific needs
and concerns. We have responded to this
feedback with various measures as set out
on pages 70 to 71 of the Strategic Report.
We eschewed redundancies and, while
making necessary adjustments to our
operational and working practices in
response to the practical impact of the
pandemic, we pursued as far as possible
a course of “business as usual” to provide
stability for our colleagues. We restricted
our use of the Government furlough
scheme to a small number of employees
performing office management and
facilities roles, for a limited period.
With the objective of avoiding
redundancies and as one of the measures
we took in the early days of the pandemic
to preserve cash and ensure the resilience
of the business at a time of extreme
uncertainty, we asked all staff earning
over a particular threshold to agree
to a voluntary reduction in salary for a
period of three months. The response
from colleagues to this request was
overwhelmingly positive. Salaries were
subsequently reinstated in July 2020, and
in November 2020 all amounts which had
been voluntarily sacrificed by colleagues
were repaid in full.
As the year has unfolded we have
sought the views of colleagues on future
working practices once social distancing
measures are lifted and Bloomsbury’s
offices reopen. The feedback received has
informed the decision of the Board and
management to introduce a balanced,
agile working model in response to the
desire of colleagues for more flexibility
and has enabled the Board to manage the
Company’s real estate requirements more
effectively.
As the global social justice movement has
gained momentum and to demonstrate
our commitment to tackling issues of
social inequality, we have responded by
accelerating our work on Bloomsbury’s
diversity and inclusion strategies. Read
more about our HR practices and our D&I
initiatives in our Corporate Responsibility
section on pages 70 to 75.
Shareholders
In response to the pandemic, the Board
took swift measures to strengthen
Bloomsbury’s balance sheet and increase
liquidity to ensure sufficient working
capital to weather the impact of the
pandemic and ensure the long-term
viability of Bloomsbury’s business.
The Board determined that it would be in
the best interests of Shareholders to raise
funds by undertaking an equity placing
(“Placing”). The Chief Executive and
Group Finance Director held meetings
with major Shareholders to seek their
views on the proposed Placing, and
received broad support for this action.
Proactive measures were also taken to
conserve cash and safeguard Shareholder
interests, including:
• The Board taking salary or fee
reductions of 30%;
• Salary reductions across the majority of
staff, weighted to senior colleagues;
• Applying for government schemes in
the UK, US and Australia to support
staff and the operation of the business;
• Recruitment freeze; and
• Reducing discretionary spend.
The Board further determined that it
would be appropriate to cancel the final
cash dividend for 2019/2020. Major
Shareholders were consulted in respect
of a proposal for the Company to instead
settle the dividend by way of a bonus
issue, which it did following Shareholder
approval at the 2020 AGM.
Authors and Illustrators
While many other publishers responded
to the pandemic and the closure of
physical retail by delaying publications
schedules, Bloomsbury made a strategic
decision not to delay publication of our
frontlist titles.
This decision provided certainty and
security for our authors, who also
consequently benefitted from a greater
opportunity for publicity and increased
visibility of their books. This decision
was also intended to guard against the
potential impact on the book market
once publishers who had delayed their
publication schedules simultaneously
released the titles they had put on hold
later in the year.
At the same time, we have been
supportive of our authors by agreeing
changes to manuscript delivery dates
where necessary and in response to their
personal circumstances.
We have worked closely with our
authors to pivot to online marketing and
virtual publicity events to promote their
books, succeeding in reaching far larger
audiences than would have been possible
in the physical world.
63
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Considering our Stakeholders through the
Covid-19 Pandemic
continued
A key concern for authors during the
pandemic and particularly during the
periods when physical retail shops have
been closed has been the availability
of their books for sale; we have been
in continuous communication with
our authors to keep them informed of
any issues with the supply chain and
have worked extremely closely with
our suppliers and customers to meet
scheduled publication dates and ensure
the availability of stock for sale.
Customers
Government lockdown measures and
retail closures affected our wholesale
and retail customers worldwide,
particularly in the UK, Europe and
India. We have supported customers
by extending credit terms to help them
continue trading through lockdowns
and have supported the Booksellers
Association and independent bookshops
on initiatives such as the arrival of
Bookshop.org, through online campaigns
promoting delivery or click & collect
from physical bookshops and by creating
exclusive promotional materials for
physical retailers.
We have cooperated closely with our
online retail customers to respond to
the massive shift to online consumer
purchasing which has resulted from the
pandemic, to meet increased demand,
and to address logistical issues arising in
the supply chain.
Bloomsbury websites were also adapted
to become alternative retailers for
consumers during lockdown and we
created bespoke website promotions for
different markets.
Academic and educational institutions
around the world have been required
to migrate rapidly to online classes; we
responded by creating an expanded free
access initiative to Bloomsbury Digital
Resources to support our customers in
making this transition to digital learning.
We continue to build our digital learning
strategy to provide more solutions for the
shifting academic landscape and to meet
the changing needs of our customers.
64
Suppliers
As the pandemic disrupted business
operations and some publishers decided
to delay publication dates, a key concern
for our print suppliers was certainty
over incoming business and revenue
streams. As a result of our decision
not to delay publication of our frontlist
titles despite lockdown measures and
the closure of physical retail, we were
able to support our print suppliers
by ensuring a continuous work flow.
We also increased the frequency of
our engagement with these suppliers
to effectively manage the impact of
creating safe working environments, staff
illness and Government restrictions on
supplier capacity.
For our print distributors, the key concern
was how to manage supply and deliveries
with a reduced workforce as a result of
Government restrictions and placing
employees on furlough. The priority for
them has been to have certainty over
the availability of stock in order to meet
rapidly changing customer demand
and delivery requirements. This was
particularly challenging as orders shifted
dramatically to key online retailers and
then shifted again when High Street
retailers were able to open. We have
been in constant communication with
our distributors to manage these issues
on a day-to-day basis throughout the
pandemic, keeping them informed
over stock availability and supply and
liaising with customers as necessary to
support our distributors in meeting their
requirements.
Society and the Environment
We recognise the responsibility of
publishers to reflect the societies in which
we operate, and the important role that
we play in shaping culture.
We have been at the forefront of the
social justice movement with Why I’m No
Longer Talking to White People About
Race, by Reni Eddo-Lodge, which was
the number one paperback Sunday Times
bestseller for seven weeks, and White
Rage by Carol Anderson which reached
number eight on the New York Times
bestseller list.
We have expanded our Diversity and
Inclusion Working Groups and employee
networks globally, to ensure engagement
with our colleagues on the vital topics of
equality, diversity and inclusion and have
developed a global Diversity, Equity and
Inclusion Action Plan towards increasing
diversity within our workforce and in our
publishing.
We are in the process of formulating our
strategy for responding to climate change
and reducing our environmental footprint,
including by setting science-based targets
to reduce our emissions in line with
the goals of the Paris Agreement. The
Board has approved emission reduction
targets and these have been submitted
to the Science Based Targets initiative for
validation.
In light of Bloomsbury’s strong
performance during the year, the Board
determined that it would be appropriate
to repay the UK Treasury in full in respect
of sums received under the Government
furlough scheme, particularly in light
of the severe negative impact of the
pandemic on certain other industries.
Read more about how we have
responded to social and environmental
issues in the Corporate Responsibility
section on pages 65 to 77.
www.bloomsbury.comBloomsbury Publishing Plc
Corporate Responsibility
Our literary heart and social purpose
At the heart of our business is a strong
social purpose – to inform, educate and
entertain, to inspire a love for reading and
learning, to promote literacy and to help
build a reading culture.
Bloomsbury’s activities have a significant
beneficial social impact globally through
the publication of a diverse and inclusive
range of titles from an international author
base, and by providing access to a wide
range of resources to support learning
and research at different levels of the
educational system.
Through our publishing, we celebrate
diversity and creativity, encourage
dialogue and debate, champion free
speech and human rights, and challenge
the status quo; all fundamental aspects of
a democratic and culturally rich society.
Many of our books are in themselves a
social good, driving change.
In addition to the social purpose that
guides Bloomsbury’s activities generally,
the Board aims to take account of
other social, environmental and ethical
issues which may be relevant to
Bloomsbury’s operations.
Our community
Our publishing teams share a common
passion for promoting the enjoyment of
reading and high-quality literature that
is often cutting edge and provides new
authors with opportunities to establish
themselves. Our Children’s Trade division
The gift edition of the Book of Hopes,
published in October 2020 in support of
NHS Charities Together
is focused on promoting literacy for
young readers of all abilities and ages,
including specialist ranges for “Hi-Low”
pupils (high age, low attainment), which
provide parents and teachers with the
tools needed to engage their children
in reading.
In addition to our direct commercial
activities and with a focus mainly on
promoting literature, literacy and
education, we actively support numerous
organisations worldwide, including
schools, universities, libraries and other
good causes and charities. We also
encourage the spare time involvement
of staff worldwide in supporting good
causes and in the promotion of literature,
literacy and education. These voluntary
activities by employees are often directly
or indirectly assisted by the business
and by Bloomsbury colleagues. The
following examples illustrate the range of
Bloomsbury’s support and support by its
employees for good causes worldwide:
Corporate donations
• Bloomsbury adopted the National
Literacy Trust (“NLT”), a charity
dedicated to giving disadvantaged
children the literacy skills they need
to succeed and to improving reading,
writing, speaking and listening skills in
the UK’s poorest communities, as its
house charity in July 2019. We have
been working with the NLT to support
activities aimed at developing literacy
in Hastings, one of the ten worst cities
in the UK for adult and child working
class literacy (more information about
Bloomsbury’s support of the NLT is
set out in the Charitable Partnerships
section below). In 2020, we made a
donation of £10,000 to the NLT. These
funds were put towards an emergency
appeal to help and support children,
parents, teachers and schools through
the coronavirus pandemic. In addition,
Bloomsbury made its educational
resources and activity ideas available
as part of the NLT’s “Family Zone”
website. For the second year in a row,
as part of the Christmas campaign with
the NLT, Bloomsbury donated 11,245
books, which were shared across 25
primary and secondary schools in
Hastings in support of the NLT’s pledge
to support children’s literacy and instil
a love of reading from an early age.
•
•
•
•
Over the year, Bloomsbury donated
more than 60,000 books to the NLT,
which included copies of Harry Potter
and the Philosopher’s Stone.
In 2019, Bloomsbury published
Dishoom: From Bombay with Love,
written by the head chef and co-
founders of the successful Dishoom
restaurant chain, Shamil Thakrar,
Naved Nasir and Kavi Thakrar. Inspired
by Dishoom’s Meal for a Meal Initiative,
Bloomsbury has been donating a
portion of its proceeds from book sales
to Dishoom’s charity partners, Magic
Breakfast (UK) and the Akshaya Patra
Foundation (Mumbai), to help children
in need by providing healthy breakfasts
to the most vulnerable. To date, in
New Delhi and London, our donations
have contributed towards the provision
of 269,495 meals for children living
with food insecurity.
In February 2021, our India office
made a separate donation of
over £5,000 to the Akshaya Patra
Foundation, who work to eliminate
classroom hunger, alleviate poverty
and improve access to education with
their midday meal scheme. The funds
will be put towards providing lunch
for 225 children in Government-run
schools in Delhi for one year and
distributing 225 “happiness kits” to
poorer families affected by coronavirus.
These kits contain essential items
such as nutritious groceries, immunity
boosters, hygiene products and
learning materials.
In response to the social deprivation
caused by the coronavirus pandemic
and the rising levels of unemployment
in the UK, Bloomsbury donated
£10,000 to The Trussell Trust, which
supports more than 1,200 food bank
centres in the UK. Bloomsbury also
matched amounts donated by staff.
In June 2020, in response to the social
justice movement which followed
the killing of George Floyd and to
demonstrate its commitment to
playing its part in addressing issues
of social inequality, Bloomsbury made
a donation of $10,000 to Black Lives
Matter. In July 2020, in partnership
with Waterstones, Bloomsbury also
donated 10% of profits from certain
Waterstones’ sales of Why I’m No
Longer Talking to White People About
Race by Reni Eddo-Lodge to the
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Black Training and Enterprise
Group, a national charity delivering
programmes for BAME people aged
11 to 30 years, and INQUEST, a charity
that provides expertise on state-related
deaths, and campaigns alongside
families and others to access the truth,
hold those responsible to account and
effect meaningful change to prevent
future deaths. A total of £15,704 was
donated in equal amounts to each of
these charities.
• We support good causes that
promote literacy and literature. We
are a sponsor of, and partner with,
World Book Day, the most important,
inclusive reading initiative in the UK,
established by UNESCO to promote
reading amongst children and adults.
During the year, Bloomsbury made a
donation of £21,000 to World Book
Day. In 2020, we published Kid Normal
and the Loudest Library by Greg
James and Chris Smith. Greg and
Chris spent World Book Day (and the
day after) sharing stories with almost
1,000 children at two school events
with Owl Bookshop and Children’s
Bookshop, Muswell Hill. Bloomsbury
also supported World Book Day’s
“Share a Million Stories” campaign,
encouraging parents and children to
develop new reading behaviours by
sharing stories for at least ten minutes
every day. Bloomsbury was able to
coordinate over 80 events with over
12,000 children in the UK and Ireland.
Furthermore, as part of Bloomsbury’s
partnership with the NLT, author Action
Jackson lead an assembly at Hastings
Academy, Hastings, motivating
children to overcome mental blocks
or lack of confidence that prevented
children from taking pleasure in
reading.
•
In response to the disruption and
exceptionally difficult circumstances
created by the coronavirus pandemic
for authors, the Company made a
donation of £5,000 to the Society of
Authors emergency appeal fund.
• Our US office has also provided
sponsorship to a number of non-profit
groups involved in the promotion of
literacy, human rights and the freedom
of expression, including the Children’s
Book Council, a charity that promotes
children’s books and reading, the
Center for Fiction, the only non-profit
organisation in the US solely dedicated
66
to the promotion of readers and writers
of fiction, the National Coalition
Against Censorship, which promotes
freedom of thought and inquiry
and opposes censorship, the Amy
Rosenthal Foundation, a foundation
which provides funding for ovarian
cancer research as well as children’s
literacy, and Open eBooks, which offers
free eBooks to children from in-need
communities. In light of coronavirus,
the US office also made a donation
to the Book Industry Charitable
Foundation, which provides support to
owners and employees of bookshops
and booksellers with unforeseen
emergency financial needs, in
particular this year, arising from the
pandemic.
• Our Australia office supports the
Indigenous Literacy Foundation
(“ILF”), with fundraising and time given
for administrative support. During the
year, Bloomsbury’s Australia office
made a modest donation to ILF, to
match funds donated by Bloomsbury
employees.
• Our US, UK and Australia offices
donate, or provide at a reduced cost,
a substantial quantity of books and
games each year, which includes
donations of mainstream titles to
schools, libraries and organisations
supporting education, e.g. our US
office donated over 262,000 children’s
books to the Soho Center that
promotes quality childcare nationally
with a special focus on children’s
literacy, school readiness, and school
success, and our UK office donated
over 6,600 books to Book Aid
International, which gives free books
to institutions and organisations in 30
countries and territories around the
world to support reading and literacy.
Our Australia office has donated books
to the Children’s Book Council of
Australia, a Sydney Writers Festival
programme supporting disadvantaged
schools in Western Sydney, and
children receiving treatment in
Queensland hospitals, amongst other
causes. Other donations of books and
Osprey games worldwide have been
to good causes not related to literature
and education such as Barnardo’s,
Oxfam, the Red Cross, the Salvation
Army and smaller organisations local to
our offices worldwide.
www.bloomsbury.comBloomsbury Publishing Plc A portion of Bloomsbury’s proceeds from book sales of Dishoom are donated to Dishoom’s charity partners, Magic Breakfast (UK) and
the Akshaya Patra Foundation (Mumbai), to help children in need by providing healthy breakfasts to the most vulnerable
Charitable partnerships
• Bloomsbury entered into a three-year
partnership with the National Literary
Trust (“NLT”) in July 2019 with the
mission of supporting the NLT in its
efforts to overcome literacy challenges
facing the residents of Hastings –
identified by Ofsted as one of the
country’s worst performing boroughs,
and by the NLT as one of the towns
in the UK with the worst literacy rates.
Bloomsbury’s annual financial support
helps the NLT to deliver outreach
activities via schools, community
centres and food banks to help
children and adults of Hastings who are
most in need. In addition to financial
support, Bloomsbury will provide
access to the skills and expertise of its
staff and authors to the NLT, along with
significant book gifting, competitions
and promotional support. Prior to the
outbreak of the coronavirus pandemic
and the ensuing social restrictions, our
partnership with the NLT has involved
an array of reading events based in the
NLT’s Hub in Hastings, including town-
wide reading moments, competitions
and meet-and-greet sessions with
Radio 1 celebrities and Kid Normal
authors, Greg James and Chris Smith.
• As part of our wider goal to make
a positive contribution to the
environment, Bloomsbury has
embarked upon a new partnership
with the Woodland Trust. During the
year, Bloomsbury made a donation
of £15,000 to The Woodland Trust to
sponsor a one acre grove at Langley
Vale Wood in Epsom, Surrey which
contains around 750 newly planted
trees. The donation encompasses
ongoing care and management of the
trees planted to ensure they grow into
maturity, enabling them to provide
shelter and food for wildlife.
• Bloomsbury has also teamed up
with Reforest’Action, which aims to
preserve, restore and create forests
around the world in order to develop
their multiple environmental, social and
economic benefits. Bloomsbury has
made donations equalling £10,379 to
several of their projects, planting trees
around the world to actively support
reforestation, increased biodiversity
and carbon absorption. Bloomsbury
has sponsored the preservation of
over 8,900 trees in 2021 via the
Reforest’Action projects Bloomsbury
are sponsoring in Guinea, Peru and
Indonesia.
• Our Children’s publishing division
publishes books in partnership with
three leading UK charities whose
key focus is nature conservation and
wildlife. They are the RSPB, Royal
Botanic Gardens, Kew, and The
Woodland Trust. These partnerships
involve the publication of titles by
Bloomsbury that support the activities
of these charities, and embed their
public mission statements into the
commercial world of bookselling,
reaching far beyond their membership
pool with titles across all age groups
from three years and above. We are
experts at commissioning high profile
authors with excellent credentials and,
in many cases, who have empathy
and links with these charities. The
long-term nature of our commitment
to these collaborations is evident in
our relationship with the RSPB. It now
spans a decade, with sales of over
750,000 units and includes nearly 30
successful books that remain perennial
favourites, reprinting year-on-year. A
royalty is paid to the relevant charity
for each book sold and over the year,
sales raised a total sum of £59,708.
• Our Education publishing division
has worked with Lee Elliot Major,
Professor of Social Mobility and former
CEO of the Sutton Trust, and Steve
Higgins, Professor of Education,
to publish What Works? based on
the findings of the EEF-Sutton Trust
Teaching and Learning Toolkit. This
research helps schools to promote
social mobility and improve the
life chances of those experiencing
socioeconomic disadvantage.
• Bloomsbury also works closely
with EmpathyLab, which is the
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continued
first organisation to build children’s
empathy, literacy and social activism
through a systematic use of high-
quality literature. The strategy builds
on new scientific evidence showing
the power of reading to build real life
empathy skills. Working closely with
this charity and many of our authors,
we ensure that children and the books
they read support the teaching of
empathy.
• Bloomsbury’s Chief Executive is
President of Book Aid International
which gives approximately
1,000,000 books a year to public
libraries, community libraries,
schools, universities, refugee camps,
hospitals and prisons worldwide.
Staff volunteering
• The volunteering activities which staff
would ordinarily engage with have been
severely curtailed due to the coronavirus
pandemic. However, employees took
the initiative to volunteer virtually and
within their local communities during this
challenging time.
• A significant number of our employees
worldwide, both through a Bloomsbury
coordinator and privately, are usually
involved in formal volunteer reading
schemes and regularly attend schools
in the UK and the US. These provide
supervised reading support to young
readers, often from disadvantaged
backgrounds where their opportunities
to develop reading skills may be
hindered. During the pandemic
however, due to restrictions on
socialising, employees were unable to
attend schools to do so.
• Bloomsbury employees provided
virtual talks to schools and colleges on
careers, such as in digital publishing
and IT, publishing in general and
on reading skills required in the
workplace. They have also assisted
young people with interview
practice, career mentoring and
school magazines. They are unpaid
public speakers at presentations,
have published articles and hosted
discussions on publishing topics and
are volunteers for literary festivals
and societies for young publishers.
Bloomsbury employees also support
primary schools, e.g. by giving online
classroom talks on writing.
• Many employees worldwide are
involved in their local communities
typically promoting literacy, literature
68
and education, such as by sitting on
committees, as governors of schools,
by supporting special interest groups
and as trustees and supporters of
publishing industry and arts voluntary
organisations. For example, one UK
employee volunteers for a local charity
and attends the local primary school
to help young children with their
reading. US employees also support
various organisations, for example
by mentoring at a not-for-profit
organisation connecting self-identified
people of colour who are interested in
publishing and literature to publishing
professionals. An employee in our
Australia office has, for many years,
been a volunteer at ILF, mentioned
in the Corporate Donating section,
donating an hour each week at ILF’s
head office to support ILF outreach
initiatives and fundraising activities.
Much of the activities would have
either been conducted virtually or
when social distancing restrictions were
relaxed during the financial year.
• The main Board Directors commit
significant spare time outside of work
to book-related charities, not-for-profit
organisations and higher education.
Staff donating
In previous years, Bloomsbury employees
worldwide would often call on their
colleagues for fundraising sponsorship
such as with marathons, cake sales
and many other employee-inspired
activities. Due to social distancing
restrictions and the closure of Bloomsbury
offices worldwide, there were limited
opportunities for employees to
collectively raise money for charity.
However, as part of Bloomsbury’s
virtual Christmas celebrations, through
a fundraising raffle, employees made
donations to the Book Trade Charity, a
charity that provides care and support
to people working in the UK book trade
industry. Usually, our US office would
participate in food, coat and feminine
hygiene product drives, and donate
these to the homeless and vulnerable
communities in New York City. In 2020, in
light of the pandemic, staff were invited
to make donations online to Food Bank
for New York City, which campaigns to
end food poverty in the five boroughs of
New York. These donations were matched
by Bloomsbury, and a total donation of
$4,000 was made, which provided 9,700
meals to the people of New York.
Events for the community
Bloomsbury’s public events series, The
Bloomsbury Institute, produced 14 virtual
literary and publishing-related events
during the year and welcomed over
1,600 writers, editors and publishers into
virtual event sessions with Bloomsbury
authors and staff. Successful events
included a brand new series of talks
around “A Career in Publishing”, which
featured Bloomsbury editors, producers
and publicists sharing career advice
and mentoring tips to students and
professionals from other industries
who want to work in publishing. The
Bloomsbury Institute hosted five events in
this new series in 2020.
Sarah J. Maas appears at the virtual Jaipur Literature Festival to celebrate the release
of A Court of Silver Flames
www.bloomsbury.comBloomsbury Publishing Plc Further initiatives in response to the
coronavirus pandemic
In addition to the activities mentioned
in the preceding pages, Bloomsbury
undertook a number of initiatives to help
support and inspire the community during
the coronavirus crisis:
• Recognising that many people would
be combining working from home
and looking after children, we made
our Bloomsbury Education online
product Bloomsbury Early Years free
to all. While the activities are aimed at
children aged up to five years old and
tied into the curriculum in England for
that age group (the “EYFS”), there was
plenty of inspiration for children who
were a bit older too.
• We gave free online access to
textbooks to support school and
university students and instructors
with remote learning, both through
partnerships with Kortext, Vitalsource,
BibliU, Redshelf and Classoos,
and direct to customers. This also
included additional online resources
and activities for home learning,
including videos, lesson plans and
teaching tools. We also allowed for
free licence upgrades on a temporary
basis so that institutions that had
purchased a single user or three users
licence could upgrade their access to
unlimited usage, free of charge.
• The National Theatre Collection on
Bloomsbury’s online resource Drama
Online was made available for free
to pupils and teachers at UK state
schools and state-funded further
education colleges via remote access
from home. Over 2,600 state schools
and colleges signed up to the National
Theatre Collection in the first two
weeks of this offer going live to access
these resources at home. Bloomsbury
also extended the free trial period
for academic institutions, including
universities, libraries and independent
schools, until the end of May 2020 to
continue to support the educational
community across the globe.
In response to the nearly immediate
migration to online classes,
Bloomsbury Digital Resources
launched a three-month expanded
access initiative to present Bloomsbury
as part of a solution to the educational
issues created by this unprecedented
crisis. This initiative allowed libraries
to gain free access to all of our online
•
resources so their faculty, staff, and
students could take advantage of
our rich trove of scholarly databases,
ebooks, and historical archives during
this time of rapid transition to digital
learning, research, and teaching. In
addition to extending gratis access,
we conducted outreach via email,
social media, and other channels to
our author base, library contacts,
faculty, and many more to ensure
that those with new access had the
information they needed about the
features and tools to make best use
of our resources. The response was
significant. Many of these institutions
had not purchased from, or subscribed
to, Bloomsbury previously. In addition,
in response to the high number of
requests for extending the free access
period, Bloomsbury offered short-term
subscriptions for the first time.
• The outbreak of the coronavirus
pandemic made us, our authors
and illustrators very aware of the
challenges for families, schools and
young people processing the sudden
changes in the world around them.
Two books were created to offer a
window of hope in this challenging
period, as well as raising funds for two
important charity partners. In April
2020, Katherine Rundell launched The
Book of Hopes: Words and Pictures
to Comfort, Inspire and Encourage
Children in Lockdown with the
support of Bloomsbury’s editorial and
publicity teams. Curated by Katherine,
this extraordinary collection has
contributions from over 110 children’s
writers and illustrators – “professional
hunters of hope” – including Lauren
Child, Frank Cottrell Boyce, Sophie
Dahl, Emily Gravett, Anthony
Horowitz, Greg James and Chris
Smith, Catherine Johnson, Michael
Morpurgo, Patrick Ness, Axel Scheffler,
Danny Wallace, Jacqueline Wilson and
of course, Katherine Rundell herself.
Dedicated to “the doctors, nurses,
carers, porters, cleaners and everyone
currently working in hospitals“, The
Book of Hopes is available to read for
free in full on the NLT website. A gift
edition of the book was published
in October 2020 in support of NHS
Charities Together. A proportion of
the proceeds from each copy sold is
donated by Bloomsbury to the charity,
raising £47,389 during the year. Also
in partnership with NHS Charities
Together, Bloomsbury published
Portraits for NHS Heroes, which
showcases a remarkable collection
of portraits from artists around the
world arising from artist Tom Croft’s
#PortraitsforNHSHeroes project. A
proportion of the proceeds from
each copy of the book sold goes to
NHS Charities Together to fund vital
projects. To date, sales have raised
£24,000 for the charity.
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• Bloomsbury also worked with BUPA
and the NLT to donate 5,000 copies
of The Book of Hopes title to primary
schoolchildren. To date, we have sold
over 25,000 copies. Furthermore,
inspired by the rainbows children
made in lockdown, The World Made
a Rainbow by Michelle Robinson and
Emily Hamilton was written to help
children navigate their way through
the complex emotions of the past year,
with Bloomsbury donating a proportion
of the proceeds to our charity partner,
Save the Children. The book has sold
nearly 40,000 copies across all markets
and has raised over £21,000 for Save
the Children.
• We have granted schools permissions
to create free readings from our
books to share with their students
and support learning during school
closures.
Our people
The success of our company is driven by
the expertise, passion and commitment of
our workforce. Our colleagues are a key
asset of the business and our employment
practices and policies are directed
at creating a workplace that attracts,
motivates, develops and retains high-
calibre employees. Effective engagement
with employees is an essential aspect of
achieving this.
Bloomsbury has in place a wide range of
mechanisms to engage with employees.
A key element of our engagement
strategy is our Employee Voice Meeting
(“EVM”) programme. This programme
allows employees to have their voices
heard directly by senior management
and by the Board. EVMs are held
routinely throughout the year, with a
selection of employees from different
levels across the Group being invited to
attend scheduled meetings by rotation.
These meetings provide every employee
of Bloomsbury with the opportunity
to share their views on Bloomsbury’s
strategy, communications, training,
compensation and benefits, and other
matters of concern or interest to them
with Bloomsbury’s senior management
and the Board. Meetings are chaired by
members of the Executive Committee
on rotation, and Non-Executive Directors
are also invited to attend these meetings.
Employees are encouraged to share
their honest views on the understanding
that the matters discussed will not be
attributed to particular individuals in the
reports, which are provided to the other
members of the Executive Committee
and the Board on the outcomes of the
meetings. The Executive Committee and
the Board are provided at each of their
respective meetings with the minutes of
EVMs on an anonymous basis together
with a list of the key themes arising
out of EVMs. During 2020/2021, EVMs
continued to take place virtually.
This form of engagement with
employees across the Group enables
senior management and the Directors
of Bloomsbury to keep a finger on the
pulse of the organisation and to gain
unfiltered feedback from employees on
Bloomsbury’s strategy, communications,
employee compensation and benefits,
and approach to employee development,
as well as employees’ views on the senior
leadership team overall. The Board and
the Executive Committee discuss and
approve new policies based on the
outcome of these meetings.
EVMs also provide an effective means
for the Board and senior management to
monitor the Company’s culture in order to
ensure that it aligns with the Company’s
values and purpose, and continues to
support the delivery of the Company’s
strategy.
Other mechanisms, in addition to EVMs,
through which Bloomsbury engages with
employees include:
• Town Halls;
• Employee networks and focus groups;
• A weekly newsletter to all employees
worldwide;
• The Company’s bi-annual Highlights
meeting; and
• Monthly divisional meetings.
Bloomsbury’s formal appraisal programme
also provides the opportunity for
colleagues to give and receive feedback
on performance and discuss opportunities
for career development. During the year,
all appraisal meetings were conducted
online.
Employee engagement and
wellbeing during the Covid
pandemic
Our first priority in response to the
coronavirus pandemic was ensuring the
health and safety of our employees and
we closed our offices on 16 March 2020.
To support the overnight transition to
working from home by Bloomsbury’s
23
Employee Voice
Meetings
9
Active D&I Employee
Resource Groups
70%
average employee
attendance rate at
monthly Town Halls
70
Nigel Newton, Chief Executive, hosting a monthly Bloomsbury Town Hall
continuedwww.bloomsbury.comBloomsbury Publishing Plc workforce globally, we significantly
increased the frequency of Head Office
communications with employees with the
objective of providing clear guidance on
measures being taken by Bloomsbury in
response to the pandemic, and to provide
assistance, support and reassurance to
employees in the face of the challenges
posed by the crisis. This has included
the following:
• Daily updates during the first lockdown
from Bloomsbury’s Health & Safety
Committee;
• Monthly Town Halls, hosted by the
Chief Executive, Nigel Newton, and
members of senior management to
present Company news and other
initiatives. Employees were invited
to submit questions in advance of
sessions, which would be answered
during the live session;
• Regular email communications from
the Chief Executive to all staff; and
• Surveys conducted during the year
to gather information and insights
into employee preferences for
future working and when the offices
should open.
To provide guidance and support on
physical and mental health and wellbeing
during the pandemic, we implemented
the following initiatives:
• The creation of a designated Mental
Health Hub area on the Company’s
intranet for those struggling with their
mental health;
• The establishment of numerous online
social channels to enable colleagues
to connect with one another while
our offices have been closed due to
pandemic restrictions;
• The provision of access to private
medical consultations over the
telephone;
• Wellbeing Town Halls hosted by Dr
Bill Mitchell, a clinical psychologist
based in London who specialises
in rebalancing the lives of the
overwhelmed, overstressed and
overscheduled and author of Time to
Breathe, Anna Williamson, television
presenter, ambassador for Mind and
author of Breaking Mad: The Insider’s
Guide to Conquering Anxiety, Imogen
Dall, author of Burnout Survival Kit,
and Lexie Williamson, yoga instructor
and author of Move: Free Your Body
Through Stretching Movement and The
Stretching Bible: The Ultimate Guide to
Improving Fitness and Flexibility; and
• Bloomsbury books on mental health
and wellbeing were made available
to employees free of charge in PDF
format on the Company’s intranet.
• Operation of a Mentoring Scheme to
enable employees in the business to
succeed and develop in their roles with
the help of a mentor;
To coincide with the UK’s Mental Health
Awareness Week from 10 May to 16 May,
Bloomsbury employees were invited to
attend a week-long programme of online
events focusing on mental health.
Employment policies and
HR initiatives
We promote a supportive and inclusive
culture that fosters diversity and encourages
professional development, active
participation and the exchange of ideas.
During the year, the Group continued to
implement and develop a wide range of
strategic HR initiatives directed at further
promoting this culture and creating a
rewarding and inclusive work environment
and ongoing professional opportunities
for colleagues, while also responding
appropriately to matters raised during
EVMs. These initiatives are reflected in the
Group’s employment policies and practices
set out on pages 72 to 73, which include:
•
Introduction of a Group bonus scheme
to reward all employees for their
contribution to Bloomsbury’s success;
• The introduction of a Home Rental
Deposit Loan scheme for employees in
entry level or early career roles to assist
with securing accommodation;
• Revision of the annual leave policy,
to grant staff additional holiday in the
period between Christmas and New
Year, so that employees are no longer
required to take this period from their
personal annual holiday allowance;
Provision of a Management Development
programme for all UK line managers across
all departments within the business to
support personal development, career
progression and the ability to grow their
leadership and management capabilities
so that they are equipped to progress in
their careers. The formal management
training programme has been suspended
during 2020/2021, given the challenges
posed by the pandemic and the
unpredictable demands on employees’
time, especially during school closures, but
will resume in May 2021 with the launch
of The Bloomsbury Diploma in Leadership
and Management, which will be run by our
third party training provider Corndel;
• Provision of executive coaching
for employees in senior
leadership positions;
• Reduction of notice periods for entry
level and early career roles, and the
reduction of probationary periods for
the same level of roles;
• Provision of a global Employee
Assistance Programme to support
employee well-being and mental
health. This service is provided by an
independent company and provides
all employees with free, confidential
access to counselling and support for
work and personal issues.
In addition to the above, the following
initiatives were rolled out in specific
response to the coronavirus pandemic:
• Employees were offered two personal
wellness days during the 2021 calendar
year to rest, recharge and do whatever
was necessary to feel refreshed;
• Core Hours were extended to cover a
12-hour period from 7.00am to 7.00pm
to offer employees flexibility around
managing work and wider personal
and family responsibilities. For those
employees who needed further
flexibility in respect of work, schooling,
parenting or caring, employees were
given the choice to complete their
contracted work hours at any time
between Monday to Sunday with no
set start or finish time;
• Winter hours, which were modelled
on the Company’s Summer Hours
policy, were implemented as part of
the flexible working arrangements to
enable employees to finish work early
on Fridays over the winter months;
• “Meeting-Free Fridays” were
introduced to mitigate virtual meeting
fatigue; and
• Employees were encouraged to
purchase office and computer
equipment required to work from home
effectively up to a specific value and
seek reimbursement from the Company.
Recognising that working practices
across all industries were changing, we
have examined our ways of working and
gathered employee feedback on flexible
working preferences. A new Flexible
Working Policy has been developed
and will come into effect once our
offices reopen.
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Key employment policies and practices
Supported by territory heads of HR, the managing directors of the publishing divisions, the heads of each Group function and
managing directors of regional offices have responsibility for the employment matters (including human rights) of their teams. The
Chief Executive has overall Board-level responsibility for employment matters. For example, where employment matters have a Group-
wide impact or cannot be resolved at a lower level in the business, then they may be referred to the Chief Executive.
Key features of the Group’s employment policies and practices are:
Employment policy
Description
Employee engagement
Employee development
Performance and merit
Through the EVM programme, Bloomsbury encourages employees to share their views with
management and with each other on matters relating to employee interests and the conduct of
Bloomsbury’s business overall. In turn, Bloomsbury provides a good degree of openness and
transparency on its activities and performance through information provided to employees. Employees
are kept updated by way of the engagement mechanisms outlined above on matters affecting them
individually and relating to the performance of the Group as a whole, including information about
ongoing HR initiatives, daily sales figures, book releases and related publicity, project achievements,
corporate news and commentary from external media and other sources. Weekly and other regular
team meetings and internal bi-annual conferences bring employees together from across the Group’s
worldwide sites, allowing colleagues to formally and informally share information about the business
and develop strong working relationships. Further information on how Bloomsbury engaged with its
employees during the coronavirus pandemic is set out above on pages 70 to 71.
Bloomsbury is acquisitive and has benefited from an intake of successful entrepreneurs who support
the Group’s capacity to innovate. The Group develops its management structure to serve the changing
needs of the business. This creates opportunities for individuals to progress to increasing levels
of seniority as they gain capabilities and expertise. Recruitment is supported by territorial Human
Resources functions, enabling vacancies across our offices worldwide to be filled internally where
employees of an appropriately high calibre seek new opportunities. Bloomsbury supports personal
and professional development through a range of training programmes, one being the Management
Development Programme. This programme is designed to promote personal growth and enhance
leadership and relationship skills, and is specifically targeted at line managers. Our objective is to
provide these individuals with the tools and training they need to achieve more in their existing
roles and to advance through the organisation if their achievements merit it. Our Mentoring Scheme
provides support and development to employees who choose to participate by sharing the wealth of
knowledge and experience that the Bloomsbury workforce has to offer, along with opportunities to
connect with colleagues across departments and divisions. The Scheme enables the mentee to tap into
the existing knowledge, skills and experience of their mentors, and enhance these areas for themselves
to aid their own career development.
Senior employees agree personal objectives and are rewarded based on performance determined
by the Group’s results and the achievement of such objectives. Senior managers are accountable
for the performance of their teams and determine the most appropriate approach to performance
management for each team. All employees participate in Bloomsbury’s formal annual appraisal
process which serves as mechanism for managing performance and identifying opportunities for career
development. Promotions and external recruitment are based on merit and ensure that the most
suitable person is selected for each position.
Employee participation
in share schemes
The Group offers UK employees the opportunity to participate in an all-employee HM Revenue &
Customs approved Sharesave scheme to encourage employee participation in the performance and
growth of the Group. High performing senior managers may also be eligible to participate in the
Company’s Long Term Incentive Plan.
Flexible working
We encourage family-friendly working practices such as flexible working hours and recognise that
experienced employees returning to work following maternity, paternity or other career breaks are
an asset. Our Core Hours Working policy encourages and supports flexible working by allowing
employees to choose a working pattern which suits them. The Summer Hours policy also enables
employees to finish work early on Fridays over the summer months. A new Flexible Working Policy
has been developed during the year, which will come into effect once our offices reopen. Further
information on how Bloomsbury adapted its flexible working policies for employees during the
coronavirus pandemic is set out on pages 70 to 71.
72
continuedwww.bloomsbury.comBloomsbury Publishing Plc Health and wellbeing
The global Employee Assistance Programme is available to support employee wellbeing and mental
health. This service is provided by an independent company and provides all employees with free,
confidential access to counselling and support for work issues and personal issues. In addition,
employees have access to an on-site massage therapist and to free consultations with a private GP.
Further information on how Bloomsbury provided guidance and support on physical mental health and
wellbeing for employees during the coronavirus pandemic is set out above on page 70 to 71.
Social and literary events Bloomsbury’s public events series, The Bloomsbury Institute, is open to all staff and provides the
Human rights
Ethical behaviour
Equality of opportunity
Disabled persons
opportunity for Bloomsbury employees to meet the authors we publish. In addition, Bloomsbury runs
an internal “Lunches Live” events series for employees, which feature the authors of Bloomsbury’s
forthcoming publications in conversation with their editor. Bloomsbury’s Social Committee organises
informal social events to connect staff from across the Company; this has been on hold during the
pandemic but will resume when our offices reopen.
Bloomsbury is committed to meeting its responsibility to respect human rights. The regional Human
Resources managers monitor for human rights issues and ensure any remedial action that is needed
is taken promptly. Bloomsbury is committed to complying with employment and other legislation
applicable to the locations in which it employs people, ensuring the human rights of individuals are
protected. Bloomsbury’s Modern Slavery and Human Trafficking Statement can be found on our
investor relations website www.bloomsbury-ir.co.uk.
We expect employees, Directors, and subcontractors to behave ethically in their work relationships and
dealings with third parties on behalf of Bloomsbury. Compliance with ethical behaviour Group policies
such as for anti-bribery and corruption, dealing in Bloomsbury shares and modern slavery and human
trafficking is an employment term of Group employment contracts. Bloomsbury’s Whistleblower policy
enables employees, other categories of workers and third parties to have any concerns relating to the
Group confidentially addressed. Details of these policies can be found at www.bloomsbury-ir.co.uk.
Bloomsbury has a diverse workforce and follows a policy that no employee or other person receives
more or less favourable treatment on the grounds of gender, sexual orientation, colour, race and ethnic
origin, nationality, religion, disability or age. The Human Resources function monitors compliance with
the policy and with applicable legislative requirements to ensure the equality of opportunity in the
recruitment, selection and promotion of employees. Grievance and disciplinary procedures protect
employees from discriminatory behaviours and attitudes. Further information on our approach to
diversity and inclusion is set out below under the heading Diversity, Equity and Inclusion at Bloomsbury.
Group policy is to offer equal treatment in respect of the recruitment, training, career development
and promotion of disabled persons. Should people become disabled during the course of their
employment, the Group will seek to retain their services and to provide retraining where necessary.
Employment KPIs
The senior management team monitors staff-related KPIs (e.g. joiners and leavers) on an ongoing basis in order to assess the
effectiveness of the Group’s policies and practices in attracting and retaining talent.
Health and safety
Bloomsbury’s Facilities Manager reports to the Chief Executive in respect of Health and Safety (“H&S”) and heads an H&S team
that ensures compliance with the Company’s H&S policy. At least annually, the Board and the senior management team review H&S
including risks assessments, developments and incident reports. The H&S team works closely with management and employees to
ensure that the H&S policy is effectively communicated, implemented and maintained across the business. Managers of the worldwide
sites are accountable for ensuring their areas of the business are in compliance with H&S policy.
The Group maintains H&S risk assessments and accident books for all its locations worldwide (including where there is no local legal
requirement to do so) and staff are encouraged to report all accidents or near misses.
During the year, there were no serious injuries, fatalities or reportable incidents.
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Diversity & Inclusion at Bloomsbury
Bloomsbury is committed to diversity,
equity and inclusion. The Board receives
regular updates on strategic HR initiatives
across the Group with a view to ensuring
that the strategies in place and in
development are supportive of a culture
that upholds Bloomsbury’s principles of
inclusion, diversity and equity.
We have a diverse workforce and
management team led by a gender
diverse Board. The majority of senior
managers and employees worldwide in
the Group are women. As at 28 February
2021 the number of employees by each
gender is:
Directors of the Group
Parent Company
n Female
3
n Male
4
Senior managers of the Group
(other than Directors)1
n Female
6
n Male
3
All employees of the Group2
n Female
519 (70.33%)
n Male
219 (29.57%)
1 Excludes workers who are freelance consultants
and temps.
2 Includes the heads of publishing divisions, Group
functions and country heads who are not Executive
Directors on the parent Company Board.
74
In line with UK regulations, Bloomsbury
has provided information on its gender
pay gap in the UK (see www.bloomsbury-
ir.co.uk). We have benchmarked our
Gender Pay Gap against the publishing
industry and will continue to identify best
practices that can reduce the pay gap.
Diversity is not simply a matter of
regulatory compliance, or even social
justice. It is also a business-performance
imperative. Attracting talented people
from all backgrounds enriches our
business and the lives of our employees.
It drives productivity, creativity and
innovation. As such, it is integral to the
delivery of our strategy, as is creating
an environment in which all Bloomsbury
employees feel a sense of belonging and
are able to do their best work. We believe
that diversity and inclusion go hand in
hand.
In 2019 we established a Diversity and
Inclusion Working Group (“D&I Working
Group”) with the aim of fostering a
working environment that is welcoming
and supportive of differences and
individual wellbeing, while at the same
time promoting an inclusive culture in
which our workforce feels connected by a
common purpose and shared values. This
Working Group is being expanded to a
number of Diversity and Inclusion Working
Groups (“D&I Action Groups”) focusing
on particular diversity and inclusion
projects which will advance our aims in
the core areas of recruitment, retention,
education and publishing.
Our D&I Working Groups are supported
by our Employee Resource Groups. These
are employee-led network groups which
promote an inclusive and supportive
culture within Bloomsbury. These networks
complement the activities of the D&I
Working Groups by providing valuable
feedback and helping to set priorities for
future action. To date, nine Employee
Resource Groups have been established
across our offices, focused around BAME
(UK), BIPOC (US), LGBTQ+, Parents,
Guardians and Caregivers, Mental Health,
Abilities, Social Mobility and Women in
the Workforce. These Employee Resource
Groups in collaboration with our events
management team also organise and
host events for the wider Bloomsbury
workforce which are intended to promote
education and engagement, focusing
on topics which represent the particular
interests of the individual Employee
Resource Groups.
Other actions we have taken to promote
diversity within Bloomsbury (as well as
to support increased diversity within
the wider publishing ecosystem) are as
follows:
• Employees are provided with ongoing
training in unconscious bias, equality
and diversity to reinforce Bloomsbury’s
culture of equal treatment of all
employees and to raise awareness
of how unconscious bias may effect
recruitment and talent management;
• Working with the Publishers’
Association and LDN Apprenticeships,
Bloomsbury helped to establish the
country’s first Publishing Assistant
Apprenticeship programme. This
scheme places young candidates from
lower socioeconomic backgrounds
into publishing houses for a year of
continuous learning through work
experience and individual study
modules, and leads to the award
of a Level 3 Publishing Assistant
Apprenticeship Standard accredited
by AIM Awards. It launched in
October 2019, when Bloomsbury
welcomed two apprentices to the
Academic Production department. Our
partnership with LDN Apprenticeships
is ongoing, and in 2021/2022 we will
welcome a further 11 apprentices
across a range of different departments
within Bloomsbury. Bloomsbury sits on
the programme’s Advisory Board;
• On an ongoing basis, Bloomsbury
partners with Creative Access – an
organisation dedicated to recruiting
under-represented talent into the
creative industries – not only to attract
and hire promising candidates into
entry-level and early-career roles, but
to build their careers through training
and awareness programmes for the
employee and employer; and
• During the year, Bloomsbury
employees were offered a day off work
to participate at their choice in a form
of action directed at furthering the
elimination of racism or another area
of inequity.
We are dedicated to actively and
continuously improving our practices
in the areas of diversity and inclusion,
both in terms of our workforce and
our publishing. In response to the
social justice movement which gained
momentum following the killing of
George Floyd in May 2020, and to
demonstrate our commitment to
continuedwww.bloomsbury.comBloomsbury Publishing Plc This feedback and the results of the survey have been taken into account in developing
our Diversity, Equity and Inclusion Action Plan, which sets ambitious targets in respect
of improving the diversity of our workforce and our publishing output to better reflect
our society. Details of the plan and these targets can be found on our website at
www.bloomsbury.com/diversity-equity-inclusion.
Board
&
Global
Steering
Committee
All
Employees
Working
Groups
Employee
Resource
Groups
Diversity, Equity and Inclusion governance structure
driving change within our industry and
throughout wider society, we have
accelerated our work in these areas with
the aim of ensuring that our workforce
and the books we publish are better
representative of the societies in which
we operate.
We have established an Accessibility
Working Group to review and expand the
accessibility of our products in line with
industry standards and regulations, so that
they are available to as wide an audience
as possible.
In January 2021, Baroness Lola Young of
Hornsey was appointed to the Board as a
Non-Executive Director and as a member
of the Nomination Committee which has
oversight of Bloomsbury’s diversity and
inclusion strategy. Baroness Young is
recognised for her work on equality and
diversity in the arts and creative industries
sector as well as her contribution to the
creation of legislation to eliminate modern
slavery. Baroness Young is the Board
lead in respect of matters pertaining
to diversity and inclusion. Bloomsbury
will benefit greatly from her extensive
experience and valuable guidance on the
formulation and implementation of our
diversity and inclusion strategy as we seek
to widen access to the publishing industry
for both staff and authors.
During the year, we strengthened
our governance in respect of our
diversity and inclusion activities, with
the implementation of a Diversity,
Inclusion and Wellbeing Steering Group.
Membership is drawn from senior
managers across the Company, and
the Working Group sets the strategic
direction for our work in these areas,
in collaboration with the D&I Working
Groups, and supported by our Employee
Resource Groups. The Steering Group
is led by Jenny Ridout, MD of our
Non-Consumer Division, and reports
regularly to the Executive Committee
and the Nomination Committee on the
implementation of diversity and inclusion
measures across the Group.
During the course of the year, we
sought feedback from our colleagues
in respect of the formulation of our
diversity and inclusion initiatives moving
forward. The Company also asked all
UK staff to participate in a Diversity and
Inclusion survey in order to gain a better
understanding of the demographics of
our workforce.
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The environment
Bloomsbury takes its environmental
responsibility very seriously and this is
an area of utmost importance to us. We
believe that a responsible and sustainable
business allows us to respond to
stakeholder expectations and to manage
a range of emerging risks, including in the
important area of climate change. We aim
to reduce the environmental impact of our
business wherever possible.
During the year, we took significant steps
to increase the scope of our sustainability
efforts. The Board approved the
appointment of a Head of Sustainability
to advance our work in this area. A
cross-functional Sustainability Steering
Committee, which is chaired by the
Head of Sustainability and comprises
members of the Executive Committee
and key stakeholders from relevant
departments within the Company,
including Production, Operations and
Finance. The Sustainability Steering
Committee has subsumed the work of the
Sustainability Working Group which was
established during 2019/2020 and works
closely with the Executive Committee of
Bloomsbury to formulate the Company’s
environmental policy and objectives.
Kathleen Farrar, Managing Director
of Group Sales and Marketing, is the
Executive Sponsor in respect of the work
carried out by the Sustainability Steering
Committee. The Board receives regular
reports on our activities in this area from
the Head of Sustainability and Kathleen
Farrar as Executive Sponsor, and has
responsibility for approving substantive
strategies for reducing the environmental
impact of Bloomsbury’s business and
addressing climate risk.
A significant achievement during
2020/2021 was mapping our Scope 3
emissions for the first time. Scope 3
emissions are indirect emissions that
occur in Bloomsbury’s value chain. We
have worked with our independent
advisors, Trucost, to measure our Scope
3 emissions in addition to measuring
our Scope 1 and Scope 2 emissions.
We have measured Scope 3 emissions
for both 2019/2020 and 2020/2021,
using 2019/2020 as our base year for
developing science-based targets,
in order to exclude the impact of the
coronavirus pandemic on our emissions.
Through the process of measuring
Bloomsbury’s Scope 3 emissions, we have
identified key suppliers in Bloomsbury’s
value chain with whom it will be important
for us to collaborate in order to minimize
future emissions. Going forward we will
be working closely with our suppliers
to gather more detailed data on how
they are measuring and managing their
greenhouse gas emissions. Incorporating
environmental criteria in procurement
specifications will be an essential part of
supplier engagement.
During the year, the Board endorsed the
decision to set science-based targets
to reduce Bloomsbury’s greenhouse
gas emissions in line with the goals of
the Paris Agreement, and approved the
parameters recommended by the Head
of Sustainability and supported by the
Executive Committee. Bloomsbury has
submitted a letter of commitment to the
Science Based Targets initiative (“SBTi”)
and is now registered as “committed”
by the SBTi as well as the CDP and We
Mean Business websites. The reduction
targets approved by the Board have been
submitted to the SBTi for validation.
Bloomsbury is aware that working as an
industry, publishers have the power to
drive change. The Head of Sustainability
represents Bloomsbury on the Publishers
Association Sustainability Task Force as
well as the Independent Publishers Guild
Sustainability Action Group. Both groups
promote industry-wide collaboration
to tackle climate change. Bloomsbury
has joined the Book Chain Project, a
collaborative project run by Carnstone,
which aims to provide accurate
information about suppliers involved in
the publishing value chain (for example,
paper mills and printers.). This information
enables publishers to make responsible
decisions throughout the supply chain and
drive change towards more sustainable
goals and action to achieve them. The
supplier information procured by the
Book Chain Project allows publishers to
assess supplier emissions data as well as
gaining an understanding of their overall
approach to sustainable working.
We are committed to meeting the
recommendations of the Task Force on
Climate-related Financial Disclosures
(“TCFD”). Our ongoing work to measure
our emissions across our operations, as
well as better understand the risks and
opportunities arising from climate change,
will prepare us for future disclosures. We
have carried out climate-related scenario
analysis to assess the physical risks arising
from climate change as well as transition
risks arising from the processes and
measures being implemented to transition
to a lower carbon world. Physical risks
include direct damage to assets and
indirect impacts from supply chains as
a result of acute climate-related events
and chronic climate change patterns.
Transition risks include technological
innovations and market shifts in supply
and demand for certain products and
services as climate-related issues are
increasingly taken into account, changing
stakeholder expectations, increased
legislation and policy measures such
as carbon pricing mechanisms which
are directed at reducing greenhouse
gas emissions. We will use the climate-
related scenario analysis we have
conducted as a strategic planning tool
enabling us to identify potential business
impacts of climate change (both risks
and opportunities) and the appropriate
response.
Head of
Sustainability
Sustainability
Steering
Committee
Executive
Committee
Plc Board
76
continuedwww.bloomsbury.comBloomsbury Publishing Plc that qualify for ESOS must carry out
ESOS assessments every 4 years. These
assessments are audits of the energy
used by their buildings, industrial
processes and transport to identify cost-
effective energy saving measures.
September 2019 and the Group’s two
largest consuming electricity accounts
at 50/51 Bedford Square have been
using 100% renewable electricity
since February 2020. We will switch to
renewable energy supply for all our UK
sites as contracts allow.
Key areas of activity to reduce Bloomsbury’s environmental impact and make
a positive contribution to the environment include:
Book manufacture
We are committed to reducing the
environmental impact of our products
and to controlling the materials used
to produce them. To that end, we work
only with Forestry Stewardship Council
(“FSC”) and the Programme for the
Endorsement of Forest Certification
(“PEFC”) accredited suppliers, and we
use FSC materials for over 90% of the
Group’s output. Where FSC-accredited
materials are not available we specify
alternatives from known and reputable
sources. Sustainability policies and
planning, and a willingness to work
together to achieve targets, are key
factors in our decision to engage a
supplier, and once we have entered
into partnerships, we make regular
trips to factories to monitor progress,
observe working practices and recycling
programmes, and to learn about other
locally relevant environmental initiatives.
Lights are generally fitted with motion
detectors and our office policy is to turn
off lights and non-essential electrical
equipment out of hours when not in use.
We only use energy-efficient light bulbs
and we are rolling out a programme
to upgrade these to LED lamps
where possible.
We have signed up to the Lloyds Bank
Green Building Tool. This is a digital
insight tool that enables us to assess the
opportunity for making energy-efficient
improvements across our buildings.
We are currently using this across all
UK sites.
We are ESOS compliant and have taken
advice from Inprova Energy Ltd T/A
Energy & Carbon Management, who
carried out phase two of our ESOS
compliance. We continue to consider
and apply their recommendations to
reduce our carbon footprint.
Flexible Working Practices
Most of our London-based employees
travel to work by public transport.
Following on from the successful shift
to home-working during the pandemic,
and in response to employee feedback,
we have developed a Flexible Working
Policy which will be implemented when
our offices re-open. This is likely to lead
to a reduction from emissions arising
from staff commuting. We provide
bicycle storage for staff who ride to work.
Print-on-demand
Changes in print technology are
increasingly making it economic to
manufacture books at the time of, and
in the quantity needed for, sale – in
some cases in the territory of sale. This
reduces the CO2 generated by pulping,
recycling and transporting unsold books.
Online publishing and e-formats
Our editorial strategy and XML-based
production workflow embrace digital
publishing and the potential benefits
this may bring to the environment. Our
focus on digital formats and products
allows millions of students to access
essential resources without using paper
and enables consumers to purchase
Bloomsbury titles in ebook and audio
book formats should they wish to avoid
the consumption of paper products.
Building and office facilities
In our UK offices we have started to
switch to renewable energy suppliers.
13 Bedford Square has used renewable
energy since we moved in during
For most employees we have
implemented separate recycling bins
for different waste materials so that
a significant proportion of our office
waste is recycled. Paper and cardboard
collection points are provided in every
room and next to every photocopier.
All general waste is disposed of in clear
sacks for sorting at the relevant recycling
centre where their target is to recycle
98% of all general waste that is sent to
them.
We use 95% recyclable cardboard
packaging for our shipments from our
offices and are working hard to make
this 100% in the coming year.
We supply point-of-use drinking water
and do not supply plastic or paper cups.
ESOS Compliance
ESOS is a mandatory energy assessment
scheme for organisations in the UK
that meet the qualification criteria.
The Environment Agency is the UK
scheme administrator. Organisations
Partnerships
As noted in the Corporate Responsibility
Section on page 67, Bloomsbury has
partnered with the Woodland Trust and
during the year made a donation to
sponsor a one acre grove at Langley
Vale Wood in Epsom, Surrey, which
contains around 750 newly planted
trees. The donation encompasses
ongoing care and management of the
trees to ensure they grow into maturity,
enabling them to provide shelter and
food for wildlife.
Bloomsbury has also sponsored the
preservation of over 8,900 trees in 2021
through a donation to Reforest’Action.
All 725 members of staff across
Bloomsbury’s global offices have been
given a code to plant ten trees via the
Reforest’Action projects Bloomsbury
is sponsoring in Guinea, Peru and
Indonesia.
Key areas of priority over the next 12 months:
• Science Based Targets – obtain validation of science-based targets for emissions reduction.
• Supplier engagement – Work with suppliers to reduce emissions in line with our science-based targets and as part of our
strategic response to climate risks.
• Continue to engage staff through the Sustainability Working Sub-Groups.
77
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Corporate Responsibility
Environmental performance:
Greenhouse gases, waste generation
and water consumption
We report on our greenhouse gas
emissions as required by the Companies
Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013.
We also report on our greenhouse gas
emissions, waste production and water
consumption in alignment with the 2006
Government Guidelines; Environmental
Key Performance Indicators: Reporting
Guidelines for UK Businesses. In respect
of greenhouse gases, we report in
respect of stationary fuel use (onsite
consumption of natural gas and diesel),
vehicle fuel use, refrigerant use and
electricity use in kWh, converted to CO2e
following the protocols provided by the
Department for Environment, Food and
Rural affairs (“DEFRA”). Emissions have
been categorised against the Greenhouse
Gas Protocol scopes of reporting. The
analysis of the Group’s Scope 1 and
Scope 2 emissions, together with waste
production and water consumption, is
performed by an independent external
adviser, Trucost, based on data we have
provided, including utility bills, vehicle
fuel data, and expenditure on business
travel. As reported above, this year we
also measured our Scope 3 emissions for
2019/2020 and 2020/2021. The results
are set out below.
During the year, there was a significant
reduction in Scope 1 and Scope 2
emissions, waste production and water
consumption as a result of office closures
during the pandemic as compared to the
previous reporting period.
• Total GHG emissions for 2020/2021
were 146 tCO2e. Scope 2 (location-
based) emissions account for 87% of
the total, and the remaining 13% is
attributed to Scope 1.
• Overall Scope 1 and Scope 2 emissions
intensity in 2020/2021 was 68% lower
than in 2020 (normalised by revenue),
due to a significant reduction in gas
and electricity consumption. This
was driven by Bloomsbury’s strong
financial performance in 2020/2021, in
conjunction with the temporary closure
of Bloomsbury offices for much of
the duration of 2020/2021 due to the
coronavirus pandemic, as well as the
permanent closure of our Haywards
Heath and 48 Bedford Avenue offices
part-way through the year. We also
relinquished our serviced office in
Dublin during the year. This resulted in
an overall reduction of 9% in our office
footprint.
• Bloomsbury generated 15 tonnes of
waste in 2020/2021, of which 71% is
recycled and 29% is sent to landfill.
This represents a reduction of 93% on
the prior reporting period.
• Total water consumption for 2020/2021
is 828 cubic meters (m3), which is 80%
lower than in the preceding reporting
period, with water consumption
intensity decreasing 83% to 4.48 cubic
metres (m3) per £million revenue.
78
continuedwww.bloomsbury.comBloomsbury Publishing Plc Greenhouse Gas Emissions: Scope 1 and 2:
GHGs
Definition
Data source and calculation methods
2020/2021 2019/2020 2020/2021 2019/2020
Quantity
Absolute
tonnes CO2e
Normalised tonnes
CO2e per £m
revenue
Scope 1 direct impacts
Stationary
fuel use
Emissions from
natural gas
consumption.
Annual consumption in kWh collected
from fuel bills, converted according to
DEFRA guidelines for the London office
(Headquarters). Data scaled up by number of
employees to estimate emissions for Alton and
Haywards Heath. Natural gas was not used in
USA, India and Australia offices.
9
42
0.1
0.3
Refrigerants
Emissions from
refrigerant leakage.
No data was provided on the volume
refrigerant recharge for 2020/2021
Company cars
Emissions from
petrol and diesel
consumption.
Annual consumption in litres calculated from
fuel bills for the UK and India. Converted
according to DEFRA guidelines. There are no
company cars in Australia and the US offices.
0
9
49
0.0
0.3
22
0.1
0.1
Total Scope 1
18
113
0.1
0.7
The values in this table have been rounded up to one decimal place. The actual values for both Stationary Fuel Use and Company Cars are 0.05 tCO2e, therefore
the total emissions for Scope 1 is 0.1 tCO2e.
GHGs
Definition
Data source and calculation methods
2020/2021 2019/2020 2020/2021 2019/2020
Quantity
Absolute
tonnes CO2e
Normalised tonnes
CO2e per £m
revenue
Scope 2 Impacts
Electricity use –
location-based
emissions
Greenhouse gas
emissions resulting
from electricity
purchased.
Electricity use
– market-based
emissions
Market-based
emission for
purchased electricity.
Annual consumption of directly purchased
electricity in kWh collected for the London,
Alton, Haywards Heath, Oxford, Australia, and
India offices. Data scaled up by the number
of employees to estimate emissions for the
operations in the rest of UK offices. Electricity
consumption in the US was derived from
FY2019/2020 results where a reduction factor
was applied based on the average electricity
consumption reduction in offices that were
closed for the duration of the financial year
(i.e. Australia and India). kWh data converted
to emissions according to DEFRA, EPA and
IEA guidelines.
Calculated by using purchased electricity data
in kWh and residual mixes for UK and US. For
India and Australia, average grid emission
factors are used from IEA as no residual
emissions are yet determined by governments
in these countries.
128
289
0.7
1.8
170
363
0.9
2.2
Total Scope 2
128
289
0.7
1.8
79
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Corporate Responsibility
Water
Definition
Data source and calculation methods
2020/2021 2019/2020 2020/2021 2019/2020
Quantity
Absolute
cubic metres
Normalised cubic
metres per £m
turnover
Other impacts
Water
consumption
Directly
purchased water
828
4,216
4
26
Annual volume of water purchased provided
for India and select London offices. Head office
consumption was derived using the average
expenditure for the last three financial years.
A reduction factor was applied to the average
expenditure to account for the period the office
was closed. This factor was derived using the
average water consumption for sites where
information was available for 2020/2021 and
2019/2020. London water consumption was
used to estimate water consumption for Oxford,
Haywards Heath and Alton. Water consumption in
the US and Australia was derived using 2019/2020
data with a reduction factor applied using a similar
approach to that described above. The water
reduction factor applied was adjusted to account
for the number of days each office was open.
Waste
Definition
Data source and calculation methods
2020/2021 2019/2020 2020/2021 2019/2020
Quantity
Absolute tonnes
Normalised tonnes per
£m turnover
Other impacts
Landfill
Recycled
General office waste
(which includes a
mixture of paper,
card, wood, plastics
and metals) sent to
landfill sites
General office
waste sent to
recycling facilities
Notes:
1. Electricity consumption
Annual quantity of waste generated in London
offices, Oxford, lndia, Australia and the US
are provided. UK disclosed data scaled up to
estimate quantity for operations in the rest of
the UK.
Annual quantity of waste generated in
London offices, Oxford, India and Australia
are provided. UK disclosed data scaled up to
estimate quantity for operations in the rest of
UK and US offices.
4.2
76.1
0.02
0.5
10.5
97.6
0.06
0.6
While our offices have been closed for most of 2020/2021, there have been several systems still in operation throughout the year. The server and the server cooling
room have been running as usual to enable staff to work from home. The post room has been operating, albeit at a reduced rate. The lifts, lighting sensors, fire and
intruder sensors, CCTV, Access Control, and the telephone system have all been in operation. Key members of the IT and helpdesk team have also been accessing
the building to provide support throughout the year. This activity is reflected in the results above.
2. Water consumption
Water consumption has been estimated for some sites using a combination of previous annual consumption and reduction factors derived from water consumption
reduction due to the pandemic at sites where accurate data was available for both 2019/2020 and 2020/2021. Water consumption fell by around 97% in India when
compared with the previous year and so this formed the basis for the application of a reduction factor for the water consumption at the head office. The reduction
factor was adjusted to account for the days that each of Bloomsbury’s offices was open during the year.
This approach was necessary due to many UK utility bills being produced from estimated meter readings as well as an over payment via direct debit of £10,000
for three water meters in the head office building. Performing the analysis using expenditure would therefore have resulted in a misrepresentation of actual water
consumption during the reporting period.
3. Restatement of 2019/2020 Scope 1 and 2 results
Bloomsbury’s Scope 1 and 2 emissions have been restated for 2019/2020 to exclude emissions from serviced offices. These are now captured as Scope 3 Category
8 emissions. Due to the relatively small size of the relevant sites, this restatement has resulted in a reduction in the previously reported 2019/2020 Scope 1 and 2
emissions of less than 1%.
80
continuedwww.bloomsbury.comBloomsbury Publishing Plc Greenhouse Gas Emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2020/2021 are 23,203 tCO2e. The upstream emissions account for the majority (95%) of
Scope 3 emissions. Category 1 (purchased goods and services) contributed to 90% of Bloomsbury’s total Scope 3 emissions. Category
12 (End-of-life treatment of sold products) is the only downstream Scope 3 category. The table below shows the breakdown of
Bloomsbury’s Scope 3 emissions in respect of 2020/2021, as compared against 2019/2020. It will be clear from this comparison that
the pandemic has had mimimal impact on our Scope 3 emissions.
Scope 3 emissions FY 2020/2021: 23,203 tCO2e
Scope 3 emissions FY 2019/2020: 24,201 tCO2e
Value chain (Scope 3) category
2020/2021
2019/2020
GHG emissions
(tCO2e)
Scope 3 GHG
share (%)
GHG emissions
(tCO2e)
Scope 3 GHG
share (%)
Relevance
1) Purchased goods and services
20,877
90.0%
20,165
83.3%
Relevant
2) Capital goods
3) Fuel- and energy-related activities
147
33
4) Upstream transportation and distribution
934
0.6%
0.1%
4.0%
5) Waste generated in operations
3
0.01%
6) Business travel
0.07
0.0003%
7) Employee commuting
8) Upstream leased assets
23
18
0.1%
0.1%
90
61
1,312
19
528
627
18
0.4%
0.3%
5.4%
0.1%
2.2%
2.6%
0.1%
Relevant
Relevant
Relevant
Relevant
Relevant
Relevant
Relevant
9) Downstream transportation and
distribution
Relevant (Accounted for in Category 4 as the Company pays for outbound
transportation of products)
10) Processing of sold products
11) Use of sold products
–
–
12) End-of-life treatment of sold products
1,169
5.0%
1,381
5.7%
Relevant
m
a
e
r
t
s
p
U
m
a
e
r
t
s
n
w
o
D
13) Downstream leased assets
14) Franchises
15) Investment
Notes:
–
–
–
The table above shows all 15 categories of Scope 3 emissions; those marked “Relevant” are the categories relevant to Bloomsbury’s business.
The emissions in categories 1 and 2 were calculated by analysing expenditure on our top 100 suppliers. These suppliers were then mapped to Trucost’s 464 sectors
(mapped to NACE sections).
Emissions from each supplier were then quantified by multiplying the total expenditure from the supplier with sector average emission factor (tCO2e/unit of
expenditure in USD) from Trucost’s EEI-O model.
The total Scope 1, 2 and 3 emissions for Bloomsbury in 2020/2021 is 23,349 tCO2e.
Total Scope 1 = 18 tCO2e
Total Scope 2 = 128 tCO2e
Total Scope 3 = 23,203 tCO2e
81
Strategic ReportStock code: BMYAnnual Report and Accounts 2021 Governance
Directors’ Report
Board of Directors
Chairman’s Introduction to Corporate
Governance
Corporate Governance Framework
83
85
86
88
94
101
104
108
Section 172 Directors’ Duties Statement 129
Directors’ Remuneration Report
Nomination Committee Report
Corporate Governance Report
Audit Committee Report
82
Bloomsbury Publishing Plc
www.bloomsbury.com
Chairman’s Introduction to Corporate Governance
Sir Richard Lambert
Chairman of the Board
On behalf of the Board, I am pleased to introduce Bloomsbury’s Corporate Governance
Report for the financial year ending 28 February 2021.
The aim of this report is to explain Bloomsbury’s corporate governance framework and
how it was applied in the year under review.
Compliance with the 2018 UK Corporate Governance Code
This year, the Company is reporting against the UK Corporate Governance Code
published in July 2018 (the “Code”), which applies to accounting periods beginning
on or after 1 January 2019. The Code is published on the Financial Reporting Council’s
(“FRC”) website at www.frc.org.uk.
During the year, the Board has continued to strengthen the measures implemented by
the Company to ensure compliance with the 2018 Code. This Corporate Governance
Report and the Strategic Report set out how the Company has applied the Code
principles and adhered to Code provisions throughout the year.
The Board believes that for the financial year ended 28 February 2021, the Company
has complied with all applicable principles and provisions of the Code, save in respect
of the provisions that relate to pension contributions for Executive Directors (as
explained in the Directors’ Remuneration Report on page 119), and to the determination
of senior manager remuneration by the Remuneration Committee (as explained in the
Directors’ Remuneration Report on page 127).
Covid pandemic
During the year, the Board’s focus has been to ensure business continuity while
protecting the health and wellbeing of our employees during the pandemic. The Board
quickly embraced the move to virtual meetings and adapted its focus to address the
rapidly evolving developments in the market. I would like to take this opportunity
to thank my Board colleagues for making themselves available whenever required,
frequently at short notice, in order to navigate the Group through this uncertain period.
In spite of the pandemic, the Company has shown great resilience, determination and
strength in the face of some unprecedented challenges. The Board is satisfied that
the steps taken to ensure business continuity were effective and appropriate and as
the situation continues to evolve, the Board will continue to adapt its approach and
guidance for the Group.
Stakeholder engagement
The Board believes that the manner in which it conducts its business is important and
it is committed to maintaining the highest standards of corporate governance, which
underpin Bloomsbury’s ability to deliver long-term value and success for the benefit of
all of its stakeholders. The Board is mindful of its duties to stakeholders under section
172 of the Companies Act 2006. More detail on how the Board has discharged its
duties under section 172 to promote the success of the Company, having regard to
the Company’s key stakeholders as part of its decision-making, particularly in light of
coronavirus, can be found in the Strategic Report on pages 56 to 64.
Purpose, values and culture
The Board is closely involved in setting the tone for Bloomsbury’s culture and
embedding it throughout the Group. Our values are a key aspect of Bloomsbury’s ethos
and guide the workforce as they pursue the delivery of Bloomsbury’s strategy. The Board
believes that an engaged and committed workforce is integral to the achievement of
Bloomsbury’s strategic objectives, and organisational culture is central to this. To this
end, the Board is informed on key matters and actions arising out of Employee Voice
Meetings, which are held regularly as part of the Company’s employee engagement
programme. More details on the output of employee engagement can be found in the
Strategic Report on pages 70 to 71.
83
Stock code: BMYAnnual Report and Accounts 2021Governance Chairman’s Introduction to Corporate Governance
Diversity and inclusion
The Board recognises the benefits that diversity and inclusion
can bring to the effectiveness of Board decision-making
where different skillsets and perspectives are present. The
Nomination Committee supports the Board in overseeing the
Company’s diversity and inclusion policy, and further information
can be found in the Nomination Committee Report on
pages 102 to 103.
External Board evaluation
For the first time, I led an external process to evaluate the
effectiveness of the Board, its Committees and each individual
Director. The outcome of the evaluation confirmed that the
Board and its Committees continue to operate effectively and
that all of our Directors continue to demonstrate commitment to
their role. Further information relating to the Board evaluation
can be found in this section of the Corporate Governance Report
on pages 98 to 100.
Board changes
Bloomsbury announced in January 2021 that John Warren,
a Non-Executive Director since 2015, will be stepping down
from the Board at the forthcoming Annual General Meeting in
July 2021. We thank John for his tremendous contribution to
Bloomsbury during his tenure and he will be much missed. I am
delighted to welcome Baroness Lola Young of Hornsey to the
Board. Baroness Young joined the Board in January 2021 and
brings an invaluable wealth of experience in both social and
literary areas.
Sir Richard Lambert
Chairman of the Board
84
continuedwww.bloomsbury.comBloomsbury Publishing Plc Corporate Governance Framework
Board
The Board provides leadership and governance for the Company, while having regard to the interests of Shareholders as well
as other stakeholders. It determines, and oversees the execution of, the Group’s strategy, and is responsible for the overall
management, control and performance of the Group’s business. The Board is involved in determining the Company’s purpose
and values, and monitoring organisational culture. The Board establishes appropriate risk management and internal control
procedures, and determines the risk appetite for the Company. Certain matters are reserved for the Board’s approval, with others
being delegated to Board Committees or to the Company’s Executive Committee as appropriate. Full details are available on the
Company’s website (www.bloomsbury-ir.co.uk).
Audit Committee
• Monitors the integrity of financial
statements and narrative
reporting;
Nomination Committee
• Reviews the structure, size and
composition of the Board;
Remuneration Committee
• Determines the remuneration and
benefits of Executive Directors;
• Considers Board experience and
• Monitors the remuneration of
• Monitors and reviews the
diversity;
senior managers;
effectiveness of the internal audit
function;
• Monitors internal financial and
operational controls;
• Oversees risk management;
• Reviews the External Auditor’s
independence and leads the audit
tender process; and
• Reviews the effectiveness of the
external audit process.
• Considers the appointment of new
Directors and oversees succession
planning;
• Oversees policy and strategy
regarding workforce diversity and
inclusion; and
• Oversees Director induction,
monitoring conflicts, time
commitments, training and
evaluation of Board members.
• Oversees workforce pay practices
and policies; and
• Approves the targets for
performance-related remuneration
schemes and share incentive
plans.
Chief Executive
• Responsible for the day-to-day
management of the Group; and
• Responsible for the execution
of the approved Group strategy.
Financial matters are managed by
the Group Finance Director.
Executive Committee
• Led by the Chief Executive.
• Responsible for managing all
operational aspects of the Group,
the implementation of the
Company’s strategic initiatives in
all areas and for identifying and
managing Group risks.
• Membership comprises the
Executive Directors, the Group
General Counsel and Company
Secretary, the heads of the Group’s
two operational Divisions and the
heads of Group functions.
85
Stock code: BMYAnnual Report and Accounts 2021Governance Board of Directors
Sir Richard Lambert
Non-Executive
Chairman
Appointed: 18 July 2017
Nigel Newton CBE
Founder and
Chief Executive
Appointed: 11 May 1986
Penny Scott-Bayfield
Group Finance
Director
Appointed: 16 July 2018
John Warren
Senior Independent
Director
Appointed: 23 July 2015
N
R
N
A
N
R
Penny Scott-Bayfield was
appointed to the Bloomsbury
Board in July 2018, when she
joined Bloomsbury as Group
Finance Director. Prior to this,
she was Finance Director
of Condé Nast Britain, and
held senior finance roles at
Sky Plc and lastminute.com
plc. She started her career
and qualified as Chartered
Accountant (FCA) with
Deloitte. Penny Scott-Bayfield
has a first class degree in
Maths from University College,
Durham, and has been a judge
on the “Women of the Future”
programme since 2011.
John Warren joined the
Bloomsbury Board in July
2015 and is the Senior
Independent Director, Chair
of the Audit Committee, and
the member with recent and
relevant financial experience.
He is a Chartered Accountant
(FCA) and has a wealth of
Non-Executive and Audit
Committee chairmanship
experience with companies
including Rexam Plc, Spectris
plc, Welsh Water, Greencore
Group plc, 4imprint Group
plc and Bovis Homes Group
Plc. As an Executive Director,
he was Group Finance
Director of WH Smith Plc and
prior to that, United Biscuits
(Holdings) Plc.
Sir Richard Lambert joined
the Bloomsbury Board as an
Independent Non-Executive
Director in July 2017. He
was appointed as Chairman
of the Board, Chair of the
Nomination Committee and a
member of the Remuneration
Committee on joining. Sir
Richard is Chairman of the
British Museum. He is also a
member of the Board of the
Institute for Government. Sir
Richard joined the Financial
Times after reading History
at Balliol College, Oxford. He
was editor of the Lex column,
became New York bureau
chief, and thereafter deputy
editor. He was editor of the
Financial Times from 1991 to
2001. He served as a member
of the Bank of England
Monetary Policy Committee
from 2003 to 2006, Director
General of the CBI from 2006
to 2011, Chancellor of the
University of Warwick from
2008 to 2016, as the senior
independent member of the
Foreign and Commonwealth
Office’s Supervisory Board
from 2012 to 2017, and
Trustee of the Kimmeridge
Trust from 2014 to 2020.
86
Nigel Newton was born
and raised in San Francisco.
He read English at Selwyn
College, Cambridge and
after working at Macmillan
Publishers, he joined Sidgwick
& Jackson. He left Sidgwick
in 1986 to start Bloomsbury
Publishing. Bloomsbury
floated on The London Stock
Exchange in 1994 and has
grown organically and through
acquisitions. Nigel Newton
was appointed Commander of
the Order of the British Empire
(CBE) in the 2021 New Year
Honours for services to the
publishing industry. He was
also appointed as the Vice
President of the Publishers
Association in April 2021 and
will become President in April
2022. He serves as a Member
of the Advisory Committee
of Cambridge University
Library, Board member of the
US-UK Fulbright Commission
and President of Book Aid
International. In 2020, he was
awarded The LBF Lifetime
Achievement Award 2020 and
became an Honorary Fellow of
Selwyn College, Cambridge.
He has previously served
as a member of the Booker
Prize Advisory Committee,
Chairman of the Charleston
Trust, Chair of World Book
Day, member of the Publishers
Association Council, Trustee of
the International Institute for
Strategic Studies, Chairman
of the British Library Trust,
and head of the Selwyn
Association.
www.bloomsbury.comBloomsbury Publishing Plc Steven Hall
Independent
Non-Executive Director
Appointed: 1 March 2017
Leslie-Ann Reed
Independent
Non-Executive Director
Appointed: 17 July 2019
Baroness Lola Young
Independent
Non-Executive Director
Appointed: 1 January 2021
A
N
R
A
N
R
N
Steven Hall joined the
Bloomsbury Board in March
2017. He has worked in
academic publishing for
more than 40 years, most
recently in a full-time role as
managing director of IOP
Publishing, a leading publisher
of scientific journals, books
and magazines, from which
he retired in March 2021.
He has extensive experience
of digital publishing and
has led the development of
pioneering online databases
in the humanities and social
sciences. He has served on a
number of industry bodies,
including the Academic
Publishers Council of the UK
Publishers Association and
for six years on the Board of
the International Association
of STM Publishers, in his final
year as chair. In these roles, he
has represented the publishing
industry to governments and
policy-makers in the UK and
overseas.
Leslie-Ann Reed joined the
Bloomsbury Board in July
2019. She is a Chartered
Accountant with a wealth
of Non-Executive and
Audit Committee Chair
experience. She is currently an
Independent Non-Executive
Director and Chair of the
Audit Committee of Learning
Technologies Group plc,
Induction Healthcare Group
Limited and Centaur Media
plc. She was formerly a Non-
Executive Director and Chair
of the Audit Committee of
the London listed publisher
Quarto Group Inc and Vice
Chair of the Supervisory
Board and Chair of the Audit
Committee of the German-
listed company ZEAL
Networks SE. She was Chief
Financial Officer of the B2B
media group Metal Bulletin plc
and the online auctioneer Go
Industry plc. She has also held
senior finance roles in various
media and professional
services companies, namely
Universal Pictures, Polygram
Music, EMI Music and Warner
Communications Inc.
Baroness Lola Young of Hornsey
is a former actor, professor of
Cultural Studies, and Head of
Culture at the Greater London
Authority. She has written
and broadcast extensively
on a wide range of cultural
issues, mainly on the subject
of diversity and culture in the
arts and creative industries
sector. She has served on the
Boards of several national
cultural organisations, including
the National Theatre and the
Southbank Centre, as well as
serving as a Commissioner for
Historic England. Baroness
Young has chaired the Caine
Prize for African writing, the
Orange Prize for Women’s
Fiction, and the Man Booker
Prize, and has recently been
appointed Chair of the judging
panel of the Ondaatje Prize
for writing. Recognised for her
work on equalities and diversity
in the heritage sector with
the award of an OBE in 2001,
Baroness Young was appointed
an independent Crossbench
member of the House of Lords
in 2004. She is widely known
for her contribution to creating
legislation to eliminate modern
slavery, and co-chairs All Party
Parliamentary Groups on Ethics
and Sustainability in Fashion,
and Sport, Modern Slavery and
Human Rights. Recently elected
an Honorary Fellow of the Royal
Society for Literature, Baroness
Young is Co-Chair of the
Foundation for Future London,
and Chancellor of the University
of Nottingham.
Committee member:
A Audit
Committee
R Remuneration
Committee
N Nomination
Committee
Chair of Committee
Executive
Director
Non-Executive
Director
Maya Abu-Deeb
Group General
Counsel and Company
Secretary
Maya Abu-Deeb is a
qualified solicitor and
joined Bloomsbury in
2008 as General Counsel.
Maya is responsible for
all legal advice to the
Company, and manages
the legal and contracts
teams at Bloomsbury.
She is also Company
Secretary and Group Data
Protection Officer. Prior to
joining Bloomsbury, Maya
was in private practice for
ten years, specialising in
commercial, media and
intellectual property law,
and advising in respect of
both contentious and non-
contentious matters.
Maya read Oriental
Studies at St John’s
College, Oxford, before
completing the Common
Professional Exam and
Legal Practice Course
at the College of Law in
London.
87
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Report
The Directors present their report and the audited financial
statements for Bloomsbury Publishing Plc and its subsidiary
companies (the “Group”) for the year ended 28 February 2021.
Bloomsbury Publishing Plc is a company incorporated in England
and Wales, company number 01984336, with its principal place
of business and registered office at 50 Bedford Square, London
WC1B 3DP. Bloomsbury Publishing Plc is a premium listed
company on the Main Market of the London Stock Exchange
subject to the Listing Rules (“LR”) and Disclosure Guidance and
Transparency Rules (“DTR”) of the Financial Conduct Authority.
This Directors’ Report forms part of the Company’s Strategic
Report, as required under the Companies Act 2006 (Strategic
and Directors’ Report) Regulations 2013. The Strategic Report
also serves as the Management Report for the purposes of
DTR 4.1.8R, and includes the reporting requirements of the
EU Non-Financial Reporting Directive, as incorporated into the
Companies Act (see pages 24, 28 to 29 and 55 to 81 of the
Strategic Report).
Information that is relevant to this Report and information
required under the Companies Act 2006 and LR 9.8.4R is
incorporated by reference and can be found in the following
sections:
Information
Future developments of the
Company
Principal risks and risk
management
Use of financial instruments,
financial risk management
objectives and policies
Sustainability
Greenhouse gas emissions
Viability statement
Governance arrangements
Directors
Employment policies and
employee engagement
Diversity
Stakeholder engagement
S172 statement
Section in the
Annual Report
Strategic
Report
Strategic
Report
Financial
Statements
Strategic
Report
Strategic
Report
Strategic
Report
Corporate
Governance
Report
Corporate
Governance
Report
Strategic
Report
Strategic
Report
Strategic
Report
Corporate
Governance
Report
Page
15 to 16,
and 21
48 to 54
178 to 181
76 to 77
78 to 81
54
94 to 100
86 to 87
70 to 73
74 to 75
55 to 64
129 to 130
88
Overseas activities
The Group has overseas subsidiaries that are based and operate
in North America, Australia and India, and a joint venture
company that operates in China. These subsidiaries allow
locally employed teams to deliver services locally to authors
and customers. Employees from all Bloomsbury offices can be
involved in business development and travel to various countries
worldwide.
Overseas branches
The Company has no branches outside of the UK.
Results
The Financial Review on pages 44 to 47 sets out the Group’s
profit before tax and highlighted items, revenue and profit
before tax along with other key performance indicators. Profit
after tax for the Group’s operations for the year was £13.7 million
(2020: £10.5 million).
Material post-balance sheet events
On 23 April 2021, the Group announced the acquisition of
certain assets of Red Globe Press (“RGP”), the academic
imprint, from Macmillan Education Limited, a part of Springer
Nature Group. The transaction completed on 1 June 2021. The
consideration was £3.7 million, of which £1.8 million was be
satisfied in cash at completion and up to £1.9 million will be paid
post-completion, subject to assignment of certain contracts.
RGP specialises in high-quality publishing for Higher Education
students globally in Humanities and Social Sciences, Business
and Management, and Study Skills. RGP has a backlist of more
than 7,000 titles and publishes more than 100 new titles per year,
with content including digital platforms, textbooks, research-
driven materials and general academic publishing. The acquired
RGP titles are a good strategic fit, strengthen Bloomsbury’s
existing academic publishing, and establish new areas of
academic publishing in Business and Management, Study Skills
and Psychology. RGP’s three digital products will be migrated
to Bloomsbury Digital Resources’ own platform and its content
added to Bloomsbury Collections. The business will operate
within Bloomsbury’s Academic & Professional division. There are
opportunities for profit enhancements following the integration
of the business into Bloomsbury.
Dividend
The Directors recommend a final dividend of 7.58 pence per
share. The Directors also intend to pay a special dividend of 9.78
pence per share. The dividends will be payable on 27 August
2021 to Shareholders on the register on the record date of
30 July 2021.
The dividends paid and proposed by the Company for the year
ended 28 February 2021 and year ended 29 February 2020 are
as follows:
www.bloomsbury.comBloomsbury Publishing Plc Dividend
2021 Special
(proposed)
Total
2021 Final
(proposed)
2021 Interim
Total
2020 Final1
2020 Interim
Total
Dividend
per share
Total
dividend
Record
date
Paid/payable
date
9.78p
£8.0m 30 Jul 2021 27 Aug 2021
£8.0m
£6.2m
£1.0m
£7.2m
–
9.78p
7.58p
1.28p
8.86p
–
1.28p
1.28p
30 Jul 2021 27 Aug 2021
6 Nov 2020 4 Dec 2020
–
£1.0m 8 Nov 2019
£1.0m
–
6 Dec 2019
1 Bloomsbury had intended to declare a final dividend for the year ended 29
February 2020 of 6.89 pence per share. This would have resulted in a total
dividend for the year of 8.17 pence per share, up 3% on the previous year.
Bloomsbury decided, in light of the coronavirus crisis, to conserve cash and
did not pay a cash dividend. Instead, as approved by Shareholders at the
2020 AGM, the dividend was settled through the issuance of new Ordinary
shares by way of a bonus issue to Shareholders, with a value equivalent to
the proposed final dividend. The bonus issue was made on 28 August 2020
to Shareholders on the register on the record date of 31 July 2020.
Directors
The names of the Directors as at the date of this Report, together
with biographical details, are set out in the Board of Directors
section on pages 86 to 87. The Directors serving on the Board of
the Company during the year were as follows:
Date appointed in
the year
(if applicable)
Date resigned in
the year
(if applicable)
–
–
–
–
Non-Executive Chairman
Sir Richard Lambert
Independent Non-Executive Directors
John Warren
Steven Hall
Leslie-Ann Reed
Baroness Lola Young of
Hornsey
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Jonathan Glasspool
1 January 2021
–
–
–
–
–
–
–
–
–
–
21 July 2020
Details of Directors’ service contracts and Directors’ interests
in shares, awards and options are shown in the Directors’
Remuneration Report. Other than as disclosed in that Report,
none of the Directors held any interest, either during or at the
end of the financial year in any material contract or arrangement
with the Company or any subsidiary undertaking. The terms
under which Directors’ contracts may terminate are described
in the Directors’ Remuneration Report on pages 116 to 117.
This includes details of any arrangement by which the Company
would pay compensation to its Directors for loss of office, for loss
of employment or would make payments in respect of a change
of control of the Company.
Appointment and replacement of Directors
The Company is governed by its Articles of Association
(“Articles”), the Companies Act 2006 and related legislation
with regard to the appointment and replacement of Directors.
Company policy is to appoint Directors to the Board on the
recommendation of the Nomination Committee. This may be as
part of the progressive refreshing of the Board, to reappoint a
Director retiring by rotation, to fill a vacancy arising as a result of
a retiring Director or as part of measures taken to enhance the
skills, experience, capability and balance of the Board.
In 2016, the Board agreed that all Directors would stand for
annual re-election and this is now required under the 2018
revision of the UK Corporate Governance Code. Accordingly, the
Chairman, on behalf of the Board, confirms that each Director
proposed for re-election at the 2021 Annual General Meeting
(“AGM”) continues to contribute effectively and demonstrate
commitment to the role (including commitment of time for Board
and Committee meetings and any other duties). In addition, the
Board believes that each such Director is important to the long-
term success of the Company. At the 2021 AGM, John Warren, a
Non-Executive Director, will not stand for re-election.
The Company may remove a Director from office by passing an
ordinary resolution.
Powers of Directors
The powers of Directors are described in the Articles, the
Companies Act 2006 and in the schedule of matters reserved for
the Board, a copy of which is available on the Company’s website
at www.bloomsbury-ir.co.uk.
Directors’ indemnities and insurance
In accordance with the Articles, the Company may indemnify
the Directors to the extent permitted by law in respect of
liabilities incurred as a result of their office. The Articles permit
the Company to purchase insurance for its Directors and it has
maintained insurance throughout the year for its Directors and
Officer (the Company Secretary) against the consequences of any
actions brought against them in relation to their duties.
Director conflicts of interest
Procedures are in place to ensure compliance with the Directors’
conflict of interest duties set out in the Companies Act 2006.
These procedures have been complied with during the year and
the Board considers that these procedures operate effectively.
Details of any new potential or actual conflicts must be submitted
to the Board for consideration at the start of each meeting.
These may be approved or the Director may be asked, where
appropriate, to withdraw from any consideration of a matter
where a potential or actual conflict exists. Authorised conflicts
or potential conflict matters are reviewed by the Board on a
regular basis.
Charitable and political donations
No political donations were made by the Group during the
current or previous year. Information about charitable donations
made by the Company during the year is set out in the
Corporate Responsibility section on pages 65 to 68.
Articles of Association
The Company’s Articles may only be amended by special
resolution of the Shareholders. The Articles are available on the
Company’s website at www.bloomsbury-ir.co.uk.
89
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Report
Share capital and rights attaching to the Company’s
shares
The share capital of the Company comprises a single class of
ordinary 1.25 pence shares (“Ordinary shares”). During the year,
the Company did not cancel any shares. On 17 April 2020, the
Company announced the completion of the non-pre-emptive
placing (“Placing”) of 3,766,428 Ordinary shares in the capital of
the Company (“Placing Shares”), representing 5% of the issued
share capital of the Company prior to the Placing, all of which were
admitted to the Official List of the Financial Conduct Authority
(“FCA”) and to trading on the main market for listed securities of
the London Stock Exchange (“LSE”) on 21 April 2020.
Bloomsbury had intended to declare a final dividend for the year
ended 29 February 2020 of 6.89 pence per share. This would
have resulted in a total dividend for the year of 8.17 pence per
share, up 3% on the previous year. Bloomsbury decided, in light
of the coronavirus crisis, to conserve cash and did not pay a cash
dividend. Instead, as approved by Shareholders at the 2020
AGM, the dividend was settled through the issuance of new
Ordinary shares by way of a bonus issue to Shareholders, with a
value equivalent to the proposed final dividend to Shareholders
on the register on the record date of 31 July 2020 (the “Bonus
Issue”). A total of 2,513,674 Ordinary shares were admitted to
the Official List of the FCA and to trading on the main market for
listed securities of the LSE on 28 August 2020.
Details of the issued share capital can be found in note 22.
Pursuant to the Placing and the Bonus Issue, there were
81,608,672 fully paid up issued shares.
Share movements during the year are therefore as follows:
As at 1 March 2020
Equity Placing
Bonus Issue in lieu of final
dividend
As at 28 February 2021
Fully paid Ordinary
shares in issue
75,328,570
3,766,428
2,513,674
81,608,672
No Ordinary shares carry special rights with regard to control
of the Company. At a general meeting of the Company every
member has one vote on a show of hands and, on a poll,
one vote for each share held. The Notice of General Meeting
specifies deadlines for exercising voting rights either by proxy or
by being present in person in relation to resolutions to be passed
at a general meeting.
Under the Articles, any share in the Company may be issued with
such rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise as the Company may from time to
time by ordinary resolution determine (or, in the absence of any
such determination, as the Directors may determine).
No Shareholder is, unless the Board decides otherwise, entitled
to attend or vote either personally or by proxy at a general
meeting or to exercise any other rights conferred by being a
Shareholder if they, or any person with an interest in shares, have
been sent a notice under section 793 of the Companies Act
2006 (which confers upon public companies the power to require
information with respect to interests in their voting shares) and
they, or any interested person, failed to supply the Company
with the information requested within 14 days after delivery of
that notice. The Board may also decide to apply to the court for
an order under section 794 of the Companies Act 2006 so that
no dividend is payable in respect of those default shares and
that no transfer of any default shares shall be registered. These
restrictions end seven days after receipt by the Company of a
notice of an approved transfer of the shares or all the information
required by the relevant section 793 notice, whichever is earlier.
The Directors may refuse to register any transfer that is not a fully
paid share, although such discretion may not be exercised in a
way which the FCA regards as preventing dealing in the shares
of that class from taking place on an open and proper basis. The
Directors may likewise refuse any transfer of a share in favour of
more than four persons jointly.
The Company is not aware of any other restrictions in the transfer
of Ordinary shares in the Company other than certain restrictions
that may, from time to time, be imposed by laws and regulations.
The Company is not aware of any agreements between
Shareholders that may result in restrictions on the transfer of the
securities or voting rights.
Share dilution
In respect of dilution limits, the Company adheres to the updated
“Investment Association Principles of Remuneration” issued in
November 2020. In particular:
• The rules of the Company’s Long Term Incentive Plan (“LTIP”)
scheme ensure that:
− Commitments to issue new shares or reissue treasury
shares under executive (discretionary) schemes do not
exceed 5% of the issued Ordinary share capital of the
Company (adjusted for share issuance and cancellation) in
any rolling ten-year period; and
− Commitments to issue new shares or reissue treasury
shares, when aggregated with awards under all of the
Company’s other schemes, do not exceed 10% of the
issued Ordinary share capital (adjusted for share issuance
and cancellation) in any rolling ten-year period.
• The Remuneration Committee ensures that appropriate
policies regarding flow-rates exist in order to spread the
potential issue of new shares over the life of relevant schemes
so that the limit is not breached.
The Bloomsbury Employee Benefit Trust may purchase shares in
the market to be used for satisfying vested LTIP awards and other
employee share options. Further details are given below.
Authorities to purchase shares, to allot shares and
pre-emption rights
The Notice of the 2021 Annual General Meeting and explanatory
foreword set out:
• An ordinary resolution renewing the authority for the Directors
to allot shares under section 551 of the Companies Act 2006;
• Special resolutions renewing the authority given to the
Directors to disapply statutory pre-emption rights under
section 571 of that Act to allow shares to be issued for cash
or treasury shares to be sold for cash on a non-pre-emptive
basis; and
• A special resolution renewing the authority given to the
Directors to purchase the Company’s own shares on the stock
market.
90
continuedwww.bloomsbury.comBloomsbury Publishing Plc Employee Benefit Trust
The Bloomsbury Employee Benefit Trust (“EBT”) may purchase
shares in the market to be used for satisfying LTIP awards and
other employee share options that vest. During the year, the EBT
held Ordinary shares of 1.25 pence in the Company as follows:
As at 1 March 2020
Shares purchased
Bonus Issue shares
Shares released to satisfy vesting of
awards
As at 28 February 2021
Fully paid Ordinary
shares held by EBT
481,093
294,492
347
(718,452)
57,480
Up to the signing of this Report, the EBT held 47,549 Ordinary
shares of 1.25 pence in the Company, being less than 0.06%
of the issued Ordinary share capital. The Trustee may vote on
shares held by the EBT at its discretion, but waives its right to a
dividend.
Share purchases of own shares
During the year, the Company made no purchases of its own
shares and the authority granted by Shareholders at the 2020
AGM for the Company to purchase its own shares was, at the
end of the reporting period, still valid. This authority allows the
Company to make market purchases of up to 10% of the issued
Ordinary share capital as at 20 May 2020 (excluding treasury
shares).
Substantial shareholdings
As at 28 February 2021, the Company had been notified under
DTR 5 of the following interests of 3% or more in the issued share
capital of the Company.
Change of control
The Group has established close relationships over a long
period within the publishing markets in which it operates. It
relies heavily on its goodwill and reputation and in particular on
its reputation as an autonomous independent publisher with
authors, customers and key employees that could be affected by
a change of control.
There are no significant agreements to which the Company is a
party that alter or terminate upon a change of control following
a takeover bid except in respect of the Group’s revolving credit
facility described at note 25c.
The Company’s share incentive schemes (see note 23 for further
details of the share incentive schemes) contain provisions relating
to a change of control of the Company following a takeover bid.
Under these provisions, a change of control of the Company
would normally be a vesting event, facilitating the exercise of
awards, typically subject to the discretion of the Remuneration
Committee.
Contracts and arrangements essential to the business
The Group has a diverse base of authors, customers and general
suppliers so that its dependency on any one individual author,
customer or supplier is reduced. Primarily for printed books,
the Group develops longer-term relationships with a reduced
number of business partners, printers and distributors to
maximise process efficiencies and economies of scale. Failure of
a main supplier could temporarily disrupt the supply of books to
market or result in increased cost of working whilst alternative
arrangements are made.
The Group depends on its reputation which strongly influences
authors and customers in their selection of publisher.
Institution
BlackRock Inc
Canaccord Genuity Group Inc
Chelverton UK
1 Based on 81,608,672 issued shares.
2 Based on 79,094,998 issued shares.
Ordinary shares
number million
% issued
shares1
8.8
9.1
3.8
10.79%1
11.48%2
4.86%2
All notifications made to the Company under DTR 5 are
published on the Regulatory Information Service and on the
Company’s website (www.bloomsbury-ir.co.uk).
Between 28 February 2021 and 14 June 2021 (being the latest
practicable date before the publication of this Report), the
Company received further notifications under DTR 5, with the
most recent position being as follows:
• BlackRock Inc disclosed a holding of 10.97%; and
• Canaccord Genuity Group Inc disclosed a holding of 13.02%.
91
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Report
Cautionary statement
The Directors’ Report together with all sections incorporated into
it by reference has been prepared only for the Shareholders of
the Company. Its sole purpose and use is to assist Shareholders
to exercise their governance rights. In particular, the Directors’
Report has not been audited or otherwise independently verified.
The Company, its Directors and employees are not responsible
for any other purpose or use or to any other person in relation to
the Directors’ Report.
The Directors’ Report contains indications of likely future
developments and other forward-looking statements that are
subject to risk factors associated with, among other things, the
economic and business circumstances occurring from time to
time in the sectors, countries and business divisions in which the
Group operates.
These factors include, but are not limited to, those discussed
in the Risk Factors and Risk Management section. These and
other factors could adversely affect the Group’s results, strategy
and prospects. Forward-looking statements involve risks,
uncertainties and assumptions. They relate to events and/or
depend on circumstances in the future that could cause actual
results and outcomes to differ materially from those currently
anticipated. No obligation is assumed to update any forward-
looking statements, whether as a result of new information,
future events or otherwise.
Auditor
a) Reappointment of the Auditor
A resolution to reappoint KPMG LLP as Auditor will be proposed
at the forthcoming AGM.
b) Statement as to disclosure of information to the Auditor
The Directors who were in office on the date of approval of
these financial statements have confirmed that, as far as they
are aware, there is no relevant audit information of which the
Auditor is unaware. The Directors have each confirmed that
they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant
audit information and to establish that it has been communicated
to the Auditor.
92
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
parent Company financial statements for each financial year.
These Group financial statements were prepared in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006 and these Group
financial statements were also in accordance with international
financial reporting standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union.
These parent Company financial statements were prepared in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006.
Under Company Law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and parent
Company and of their profit or loss for that period. In preparing
each of the Group and parent Company financial statements, the
Directors are required to:
• Select suitable accounting policies and then apply them
consistently;
• Make judgements and estimates that are reasonable, relevant
and reliable;
• State whether they have been prepared in accordance with
IFRSs as adopted by the EU;
• Assess the Group and parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
• Use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The Directors’ statement regarding the adoption of the going
concern basis of accounting is set out in the Strategic Report
on page 54 and at note 2c.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the parent Company and
enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard
the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website, www.bloomsbury-ir.co.uk. Legislation in the
UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
continuedwww.bloomsbury.comBloomsbury Publishing Plc Safe harbour
Under the Companies Act 2006, a safe harbour limits the liability
of Directors in respect of statements in and omissions from the
Strategic Report and the Directors’ Report. Pages 1 to 202 of
the Annual Report, and the front and back covers to the Annual
Report, are included within the Directors’ Report by reference
and so are included within the safe harbour.
Responsibility statement of the Directors in respect of
the annual financial report
In accordance with DTR 4.1.12R, each of the Directors, whose
names and roles are set out in the Corporate Governance section
on pages 86 to 87, confirm that to the best of their knowledge:
• The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the parent Company and the undertakings included in
the Group taken as a whole; and
• The Management Report (which includes the Strategic
Report and the Directors’ Report) includes a fair review of
the development and performance of the business and the
position of the Group, together with a description of the
principal risks and uncertainties that it faces.
We consider the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the Group’s
position and performance, business model and strategy.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Strategic Report and Directors’ Report were approved by the
Board on 2 June 2021.
By order of the Board
Maya Abu-Deeb
General Counsel and Company Secretary
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The Board takes its responsibility to achieve sound governance
of the Bloomsbury Group seriously, and continuously maintains
high standards of corporate governance that focus on serving the
interests of Shareholders and other key stakeholders.
Governance structure and
Board effectiveness
Role of the Board
The Board is responsible for the overall leadership of the Group.
The Board determines, and oversees the execution of, the
Group’s strategy, and is responsible for the overall management,
control and performance of the Group’s business. The Board
reviews and monitors internal controls, risk management,
principal risks, governance and viability of the Company, and
is closely involved in developing and monitoring the Group’s
values and culture. The Board is ultimately responsible to the
Shareholders for the direction, management, performance and
long-term sustainable success of the Company.
Board oversight of culture and values
The Company’s core values as set out in the Strategic Report on
page 4 are central to its purpose: to inform, educate, entertain
and inspire readers of all ages all over the world. These values
fundamentally inform the strategy adopted by the Company
in pursuing that purpose, and the behaviours and activities of
the Company’s workforce in achieving the Company’s strategic
objectives. The Board is closely involved in shaping the
Company’s values and monitors the culture of the Company with
the assistance of its Committees.
The Board receives regular updates from the Company’s Director
of Human Resources on key themes and issues arising out of
the Company’s programme of Employee Voice Meetings and is
provided with detailed minutes of each of these meetings. The
Non-Executive Directors have a standing invitation to attend
Employee Voice Meetings and in this way are able to assess
organisational health through direct engagement with a wide
range of employees during such meetings. Further information
on the Company’s Employee Voice Programme is set out in the
Strategic Report on page 70.
The Board also receives updates from the Chair of the
Company’s Diversity, Inclusion and Well-being Working Group
on the Company’s activities in this area, with a view to ensuring
that the strategies in place are effective in promoting a culture
that upholds the Company’s principles of inclusion, diversity and
equality. Other ways in which the Board monitors culture include
reviewing the results of employee surveys, monitoring staff
turnover levels and receiving regular whistleblowing reports.
The Board has not identified any significant issues pursuant to its
monitoring activities which require corrective action.
The Board recognises the importance of these matters and we
continue to focus on developing relevant policies.
Engagement with stakeholders
The Board recognises its duties towards the Company’s
stakeholders as set out in section 172 of the Companies
Act 2006. Details of the Company’s engagement with key
stakeholders, including how their interests and the matters set
out in section 172 have been considered in Board discussions
and decision-making, are set out in the Strategic Report on
pages 55 to 64. The Board allocates time at each Board meeting
to discuss a stakeholder group in depth. At times, members of
senior management or key people within the business are invited
to Board meetings to provide the Board with further insight into
the interests of a stakeholder group, where required. In respect
of engagement with the workforce, the Board considers the
method of engagement through the forum of Employee Voice
Meetings as described above to be effective as it provides
a means for the Board to hear directly from employees on
matters of concern to them, and provides insight on how to
enhance employee satisfaction and work effectiveness within
the Company. The Board is actively involved in considering and
developing the Company’s response to matters raised during
Employee Voice Meetings.
The Directors consider that they have acted in the way they
consider, in good faith, would promote the success of the
Company for the benefit of its members as a whole, having
regard to the stakeholders and matters set out in section 172 (1)
(a-f) of the Companies Act 2006 in the decisions taken during the
year ended 28 February 2021.
Powers and responsibilities of the Board
The Company’s Articles of Association set out the Board’s powers.
The Board has a formal schedule of matters specifically reserved
for its own decision. A copy of this schedule can be found on the
Company’s website at www.bloomsbury-ir.co.uk. The schedule
is reviewed annually and updated where appropriate to ensure
that it complies with the Code and other legal and regulatory
requirements, and reflects best corporate practice.
The key responsibilities of the Board include:
• Reviewing and setting long-term objectives and commercial
strategy;
• Developing and monitoring the Company’s values and culture;
• Considering stakeholder interests in decision-making;
• Reviewing and approving the annual operating and capital
expenditure budget;
• Reviewing the Company’s performance in light of the Group’s
strategy, objectives, business plans and budgets;
• Approving an extension of the Group’s activities into new
business or geographic areas;
• Approving any decision to cease to operate all or any material
part of the Group’s business;
• Approving major changes to the Group’s corporate, senior
management and control structure or share capital structure;
• Approving the Annual Report and Accounts, the half-year
statements and associated announcements;
• Approving the dividend policy and declaration of dividends;
• Approving significant changes to accounting policies;
• Approving the treasury policy;
• Monitoring the Group’s risk management policy and
procedures, oversight of the internal risk control framework
and carrying out an annual review of their effectiveness;
• Approving all material contracts, acquisition of titles, net
advances and major investments above a specified level;
• Approving resolutions to be put to the AGM and circulars to
Shareholders;
94
www.bloomsbury.comBloomsbury Publishing Plc • Approving changes to the structure, size and composition of
the Board, following recommendations of the Nomination
Committee;
• Approving appointments to the Board;
• Approving the Remuneration Policy upon recommendation of
the Remuneration Committee;
• Approving the remuneration of Non-Executive Directors; and
• Approving various Company policies.
Board Committees
The Board has three Committees to assist in the discharge of
its duties: the Audit Committee, Nomination Committee and
Remuneration Committee. The Chairs and members of these
Committees are appointed by the Board on the recommendation
of the Nomination Committee in consultation with the respective
Committee Chair. Each of the Committees have formally
delegated duties and responsibilities under their written terms
of reference, which are approved by the individual Committees
and the Board and can be found on the Company’s website,
www.bloomsbury-ir.co.uk. Each Committee’s terms of reference
are reviewed annually to ensure that it complies with the Code
and other legal and regulatory requirements, and reflects best
corporate practice.
All main Board meetings provide standing items for each
Committee Chair to update the Board after each Committee
meeting. Committees also submit reports and recommendations
to the Board on any matter which they consider significant to the
Group.
The main roles and responsibilities of the Board Committees are
summarised in the Corporate Governance Framework set out on
page 85 of this section.
The Board may also appoint a subcommittee of the Board as and
when required.
Further information on the activities of each Committee is
detailed within the separate Committee reports.
Composition of the Board
As at the date of this report, the Board comprises the Non-
Executive Chairman, two Executive Directors: the Chief Executive
and the Group Finance Director, and four independent Non-
Executive Directors, one of whom is appointed as the Senior
Independent Director. The biographies of the current Directors
appear on pages 86 to 87 of this section.
Aligning to the 2018 UK Corporate Governance Code
The following pages within this Corporate Governance report
and the Strategic Report set out how the Company has applied
the five principles of the Code during the year:
Principle of the Code
Board leadership and Company purpose
Division of responsibilities
Page
4, 94 to 95, 97
94 to 95, 96
Composition, succession and evaluation
98 to 100, 101 to 103
Audit, risk and internal control
48 to 54, 104 to 107
Remuneration
108 to 128
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Division of responsibilities
Chairman
• Ensuring the effective operation of the Board and its Committees in conformity with the highest standards
of governance;
• Leading, chairing and managing the Board;
• Promoting a culture of openness and debate at Board level and ensuring constructive relations between
Non-Executive and Executive Directors;
• Setting the Board agenda and ensuring adequate time is available for discussion on all agenda items;
• Ensuring the Board receives accurate, clear and timely information;
• Leading the performance evaluation of the Board and Committees;
• Ensuring that there is effective communication with Shareholders and other stakeholders;
• Considering the composition and succession planning of the Board and its Committees;
• Ensuring the Board’s Committees are properly structured with appropriate terms of reference; and
• Ensuring that Directors receive a tailored induction programme when joining the Board.
Chief Executive
• Managing the Group’s business and implementing Board decisions, policies and strategies;
• Developing the Group’s corporate strategy and objectives for recommendation to the Board;
• Providing leadership as Chair of the Executive Committee to achieve strategic objectives;
• Promoting the Company’s culture to the workforce and ensuring that operational policies and practices
drive appropriate behaviours;
• Leading effective engagement with Shareholders and other stakeholders; and
• Monitoring, reviewing and managing the risk framework and strategies with the Board.
Group Finance
Director
• Providing day-to-day management of the Group’s financial affairs;
• Managing the Group’s financial planning, reporting and analysis;
Senior
Independent
Director
Non-Executive
Directors
• Supporting the Chief Executive in developing and implementing strategy; and
• Leading other functional areas such as tax, treasury, internal controls and risk management, and corporate
finance.
• Acting as a sounding board for the Chairman;
• Serving as an intermediary for the other Directors and Shareholders as necessary;
• Meeting with Shareholders on matters where usual channels are deemed inappropriate; and
• Leading the annual evaluation of the Chairman of the Board.
• Scrutinising and holding to account the performance of management and individual Executive Directors
against agreed performance objectives;
• Providing constructive challenge to the Executive Directors;
• Contributing to the development of proposals on strategy and proposed corporate initiatives; and
• Monitoring the integrity of financial information, financial and non-financial controls and systems of risk
management.
Company
Secretary
• Advising the Board, through the Chairman, on all governance-related matters and best practice;
• Providing advice and services to the Directors and Board Committees where requested; and
• Ensuring clear and timely information flow to the Board and its Committees.
There is a clear separation of the roles of the Chairman and Chief Executive to prevent any individual from having unfettered powers
of decision. A formal statement describing the division of responsibilities between the Chief Executive and the Chairman, together
with details of the roles and responsibilities for each of the Chairman, Chief Executive and Senior Independent Director, can be found
at www.bloomsbury-ir.co.uk.
96
continuedwww.bloomsbury.comBloomsbury Publishing Plc Activities of the Board during the year
The following key matters are standing agenda items at every
Board meeting:
• Review and approval of the roles and responsibilities of the
Chairman of the Board, the Chief Executive and the Senior
Independent Director;
• Updates from the Audit, Nomination and Remuneration
Committee Chairs;
• Report from the Chief Executive;
• Report from the Director of Human Resources on HR initiatives
and outcomes of Employee Voice Meetings;
• Report from the Group Finance Director;
• Discussion of strategy and key strategic objectives;
•
•
In-depth focus on a principal risk;
In-depth focus on a key stakeholder;
• ESG update;
• Consideration of how stakeholder interests and section
172 considerations have been taken into account in Board
discussions and decision-making at that meeting; and
• Corporate Governance update.
During the year, among other matters, the Board considered the
following matters:
•
Impact of coronavirus on strategy, performance and staff;
• Approval of the Company’s non-pre-emptive equity placing;
• Review of Health and Safety and general staff wellbeing,
particularly in light of coronavirus;
• Review and setting of long-term objectives and commercial
strategy for the Company’s operations supported by an in-
depth review of the publishing market;
• Review and approval of the annual budget;
• Review of the management accounts, short and long-term
forecasts, key performance indicators and full year forecasts;
• Review of progress against agreed financial and strategic
objectives and internal and external forecasts;
• Review and approval of the Annual Report and Accounts, the
half-year statements and associated announcements;
•
Investor feedback from Executive Director meetings with
Shareholders;
• Approval of the interim dividend and the bonus issue in lieu of
a final dividend;
• Regular reports by Executive Directors on operational matters;
• Approval of the acquisition of certain assets from Zed Books
Limited;
• Approval of the acquisition of certain assets from Macmillan
Education Limited;
• The management and review of the risks of the Company;
• Review of the Group Treasury policy;
• Review of the Group’s tax strategy;
• Review of the Gender Pay Gap report;
• Review and approval of terms of reference for all the
Committees;
• Review and approval of science-based targets to reduce the
Company’s greenhouse gas emissions;
• Review and approval of a schedule of matters reserved for
the Board;
• Review of conflicts of interest;
• Review and approval of the fees of the Non-Executive
Directors;
• Monitoring and understanding of organisational culture and
values;
• Consideration of the Company’s key stakeholders and their
interests, and review of stakeholder engagement;
• Review of other routine corporate governance matters;
• Review of the Group’s whistleblowing procedures; and
• Evaluation of the Board’s own effectiveness.
In addition to its regular meetings throughout the year, the
Board convenes annually with members of the Company’s
Executive Committee and other key operational employees of
the Company for the Board Strategy Day, during which the Board
undertakes an in-depth review of key areas of the Company’s
business, sets the strategic direction of the Company and reviews
performance against previously agreed strategic objectives. This
year, the Board Strategy Day was split into two virtual meetings.
Whistleblowing
Under the Code, the Board is responsible for approving and
overseeing the Group’s whistleblowing policy and ensuring that
adequate procedures are in place for staff to raise concerns
in confidence. The Company has an approved whistleblowing
policy which can be viewed at www.bloomsbury-ir.co.uk. The
Board is provided with an update of all significant matters that
are reported under the policy. None have been reported during
the year.
Conflicts of interest procedures
The Board has reviewed the interests of the Directors and the
Company maintains a register of areas of potential conflict of
interest for Directors. Additionally, Directors are required to
declare any new interests at the start of all Board and Committee
meetings. In accordance with the Board’s formal policy, should
a matter arise where there is a risk of a conflict in the Board
discussing matters or making decisions, the Director affected
by the conflict will absent themselves from the meeting while
the matter is considered. During the year, there were no actual
or potential conflicts of interest arising that required a Director
to take this step. Directors may also notify the Company, via
the Company Secretary, at any time, of any potential or future
direct or indirect conflicts that may arise, or that may possibly
conflict with the interests of the Company. Any such notifications
are required to be considered and, if thought appropriate,
authorised by the Board.
Director independence
The Board has reviewed the independence of each Non-
Executive Director and considers all the Non-Executive Directors
who served during the year to be independent in character and
judgement, and does not consider that there are any relationships
or circumstances which affect, or could appear to affect, their
independent judgement. The Board meets the requirement under
the Code that at least half the Board (excluding the Chairman)
should be independent Non-Executive Directors.
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Time commitments
The time commitments of Directors are considered on appointment and annually. The Board is satisfied that there are no Directors
whose time commitments are considered to be a matter of concern and that each of the Directors have sufficient time to meet their
Board responsibilities. None of the Executive Directors have taken up more than one Non-Executive Director role at a FTSE 100
company or any other significant appointment. Additional appointments are not to be undertaken without prior approval of the Board.
The interested Director is not permitted to vote, or be counted in the quorum, for any decision relating to their commitment.
Board information and support
All Directors have access to the advice of the Company Secretary where required. Directors also have access to independent
professional advice, if required, at the Company’s expense.
Attendance at Board and Committee meetings
The table below shows the attendance of Directors at Board and Committee meetings during the year ended 28 February 2021.
During the year, there were ten scheduled Board meetings which, due to the coronavirus pandemic, were conducted virtually. Two
of these meetings were arranged exclusively to consider the non-pre-emptive placing of 3,766,428 Ordinary shares in the capital of
the Company, and the Board Strategy Day was split into two separate meetings. Executive Directors may also have been present at
Committee meetings, either in full or part, to update members. Nigel Newton attends the Nomination Committee as a full member.
Committee
appointments
Board
Remuneration
Audit
Nomination
Chairman
Sir Richard Lambert
N
R
10/10
6/6
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Jonathan Glasspool1
Non-Executive Directors
John Warren2
Steven Hall
Leslie-Ann Reed
Baroness Lola Young
of Hornsey3
N
A
A
A
N
N
N
N
R
R
R
10/10
10/10
7/7
10/10
10/10
10/10
1/1
–
–
–
6/6
6/6
6/6
–
–
–
–
–
3/3
3/3
3/3
–
3/3
3/3
–
–
3/3
3/3
3/3
0/0
1 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired
from the Company on 31 July 2020.
Committee member:
2 John Warren will step down from the Board at the conclusion of the 2021 AGM, and will be succeeded by
A Audit Committee
Leslie-Ann Reed as Senior Independent Director and Chair of the Audit Committee.
3 Baroness Young was appointed as a Director of the Company on 1 January 2021. A formal resolution in relation
to her appointment will be put to Shareholders for approval at the 2021 AGM.
R Remuneration Committee
N Nomination Committee
Board and Committee evaluation for 2020/2021
The Board
The Board conducts an annual formal evaluation of its performance. The 2018 Code provides that the Chairman of the Board should
consider having a regular externally-facilitated Board evaluation. For 2020/2021 therefore, the Board undertook its first externally-
facilitated evaluation. The evaluation was conducted towards the end of the financial year by Value Alpha Limited (“Value Alpha”),
an independent advisory firm. Value Alpha has no other connection with the Company or individual Directors and has not previously
facilitated Board reviews for the Company or the Chairman.
98
continuedwww.bloomsbury.comBloomsbury Publishing Plc 2020/2021 External Evaluation Process
• Value Alpha was selected from various providers to conduct
• The relationships between Board and senior management,
and between Board members themselves;
the evaluation through a process led by the Chairman
and Chief Executive, with oversight from the Nomination
Committee.
• The Company Secretary provided Value Alpha with the
necessary resources, including recent Board and Committee
papers, minutes from previous Board and Committee
meetings and other relevant information, to enable Value
Alpha to undertake a thorough review of the Board.
• Value Alpha conducted confidential one-to-one virtual
interviews with each of the Directors and the Company
Secretary, which covered topics such as Board effectiveness,
the Board’s relationship with management, the wider legal
and regulatory context in which the Company operates, the
Board’s consideration of stakeholder groups, the Board’s
oversight of Company culture, Board behaviours, and the
systems and processes the Company has in place to ensure
good governance.
•
In order to gather insight into the Board’s dynamics, culture,
leadership and individual Director contribution, Value
Alpha observed two Board meetings and three Committee
meetings.
• Value Alpha delivered a virtual presentation of its findings
from the evaluation to the Board in April 2021, where the
Board was also given the opportunity to discuss the points
raised by the evaluation and recommendations on follow-
up actions. This session took place outside of a scheduled
Board meeting. Value Alpha also provided a copy of the
presentation to the Board.
A broad range of areas were considered during the one-to-one
discussions with the Directors, including:
• The Board’s role in the oversight and development of strategy,
providing direction to senior management and ensuring
sufficient resources (in particular, the right people) are in place
to deliver the Company’s strategy;
• The plans in place for succession for the Executive Directors
and senior management;
• The assessment and management of the risk and internal
controls framework; and
• General meeting organisation, agendas and the quality of the
information provided to Directors on the whole.
Results of the Board evaluation
Overall, Value Alpha reported that the results of the evaluation
were overwhelmingly positive. Key findings were as follows:
• The Board continued to work well together and with the
senior management team, with strong commitment from the
Executive and Non-Executive Directors.
• The performance of the Board, its Committees, the Chairman
and each of the Directors continued to be effective.
• The composition and size of the Board was considered to be
appropriate, with an appropriate balance of experience, skills
and capabilities. All Directors demonstrated commitment to
their roles and contributed effectively. Board dynamics and
behaviours were also very positive.
Key areas of focus for 2021/2022
The main areas identified by the external evaluation for
continued focus were:
• The repurposing of the agendas for each Board meeting to
facilitate prioritising of business issues and value creation;
• The effectiveness of the Board, including the assessment
• The provision of additional training to Directors on key topics
of the mix of skills, experience, knowledge, independence,
diversity and behaviours to address challenges facing the
Company;
• The effectiveness of the Board’s decision-making processes
and whether these generate well-informed and high-quality
decisions;
Progress against the 2019/2020 evaluation
such as ESG and cyber security; and
• The need for continued exposure to key members of senior
management.
A summary of the Board’s progress against the actions arising from the 2019/2020 internal evaluation are set out below:
Action
Progress
The further development and articulation of long-term strategy
The further improvement in the effectiveness of the Company’s
internal operational systems and processes, including IT systems
Presentations have been delivered by members of senior
management at Board meetings during the course of the year,
including from the managing directors of the Consumer and
Non-Consumer Divisions. A routine “Strategy” item is included
on each Board agenda and remains an area of focus.
A presentation from the Head of IT was delivered to the Board
during the year. Cyber and information security arrangements
were also reviewed during the year by the Head of Internal
Audit as part of the Internal Audit plan, and the results were fed
back to the Audit Committee.
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The Company maintains an active dialogue with its institutional
Shareholders and City analysts through a planned programme
of investor relations. Twice a year, there are formal presentations
of results, followed by a series of post-results meetings
with Shareholders. The presentations are made available at
www.bloomsbury-ir.co.uk. The outcome of these meetings is
reported to the Board. This includes feedback from individual
Directors and from discussions by the Company’s corporate
broker or public relations representative with Shareholders
and City analysts. This is used to help review and develop
Bloomsbury’s procedures. In addition, the Chairman invites
significant Shareholders to meet with him to discuss any matter
of interest or concern. The Senior Independent Director is
also available to Shareholders as required. During the year, all
meetings with institutional Shareholders and City analysts were
held virtually.
AGM
As a matter of course, all Shareholders are welcome at the AGM,
which includes presentations on the business and an opportunity
to ask questions. The Chairs of the Audit, Remuneration and
Nomination Committees attend and are available to answer
questions. Due to the coronavirus pandemic, in line with the UK
Government’s “Stay Alert” measures, the 2020 AGM was run as
a closed meeting. Nonetheless, Shareholders were encouraged
to vote in advance by proxy and to submit to the Board any
questions they would otherwise have asked at the AGM ahead
of the meeting by email. Subject to the UK Government lifting
all restrictions relating to coronavirus, all Shareholders will be
able to attend and participate in the 2021 AGM. Details on the
arrangements for the 2021 AGM can be found in the Notice of
the Annual General Meeting on pages 203 to 213.
At the 2020 AGM, the Company proposed (and received
Shareholder approval for) new Articles of Association that will
allow it to more efficiently deal with general meetings, including
AGMs, in circumstances where physical meetings are prevented
due to extreme events such as the pandemic. The new Articles of
Association will allow AGMs to be convened in “hybrid” formats
that allow both physical and remote participation of Directors
and Shareholders. The Company emphasises that it would only
use this power to hold virtual meetings in extreme circumstances
such that the holding of a physical meeting may cause harm to
life or is restricted/prohibited by measures implemented by the
UK Government.
Board Committees
Board Committees are evaluated annually against their terms of
reference and against adherence to relevant requirements of the
Code and applicable regulations, as well as how they operate
as an effective committee. For 2020/2021, the Committee
evaluation process formed part of the wider Board evaluation led
by Value Alpha.
The Chairman
The present Chairman, Sir Richard Lambert, joined the Board
in July 2017 and was considered independent upon his
appointment. It was unanimously agreed by the Directors as part
of the external Board evaluation that the Chairman continued to
lead the Board in an effective and positive manner.
Directors
Following the results of the external Board evaluation, the Board
considers that each of the Directors proposed for re-election
at the 2021 AGM continues to contribute effectively, and to
demonstrate commitment, to their roles.
Induction, training and development
Upon appointment to the Board, all Directors undertake a
comprehensive induction process, which includes dedicated
time with the Executive team and senior management. Directors
are also provided with induction materials, which comprise
an overview of the Group and its organisational structure, the
responsibilities of being a Director of a UK-listed Company,
Board policies and procedures, minutes of previous Board and
Committee meetings and details of the Board’s external advisers,
amongst other information. In January 2021, Baroness Young
joined the Board and while at the time of her appointment
physical visits and meetings were not permitted due to UK
Government guidelines, she was supported by an induction
programme of virtual introductory meetings with Executive and
Non-Executive Directors, senior management and advisers.
The Board and Committees receive regular updates on key
legal, governance and compliance issues during meetings.
During the year, the External Auditor KPMG provided updates
on developments in corporate governance, and auditing and
financial reporting standards. External remuneration consultants
Deloitte LLP provided an update on remuneration market trends.
Key members of senior management attended Board meetings
and delivered presentations about the Company’s operations
and strategy.
Relations with Shareholders
The Board, led by the Chairman, is responsible for ensuring
an open dialogue with Shareholders based on the mutual
understanding of objectives. The Chief Executive and Group
Finance Director have day-to-day responsibility for all investor
relations matters and for contact with Shareholders, as well as
with City analysts. The Annual Report, interim reports, AGM,
market updates and post-results announcement presentations
are the principal means through which the Company
communicates its strategy and performance to Shareholders.
100
continuedwww.bloomsbury.comBloomsbury Publishing Plc Nomination Committee Report
Dear Shareholder,
I am pleased to present my report to you as Chair of the Nomination Committee which
describes how the Committee has carried out its responsibilities during the year.
Composition of the Committee
The Committee is comprised of myself as Chairman of the Board and Chair of the
Committee, four Independent Non-Executive Directors and the Chief Executive. I was
considered independent on appointment. The members of the Committee during the
year were as follows:
Director
Sir Richard Lambert (Chair of the Committee)
Nigel Newton
John Warren
Steven Hall
Leslie-Ann Reed
Baroness Young
Appointed
in the year
(if applicable)
–
–
–
–
–
1 January 2021
Resigned
in the year
(if applicable)
–
–
–
–
–
–
The Committee met three times during 2020/2021. The Committee members’
attendance can be seen on page 98 of this section of the Annual Report.
Role of the Committee
The terms of reference of the Committee set out its role and authority.
These are reviewed annually and can be found on the Company’s website,
www.bloomsbury-ir.co.uk. In summary, the Committee’s responsibilities include:
• Reviewing the size, structure and composition of the Board and making
recommendations for changes to the Board where necessary;
• Regularly monitoring and assessing the skills, knowledge, experience and
diversity of the Board and senior management;
• Reviewing the results of the Board performance evaluation process to include
reviewing the composition and diversity of the Board and its Committees
(taking into consideration the balance of skills, experience and knowledge
required) and how effectively Board members work together to achieve
objectives;
• Reviewing annually the time required from Non-Executive Directors and
the number of external appointments held and, in respect of any additional
external appointments notified to the Board, considering the type of role,
the expected time commitment and any impact which this might have on the
Director’s duties to the Company;
• Ensuring plans are in place for the orderly succession to Board and senior
management positions, and overseeing the development of a diverse
pipeline for succession, taking into account the leadership requirements of
the Company in the context of the challenges and opportunities facing the
Company;
Sir Richard Lambert
Chair of the Nomination
Committee
Board diversity
Gender
n Male
n Female
4
3
Balance of the Board
n Chairman
1
n Non-Executive 4
n Executive
2
Tenure
• Leading the process for new appointments to the Board;
•
Identifying and making recommendations to the Board on potential candidates
for appointment to the Board and senior management positions;
• Overseeing the induction of new Directors and monitoring ongoing conflicts,
time commitments, training and evaluation of the Board; and
• Overseeing the Company’s diversity objectives and strategies, and monitoring
the impact of diversity initiatives.
n 0–2 years
n 2–4 years
n 4–6 years
n 6+ years
1
4
1
1
101
Stock code: BMYAnnual Report and Accounts 2021Governance Nomination Committee Report
Board appointment process
The Board appointment process is as follows:
• The annual evaluation of Board effectiveness enables the
Committee to identify any gaps in the skills, knowledge and
experience needed or forecast in anticipation of Director
resignations;
• The Committee then carries out a more detailed
consideration of the Board’s structure, balance, diversity and
succession planning needs;
• An independent external recruitment consultant is appointed
who performs a search to identify candidates meeting
criteria agreed with the Nomination Committee. The external
consultant carries out initial interviews with candidates and
carries out background research on them to formulate a
shortlist. In exceptional circumstances, the appointment of
an external consultant may not be considered necessary, if a
suitable candidate has been otherwise identified;
• One or more Directors interview each candidate and feed
back to the external consultant on the interview evaluation of
the candidate;
• References are taken and other background checks are made
on candidates;
• The Nomination Committee, sitting together, selects the final
candidate and makes a recommendation to the Board; and
• The Board has the final decision on appointing a candidate.
Activities of the Committee during the year
In 2020/2021, the Nomination Committee was required to
consider the recruitment of a Non-Executive Director to
replace John Warren, who will be retiring at the 2021 AGM.
Nigel Newton, Bloomsbury’s Chief Executive, had become
acquainted with Baroness Young when she was the Chair of the
judges of The Man Booker Prize in 2017 and became aware
of her extensive work on social issues in the House of Lords,
as an academic, and in literary matters through her roles as
Chair of both The Orange Prize and The Booker Prize. With the
increased focus on social issues, and Baroness Young’s wealth
of experience in both social and literary areas, the Committee
and the Board unanimously agreed that Baroness Young’s
appointment to the Board would be a positive step towards
achieving Bloomsbury’s goals, particularly around social matters
and increasing diversity across the Company. Baroness Young
was appointed to the Board on 1 January 2021 and will be
formally standing for election at the 2021 AGM.
Other matters considered by the Committee during the year
included:
• The gender balance for direct reports to senior management;
• Succession planning for the Board and senior management;
• Conflicts of interest, time commitments, independence of
directors, training and evaluation of the Board;
• Diversity and inclusion in general, including the approval of
a diversity and inclusion policy and the consideration of the
Company’s Diversity, Equity & Inclusion plan;
• The skills, experience and knowledge of Board members;
• The format of the Board evaluation and, once completed, the
consideration of the results and feedback;
• The extension of tenure for Steven Hall and Sir Richard
Lambert; and
• Review of revised terms of reference for the Committee.
Oversight of the Company’s diversity and inclusion policy
and practices
Central to the Company’s mission and purpose is the promotion
and dissemination of a multiplicity of voices on a vast range of
topics from an international author base. Diversity and inclusion
therefore inform the strategy which the Company adopts to
realise its purpose. The Board considers that diversity within
the Company’s workforce and at senior levels of management
may further serve this purpose and supports the delivery of
Bloomsbury’s strategic objectives. Beyond this, the Board
recognises the importance of the Company’s workforce
and publishing being reflective of the society in which the
Company operates.
The Committee supports the Board in overseeing the Company’s
diversity and inclusion policy and related HR strategies for the
purposes of developing a strong and diverse talent pipeline
for the future through recruitment, retention and development
strategies designed to promote all aspects of diversity. The
Committee receives updates from the Director of Human
Resources and Jenny Ridout, MD of the Non-Consumer
Composition of the
Executive Committee
Executive Committee
direct reports
n Male
2
n Female 6
n Male
18
n Female 44
102
Board experience and skills
Plc experience
Publishing and media
Digital and technology
CEO experience
Finance experience
Executive compensation
Audit and Risk
Governance
Global markets
M&A
Business to business operations
ESG
continuedwww.bloomsbury.comBloomsbury Publishing Plc
Division and the Chair of the Diversity, Inclusion and Wellbeing
Steering Group on the implementation of diversity and inclusion
measures across the Group at each Committee meeting. Further
information in respect of diversity and inclusion can be found
in the Corporate Responsibility section on pages 74 to 75.
The Committee has approved the Company’s Diversity and
Inclusion Policy.
Board diversity
The Board recognises the benefits of greater diversity on the
Board and in senior management positions throughout the
Group. Although the Company is not a member of the FTSE
350, the Board aims for at least one-third, or the nearest number
to a third, of Directors on the Board to be women in line with
the Hampton-Alexander Review targets in respect of gender
diversity. The Board is pleased to confirm continued adherence
to these recommendations and at present it has three women
among its seven Directors. When John Warren steps down
from the Board in July 2021, one-half of the Directors will be
women, which will exceed these recommendations. The Board
is also delighted to confirm adherence to the Parker Review’s
recommendation which recommends that each Board should at
least have one Director from an ethnic minority background.
New appointments to the Board are usually selected by the
Nomination Committee using independent search consultants
based on merit as the best candidate for the role, unless there
are exceptional circumstances where a suitable candidate
has been found outside of this process, as was the case with
Baroness Young. The Board appreciates how diversity can
enhance the Board’s effectiveness in decision-making where
different skillsets and perspectives are present in the boardroom
and will continue to consider different aspects of diversity such
as ethnicity, education and social background in connection with
new appointments. The Board considers there to be a diverse
pipeline of senior management with respect to gender balance.
A majority of the Executive Committee and their direct reports
are women, details of which can be found at the bottom of
page 102. Further information on the gender balance at different
levels of the Company can be found in the Company’s Gender
Pay Gap Report on its website (www.bloomsbury-ir.co.uk).
Board balance by experience and skills
Bloomsbury Board members bring a wide range of experience
and skills which support the Company’s strategy. The Board
believes it has an appropriate balance of skills, experience and
knowledge, but the composition of the Board is kept under
review to ensure any skills gaps are taken into consideration as
part of ongoing succession planning. Details of the Board’s skills
are set out at the bottom of page 102.
Succession planning
The Committee considers succession planning at each meeting.
Ensuring that suitable plans are in place for orderly succession
to both the Board and senior management positions to ensure
business continuity was even more significant during the year
in light of the coronavirus pandemic, due to the risk of Board
members and members of senior management becoming
incapacitated.
The Committee focuses on succession planning at Board level
in particular, and during the year discussed succession plans for
the Chief Executive. The size, structure and composition of the
Board together with the knowledge, skills and experience of
Directors is kept under review as part of assessing the overall
effectiveness of the Board. In the event that a Director were
to announce their resignation from the Board, the Committee
would identify any resulting gaps in the skills mix and would
make recommendations to the Board, where appropriate, on
the skills, knowledge and experience that the replacement
candidate should have. On the whole, the Board is satisfied that
plans are in place for orderly succession to the Board.
The Board is committed to recognising and nurturing a talent
pipeline within the various management levels across the
Group to ensure that opportunities are created to develop key
individuals within the business. In 2020/2021, the Committee
discussed plans for the Company to take a more structured
approach towards below Board succession planning by
identifying high potential individuals within the business and
providing a structured opportunity for such individuals to
develop the skills and experience that would enable them to
move into higher tier and/or senior management positions.
The Company runs a Management Development programme
targeted at line managers across all departments within
the business to support personal development and career
progression. The purpose of the programme is to enable
individuals to develop the critical knowledge, skills, and
behaviours needed in senior business positions.
Re-election of Directors
In 2016, the Board decided to follow best practice by requiring
all Directors to retire at each AGM and stand for re-election.
Annual re-election is now a requirement under the Code for
a FTSE SmallCap company such as Bloomsbury Publishing
Plc. The Articles of the Company would otherwise require all
Directors to be subject to reappointment by the Shareholders
at the first Annual General Meeting after their appointment and
thereafter at intervals of no more than three years.
Recent Non-Executive Director appointments by the Board
have been for periods of up to four years. In 2016, the
Board concluded that it would be best served by a policy
of progressive refreshing of the Non-Executive Directors,
anticipating annual appointments of new Non-Executive
Directors and an average duration of such appointments of
four years. During 2019, the Board reviewed this policy and
decided it remained appropriate given that it retained flexibility
to extend an appointment beyond four years where the
circumstances made it appropriate to do so.
The notice periods by the Company of the Directors are set out
in the Directors’ Remuneration Report on pages 116 to 117.
Sir Richard Lambert
Chair of the Nomination Committee
2 June 2021
103
Stock code: BMYAnnual Report and Accounts 2021Governance Audit Committee Report
Dear Shareholder,
I am pleased to present my report to you as Chair of the Audit Committee which
describes the Committee’s operations during the financial year ended 28 February 2021.
Composition of the Committee
The Committee is comprised of three Independent Non-Executive Directors. I am the
Chair of the Committee, a Fellow of the Institute of Chartered Accountants in England
and Wales. The Board is satisfied that my experience and qualifications are sufficient for
me to meet the experience and qualification requirements for at least one member of
the Audit Committee to hold recent and relevant financial experience as required by the
Code and Listing Rules. I will step down from the Board at the conclusion of the 2021
AGM, and will be succeeded as Chair by Leslie-Ann Reed. Leslie-Ann also has extensive
financial and Audit Committee experience. In addition, another Committee member,
Steven Hall, is experienced in the field of publishing, enabling the Committee to have
competence relevant to the sector in which the Company operates. The members of the
Committee during the year were as follows:
John Warren
Chair of the Audit Committee
Director
John Warren
(Chair of the Committee)
Steven Hall
Leslie-Ann Reed
Appointed
in the year
(if applicable)
Resigned
in the year
(if applicable)
–
–
–
–
–
–
The Committee met three times during 2020/2021. The Committee members’
attendance can be seen on page 98 of this section of the Annual Report. The
Committee typically invites the External Auditor, the Head of Internal Audit, the
Chairman of the Board, the Group Finance Director and the other Executive Directors
to attend meetings. There is a standing item on the agenda for the External and
Internal Auditors to meet the Committee alone without management present, enabling
Committee members or Auditors to share any concerns that they may have.
Role of the Committee
The terms of reference of the Committee set out its role and
authority. These are reviewed annually and can be found on
the Company’s website, www.bloomsbury-ir.co.uk. In summary,
the Committee’s responsibilities include:
• Monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance; reviewing significant
financial reporting judgements contained therein;
• Reviewing the Annual Report and Accounts and advising
the Board on whether, taken as a whole, it is fair, balanced
and understandable and provides the necessary information
for Shareholders to assess the Company’s performance,
business model and strategy;
• Reviewing and advising the Board on the going concern
assessment and viability statement;
• Reviewing the Company’s internal controls (including
financial controls and controls relating to legal and
regulatory compliance) and risk management systems;
• Reviewing and approving the statements made in the
Annual Report and Accounts in respect of the Company’s
internal control policies and risk management procedures;
• Monitoring and reviewing the effectiveness and
independence of the Company’s internal audit function;
• Making recommendations to the Board, for it to put to the
Shareholders for their approval in a general meeting, in
relation to the appointment, reappointment and removal of
the External Auditor and to approve the remuneration and
terms of engagement of the External Auditor;
• Reviewing and monitoring the External Auditor’s
independence and objectivity and the effectiveness of
the audit process, taking into consideration relevant UK
professional and regulatory requirements;
• Developing and implementing policy on the engagement
of the External Auditor to supply non-audit services, taking
into account relevant guidance regarding the provision of
non-audit services by the external audit firm;
• Reporting to the Board, identifying any matters in respect of
which it considers that action or improvement is needed and
making recommendations as to the steps to be taken; and
• Reporting to the Board on how it has discharged its
responsibilities.
104
www.bloomsbury.comBloomsbury Publishing Plc Activities of the Committee during the year
During the year, amongst other matters, the Committee
considered:
• Additional matters arising as a result of the coronavirus
pandemic, including liquidity under different scenarios,
financial flexibility, raising of additional equity funding in April
2020 and extension of banking facilities;
• The annual and interim results and associated
announcements, recommending them to the Board for
approval;
• The Annual Report and Accounts, recommending them to the
Board for approval;
• The analysis supporting the viability statement and the going
concern assessment;
• The reappointment and remuneration of the External Auditor;
• The External Auditor’s audit strategy for the year, agreeing the
risks identified therein;
• The Internal Audit Plan and review of the Internal Audit
projects;
• The effectiveness of the Internal Audit function;
• At each meeting, the Group’s internal controls policies and
associated risk management framework to assess the scope
and effectiveness of these matters. The approach to these
matters is further elaborated on below while the principal risks
facing the Company are described in the Risk Factors and Risk
Management section on pages 48 to 54, which also explains
how each risk is managed and mitigated; and
• Review of revised terms of reference for the Committee.
Significant financial reporting matters
In respect of the Annual Report and Accounts, the Committee
considered:
• The adequacy of provisions made in relation to key balance
sheet estimates, specifically including the sales return
provision and provision against unearned author advances.
Having reviewed the assumptions made by the Executive
team and their consistency year-on-year, the Committee was
satisfied as to the adequacy of the provisions;
• The adequacy of sensitivity disclosures in relation to
Academic & Professional goodwill, particularly in the
context of the coronavirus pandemic (note 11). Academic &
Professional goodwill is the largest balance within goodwill
and the most sensitive to the level of profit generated. After
careful consideration, the Committee was satisfied that the
assumptions used in the evaluation were appropriate and that
no impairment of the goodwill had occurred;
• The impact of the coronavirus pandemic on the going concern
and viability assessments. The Executive team had prepared a
detailed forecast of future cashflows which had been flexed to
reflect the possible future impact of key risks to the business,
including, in particular, the possible effects of the pandemic.
The Committee reviewed carefully these assumptions and was
pleased to note that substantial going concern headroom was
retained in all likely scenarios. The Committee was therefore
able to recommend these assessments to the Board for
adoption in the accounts;
These matters are discussed in more detail in the Independent
Auditor’s Report on pages 132 to 141.
In addition, the Committee assessed that the Group’s annual and
interim financial statements, after review and taken as a whole,
are fair, balanced and understandable, and provide the necessary
information to assess the Group’s position and performance,
business model and strategy. It also considered that they met the
necessary legal and regulatory requirements.
External Auditor
The Audit Committee has primary responsibility for making
a recommendation on the appointment, reappointment
and removal of the External Auditor and approving their
remuneration and terms of engagement.
The role of External Auditor was tendered following the 2013
AGM and the Board appointed KPMG LLP as External Auditor
for the Group and for the Company for audits for the year ended
28 February 2014 and onwards. The detailed tender process
followed is set out in the Annual Report for that year. The Group
will continue to comply with the relevant tendering and auditor
rotation requirements applicable under UK and EU regulations,
which require the next external audit tender to occur for the year
ending 28 February 2024. The External Auditor is required to
rotate the audit partner responsibility for the Group audit every
five years.
Sarah Styant had been KPMG’s audit partner for the Company
since the 2018/2019 audit and attended all meetings of the
Committee during 2020/2021. Since the year end, Anna Barrell
has taken over the role as KPMG’s audit partner for the Company
from Sarah. The Committee is satisfied that there has been a
smooth handover of responsibilities between Sarah and Anna.
During the year, the Committee assessed the effectiveness of the
external audit process and was satisfied with the scope, direction
and outcome of work. In forming its view, the Committee
considered:
• The quality of audit work undertaken and resulting findings;
• The scope of the External Auditor’s work and whether the
External Auditor deployed sufficient resources to complete
their agreed programme; and
• The independence and objectivity of the External Auditor,
confirmed in a letter addressed to the Committee.
The Committee was satisfied that KPMG was an effective
External Auditor and recommended to the Board that the
reappointment of KPMG as External Auditor be put to the
Shareholders at the 2021 AGM. The External Auditor’s terms of
engagement and remuneration were approved. Details of the
amounts paid to KPMG are provided in note 4.
External Auditor non-audit services
The Committee has approved a formal policy on the provision
of non-audit services to safeguard the independence and
objectivity of the External Auditor and reviews the level of
non-audit fees relative to audit fees. The full policy can be
found on the website www.bloomsbury-ir.co.uk. A list has been
approved by the Committee of services that the External Auditor
is prohibited from undertaking. Other than the half year review,
during 2020/2021, KPMG did not supply any non-audit services
to the Group.
105
Stock code: BMYAnnual Report and Accounts 2021Governance Audit Committee Report
Internal controls and risk management
The Code requires the Directors to assess at least annually the
effectiveness of the Group’s systems of internal control, which
include financial, operational and compliance controls, and the
system of risk management.
The Board has put in place an ongoing process for identifying,
evaluating and managing the significant risks faced by the
Group. This procedure has been in place for the year under
review and up to the date of approval of this Annual Report. The
procedure will regularly be reviewed by the Board and the Audit
Committee to ensure that the procedures implemented continue
to be effective and that, where appropriate, recommendations
are made to management to improve the procedures.
The Audit Committee reviews the internal control and risk
management systems and internal financial controls while
the Board considers the principal risks to the business, the
countermeasures in place and the Group’s appetite for risk.
The Board retains overall responsibility for the Group’s internal
controls and for reviewing their effectiveness, and for approving
all related policy. These internal controls are designed to manage
rather than eliminate risk, and can only provide reasonable, and
not absolute, assurance against material loss.
The Group takes a risk-based approach to internal controls to
ensure that internal controls policies and procedures directly
and adequately address the specific risk factors relevant to
the Company. Further explanation is provided below under
the heading Internal Audit. Internal controls are reviewed
regularly throughout the year with relevant business areas
and consideration is given to identifying any actions required
to improve the effectiveness of the key controls. The Audit
Committee receives reports on the internal controls and progress
in respect of any actions identified as necessary to improve the
system of controls three times a year.
The Company’s system of internal financial control aims to
safeguard the Group’s assets, ensures that proper accounting
records are maintained, that the financial information used within
the business and for publication is reliable, that business risks are
identified and managed and that compliance with appropriate
legislation and regulation is maintained.
Internal audit
The internal audit function is responsible for providing
independent assurance to management and the Audit
Committee on the design and effectiveness of internal controls
to mitigate strategic, financial, operational, and compliance risks.
In 2019/20, the Committee determined that it would be
appropriate to co-source the function using both internal
and external resources, while retaining its oversight, and the
Committee approved the engagement of Grant Thornton for
this purpose. Martin Gardner, partner at Grant Thornton, was
appointed as the Head of Internal Audit, reporting to the Chair
of the Audit Committee. Grant Thornton attended all Audit
Committee meetings that took place in 2020/2021.
During the year, key controls covering the Group’s risk areas were
reviewed in consultation with the heads of relevant business
areas and with Grant Thornton. These are reviewed and reported
to the Audit Committee three times a year.
The internal audit mandate and plan for the relevant year is
approved by the Committee, and is aligned to the Company’s
greatest areas of risk. The focus for internal audit in the year
was on key financial controls and cyber security. Grant Thornton
conducted internal audits on these areas and the findings of
the audits were reported to the Committee. The Committee
considered the issues and risk arising from the audits, with the
agreed actions and timetable for implementation.
The Committee assessed the effectiveness of the internal
audit function for the financial year and concluded the quality,
experience and expertise of the function was appropriate for
the Company and the function had been effective in discharging
its duties.
Overall, the Board confirms it has monitored the Group’s risk
management and internal control systems and carried out
a review of their effectiveness covering all material controls,
including financial, operational and compliance controls.
Internal control and risk management framework
The preparation of the consolidated financial statements of the
Company is the responsibility of the Group Finance Director and
is overseen by the Audit Committee with overall responsibility
resting with the Board. This includes responsibility for ensuring
appropriate internal controls are in place over financial reporting
processes and related IT systems. The Audit Committee monitors
the risks and associated controls over financial reporting
processes, including the consolidation process.
The Principal Risks and Risk Management section on pages 48
to 54 sets out how the Board has taken account of the Group’s
current position and principal risks and how it has assessed the
prospects of the Group over a period of three years. The Board
has a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over
the assessment period.
Relevant features of the Company’s system of internal controls
and risk management in relation to the financial reporting
process and preparation of the Group financial statements
include:
• Organisational culture: The Company has a highly skilled,
professional and committed workforce. The Board is
committed to developing a culture of openness, integrity,
competence and responsibility. The Company has in place
a Group Whistleblower Policy and an Anti-Bribery and
Corruption Policy.
• Organisational structure: The One Global Bloomsbury
structure comprises the worldwide publishing divisions
supported by Group functions (finance, IT, production, sales
and marketing) which provide an internal control service to the
business as internal control pillars within the Group’s internal
control framework.
106
continuedwww.bloomsbury.comBloomsbury Publishing Plc • Risk and control review: The framework for oversight of
• Accountability: The Company has clearly defined lines of
responsibility headed by the Chief Executive and Executive
Committee to control the publishing divisions and business
functions. Detailed operational and financial performance
data are monitored by supervisory management to ensure the
performance of operations is in line with targets. The reasons
for variances and underperformance are established by
supervisory line management and followed up with managers
and staff.
• Overseas offices: Each overseas office has a local Chief
Operating Office or Managing Director who is responsible
for operational effectiveness and local internal controls.
Accounting for the Group is centralised and overseas
subsidiaries hold limited cash balances. Subject to the
travel restrictions imposed by coronavirus in 2020/21, senior
managers and Executive Directors regularly visit the overseas
offices, and the finance function conducts operational review
visits to review the procedures.
•
Internal audit: For 2020/2021, a risk-based audit approach
was used to identify and assess the key internal controls
across the Group worldwide. The Audit Committee considers
reports from External and Internal Audit to ensure that
adequate measures are being taken by management to
address risk and control issues.
Significant failings or weaknesses in the internal controls
Following its review, the Committee concluded that the systems
of risk management and internal controls are adequate for
Bloomsbury, including all the Group companies. There were no
significant internal control weaknesses identified that challenged
the Group in achieving its objectives.
Committee effectiveness
The Committee’s annual evaluation review, which was conducted
as part of the 2020/2021 Board evaluation, confirmed that the
Committee was continuing to function effectively.
John Warren
Chair of the Audit Committee
2 June 2021
the Group’s internal controls and risk management process
by the Board and the Audit Committee is described above.
In addition, the Executive Committee (which comprises the
divisional and Group function heads and Executive Directors)
are asked to review the Group risk register and accompanying
controls and actions for each risk. This ensures that risks and
control issues from around the Group worldwide are reported
openly to the senior management team and addressed. The
Board regularly reviews the significant Group risks to ensure
appropriate action is taken to address the risks. The Audit
Committee reviews the risks, in particular the financial risks
and issues that could impact on reporting, when considering
the financial statements.
• Financial internal control and risk review: The Group
Finance Director formally reviews the internal financial
controls, taking account of the risks within the financial
information systems, and reports the findings of this review
to the Audit Committee. Analytical review of operating
results and reviews of key risks and controls for each division
supplement management’s knowledge of the business for
the evaluation of the risks and assessment of the internal
financial controls. The Audit Committee also receives reports
on the internal controls and risks provided by the Internal
Auditor. The Audit Committee receives other reports from
management relevant to the internal financial controls, such as
reports on the progress of key projects.
• Authority levels: The Board maintains a detailed register of
delegated authorities and sets the level of authority required,
before Board approval is needed, to commit the Company
or to undertake transactions. It also approves budgets and
other performance targets. The publishing divisions and
Group functions operate within these authority levels and
budgets. The Executive Directors determine the authority to
be delegated to individual managers.
• Financial management reporting: The Board approves the
annual Group budget. Sales are reported daily, weekly and
monthly. Financial results of the business operations are
reported monthly and compared to budget and forecasts.
Detailed forecasts for the Company are updated regularly and
reviewed by the Board.
• Book title acquisition procedures: Established procedures,
such as the review and approval by an Executive Director of
acquisition proposals of rights to new books, and approval by
the Chief Executive of acquisitions over a specific threshold,
are operated within set authority limits and used for
transactions in the ordinary course of business. Acquisitions
exceeding delegated authority limits require approval by the
Board. Significant acquisitions of companies and businesses
are approved by the Board. The Board has set authorised
limits for the total author advances held on the Statement of
Financial Position as a percentage of net assets and for the
total value of committed but unpaid advances.
107
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report (the “Report”) for the year
ended 28 February 2021.
The Report has been prepared on behalf of the Bloomsbury Board by the Remuneration
Committee and has been approved by the Board.
Measures taken in response to coronavirus
In March 2020, the coronavirus crisis created significant uncertainty and it was essential
that the Company continued to operate effectively and avoided damage to the
underlying business. Management responded by taking proactive measures at the
outset to conserve cash and reduce costs, including a reduction in base salary across the
Group from 1 April 2020 for a period of three months. At Board and senior management
level, this resulted in a voluntary reduction of 30% of base salary or fees. Below this
level, the Company requested staff to volunteer to reduce their base salaries in order to
protect Bloomsbury and to protect jobs as the Company tried to avoid redundancies.
Salary reductions were implemented across the majority of staff with an annual salary
of £30,000 or above, scaled into bands and weighted to more senior staff. At all levels,
pay reductions were effected on a voluntary basis. Furthermore, the Company received
a one-off US Government grant under the Paycheck Protection Program (£1.3 million).
The Company also furloughed 16 members of staff under the UK Government’s furlough
scheme.
The Company reviewed the position in June 2020 and decided that a further extension
of this arrangement was not required and salaries reverted to their original positions in
July 2020. In October 2020, in light of the Company’s excellent trading in the first six
months of 2020/2021 during which revenue grew by 10% to £78.3 million and profit
before taxation and highlighted items grew by 60% to £4.0 million, Management
considered it appropriate to repay staff the salary that was reduced between 1 April
2020 and 30 June 2020. Consistent with wider employees, the Executive Directors’
salaries and the Non-Executive Directors’ fees were also reinstated. Furthermore, the
Company chose to reimburse the UK Government all the furlough funding (£63,000)
once it became clear that the Company’s annual profit would be well ahead of market
expectations.
In order to further mitigate the impact of the coronavirus crisis, the Company undertook
an equity placing in April 2020 to raise approximately £8.4 million of additional
headroom. In line with the commitments made to Shareholders at the time, these funds
would be used to invest in future growth opportunities, in the event that a downside
scenario did not materialise.
The Company had intended to declare a final dividend for the year ended 29 February
2020 of 6.89 pence per share. As part of its priority to conserve cash, the Company
settled the final dividend for 2019/2020 through a bonus issue to Shareholders. Taking
into account the strong financial position following the Company’s trading in the first half
of the year and the importance of Bloomsbury’s dividend policy, the Company resumed
an interim cash dividend of 1.28 pence per share during the year.
The Committee is grateful to the Executive Directors and senior management for
navigating the Company through the considerable challenges and uncertainty,
particularly at the beginning of the pandemic, and to staff for their determination,
resilience and adaptability during a tough year. The Committee is also thankful to the
Company’s Shareholders for their continued support.
Steven Hall
Chair of the Remuneration
Committee
108
www.bloomsbury.comBloomsbury Publishing Plc Performance and reward for 2020/2021
In what was predicted to be a particularly challenging year, the
Group delivered an exceptional set of results for the year to 28
February 2021. Group profits before taxation and highlighted
items grew by 22% to £19.2 million. Profits before taxation grew
by 31% to £17.3 million.
The Company intends to declare a final dividend for the year of
7.58 pence per share, subject to approval by Shareholders. This
would result in a total dividend for the year of 8.86 pence per
share. In addition, the Company proposes a special dividend of
9.78 pence per share.
Annual bonus
Prior to the commencement of the financial year, the Committee
had commenced discussions about the appropriate target for
profits for the bonus based on the pre-coronavirus budget.
In light of the uncertainties of the pandemic, the Committee
determined that it would be appropriate to adjust the manner
in which the bonus would be operated for 2020/2021. Given
the focus on financial stability, it was agreed that the bonus
would be conditional on delivery of overall profit before tax and
highlighted items (“Adjusted profit”) of £14.0 million, taking
into account the revised budget and city forecasts, to remove
the strategic element altogether, and limit the overall bonus
opportunity available to Executive Directors to 30% of salary to
reflect the more modest nature of the profit hurdle. Furthermore,
it was agreed that the bonus would only be payable if the
Company was able to repay the salary of staff who took a
voluntary pay cut between 1 April and 30 June 2020 and that all
employees Group-wide would be eligible for a bonus payment if
the Company achieved its Adjusted profit target.
As noted above, the Company was able to repay the discounted
element of employees’ salary in full. Although Bloomsbury
delivered excellent performance for 2020/2021, achieving
Adjusted profit of £19.2 million, the Committee elected to retain
the cap on bonuses for Executive Directors at 30% of salary in
line with the approach agreed at the start of the year.
Long Term Incentive Plan (“LTIP”) vesting
The LTIP awards granted on 30 July 2018 (“2018 PSP Award”)
are due to vest in July 2021 and were subject to EPS and
ROCE performance conditions. Up to half of the award could
vest under each of these two performance conditions, with the
ROCE element subject to an additional underpin whereby the
Committee would consider the underlying performance of the
business and apply discretion should it consider it appropriate
to do so.
Bloomsbury delivered annual EPS growth of 9.2% in excess of
RPI over the three-year performance period, and ROCE of 15.2%,
exceeding the stretch hurdles originally set. Accordingly, the
2018 PSP Award will vest on 30 July 2021 at 100% of maximum.
The Committee considers that this result appropriately reflects
the progress Bloomsbury has made over the last three years.
All vested shares for Executive Directors will be subject to an
additional two-year holding period, which will ensure that awards
to Executive Directors will remain aligned with our Shareholders
for an extended period. The outcome of the 2018 PSP Award is
also shown in tabular form in Part B of the Remuneration Report
on pages 119 to 120.
Executive Director changes
As announced in the 2019/2020 Remuneration Report, Jonathan
Glasspool stepped down from the Board on 21 July 2020, being
the date of the 2020 Annual General Meeting (“2020 AGM”),
and retired from Bloomsbury on 31 July 2020. Details of his
remuneration are disclosed in the single figure table on page
118 and are also covered under the Payments for Loss of Office
section on page 120.
As noted on appointment and disclosed in prior years, Penny-
Scott Bayfield was recruited to the role of Group Finance Director
on a salary below that of her predecessor, and below the market
level. This deliberately prudent approach was adopted on the
basis that once her expertise and performance were proven and
she was fully operating in the role of Group Finance Director,
her salary would be increased. In July 2020 the Committee
reviewed both her progress and performance in the two years
following her appointment to the Board. The Committee noted
that she had successfully transitioned to her Board role, and
was now operating as a highly successful and marketable FTSE
Finance Director. The Company has continued to make strong
progress on its long-term growth strategy, as demonstrated
by the Company’s financial performance during her tenure. In
addition, She has been instrumental in building the Company’s
financial and operational resilience, including strengthening the
Company’s financing during 2020/2021 with the equity placing
and RCF extension, cost reduction and cash conservation
measures.
Penny had fully taken on the role as Group Finance Director
and performed it with excellence, and therefore the Committee
agreed to increase her base salary to £290,000, effective from
1 August 2020. While recognising this increase is significant,
this salary broadly brings her base salary in line with that of her
predecessor, as adjusted for all employee salary increases in 2019
and 2020. The Committee does not expect to make exceptional
salary increases on a regular basis, and the expectation would
be for increases in future years would be capped at the levels
agreed for the wider workforce.
Review of the Remuneration Policy and remuneration
arrangements for 2021/2022
The Remuneration Policy received very strong approval (95.5%)
from Shareholders at the 2020 AGM. Notwithstanding this
support, the Committee and Executive Directors were mindful
of the rapid changes in market practice during the 2020 AGM
season relating to executive pension benefits. Although the
Shareholder-approved Remuneration Policy enabled a maximum
pension of up to 15% of salary, the Executive Directors voluntarily
agreed to reduce their longstanding contractual pension benefits
to 12% of salary, with effect from 1 September 2020, to be closer
to the all-employee rate. Given the longstanding nature of these
contractual benefits, the Committee is of the view that this
reduction is a pragmatic concession by the Executive Directors.
Under the Remuneration Policy, any new Executive Directors will
have pension benefits aligned with the rate applicable to the
wider workforce (currently up to 7% of salary).
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No major changes in approach are proposed for the coming
year. For the year ending 28 February 2022, the Committee has
decided to implement the Remuneration Policy as follows:
• Salary increases for Executive Directors and fee increases
for Non-Executive Directors will be at the rate offered to the
wider workforce.
• The structure of the annual bonus for 2021/2022 will differ
from previous years in that 25% of the maximum bonus
potential will be paid on achievement of the profit before tax
target hurdle. Any outperformance of this target will be used
to fund the remaining 75% of the bonus pool. As in previous
years, 70% of the maximum bonus will be based on profit
before taxation and highlighted items and 30% on strategic
objectives. The maximum bonus potential will be at 100% of
salary. The Committee will have the discretion to reduce any
payment under the bonus if they feel payment is not merited
based on the overall performance of the Group or if the bonus
is not considered affordable by the Board.
• The performance measures attached to the 2020 PSP Award
will be replicated for 2021 PSP Award, based on EPS (60%),
Non-Consumer operating profit (15%), Consumer operating
profit (15%) and BDR revenue (10%). The Committee is keen
to ensure that performance measures for PSP awards are
simple, reward the successful execution of the Company’s
strategy, support long-term sustainable performance and align
with the Shareholders’ interests. Further detail on the targets
are set out on page 123.
We hope that you will find this 2020/2021 Remuneration Report
clear and helpful, and of course we welcome Shareholder
feedback.
Steven Hall
Chair of the Remuneration Committee
2 June 2021
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continuedwww.bloomsbury.comBloomsbury Publishing Plc Part A – Remuneration Policy Report
Introduction
The Directors’ Remuneration Policy is set out in this section. In determining the Remuneration Policy, the Committee applied the key
principles that remuneration should:
• Attract and retain suitably high calibre Executive Directors and ensure that they are motivated to achieve the highest levels of
performance, including delivering strategic initiatives and objectives and driving sustainable long-term value for Shareholders;
• Align the interests of the Executive Directors with those of the Shareholders and wider stakeholders; and
• Not pay more than is necessary.
This Policy was approved by Shareholders at the Annual General Meeting on 21 July 2020, with strong support from 95.52% of
Shareholders, and came into effect from this date.
To aid interpretation, updates to the text have been made to reflect the implementation of the Remuneration Policy. The full Policy
approved by Shareholders is set out in the 2020 Annual Report and Accounts on pages 90 to 96.
The 2018 UK Corporate Governance Code (the “Code”) sets out principles against which the Committee should determine the Policy
for Executive Directors. A summary of these principles and how the current Policy reflects these is set out below:
Principle
How the Committee has addressed these
Clarity – remuneration arrangements
should be transparent and promote
effective engagement with Shareholders
and the workforce.
The Committee is satisfied that the remuneration arrangements in the Policy comprising
simple incentive structures are transparent, and the rationale behind decisions relating
in particular to targets, metrics and outcomes is discussed in detail in this Remuneration
report. Furthermore, performance is aligned with the Company’s strategy and the
interests of all stakeholders.
Simplicity – remuneration structures
should avoid complexity and their
rationale and operation should be easy to
understand.
The Company’s remuneration arrangements are commonplace in the market. A priority
in revising the Policy in 2019/2020 was ensuring share incentive and bonus schemes
were designed with simplicity and that the metrics and targets were understood by the
Executive Directors and senior management.
Risk – remuneration arrangements should
ensure reputational and other risks from
excessive rewards, and behavioural risks
that can arise from target-based incentive
plans, are identified and mitigated.
Predictability – the range of possible
values of rewards to individual Directors
and any other limits or discretions should
be identified and explained at the time of
approving the policy.
Proportionality – the link between
individual awards, the delivery of strategy
and the long-term performance of the
Company should be clear. Outcomes
should not reward poor performance.
Alignment to culture – incentive schemes
should drive behaviours consistent with
Company purpose, values and strategy.
The Committee may adjust the formulaic outcome where it believes the outcome
does not reflect the Committee’s assessment of the underlying financial or non-
financial performance of the Company/individual or is not appropriate in the context of
circumstances that were unexpected or unforeseen at the start of the bonus year.
Furthermore, all variable pay awards are subject to malus and clawback provisions.
There are defined threshold and maximum pay scenarios for fixed elements of
remuneration (base salary, pension and benefits) and performance-based variable
elements (cash bonus and LTIP) pertaining to each Executive Director. These reward
scenarios are set out on page 115.
There is a clear and direct link between Group performance and individual rewards
under the annual bonus and LTIP. Targets will be appropriately stretching and no variable
remuneration would be payable if the performance thresholds are not achieved. We
believe total remuneration should fairly reflect performance of the Executive Directors
and the Group as a whole, taking into account underlying performance and Shareholder
experience.
The Committee formulated a Policy that aligned with the Company’s purpose, values
and strategy. The annual bonus is made up of a combination of financial and strategic
objectives, thereby incentivising the annual delivery of financial and strategic goals. The
LTIP metrics are aligned to the main strategic objectives of delivering sustainable profit
growth and Shareholder return.
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Consideration of Shareholder views
As part of the Policy review, the Remuneration Committee engaged directly with major Shareholders and their representative bodies.
All feedback received during this process was carefully considered by the Committee and resulted in changes to our proposals
prior to the finalisation of the new Policy. In general, the Committee considers any Shareholder feedback received in relation to the
remuneration resolutions tabled at the AGM each year. This feedback, plus any additional feedback received during any Shareholder
meetings from time to time, is considered as part of the Group’s annual review of the Remuneration Policy and its implementation. In
addition, the Remuneration Committee will seek to engage directly with major Shareholders and their representative bodies should
any material changes be proposed to the Remuneration Policy at any time. During the year, the Committee has amended pension
arrangements as discussed on page 119 in light of market developments.
Remuneration Policy for Executive Directors – Policy Table
The following table summarises each element of the remuneration policy for the Executive Directors, explaining how each element
operates and links to the corporate strategy.
Performance targets
• N/A
• N/A
Maximum
opportunity
• No maximum base
salary or maximum
salary increase
operated
• Annual increases
are typically linked
to those of the
wider workforce,
but with scope for
higher increases
in circumstances
including (but not
limited to):
− Change in role
− Where salaries
are below
market levels
− Enhanced
performance
and experience
of the individual
• For new Executive
Directors, the
maximum
contribution rate
will be in line with
the employer
contribution rate
available to the
majority of the
workforce
• For incumbent
directors, up to
15% of salary
Element
Salary
Purpose and link
to strategy
• Reflects the
value of the
individual and
their role
• Reflects skills
and experience
over time
• Provides an
appropriate level
of basic fixed
income avoiding
excessive
risk-taking
arising from
over-reliance on
variable income
Operation
• Normally reviewed
annually and effective 1
March, although salaries
may be reviewed more
frequently or at different
times of the year if the
Committee determines
that this is appropriate
• Takes into account
the role, personal
experience and
performance, business
performance, wider
workforce policies, and
comparisons against
companies with similar
characteristics and
sector comparators
• Defined contribution/
salary supplement or
cash payment in lieu of
pension contribution
Pension
• Provides role-
appropriate
retirement
benefits
• Opportunity
for Executive
Directors to
contribute
to their own
retirement plan
Other
benefits
• To aid retention
and recruitment
112
• Benefits include but
are not limited to:
company car or car
allowance, and the
provision of private
medical/permanent
health insurance and life
assurance
• There is no
• N/A
maximum but
benefits will be
appropriate in the
context of the role
continuedwww.bloomsbury.comBloomsbury Publishing Plc Purpose and link
to strategy
Operation
Maximum
opportunity
Performance targets
Element
Annual
bonus
•
Incentivises
annual delivery
of financial and
strategic goals
• Maximum bonus
only payable
for achieving
demanding
targets
Long-term
incentives:
Performance
Share Plan
(PSP)
• Aligned to
main strategic
objectives
of delivering
sustainable
profit growth
and Shareholder
return
• Normally paid in cash,
• 100% of salary
• Group financial objectives
but may be delivered in
shares at the discretion
of the Committee
• Not pensionable
• Performance assessed
over a one-year period
• Measures and targets
are set each year,
normally based on the
Group’s business plan
as at the start of the
financial year
• Annual bonus outcomes
are typically determined
by the Committee
following the year end
based on performance
against pre-determined
objectives
• Where awards
are deferred into
shares, dividends (or
equivalents) may be
payable on any shares
that vest
• Annual grant of nil cost
options or conditional
awards (or economic
equivalent) which
normally vest subject to
continued service and
performance targets
assessed over three
years
• Any vested shares must
normally be held by the
Executive for a further
two years
• Dividend (or
equivalents) may be
payable to the extent
that shares under award
vest
(majority)
• Strategic objectives, including
personal objectives (minority)
• Performance measures may be
varied year-on-year based on the
Company’s strategic priorities
• The level of payout for threshold
performance will vary depending
on the nature of the measure and
the stretch of the targets. For
performance between threshold
and maximum hurdles, award
levels are appropriately scaled
• The Committee may adjust
the formulaic outcome where
it believes the outcome does
not reflect the Committee’s
assessment of the underlying
financial or non-financial
performance of the Company/
individual or is not appropriate in
the context of circumstances that
were unexpected or unforeseen at
the start of the bonus year
• Malus and clawback provisions
apply. Further details set out below
• Normal grant
policy is 100%
of basic salary in
respect of any
financial year
• Vesting of PSP awards will
be based on performance
against relevant financial and
strategic non-financial metrics as
determined by the Committee
• Under the
• Up to 25% of awards will vest at
Shareholder
approved plan
rules, enhanced
award levels may
be granted up to
150% of salary
(e.g. upon an
Executive Director’s
appointment)
threshold performance, increasing
to full vesting at maximum
performance levels
• For awards granted in 2021,
vesting will be based on EPS
(60%), Non-Consumer operating
profit (15%), Consumer operating
profit (15%) and BDR revenue
(10%)
• The Committee may adjust
the formulaic outcome where
it believes the outcome does
not reflect the Committee’s
assessment of the underlying
financial or non-financial
performance of the Company/
individual or is not appropriate in
the context of circumstances that
were unexpected or unforeseen at
the time of grant
• Malus and clawback provisions
apply. Further details set out below
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Element
All-
employee
share plans
Purpose and link
to strategy
Operation
Maximum
opportunity
Performance targets
• To encourage
• Eligible to participate
• Prevailing HMRC
• N/A
limits apply
share ownership
by employees
and therefore
alignment with
Shareholders
in any HMRC-approved
all-employee plan on
the same basis as other
employees
• The Company currently
operates an HMRC
tax-advantaged savings
plan to fund the exercise
of share options over
three or five-year
savings arrangements
(Sharesave)
• The exercise price may
be discounted by up to
20%
• Provides tax advantages
to UK employees
Notes to the Policy table:
1 A description of how the Company intends to implement this Policy in 2021/2022 is set out in the Annual Report on Remuneration. As noted on page 108, a
temporary reduction was made to salaries and fees for Board Directors for a period of three months between 1 April 2020 and 30 June 2020. The Company
reviewed the position in June 2020 and decided that a further extension of the arrangement was not required and salaries reverted to their original positions in
July 2020. In October 2020, In light of the Company’s excellent trading in the first six months in 2020/2021, management considered it appropriate to repay staff
the salary that was reduced between 1 April 2020 and 30 June 2020. Consistent with wider employees, the Executive Directors’ salaries and the Non-Executive
Directors’ fees were also reinstated.
2 The choice of the performance metrics applicable to the annual bonus or long-term incentive scheme will reflect the Company strategy at the time of grant.
Targets are set by the Committee taking into account internal and external reference points, including the Company’s business plan, to ensure that they are
appropriately stretching.
Annual bonus – The annual bonus metrics are designed
to provide an appropriate balance between incentivising
Executive Directors to meet financial targets for the year and to
deliver on specific strategic objectives to ensure the business
is well positioned to deliver sustainable financial growth and
Shareholder value in the future. The annual bonus performance
targets are therefore based on a combination of financial,
operational and strategic objectives, which provide clear
alignment to the Company’s KPIs and strategic priorities.
PSP – The Committee continues to consider EPS an appropriate
measure that encourages management to grow earnings
for Shareholders over the longer term. Consumer and Non-
Consumer profit targets as well as BDR revenue targets are
proposed to be included for the 2021 PSP Award to align
with the Company’s strategy of growing our product portfolio
and our digital presence in a sustainable and balanced way.
The Committee will keep the measures and weightings under
review to ensure that they support the long-term success of
the Company.
Malus and clawback provisions
The annual bonus and PSP incorporate malus and clawback
provisions. These enable the Company to reduce the size
of unvested awards and to claw back awards for up to three
years following the date when the performance outcome is
determined, and in respect of the PSP, three years from the date
of vesting. The circumstances under which malus and clawback
may be applied include:
• Material misstatement in the Company’s financial results;
• Assessment of performance conditions based on an error, or
on inaccurate or misleading information;
• Serious misconduct on the part of the participant;
• Serious reputational damage; or
• Material corporate failure.
The above circumstances apply for all annual bonus and PSP
awards made from 2020 onwards. Previous incentive awards
are subject to malus and clawback provisions in the first three
circumstances only. The Committee is satisfied that the above
provisions provide robust safeguards against inappropriate
payment of incentive awards.
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continuedwww.bloomsbury.comBloomsbury Publishing Plc Further details
The Committee reserves the right to make remuneration
payments and payments for loss of office (which includes
exercising related discretions) that are not in line with this Policy
if the terms of the payment were agreed:
1. Before the Policy came into effect, if the payment is made
in line with the policy in force at the time or is otherwise
approved by Shareholders;
2. At a time when the recipient was not subject to the Policy,
provided the Committee does not consider the payment to
have been made in consideration of the recipient becoming
subject to the Policy.
For these purposes, “payment” means any payment that would
otherwise be subject to the Policy and, in relation to a share
award, will not be considered to have been “agreed” any later
than the date of grant.
The Committee may make minor amendments to the Policy (e.g.
for regulatory, exchange control, tax or administrative purposes
or to take account of a change in legislation) without obtaining
Shareholder approval for that amendment.
Awards granted under the Company’s share plans will be
operated in accordance with the relevant plan rules and
applicable regulations. Under the plan rules, the Committee
retains a number of discretions concerning the operation of the
Company’s share plans. This includes:
• Determining the participants (including for Executive Directors
and below the Board), timing of grants, size of awards and
performance conditions;
• Determining the vesting of awards, including both the timing
and level of vesting;
• Where possible under the plan rules, determining that
awards may be settled in cash rather than shares, where
the Committee considers this appropriate (e.g. due to local
securities law); and
Reward scenarios
The remuneration package comprises both fixed elements
(base salary, pension and benefits) and performance-based
variable elements (cash bonus and PSP). The structure of the
remuneration packages for on-target and stretch performance
for each of the Executive Directors for 2021/2022, in line with the
Remuneration Policy, is illustrated in the bar charts below.
Nigel Newton - Chief Executive (£’000)
Maximum
performance
(with 50% share
price increase
Maximum
32%
37%
27%
32%
41%
£1,743k
31%
£1,506k
Target
54%
23% 23%
£1,032k
Minimum
100%
£558k
0
500
1,000
1,500
2,000
Penny Scott-Bayfield - Group Finance Director (£’000)
Maximum
performance
(with 50% share
price increase
Maximum
31%
36%
28%
32%
41%
£1,075k
32%
£927k
Target
53%
24% 23%
£631k
Minimum
100%
£335k
0
200
400
600
800
1,000
Fixed elements
Bonus
PSP
Notes:
1 The minimum performance scenario comprises the fixed elements of
remuneration only, based on salary, pension and car allowance as per policy
for 2021/2022.
• Making adjustments in accordance with the relevant
provisions of the relevant plan rules, including adjustments to
awards to reflect one-off corporate events, such as a change
in the Group’s capital structure.
2 The target level of bonus is assumed to be 50% of the maximum bonus
opportunity (100% of salary), and the target level of PSP vesting is assumed
to be 50% of the face value, assuming a normal grant level (100% of salary).
These values are included in addition to the components/values of minimum
remuneration.
3 Maximum assumes full bonus payout (100% of salary) and the full face
value of the PSP (100% of salary), in addition to fixed components of
remuneration.
4
In addition, a further performance scenario, comprising fixed pay and the
maximum value of incentive arrangements with 50% share price growth
applied to the PSP, has been included.
5 Basic salaries and pension used are effective as at 1 March 2021. Car
allowance used is as disclosed in the single figure table on page 118 for the
year ending 28 February 2021.
6 For simplicity, no share price growth (other than in the scenario stated
above) has been factored into the calculations. The value of any Sharesave
awards and notional dividends accruing on vested PSP shares has been
excluded.
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Executive Director share ownership guidelines
Under the guidelines, the Executive Directors are expected to
build and maintain a shareholding equivalent to 200% of basic
salary (increased from 100% of salary) with no upper limit on
the number of shares they may hold. Executive Directors are
expected to retain all shares arising from vested PSP awards (net
of tax) or purchase shares until the shareholding guideline is met.
Executive Directors will be subject to a post-employment
shareholding guideline. Further detail on the operation of
shareholding guidelines are set out in the Annual Remuneration
Report.
Approach to recruitment and promotions
The remuneration package for any new Executive Director would
be set in accordance with the terms of the Company’s approved
Remuneration Policy at the time of appointment and take into
account the skills and experience of the individual, the market
rate for a candidate of that experience and the importance of
securing the relevant individual.
All remuneration components, as set out in the Policy Table
above, would typically apply to a new Executive Director
appointment. Salary would be provided at such a level as
required to attract the most appropriate candidate and may
be set initially at a below market level on the basis that it may
progress once expertise and performance has been proven and
sustained. Pensions and related benefits would normally be set
in line with the wider workforce. New appointments would be
eligible to participate in the incentive plans up to the maximum
limits set out in the Policy Table. In addition, the Committee may
offer additional cash and/or share-based elements to replace
remuneration forfeited on joining the Company. It would seek to
ensure, where possible, that these awards would be consistent
with awards forfeited in terms of vesting periods, expected value
and performance conditions.
For an internal Executive Director appointment, any variable pay
element awarded in respect of the prior role may be allowed to
pay out according to its terms. In addition, any other ongoing
remuneration obligations existing prior to appointment may continue.
For external and internal appointments, the Committee may
agree that the Company will meet certain relocation and/or
incidental expenses as appropriate.
Remuneration Policy for Non-Executive Directors
The Policy on Non-Executive Director fees is set out below.
If appropriate, the Committee may agree, on the recruitment of
a new Executive Director, a notice period in excess of 12 months
but to reduce this to 12 months over a specified period.
The remuneration package for a newly appointed independent
Non-Executive Director would be set in accordance with the
approved remuneration policy in force at that time. Newly
appointed independent Non-Executive Directors would not
receive pension benefits or variable remuneration.
Service contracts for Executive Directors and payments
for loss of office
Service contracts of the Executive Directors are not of a fixed
term and are terminable by either the Company or the Director
under a notice period of up to 12 months by either party.
At the Board’s discretion, early termination of an Executive
Director’s service contract may be undertaken by way of payment
of salary and benefits in lieu of the required notice period (or
shorter period where permitted by the contract of service or
where agreed with the Executive Director) and the Committee
would take such steps as necessary to mitigate the loss to the
Company and to ensure that the Executive Director observed
their duty to mitigate loss.
Annual bonus may be payable, at the discretion of the
Committee, with respect to the period of the financial year
served, although it will normally be prorated for time and paid at
the normal payout date. Any share-based entitlements granted
to an Executive Director under the Company’s share plans will
be determined based on the relevant plan rules. However, in
certain prescribed circumstances, such as death, ill health, injury,
disability, redundancy, retirement, sale of employing business
or other circumstances at the discretion of the Committee,
“good leaver” status may be applied. For good leavers,
awards will normally vest at the normal vesting date, subject
to the satisfaction of the relevant performance conditions at
that time and reduced pro rata to reflect the proportion of the
performance period actually served. However, the Committee
has the discretion to determine that awards vest at cessation of
employment and/or not to prorate awards.
The service contracts for Executive Directors are available for
inspection at the Company’s registered office.
Element
Non-
Executive
Director
fees
Purpose and link
to strategy
Operation
• Reflects
• The Chairman and Non-Executive Directors receive
responsibilities
and time
commitments
of each role
• Reflects
fees paid by
similarly sized
companies
an annual fee for carrying out their duties
• Additional fees may be payable for chairing Board
Committees and/or to reflect additional time
commitments and responsibilities, if appropriate
• Fees are normally paid monthly in cash
• Where appropriate, certain benefits (including travel,
expenses and associated taxes) may be provided
• Fee levels are reviewed on a periodic basis,
with reference to the time commitment and
responsibilities of the role and market levels in
companies of comparable size and complexity
Maximum opportunity
• No maximum fee
or maximum fee
increase operated
• Annual increases are
typically linked to
those of the wider
workforce, time
commitment and
responsibility levels
• Details of current fee
levels are set out in
the Annual Report on
Remuneration
Performance
targets
• N/A
116
continuedwww.bloomsbury.comBloomsbury Publishing Plc The annual fees of Non-Executive Directors, excluding the
Chairman, are determined by the Chairman and the Executive
Directors. The annual fee of the Chairman is determined by
the Committee (excluding the Chairman) and the Executive
Directors.
The Non-Executive Directors and Chairman do not participate in
the Company’s incentive schemes.
Each of the Non-Executive Directors has similar general terms for
their agreement, which can be found on Bloomsbury’s website
at www.bloomsbury-ir.co.uk. The agreements provide for three
months’ notice by the Director or by the Company with the
option for the Company to terminate an appointment at any time
on payment of three months’ fees in lieu of notice. All Directors’
appointments are subject to annual reappointment at each AGM.
Termination of the agreements is without compensation.
Consideration of employment conditions elsewhere in
the Group
The Committee is updated during the year on workforce
remuneration policies, including variable pay schemes and
benefits for employees across the Company as a whole, and
takes these into account when setting the Policy for Executive
Directors. The Company publishes a paper on its intranet
explaining the remuneration policies at different levels of the
Company, but the Committee does not currently formally consult
with employees on the Executive Remuneration Policy and how it
aligns with the wider Company policy. However, this will be part
of the Committee’s forthcoming agenda.
Remuneration arrangements below Board tend to be skewed
more towards fixed pay with less of a focus on share-based
long-term incentive pay. These differences have arisen from the
development of remuneration arrangements that are market
competitive for the various categories of individuals. For
example, participation in the PSP is limited to our most senior
employees.
Under its terms of reference, the Committee is responsible for
annual approval of the Group bonus pool as well as the level of
bonus outturns for all those who participate in the Group bonus
scheme, including Executive Directors and managers below
Board. The Committee also considers the general basic salary
increase for the broader employee population when determining
the annual salary increases for the Executive Directors. The
Company’s CEO pay ratio as well as the relative increase in the
Chief Executive’s pay for the year under review as compared with
that of the general workforce is set out in the Annual Report on
Remuneration. The Committee also considers environmental,
social and governance issues and risk when reviewing executive
pay quantum and structure.
117
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
PART B–1 (AUDITED INFORMATION) Single total figure table of remuneration for 2020/2021
Directors’ remuneration for 2020/2021
Details of the remuneration of each of the Directors are as follows:
Year ended
28/29
February
Basic salary
or fees
£’000
Benefits
£’000
Annual
bonus4
£’000
Long-term
incentives5, 6
£’000
Pension
benefits
£’000
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
Total
£’000
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Jonathan Glasspool1
Non-Executive Directors
Sir Richard Lambert
John Warren
Steven Hall
Leslie-Ann Reed2
Baroness Lola Young
of Hornsey3
Total
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
464
455
269
236
97
242
113
111
43
42
43
41
40
25
7
–
1,076
1,152
27
25
3
7
7
17
–
–
–
–
–
–
–
–
–
–
37
49
139
–
81
–
31
–
–
–
–
–
–
–
–
–
–
–
251
–
643
554
205
–
228
294
–
–
–
–
–
–
–
–
–
–
1,076
848
63
68
36
35
15
36
–
–
–
–
–
–
–
–
–
–
114
139
1,336
1,102
594
278
378
589
113
111
43
42
43
41
40
25
7
–
2,554
2,188
554
548
308
278
119
295
113
111
43
42
43
41
40
25
7
–
1,227
1,340
782
554
286
–
259
294
–
–
–
–
–
–
–
–
–
1,327
848
1 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. His 2021
remuneration is up until 21 July 2020. Further details of his remuneration are covered under the Payments for Loss of Office section on page 120.
2 Leslie-Ann Reed was appointed as a Director of the Company on 17 July 2019. Her 2020 fees were pro-rated from the date of her appointment.
3 Baroness Young was appointed as a Director of the Company on 1 January 2021. Her 2021 fees are from the date of her appointment.
4 Figures shown for bonus payments relate to performance during the relevant financial year.
5 Figures shown for 2021 relate to PSP Awards granted in 2018 (at a share price of £2.20), which will vest following completion of the three-year performance on
30 July 2021. Vested shares will be subject to an additional two-year holding period. These awards have been valued using a three-month average share price
to 28 February 2021 of £2.8376 and are inclusive of dividend equivalents. Of these values, £128,700, £45,645 and £41,081 relate to share price growth over the
performance period for Nigel Newton, Jonathan Glasspool and Penny Scott-Bayfield, respectively.
6 Figures shown for 2020 relate to the PSP Awards granted in 2017 (at a share price of £1.80), inclusive of dividend equivalents, which vested following completion
of the three-year performance on 27 July 2020. The value of the award has been restated to reflect the share price on the date of vesting of £2.1750. Of these
values, £86,648 and £46,012 relate to share price growth over the performance period for Nigel Newton and Jonathan Glasspool respectively.
More details on the content of the headings in the above table, including a description of the other benefits received by the Directors,
their pension contributions and the targets for the 2020/2021 bonus, are set out under the relevant headings below.
As noted in the Chair’s Annual Statement on page 108, in March 2020, the coronavirus crisis created significant uncertainty and it
was essential that the Company continued to operate effectively and avoided damage to the underlying business. Management
responded by taking proactive measures at the outset to conserve cash and reduce costs, including a reduction in base salary
across the Group from 1 April 2020 for a period of three months. At Board and senior management level, this resulted in a voluntary
reduction of 30% of base salary or fees. Below this level, the Company requested staff to volunteer to reduce their base salaries in
order to protect Bloomsbury and to protect jobs as the Company tried to avoid redundancies. Salary reductions were implemented
across the majority of staff with an annual salary of £30,000 or above, scaled into bands and weighted to more senior staff. At all
levels, pay reductions were effected on a voluntary basis. The Company reviewed the position in June 2020 and decided that a further
extension of this arrangement was not required and salaries reverted to their original levels in July 2020. In October 2020, in light of
the Company’s excellent trading in the first six months of 2020/2021, Management considered it appropriate to repay staff the salary
that was reduced between 1 April 2020 and 30 June 2020. Consistent with wider employees, the Executive Directors’ salaries and the
Non-Executive Directors’ fees were also reinstated.
118
continuedwww.bloomsbury.comBloomsbury Publishing Plc Basic salary
The Executive Directors all received an increase in basic salary
of 2% with effect from 1 March 2020 in accordance with normal
policy. Such increase was in line with the average salary increases
for all employees across the Group.
The basic salaries from 1 March 2020 were £464,000, £247,000
and £240,000 for Nigel Newton, Jonathan Glasspool and Penny
Scott-Bayfield respectively.
On 16 July 2018, Penny Scott-Bayfield was recruited to the
role as Group Finance Director at a salary below that of her
predecessor, and below market, on the basis that once her
expertise and performance were proven, and she was fully
operating in the role of Group Finance Director, her salary
would be increased. As noted in the Chair’s Annual Statement,
in July 2020 the Committee reviewed both her progress and
performance since appointment, and on the basis that Penny
had fully taken on the role and performed it with excellence,
the Committee agreed to adjust her base salary to £290,000,
effective from 1 August 2020. Following this one-off reset, the
Remuneration Committee expects salary increases in future years
to be capped at rates offered to the wider workforce.
Other benefits
Benefits comprised a car or car allowance (excluding Penny
Scott-Bayfield), medical cover, permanent health cover, life
assurance, the value of options held in the Sharesave scheme
(except for Nigel Newton as he does not hold any such options),
home working allowance, and Company schemes offered to
staff generally, such as buying books for private use at the staff
discount rate.
Pensions
In accordance with the Remuneration Policy approved by
Shareholders at the 2020 Annual General Meeting, pension
contributions in 2020/2021 were initially 15% of basic salary for
Nigel Newton, Jonathan Glasspool (until his retirement on 31
July 2020) and Penny Scott-Bayfield. However, the Company and
the Executive Directors noted that market practice in relation
to retirement benefits continued to evolve. In order to reduce
the gap between Executive and all-employee pension benefits
(currently up to 7% of salary), the Executive Directors voluntarily
agreed to a reduction in their long-standing contractual pension
entitlements. With effect from 1 September 2020, the retirement
benefit was reduced to 12% of salary. Directors may elect to
receive a cash alternative in lieu of payments by the Company
into their private pension arrangements.
Bonus for 2020/2021
In light of the potential adverse impacts of the coronavirus
pandemic, the Committee reviewed the structure and targets
of the 2020/21 bonus to incentivise financial stability during
the pandemic. In light of the uncertainties of the pandemic, the
Committee determined that it would be appropriate to adjust
the structure of the bonus in operation for the year in order to
retain suitable focus on financial stability. The Committee agreed
to set the overall Adjusted profit target at £14.0 million, taking
into account the revised budget and city forecasts, to remove
the strategic element of the bonus altogether, and to limit the
overall bonus opportunity available to Executive Directors to 30%
of salary rather than full maximum of 100% of salary to reflect
the more modest nature of the profit hurdle. Furthermore, it was
agreed that the bonus would only be payable if the Company
was able to repay salary of staff who took a voluntary pay cut
between 1 April and 30 June 2020. As part of this proposal, the
Committee also agreed for the bonus to be applied Group-wide
to all employees, the purpose being to sufficiently motivate all
employees in the annual delivery of financial and strategic goals
in an uncertain environment.
In light of the Company’s exceptional performance during the
first six months of trading in 2020/2021, the Company was
able to repay the discounted element of employees’ salary in
full. Although Bloomsbury delivered excellent performance
for 2020/2021, achieving Adjusted profit of £19.2 million, the
Committee elected to retain the cap on bonuses for Executive
Directors at 30% of salary, in line with the approach agreed at the
start of the year.
Vesting of PSP Awards
The PSP Awards granted on 30 July 2018 (“2018 PSP Award”) are set to vest on 30 July 2021 based on performance over a three-
year period ending 28 February 2021. The performance conditions for this award are as disclosed in previous Annual Reports. The
level of vesting for the 2018 PSP awards is as follows and the Committee considers that this result appropriately reflects the progress
Bloomsbury has made over the last three years:
Metric
Performance condition
Threshold target2
Stretch target2
3%
8%
Actual
9.2%
Relative EPS growth
(50% of awards)
ROCE1
(50% of awards)
Compound annual growth in normalised
EPS over the performance period in
excess of annualised RPI (“Relative EPS
growth”)
ROCE measured in the last financial year
of the three-year performance period
Total estimated vesting
of 2018 PSP Awards
13.1%
15.1%
15.2%
% Vesting
50%
(out of a
maximum
of 50%)
50%
(out of a
maximum
of 50%)
100%
1 Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the business and may apply discretion should it conclude
it is appropriate to do so. On review, the Committee was satisfied that the outcome was consistent with Company performance over the last three years.
2 The level of vesting for achievement between threshold and stretch targets is calculated on a straight-line basis from 25% at threshold to 100% at stretch. There
is no vesting for achievement below threshold, and 100% vesting for achievement above the stretch target.
119
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
Based on the above, values for the 2018 PSP Awards are as follows:
Executive
Nigel Newton
Jonathan Glasspool3
Penny Scott-Bayfield
Type of award
Conditional award with
EPS and ROCE
performance conditions
Number
of shares at
grant
201,851
Number
of shares
to lapse
Number
of shares
to vest
Number
of Dividend
Shares 1
Estimated
value
£’0002
Total
0
201,851
24,733
226,584
107,188
35,599
71,589
64,430
0
64,430
8,772
7,895
80,361
72,325
643
228
205
1 Dividend Shares are in lieu of dividends that would have accrued on the “Number of shares to vest” if held by the participants from the date of grant up to the
date of vesting of awards.
2 Estimated value is calculated using a three-month average share price to 28 February 2021 of £2.8376. The actual value of shares received will vary depending
on the share price at the end of the holding period.
3 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. The
Committee confirmed his status as “good leaver” for the purposes of outstanding incentive awards. His award granted under the 2018 PSP Award has been pro-
rated to reflect Jonathan’s departure prior to the normal vesting date.
PSP Awards granted during 2020/2021
Details of PSP Awards granted in 2020/2021 (“2020 PSP Award”) are as follows:
Individual
Scheme
Date of grant
Date of vest
Basis of award
(% of base
salary)
Face value1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
Nigel Newton
Penny
Scott-Bayfield
PSP
(Conditional
awards)
28 Aug 2020
28 Aug 2023
100%
28 Aug 2020
28 Aug 2023
100%
464
290
25%
25%
100%
100%
3 years to
28 February 2023
1 Face value was determined using a share price of 209p (closing mid-market price of a share on the dealing day before the grant was made).
Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. He was not
granted an award under the 2020 PSP Award.
Performance conditions in respect of the 2020 PSP Award:
Weighting
Metric
EPS (before highlighted items)
Non-Consumer Operating Profit
Consumer Operating Profit
Bloomsbury Digital Resources (BDR) Revenue
60%
15%
15%
10%
0% vesting
17.8p
£7.5 million
£10.4 million
£14.9 million
25% vesting
19.5p
£8.8 million
£10.7 million
£15.5 million
100% vesting
24.6p
£12.8 million
£11.6 million
£17.3 million
The awards for Executive Directors are subject to malus and clawback provisions and to a two-year post-vesting holding period.
During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback provision.
The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the Committee’s
assessment of the underlying performance of the Company / individual.
Payments to past Directors
There were no payments to past Directors during the year.
Payments for loss of office
Jonathan Glasspool stepped down from the Board as Director on 21 July 2020, being the date of the 2020 AGM, and retired from
the Company on 31 July 2020. He did not receive any payment in lieu of notice or any ex-gratia payment, and he was not granted
an award under the 2020 PSP Award. The Committee determined that Jonathan would be eligible for the bonus awarded in respect
of 2020/2021 on a time pro-rated basis. The Committee further confirmed Jonathan’s status as a “good leaver” for the purposes
of outstanding incentive awards. All awards are subject to time pro-rating and performance (as assessed at the end of the relevant
performance period). Jonathan received £5,184 in lieu of holiday entitlement that was not taken up until his date of retirement.
120
continuedwww.bloomsbury.comBloomsbury Publishing Plc Outstanding share awards
PSP Awards
PSP conditional share awards have been granted for nil consideration over Ordinary shares of 1.25 pence in the Company under the
Bloomsbury 2014 Performance Share Plan (“2014 PSP”). The number of PSP conditional shares awarded is calculated based on the
closing mid-market share price prevailing on the day before the date of grant. The following PSP conditional shares awarded to the
Executive Directors were outstanding during the year:
Nigel Newton
Penny Scott-Bayfield
Jonathan Glasspool1
Date of
PSP award
27 July 2017
30 July 2018
21 August 2019
28 August 2020
30 July 2018
21 August 2019
28 August 2020
27 July 2017
30 July 2018
21 August 2019
Due date of
exercise/
expiry
Price at
grant date
(pence)
At
1 March
2020
Awarded
during
the year
Exercised
during
the year
180.00p 240,689
27 July 2020
220.00p 201,851
30 July 2021
230.00p 197,901
21 August 2022
209.00p
28 August 2023
220.00p
64,430
30 July 2021
230.00p 102,500
21 August 2022
209.00p
28 August 2023
180.00p 127,812
27 July 2020
30 July 2021 220.00p 107,188
230.00p 105,090
21 August 2022
– 231,061
–
–
–
–
–
– 222,142
–
–
–
–
–
– 138,755
– 122,700
–
–
–
–
Lapsed
during
the year
(9,628)
–
–
–
–
–
–
(5,112)
(35,599)
(72,010)
Share price
on date of
exercise
(pence)
At 28
February
2021
217.5
–
– 201,851
– 197,901
– 222,142
64,430
–
– 102,500
– 138,755
–
71,589
33,080
217.5
–
–
1 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. The
Committee confirmed his status as “good leaver” for the purposes of outstanding incentive awards. All outstanding awards are subject to time pro-rating and
performance (as assessed at the end of the relevant performance period).
2018 and 2019 PSP Awards
EPS
For 50% of the awards made in 2018 and 2019: 25% of this part of an award will vest for a compound annual growth rate in normalised
EPS over the performance period in excess of annualised RPI (“Relative EPS growth”) of 3%, increasing pro rata to 100% vesting of this
part of an award for a Relative EPS growth of 8%.
ROCE
For 50% of the awards made in 2018 and 2019: 25% of this part of the award will vest for absolute Return On Capital Employed
(“ROCE”) of 13.1% (2018) or 12.2% (2019) (nil vesting for below), increasing straight-line to 100% vesting of this part of an award
for ROCE of 15.1% (2018) or 15.3% (2019) (100% for above), ROCE being measured in the last financial year of the three-year
performance period. Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the
business and may apply discretion should it conclude it is appropriate to do so.
2020 PSP Award
Performance measures and targets for the 2020 PSP Award are detailed on page 120.
Sharesave options
Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate.
The following Sharesave options granted to the Executive Directors were outstanding at the year end:
Jonathan Glasspool1
Penny Scott-Bayfield
At
1 March
2020
6,550
4,870
9,740
Granted
during
the year
Exercised
during
the year
–
–
–
6,550
2,299
–
Lapsed
during
the year
–
2,571
–
At
28 February
2021
–
–
9,740
Exercise
price
(pence)
Date of grant
137.4p 12 June 2017
12 July 2019
184.8p
12 July 2019
184.8p
Date from
which
Expiry date
exercisable
Jan 2021
July 2020
July 2020
Jan 2021
Sept 2022 Mar 2023
1 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. His
outstanding Sharesave awards were eligible to be exercised within 6 months of his leaving date (January 2021) and were subject to time pro-rating.
121
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
Directors’ interests in shares
Under the current Remuneration Policy, Executive Directors are required to build up a shareholding in the Company equal to 200% of
their salary (“Shareholding Guideline”) to align their interests with that of Shareholders. Executive Directors are expected to retain any
vested shares (net of tax) until the Shareholding Guideline has been achieved.
Executive Directors are also subject to a post-employment shareholding guideline. After ceasing to be an Executive Director,
individuals will be expected to maintain a shareholding equivalent to 200% of salary (or actual shareholding if lower), tapering down
to nil over two years. This guideline applies to shares vesting after the 2020 AGM and may be disapplied in certain cases (e.g. due to
compassionate circumstances).
Shareholding Guidelines do not apply to the Chairman or Non-Executive Directors.
The interests of the Directors who served on the Board during the year are set out in the table below. There have been no changes to
those interests between 28 February 2021 and the date of this report.
Owned2
PSP Awards
28 February
20216
29 February
2020
Unvested
Vested
CSOP
options
unvested
Sharesave
options
unvested
Nigel Newton3
Penny Scott-Bayfield
Jonathan Glasspool4
Sir Richard Lambert
John Warren
Steven Hall
Leslie-Ann Reed
Baroness Young5
Total
1,190,405
–
30,975
10,317
10,317
3,271
–
–
1,245,285
1,017,263
–
30,975
10,000
10,000
3,171
–
–
1,071,409
621,894
305,685
104,669
–
–
–
–
–
1,032,248
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
9,740
–
–
–
–
–
–
9,740
Shareholding
Guideline
achieved1
%
100%
0%
N/A
N/A
N/A
N/A
N/A
N/A
Total
28 February
2021
1,812,299
315,425
135,644
10,317
10,317
3,271
–
–
2,287,273
1 The Shareholding Guideline was introduced during the year ended 28 February 2013 and can be found on the Company’s website www.bloomsbury-ir.co.uk.
The Guideline requires that the Executive Director must retain shares vesting from the PSP awards net of tax until the Shareholding Guideline has been met. The
number of shares needed to satisfy a shareholding is normally recalculated at the close of the next business day following the announcement of the full year
results (the “Review Date”). The share price used above is 341 pence (determined by the closing price of shares the day after annual results are announced).
2 Owned includes shares held directly by the Director and indirectly by a nominee on behalf of the Director where the Director has the beneficial interest. It
3
includes the shares of the Director and of connected persons.
In respect of the vesting of the 2017 PSP Award, Nigel Newton acquired 254,805 shares (comprising 231,061 vested PSP shares and 23,744 dividend equivalent
shares), out of which 120,368 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting. He retained the
balance of 134,437 shares.
4 Jonathan Glasspool stepped down from the Board as a Director of the Company on 21 July 2020 and retired from the Company on 31 July 2020. The table
above is reflective of his interests in shares on the date he stepped down from the Board. In respect of the vesting of the 2017 PSP Award, Jonathan Glasspool
acquired 135,309 shares (comprising 122,700 vested PSP shares and 12,609 dividend equivalent shares) out of which 63,919 shares were sold to fund the tax
liability, National Insurance liability and administrative fees arising on vesting. He retained a balance of 71,390 shares.
5 Baroness Young was appointed as a Director of the Company on 1 January 2021.
6 The Company had intended to declare a final dividend for the year ended 29 February 2020 of 6.89 pence per share. In light of the coronavirus crisis, the
Company decided to conserve cash and not pay a cash dividend. At the Annual General Meeting held on 21 July 2020, Shareholders approved the Company’s
proposal to settle the final dividend for 2019/2020 through the issuance of new Ordinary shares of 1.25 pence each (the “Bonus Shares”) by way of bonus issue
to Shareholders, with a value equivalent to the proposed dividend (the “Bonus Issue”). Directors holding shares in Bloomsbury at 11.59pm on 31 July 2020 were
therefore issued with Bonus Shares, increasing their overall shareholdings.
No Director has or has had any interest, direct or indirect, in any transaction, contract or arrangement (excluding service agreements)
which is or was unusual in its nature or conditions or significant to the business of the Group during the current or immediately
preceding financial year.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2020/2021 and that the pay
outcomes are aligned with the experience of Shareholders and other stakeholders over the relevant performance period.
122
continuedwww.bloomsbury.comBloomsbury Publishing Plc Implementation of Remuneration Policy in
2021/2022
From 1 March 2021, the Executive Directors received a pay
increase of 2% in line with the increase for the general workforce.
Basic salaries for the Executive Directors are as follows:
Executive Director
Nigel Newton
Penny Scott-Bayfield
From 1 March
2021
£’000
474
296
Pension and benefits
In 2021/2022, pension contributions (as a percentage of
base salary) for Executive Directors will be at 12%. Pension
contributions for any new Executive Director appointments
will be set in line with the applicable wider workforce rate. The
Committee recognises that market practice in this area continues
to evolve, and we will keep this under review in future years.
There will be no changes to other benefits.
Annual bonus
Annual bonuses for 2021/2022 will be consistent with the
Remuneration Policy. The maximum bonus potential will continue
to be set at 100% of salary. The structure of the bonus scheme
will differ from previous years in that bonuses will be awarded
at 25% upon achievement of the Adjusted profit target. Any
outperformance of this target will be used to fund the remaining
75% of the bonus pool.
Where the full bonus pool is not funded, bonuses would be pro-
rated accordingly. The maximum bonus will be measured against
a Group profit target (70%) and strategic objectives (30%). When
determining annual bonuses, the Committee will consider both
financial and strategic performance of the Group over the year,
taking into account overall affordability. Specific measures and
targets will be disclosed retrospectively in the Annual Report on
Remuneration.
To the extent any annual bonus is payable to the Executive
Directors, the Committee will be mindful of the experience of
all our stakeholders groups over the year, in particular the wider
employee population.
Any bonus payable will be subject to malus and clawback
provisions.
Long-term incentives
Annual PSP awards will be granted to Executive Directors in 2021/2022 (“2021 PSP Award”) at 100% of salary in line with awards in
prior years. When granting awards, the Committee will consider the share price on the grant date as well as the average price used to
grant awards over multiple years.
The 2021 PSP Award will be subject to the following performance measures:
Metric
EPS (before highlighted items)
Non-Consumer Operating Profit
Consumer Operating Profit
Bloomsbury Digital Resources (BDR) Revenue
Weighting
0% vesting
25% vesting
100% vesting
19.8p
25.2p
60%
17.9p
15% £7.8 million
£9.2 million £13.6 million
15% £10.9 million £11.9 million £14.9 million
10% £15.0 million £16.0 million £19.0 million
The awards for Executive Directors will be subject to malus and clawback provisions and to a two-year post-vesting holding period.
During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback provision.
The Remuneration Committee has approved that the Executive Directors may participate in the Company’s Sharesave scheme if
operated. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the Committee’s
assessment of the underlying performance of the Company / individual.
Non-Executive Directors
From 1 March 2021, the Non-Executive Directors received an increase to their fees of 2% in line with the increase for the general
workforce.
Current annualised fees are as follows:
Non-Executive Director
Position
Sir Richard Lambert
John Warren
Steven Hall
Leslie-Ann Reed
Baroness Young1
Chairman of the Board, Chair of the Nomination Committee
Chair of the Audit Committee and Senior Independent Director
Chair of the Remuneration Committee and Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
From
1 March
2021
£’000
115
44
44
41
40
From
1 March
2020
£’000
113
43
43
40
7
1 Baroness Young was appointed as a Director of the Company on 1 January 2021. Her 2020/2021 fees are from the date of her appointment.
123
Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
PART B–2 (UNAUDITED INFORMATION)
Performance graph and table
The chart below shows the Company’s Total Shareholder Return for the period from 28 February 2011 to 28 February 2021 compared
to that of the FTSE SmallCap Media sector index over the same period. The index has been selected as it represents a broad equity
market index, of which the Company is a constituent member.
350
300
250
200
150
100
50
0
)
d
e
s
a
b
e
r
(
n
r
u
t
e
R
r
e
o
h
e
r
a
h
S
l
l
a
t
o
T
Feb–11
Feb–12
Feb–13
Feb–14
Feb–15
Feb–16
Feb–17
Feb–18
Feb–19
Feb–20
Feb–21
Bloomsbury
FTSE SmallCap Media
The total remuneration figures for the Chief Executive during each of the financial years of the relevant period are shown in the table
below.
The total remuneration figure includes the annual bonus based on that year’s performance and PSP awards based on three-year
performance periods ending in the relevant year (EPS and ROCE) or just after the relevant year (TSR). The annual bonus payout and
PSP vesting level as a percentage of the maximum opportunity are also shown for each of these years.
Year ending:
Total remuneration (£’000)
Annual bonus (%)
PSP vesting (%)
29 Feb
2012
28 Feb
2013
28 Feb
2014
28 Feb
2015
29 Feb
2016
28 Feb
2017
28 Feb
2018
785
54%
50%
617
0%
50%
749
17%
50%
799
16%
56%
547
0%
17%
689
42%
0%
909
88%
0%
28 Feb
2019
951
92.5%
0%
29 Feb
2020
1,102
0%
96%
28 Feb
2021
1,336
30%
100%
124
continuedwww.bloomsbury.comBloomsbury Publishing Plc
Percentage change in remuneration of Directors and employees
The table below shows the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended
29 February 2020 and 28 February 2021 in respect of all Directors of the Company compared to that of the average percentage
change for all employees of the Company for each of these elements of pay. The average employee change has been calculated by
reference to the mean of employee pay. Baroness Young was appointed to the Board during the year ended 28 February 2021 and,
accordingly, she has been excluded from the table below. This table will be built up over time to display a five-year history:
Average employee1
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Non-Executive Directors
Sir Richard Lambert
John Warren
Steven Hall
Leslie-Ann Reed4
Salary/
Fees
(2%)
2%
14%3
2%
2%
4%
0%
Benefits
Bonus2
(4%)
1,152%
8%
36%
n/a
n/a
n/a
n/a
–
–
n/a
n/a
n/a
n/a
1 The average employee salary and benefits figures have reduced due to the salary mix impact of leavers and joiners during the financial year. In practice, salaries
were generally increased by 2% across the business in the year, with benefits arrangements remaining largely unchanged.
In 2019/2020, there was a nil payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
2
3 Details in regards to Penny Scott-Bayfield’s salary increase is detailed in the Chair’s Annual Statement on page 109.
4
In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann Reed’s salary for 2019/2020 has been annualised as she joined the
Board on 17 July 2019.
Chief Executive’s pay ratio
The table below discloses the ratio of the Chief Executive’s pay, using the single total figure remuneration as disclosed on page 118 of
this section of the Annual Report to the comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked
at the 25th percentile, median and 75th percentile.
Year
20205
2021
Method1
A
A
25th percentile pay ratio2
Median pay ratio3
75th percentile pay ratio4
39.5 : 1
45.8 : 1
30.8 : 1
36.3 : 1
21.6 : 1
25.8 : 1
1 Method A, as set out in the Companies (Miscellaneous Reporting) Regulations 2018, was selected as this is considered the most statistically accurate and robust
methodology. The 25th percentile, median and 75th percentile UK employees were determined based on total remuneration for the year ended 28 February
2021 using the single total figure valuation methodology. The elements used to calculate total remuneration comprised salary, pensions, bonus and benefits.
The value of Sharesave options granted in the year have been excluded when calculating total remuneration for UK employees.
2 The relevant 25th percentile values are £26,346 salary and £29,180 total pay and benefits.
3 The relevant median values are £34,031 salary and £36,838 total pay and benefits.
4 The relevant 75th percentile values are £43,830 salary and £51,743 total pay and benefits.
5 The 2020 ratios have been restated to reflect the adjusted single total figure remuneration valuation for Nigel Newton, taking into account the updated
valuation for his 2017 PSP Award. The ratios previously disclosed in the 2020 Directors’ Remuneration Report were 44.8:1 (25th percentile), 34.9:1 (median) and
24.5:1 (75th percentile).
The Company believes the median pay ratio for the year ended 28 February 2021 is consistent with the pay, reward and progression
policies for the Company’s UK employees taken as a whole.
The Committee noted that the CEO pay ratios had increased in 2020/2021 compared to 2019/2020. This change reflected the fact
that in respect of 2020/2021, there was a payout for the bonus scheme at 30% of salary and the 2018 PSP Award vested at 100%,
whereas in 2019/2020, there was nil payout for the bonus scheme and the 2017 PSP Award vested at 96%. A greater proportion of the
Chief Executive’s and senior managements’ overall remuneration is linked to performance (via the annual bonus and PSP Awards) when
compared to the wider workforce due to the nature of their roles. The Committee therefore noted that pay ratios are likely to fluctuate
in future years depending on the performance of the business and associated outcomes of incentive plans in each year.
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Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
Consideration of wider workforce
During the year, the Committee was updated on workforce remuneration policies, including variable pay schemes and benefits
for employees across the Company as a whole, and took these into account when determining remuneration arrangement for
Executive Directors. The Committee continues to develop and evolve its approach to engagement with the workforce on Executive
pay. Currently, information on the Executive Remuneration Policy is provided on the Company’s intranet, which is accessible by all
employees.
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends.
Staff costs (£m)
Dividends declared (£m)
Retained profits (£m)1
Year ended
28 February
2021
39.9
15.2
11.6
Year ended
29 February
2020
34.9
1.0
4.4
1 Retained profits for 2019/2020 reflect the impact of adopting IFRS 16.
Voting at the Annual General Meeting
At the Annual General Meeting of 21 July 2020, the Annual Statement by the Chair of the Remuneration Committee and the Annual
Report on Directors’ Remuneration for the financial year ended 29 February 2020 was put to an advisory vote. The voting outcomes
were as follows:
Votes cast in favour
Votes cast against
Total votes cast
Abstentions on voting cards
Number
of shares
47,974,060
1,242,678
49,216,738
23,302
Percentage
of the vote
97.48%
2.52%
100%
The Remuneration Policy was also put to Shareholders at the Annual General Meeting held on 21 July 2020 as an ordinary resolution.
The voting outcomes were as follows:
Votes cast in favour
Votes cast against
Total votes cast
Abstentions on voting cards
Number
of shares
47,009,932
2,204,768
49,214,700
25,340
Percentage
of the vote
95.52%
4.48%
100%
Remuneration Committee
Composition of the Committee
The Committee is comprised of three Independent Non-Executive Directors and the Chairman of the Board. The members of the
Committee during the year were:
Director
Steven Hall (Chair of the Committee)
Sir Richard Lambert
John Warren
Leslie-Ann Reed
Appointed in the year
(if applicable)
Resigned in the year
(if applicable)
–
–
–
–
–
–
–
–
The Committee met six times during 2020/2021. The Committee members’ attendance can be seen on page 98 of this section of the
Annual Report. Only members of the Remuneration Committee have the right to attend Committee meetings; however, the Chief
Executive and Group Finance Director may attend Committee meetings at the request of the Chair of the Committee for specific items
on the agenda. The remuneration consultants may attend where needed to provide technical support.
126
continuedwww.bloomsbury.comBloomsbury Publishing Plc Role of the Committee
The terms of reference of the Committee set out its role and authority. These are reviewed annually and can be found on the
Company’s website, www.bloomsbury-ir.co.uk. In summary, the Committee’s responsibilities include:
• Determining the remuneration policy for the Chairman and Executive Directors;
• Determining the remuneration packages for the Executive Directors and Chairman within the terms of the policy;
• Monitoring the level and structure of remuneration for other members of senior management;
• Approving the design of, and determining targets for, the performance-related pay schemes operated by the Company;
• Reviewing the design of all share incentive plans for Board approval. For any such plans, the Committee shall determine whether
the awards will be made, and, if so, approve the overall amount of such awards, the individual awards to Executive Directors,
Company Secretary and designated senior managers and the performance targets to be used; and
• Developing a formal policy for shareholding guidelines in employment and post-employment shareholding requirements.
Activities of the Committee during the year
During the year, amongst other matters, the Committee considered the following:
• Review and recommendation for approval of the Directors’ Remuneration Policy;
• Review and recommendation for approval of the Directors’ Remuneration Report for the Annual Report and Accounts for the
financial year ended 29 February 2020;
• The approval of increases to the Executive Directors’ salaries and the Chairman’s fees;
• Review and approval of the Executive Directors’ remuneration packages;
• Review of the bonus plan achievement for 2019/2020;
• Review and approval of the bonus plan proposal and objectives for 2020/2021;
• Review of the proposed structure of an all-staff bonus plan;
• Review of workforce engagement around Executive remuneration policies;
• Review of workforce remuneration policies;
• Review and approval of performance targets for the 2020 PSP Award;
• Review and approval of amendments to the 2014 Performance Share Plan rules;
• Review of the Committee evaluation;
• Approval of Penny Scott-Bayfield’s base salary increase;
• Approval of the repayment of salary to the Executive Directors following the temporary salary reductions;
• Review of the performance outcome of the 2017 PSP Award vest and payouts to the Executive Directors;
• Review and approval of “good leaver” status for two leavers; and
• Review and approval of the Committee’s terms of reference.
The Committee Chair has a standing item on the agenda at each main Board meeting, enabling remuneration matters to be raised for
discussion by the Board if required.
In 2019, the Committee considered its role in respect of determining the remuneration of senior management with reference to the
2018 Code. After due consideration and discussion at both the Committee and the Board level it was decided that the Executive
Directors would remain responsible for remuneration for senior management. The Committee believes that the Executive Directors
are best placed to assess the appropriate level of remuneration of senior managers based on their performance and contribution to
the Company’s success and on the Executive Directors’ knowledge of market rates of pay. The Committee will nonetheless monitor
the remuneration of senior managers closely and will continue to be responsible for approving the granting and vesting of share
incentives.
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Stock code: BMYAnnual Report and Accounts 2021Governance Directors’ Remuneration Report
Advisers to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisers. In 2019, Deloitte
LLP was appointed as the Committee’s external remuneration
consultants through a competitive tender process, which took
place in September 2019. Deloitte LLP is a founding member of
the Remuneration Consultants’ Group and adheres to its Code
of Conduct. In respect of their services to the Committee, fees
charged by Deloitte LLP amounted to £36,600 (excluding VAT).
During the year, separate teams within Deloitte also provided
Bloomsbury with tax advisory services. The Committee is
satisfied that the advice provided by Deloitte LLP was objective
and independent, that the provision of other services in no
way compromised their independence and that there was no
potential conflict of interest. The individual consultants who
work with the Committee do not provide advice to the Executive
Directors or act on their behalf.
The Committee received assistance from the Company Secretary
and, where specifically requested by the Committee, the Chief
Executive and Group Finance Director.
The Committee has considered any feedback received from
the major Shareholders during the year as part of Bloomsbury’s
ongoing investor relations programme and considers the reports
and recommendations of Shareholder representative bodies and
corporate governance analysts.
Approved by the Board of Directors and signed on its behalf.
Steven Hall
Chair of the Remuneration Committee
2 June 2021
128
continuedwww.bloomsbury.comBloomsbury Publishing Plc Section 172 Directors’ Duties Statement
The Directors of Bloomsbury – and those of all UK companies –
must act in a manner which complies with a set of general duties.
These duties are detailed in the Companies Act 2006 and include,
in s172, a duty to promote the success of the Company, as set out
below.
Section 172 of the Companies Act 2006
A director of a company must act in the way he considers,
in good faith, would be most likely to promote the success
of the company for the benefit of its members as a whole,
and in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long
term;
• The interests of the company’s employees;
• The need to foster the company’s business relationships
with suppliers, customers and others;
• the impact of the company’s operations on the
community and the environment;
• The desirability of the company maintaining a
reputation for high standards of business conduct; and
• The need to act fairly as between members of the
company.
As part of their induction, the Directors are briefed on their
duties, including their duties under s172, and are able to
access professional advice on these, either through the
Company, or from an independent provider should they
consider it necessary.
The Board believes that, individually and together, they have
acted in the way they consider, in good faith, would promote
the success of the Company for the benefit of its members as
a whole, having regard to the matters set out in s172(1)(a–f) of
the Companies Act 2006 in the decisions taken during the year
ended 28 February 2021, as described in this annual report. In
particular, you are encouraged to read the following sections of
this report which illustrate how the Directors, with the support
of the wider business, consider these matters in the course of
their duties. This is not an exhaustive list as such matters are
integrated throughout this report:
• Business model - this identifies and explains the key resources
and relationships which our business depends upon
(on page 24);
• Our culture - this describes our mission, purpose and values
which drive our culture;
• Strategy - this summarises our long-term strategy, our
strategic priorities, and the progress we have made in
implementing that strategy (pages 25 to 27);
• Chief Executive’s Review - this reviews our performance
and explains how our key decisions during the year have
supported our long-term strategy (pages 14 to 21);
• Stakeholder engagement - this identifies our key stakeholder
groups and summarises how we engage with them, their key
concerns and how their interests are taken into account in the
Board’s decision-making (pages 55 to 62);
• Considering our stakeholders through the Covid pandemic –
this summarises how we have had regard to the interests of
our key stakeholder groups in responding to the pandemic
(pages 63 to 64);
• Corporate Social Responsibility Report - this summarises:
− how the Directors have engaged with employees and had
regards to employee interests; and
− the ways in which we engage in respect of, and have
regard for, social and environmental issues;
(pages 65 to 81);
• The Corporate Governance Report – this sets out the
Company’s governance framework, including how the
Directors monitor culture and support the promotion of the
desired culture necessary for the achievement of Bloomsbury’s
long-term goals (pages 83 to 128).
The key decisions made in 2020/2021 related to the
management of the pandemic and the following priorities were
rapidly set:
1. The safety and well-being of the Company’s employees;
2. Preserving the Company’s cash and managing liquidity;
3. Ensuring certainty for our authors;
4. Keeping our customers supplied with our products through
the appropriate channels and in the required formats;
5. Supporting our suppliers through the volatility and
uncertainty of the pandemic.
The Board believes that the Company can only be successful
when the interests of its key stakeholders are considered
and appropriately reflected in how the Company’s business
and strategy develops. The Board has always had regard for
the potential impact of the Group’s activities on its various
stakeholders, and in 2020/2021 this became even more
important as we consulted with our various stakeholder groups
regarding the matters important to them in the face of the
particular challenges arising out of the pandemic. Read more
about this on pages 63 and 64 of the Strategic Report.
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Stock code: BMYAnnual Report and Accounts 2021Governance Section 172 Directors’ Duties Statement
The Directors enjoy engaging with colleagues directly, both
through attendance by Senior Managers at Board meetings to
report on key developments and strategic focus in their areas
of responsibility, and by way of attending Employee Voice
Meetings, where Directors hear directly from Bloomsbury’s
employees on matters of concern and interest to them.
During the year, the Board’s direct engagement with the
senior management team increased as part of supporting
the Company’s response to the pandemic. The Board has
had particular regard for the wellbeing of employees and
how measures taken by the Company in response to the
pandemic might impact upon them. Throughout the year, the
Board received additional reports on HR matters in respect of
the implementation of wellbeing and support measures for
employees, and feedback from Employee Voice Meetings, in
order to supplement the Board’s understanding of colleague
trends and the response to management actions through the
pandemic.
Direct engagement with Shareholders also increased as a result
of the pandemic as the Board sought to keep investors updated
on fast-moving developments and gain support for measures
that secured the Company’s financial stability. This included
the decision to pursue a non-pre-emptive placing of shares to
raise capital to strengthen the Company’s balance sheet given
the unprecedented disruption and uncertainty created by the
pandemic, and the decision to cancel the 2019/2020 final cash
dividend and instead settle the dividend by way of a bonus issue
of shares following approval from Shareholders at the 2020 AGM.
In reaching these decisions, the Board took advice from external
advisors on Shareholder sentiment towards a capital raise and
bonus issues. The Board also sought direct feedback from the
Company’s largest shareholders, receiving broad support and
encouragement for this action.
The Directors fulfil their duties partly through a governance
framework that delegates day-to-day decision-making to
employees of the Company; details of this governance
framework are set out in the Corporate Governance section
on page 85. In delegating such decision-making, the Board is
mindful of the importance of an organisational culture which has
appropriate regard for the needs and views of its stakeholders
and high ethical standards. The Board believes that balancing
the interests of the Company’s stakeholders with the Company’s
commercial objectives and the desire to behave as an ethical
and responsible business is embedded in the way the Company
operates, is informed by the strong social purpose which
underlies the Group’s activities and is reinforced by a robust
system of controls and assurances. As set out in the Chairman’s
statement on pages 83 to 84 of the Corporate Governance
Report and further on page 94 of the Corporate Governance
Report, the Board continues to focus on fostering a corporate
culture that is aligned with the Company’s purpose, values and
strategy; effective engagement with, and regard for the concerns
of, key stakeholders is an important aspect of promoting the
Company’s desired culture and reinforcing its values.
The Board gathers relevant information and feedback on
key stakeholder interests and concerns from information
provided by the Company’s Executive Directors, senior and
functional management and through direct engagement
where appropriate. During the course of the year, the Board
maintains its oversight of the Company’s engagement with key
stakeholders by receiving reports on the Company’s engagement
mechanisms, the matters considered during engagement, and
the outcomes of such engagement. The insights which the Board
gains through the Company’s engagement mechanisms form
an important part of the context for the Board’s discussions and
decision-making process.
As is typical of an organisation the size of the Company,
engagement with key stakeholders in respect of day-to-day
business and operational matters is ordinarily conducted by
senior managers and other employees of the Company. By
way of example, the Board believes that engagement with
the Company’s customers and suppliers is most effectively
carried out by the operational teams that specialise in and are
responsible for these areas. The Board gains an understanding
of market trends through briefings by the Executive Directors
and senior managers and from financial reporting by the Group
Finance Director.
130
continuedwww.bloomsbury.comBloomsbury Publishing Plc Financial Statements
Financial
Statements
Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement of Cash Flows
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
132
142
Consolidated Statement of Comprehensive Income 143
144
145
146
147
185
186
187
188
Notes to the Company Financial Statements
Company Statement of Changes in Equity
Company Statement of Financial Position
Company Statement of Cash Flows
Notes to the Financial Statements
Stock code: BMY
Annual Report and Accounts 2021
131
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
1 Our opinion is unmodified
We have audited the financial statements of Bloomsbury Publishing Plc (“the Company”) for the year ended 28 February 2021
which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and
Company Statement of Financial Position, Consolidated and Company Statement of Changes in Equity, Consolidated and Company
Statement of Cash Flows and the related notes, including the accounting policies in note 2 and note 32.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 28 February
2021 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union (“IFRSs as adopted by the EU”);
• the parent Company financial statements have been properly prepared in accordance with international accounting standards in
conformity with the requirements of, and as applied in accordance with the provisions of, the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation to the extent applicable.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our
opinion. Our audit opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the directors on 04 September 2013. The period of total uninterrupted engagement is for the
eight financial years ended 28 February 2021. We have fulfilled our ethical responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No
non-audit services prohibited by that standard were provided.
2 Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. We summarise below the key audit matters in decreasing order of audit significance, in arriving at our
audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our
results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of,
and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently
are incidental to that opinion, and we do not provide a separate opinion on these matters.
132
www.bloomsbury.comBloomsbury Publishing Plc Revenue returns provision – Group £12.3m (2020: £9.2m), Parent Company £3.9m (2020: £1.6m)
Refer to page 105 (Audit Committee Report), notes 2 and 32 on pages 147 and 188 (accounting policy) and note 19 and 41 on
pages 170 and 193 (financial disclosures) Risk vs 2020 . The risk rating for this key audit matter has been increased as the
coronavirus pandemic has impacted the judgemental assumptions relating the operations of certain of the Group’s customers.
Subjective estimate
The Group typically sells its books on a sale or return basis,
and presents revenue net of estimated returns in the financial
statements.
The Group provides for returns based on past experience using
a one year average method. Estimating the level of returns from
customers is subjective in nature due to the inherent uncertainty
involved in forecasting returns particularly due to the longer
period of returns allowed in the industry.
The effect of these matters is that, as part of our risk
assessment, we determined that the provision for returns has
a high degree of estimation uncertainty, with a potential range
of reasonable outcomes greater than our materiality for the
financial statements as a whole. The financial statements (notes
19 and 41) disclose the sensitivity estimated for the Group and
parent Company financial statements.
Our procedures included:
• Evaluating application: We evaluated whether the Group’s
sales returns policy was consistently applied and remained
appropriate, reflecting the underlying trends in the data and
with regard to relevant accounting standards.
• Sensitivity analysis: Where specific amendments were made
to reflect sales and returns patterns we challenged these
amendments by considering alternative inputs.
• Historical comparisons: We obtained evidence of actual
returns received in the current year and compared to prior
year’s provision to assess historical accuracy of the Group’s
provisions.
• Tests of details: We tested the inputs used in the returns
provision calculations at 28 February 2021 by agreeing
inputs such as historical sales and returns experienced to
underlying records of the Group.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of
the design of these controls indicated that we would not be
able to obtain the required evidence to support reliance on
controls.
Our results
From the evidence obtained, we considered the level of the
sales returns provision to be acceptable (2020: acceptable).
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to the members of Bloomsbury Publishing Plc continued
Carrying value of Goodwill (Academic and Professional) – £35.9m (2020: £35.9m) (Special Interest) - £5.0 (2020: £5.0m)
Refer to page 105 (Audit Committee Report), note 2 on page 147 (accounting policy) and note 11 on pages 164 and 165 (financial
disclosures) Risk vs 2020 . The risk rating for this key audit matter has been increased as the coronavirus pandemic has increased
the level of uncertainty in forecast trading.
Forecast based valuation
• The Group has historically acquired a number of businesses
with a majority being integrated into the Academic and
Professional division; this constitutes a single cash generating
unit for impairment testing. The recoverability of goodwill
associated with the Academic and Professional division
is dependent on achieving forecast trading and realising
acquisition synergies. The estimated recoverable amount
is subjective due to the inherent uncertainty involved in
forecasting future cash flows and selection of an appropriate
discount rate, which are the basis of the assessment of
recoverability.
The recoverability of the Special Interest division is also
dependent on achieving forecast trading levels and we have
determined there is a significant range of plausible forecast
future cash flows which form the basis of the assessment of
recoverability.
The effect of these matters is that, as part of our risk
assessment, we determined that the value in use of goodwill
has a high degree of estimation uncertainty, with a potential
range of reasonable outcomes greater than our materiality for
the financial statements as a whole, and possibly many times
that amount. The financial statements (note 11) disclose the
sensitivity estimated by the Group.
Our procedures included:
• Benchmarking assumptions: We challenged the Group’s
assumptions by comparing to externally derived data in
relation to key inputs such as projected economic growth
and cost inflation.
• Challenge Inputs: We challenged the judgements and
assumptions used by the Group in their calculation based
on our knowledge of the business. In addition we used our
discount rate tool to assist us in assessing the discount rate
assumptions used by the Group.
• Sensitivity analysis: We performed breakeven analysis on
key components of the cash flows and discount rate and
considered the likelihood that the drivers of breakeven
would arise.
• Historical comparisons: We considered the historical
accuracy of key assumptions by comparing the accuracy of
the previous estimates of revenue and cost growth to the
actual amounts realised.
• Assessing transparency: We assessed whether the Group’s
disclosures about the sensitivity of the outcome of the
impairment assessment to changes in key assumptions
reflected the risks inherent in the valuation of goodwill.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of
the design of these controls indicated that we would not be
able to obtain the required evidence to support reliance on
controls.
Our results
We found the resulting estimate of the recoverable amount of
goodwill for the Academic and Professional cash generating
unit and the Special Interest cash generating unit to be
acceptable (2020 result: acceptable).
134
www.bloomsbury.comBloomsbury Publishing Plc Recoverability of advances – Group £24.8m (2020: £24.8m), parent Company £13.2m (2020: £12.5m)
Refer to page 105 (Audit Committee Report), notes 2 and 32 on pages 147 and 188 (accounting policy) and note 18 and 40 on
pages 169 and 192 (financial disclosures) Risk vs 2020 . The risk rating for this key audit matter has been increased as the
coronavirus pandemic has increased the level of uncertainty in forecast trading.
Subjective estimate
The Group pays royalty advances to its authors prior to the
delivery of a manuscript. The Group recovers these advances
from future sales by deductions of royalties due to the author
under the terms of the relevant royalty agreements.
Our procedures included:
• Evaluating application: We evaluated whether the Group’s
royalty advance provisioning policy was consistently applied
and remained appropriate, reflecting the underlying trends
in the data and with regard to relevant accounting standards.
The advances balance is made up of a significant number
of individual advances to authors and requires the Group to
forecast future sales to assess recoverability of advances.
Where insufficient sales are forecast by the Group for the
advance to be recovered in full, a provision is recorded against
that advance.
There is inherent uncertainty regarding the estimation of
future sales of individual titles arising from the changes in the
economic environment and the popularity of titles.
The effect of these matters is that, as part of our risk
assessment, we determined that the carrying value of advances
has a high degree of estimation uncertainty, with a potential
range of reasonable outcomes greater than our materiality for
the financial statements as a whole, and possibly many times
that amount.
• Historical comparisons: We challenged the Group’s
forecasts for future royalty payments, which offset against
the unearned advance, by assessing historical accuracy of
future sales forecasts across a sample of unearned advance
balances.
• Challenge inputs: We challenged whether any specific
adjustments were required in arriving at the final provision
given the uncertainty of COVID-19. This involved critically
assessing whether COVID-19 and other events could have a
material impact on the recoverability of the advances.
• Assessing transparency: We assessed the adequacy of the
Group’s disclosures concerning the degree of estimation
involved in arriving at the final unearned advance position.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of
the design of these controls indicated that we would not be
able to obtain the required evidence to support reliance on
controls.
Our results
We found the resulting estimate of the carrying value of
advances to be acceptable (2020: acceptable)
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Parent: Recoverability of parent Company’s investment in subsidiaries - £81.2m (2020: £81.2m)
Refer to page 105 (Audit Committee Report), note 32 on page 188 (accounting policy) and note 36 on page 191 (financial
disclosures) Risk vs 2020 . The risk rating for this key audit matter has been increased as the coronavirus pandemic has increased
the level of uncertainty in forecast trading.
The carrying amount of the parent Company’s investments
in subsidiaries represents 38.0% (2020: 43.7%) of the parent
Company’s total assets. Their recoverability is at risk of
misstatement and subject to significant judgement. Due to
their materiality in the context of the parent Company financial
statements, this is considered to be the area that had the
greatest effect on our overall parent Company audit.
The effect of these matters is that, as part of our risk
assessment, we determined that the carrying amount of the
parent Company’s investments in subsidiaries has a high degree
of estimation uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial
statements as a whole, and possibly many times that amount.
Our procedures included:
• Tests of detail: Compared the carrying amount of 100% of
the investment balance with the relevant subsidiaries’ value
in use and considering if the value in use was in excess of
their carrying amount. We also assessed whether those
subsidiaries have historically been profit-making.
• Benchmarking assumptions: We challenged the Group’s
assumptions by comparing to externally derived data in
relation to key inputs such as projected economic growth.
• Sensitivity analysis: We performed breakeven analysis
on the discount rate and profit levels and considered the
likelihood that the drivers of breakeven would arise.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of
the design of these controls indicated that we would not be
able to obtain the required evidence to support reliance on
controls.
Our results
We found the Group’s assessment of the recoverability of the
parent Company’s investment in subsidiaries to be acceptable
(2020: acceptable).
We continue to perform procedures over the going concern basis of preparation. However, following cash generation of £25.2m in the
year and a share issue of £8m in the year, resulting in cash and cash equivalents of £54.5m (FY20: £31.3m) we have not assessed this
as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year.
3 Our application of materiality and an overview of the scope of our audit
Materiality
Materiality for the group financial statements as a whole was set at £667,000 (2020: £606,000), determined with reference to a benchmark
of group profit before tax, normalised by averaging over the last three years due to fluctuations in the business environment, of
£14,209,000 (2020: profit before tax of £13,229,000), of which it represents 4.7%% (2020: 4.6%% of 2020 profit before tax).
Component materiality of £566,000 (2020: £515,000) has been applied to the audit of the parent company. This is lower than the
materiality we would otherwise have determined by reference to total revenue normalised by averaging over the last three years
due to fluctuation in the business environment. It represents 0.86% of this amount (2020: 4.2% of profit before tax). We consider
normalised total revenue to be the most appropriate benchmark because it provides a more stable measure of the parent company’s
performance year on year than profit before tax.
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in
individual account balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75%% (2020: 65%%) of materiality for the financial statements as a whole, which equates to
£500,000 (2020: £393,000) for the group and £425,000 (2020: £334,000) for the parent company. We applied this percentage in our
determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £33,350 (2020:
£30,000), in addition to other identified misstatements that warranted reporting on qualitative grounds.
136
www.bloomsbury.comBloomsbury Publishing Plc Scope
Of the group’s 4 (2020: 4) reporting components, we subjected 2 (2020: 2) to full scope audits for group purposes. The components
within the scope of our work accounted for the following percentages of the group’s results:
Audits for group reporting purposes
Group
revenue
92%
Total profits and losses
that made up group
profit before tax
87%
Group total
assets
94%
The remaining 8% (2020: 10%) of total group revenue, 13% (2020: 6%) of group profit before tax and 6% (2020: 6%) of total group
assets is represented by 2 (2020: 2) reporting components, none of which individually represented more than 8% (2020: 7%) of any of
total group revenue, group profit before tax or total group assets.
For the residual 2 components, we performed analysis at an aggregated group level to re-examine our assessment that there were no
significant risks of material misstatement within these.
The Group team set the following component materialities, having regard to the mix of size and risk profile of the Group across the
components:
UK £566,000 (2020: £515,000)
USA £433,000 (2020: £393,000)
The work on both components and the parent Company was performed by the Group team.
4 Going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group
or the Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position
means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt
over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going
concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and Company’s financial resources or ability to continue operations over
the going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial
resources over this period were:
•
lower than expected trading volumes resulting from the continued impact of COVID-19 and;
• failure of key counterparties in the supply chain including key distributors
We considered whether these risks could plausibly affect the liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Group’s current and
projected cash (a reverse stress test).
Our procedures also included:
• Critically assessing assumptions in base case and downside scenarios relevant to liquidity in particular in relation to expected
trading volumes by comparing to historical trends in severe economic situations and overlaying knowledge of the entities plans
based on approved budgets and our knowledge of the entity and the sector in which it operates.
• Comparing past budgets to actual results to assess the directors’ track record of budgeting accurately.
• Critically evaluating whether the going concern disclosure in note 2 to the financial statements gives a full and accurate description
of the directors’ assessment of going concern, including the identified risks and dependencies.
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Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going
concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the directors’ statement in note 2 to the financial statements on
the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and
Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable;
and
• the related statement under the Listing Rules set out on page 93 is materially consistent with the financial statements and our audit
knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the
Company will continue in operation.
5 Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive
or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors, the audit committee, and inspection of policy documentation as to the Group’s high-level policies and
procedures to prevent and detect fraud, and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of
any actual, suspected or alleged fraud.
• Reading Board and audit committee minutes.
• Considering remuneration incentive schemes and performance targets for management and directors.
• Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit targets in the current or subsequent
financial year we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue
recognition, in particular the risk that print revenue is over or under stated due to inaccurate forecasts of returns, the risk that Group
management may be in a position to make inappropriate accounting entries, and the risk of bias in accounting estimates.
We did not identify any additional fraud risks.
Further detail in respect of the revenue return provision is set out in the key audit matter disclosures in section 2 of this report.
We performed procedures including:
•
Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting
documentation. These included testing any unexpected journal entries posted to cash.
• Assessing significant accounting estimates for bias.
• Performing substantive testing over adjustments made to the revenue returns provision to critically assess that these adjustments
were appropriate.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements
from our general commercial and sector experience and through discussion with the directors and other management (as required by
auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with
laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit.
138
www.bloomsbury.comBloomsbury Publishing Plc The potential effect of these laws and regulations on the financial statements varies considerably.
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation
(including related companies legislation), distributable profits legislation, consumer rights legislation and taxation legislation and we
assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Whilst the Group is subject to many other laws and regulations, we did not identify any others where the consequences of non-
compliance alone could have a material effect on amounts or disclosures in the financial statements. Auditing standards limit
the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other
management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not
disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements
in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.
For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the
financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with
all laws and regulations.
6 We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work,
the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on
that work we have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’ report;
•
•
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation within the viability statement page 54 that they have carried out a robust assessment of the emerging
and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and
liquidity;
• the Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being
managed and mitigated; and
• the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they
have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
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We are also required to review the viability statement, set out on page 54 under the Listing Rules. Based on the above procedures, we
have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit.
As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a
guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate
governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our
audit knowledge:
• the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business
model and strategy;
• the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit
committee considered in relation to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control
systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
7 We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
140
www.bloomsbury.comBloomsbury Publishing Plc 8 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 92, the directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group
and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using
the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
9 The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we
have formed.
Anna Barrell (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 Snowhill
Snowhill Queensway
Birmingham
B4 6GH
02 June 2021
141
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Consolidated Income Statement
For the year ended 28 February 2021
Revenue
Cost of sales
Gross profit
Marketing and distribution costs
Administrative expenses
Share of result of joint venture
Operating profit before highlighted items
Highlighted items
Operating profit
Finance income
Finance costs
Profit before taxation and highlighted items
Highlighted items
Profit before taxation
Taxation
Profit for the year attributable to owners of the Company
Earnings per share attributable to owners of the Company
Basic earnings per share
Diluted earnings per share
The notes on pages 147 to 184 form part of these consolidated financial statements.
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
185,136
(85,533)
99,603
(23,393)
(58,267)
(110)
19,637
(1,804)
17,833
120
(604)
19,153
(1,804)
17,349
(3,652)
13,697
162,772
(74,978)
87,794
(21,373)
(52,949)
–
15,947
(2,475)
13,472
270
(513)
15,704
(2,475)
13,229
(2,728)
10,501
16.94p
16.71p
13.58p
13.40p
Notes
3
4
4
6
6
4
7
9
9
142
www.bloomsbury.comBloomsbury Publishing Plc Consolidated Statement of Comprehensive Income
For the year ended 28 February 2021
Profit for the year
Other comprehensive income
Items that may be reclassified to the income statement:
Exchange differences on translating foreign operations
Items that may not be reclassified to the income statement:
Remeasurements on the defined benefit pension scheme
Other comprehensive income for the year net of tax
Total comprehensive income for the year attributable to the owners of the Company
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
13,697
10,501
(2,877)
856
89
(2,788)
10,909
(115)
741
11,242
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is
disclosed in note 7.
143
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Consolidated Statement of Financial Position
As at 28 February 2021
Assets
Goodwill
Other intangible assets
Investments
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Trade and other receivables
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Retirement benefit obligations
Deferred tax liabilities
Lease liabilities
Provisions
Total non-current liabilities
Trade and other liabilities
Lease liabilities
Current tax liabilities
Provisions
Total current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Translation reserve
Other reserves
Retained earnings
Total equity attributable to owners of the Company
28 February
2021
£’000
29 February
2020
£’000
Notes
11
12
13
14
15
16
18
17
18
24
16
26
21
19
26
21
22
22
22
22
22
44,688
21,337
162
1,846
11,433
3,904
1,005
84,375
26,774
93,542
54,466
174,782
259,157
14
2,386
11,135
232
13,767
74,341
1,808
456
536
77,141
90,908
168,249
1,020
47,319
6,630
9,623
103,657
168,249
45,030
21,630
516
1,914
13,343
2,756
1,237
86,426
27,164
84,805
31,345
143,314
229,740
185
2,347
12,945
182
15,659
61,844
1,585
328
651
64,408
80,067
149,673
942
39,388
9,507
7,778
92,058
149,673
The financial statements were approved by the Board of Directors and authorised for issue on 2 June 2021.
J N Newton
Director
P Scott-Bayfield
Director
144
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Consolidated Statement of Changes in Equity
For the year ended 28 February 2021
At 28 February 2019
Profit for the year
Other comprehensive income
Exchange differences on translating
foreign operations
Remeasurements on the defined
benefit pension scheme
Total comprehensive income for
the year
Transactions with owners
Dividends to equity holders of the
Company
Share options exercised
Deferred tax on share-based
payment transactions
Share-based payment transactions
Total transactions with owners of
the Company
At 29 February 2020
Profit for the year
Other comprehensive income
Exchange differences on translating
foreign operations
Remeasurements on the defined
benefit pension scheme
Total comprehensive income for
the year
Transactions with owners
Issue of share capital
Bonus issue of share capital
Dividends to equity holders of the
Company
Purchase of shares by the Employee
Benefit Trust
Share options exercised
Deferred tax on share-based
payment transactions
Share-based payment transactions
Total transactions with owners of
the Company
At 28 February 2021
Share
capital
£’000
942
–
Share
premium
£’000
Translation
reserve
£’000
39,388
–
8,651
–
Merger
reserve
£’000
1,803
–
Capital
redemption
reserve
£’000
22
–
Share-
based
payment
reserve
£’000
6,095
–
Own
shares held
by EBT
£’000
Retained
earnings
£’000
Total
equity
£’000
(802)
–
87,639 143,738
10,501
10,501
–
–
–
–
–
–
–
–
–
–
–
–
–
–
856
–
856
–
–
–
–
–
–
–
–
–
–
–
–
942
–
–
39,388
–
–
9,507
–
–
1,803
–
–
–
–
–
–
–
(2,877)
–
(2,877)
47
31
7,931
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
22
–
–
–
–
–
–
–
–
–
–
–
78
1,020
7,931
47,319
–
6,630
–
1,803
–
22
–
–
–
–
–
–
629
629
6,724
–
–
–
–
–
–
–
–
–
–
–
–
–
31
–
–
–
856
(115)
(115)
10,386
11,242
(6,009)
(4)
(6,009)
27
46
–
46
629
31
(771)
–
(5,307)
(5,967)
92,058 149,673
13,697
13,697
–
–
–
–
–
–
–
(2,877)
89
89
13,786
10,909
–
(31)
7,978
–
(1,045)
(1,045)
(674)
1,298
–
(1,114)
(674)
184
–
1,221
1,221
7,945
–
–
3
–
3
1,221
7,667
(2,187)
624
(147) 103,657 168,249
145
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Consolidated Statement of Cash Flows
For the year ended 28 February 2021
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
Notes
13,697
10,501
14
15
12
13
6
6
13
23
7
20
20
20
20
20
20
20
20
473
1,806
5,485
300
(120)
604
110
1,416
3,652
27,423
(357)
(11,281)
13,789
29,574
(4,406)
25,168
(422)
(3,804)
–
(1,547)
(56)
110
(5,719)
(1,045)
(674)
184
7,978
(1,451)
(442)
(149)
4,401
23,850
31,345
(729)
54,466
502
1,775
4,301
–
(270)
513
7
761
2,728
20,818
(620)
(4,385)
2,489
18,302
(1,706)
16,596
(294)
(3,137)
(310)
(1,213)
(223)
254
(4,923)
(6,009)
–
27
–
(1,531)
(492)
(3)
(8,008)
3,665
27,580
100
31,345
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible assets
Impairment of investments
Finance income
Finance costs
Share of loss of joint venture
Share-based payment charges
Tax expense
Increase in inventories
Increase in trade and other receivables
Increase in trade and other liabilities
Cash generated from operating activities
Income taxes paid
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of business, net of cash acquired
Purchase of rights to assets
Purchase of share in a joint venture
Interest received
Net cash used in investing activities
Cash flows from financing activities
Equity dividends paid
Purchase of shares by the Employee Benefit Trust
Proceeds from exercise of share options
Proceeds from share issue
Repayment of lease liabilities
Lease liabilities interest paid
Other interest paid
Net cash generated from/ (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (loss)/gain on cash and cash equivalents
Cash and cash equivalents at end of year
146
www.bloomsbury.comBloomsbury Publishing Plc
Notes to the Financial Statements
Accounting Policies
1. Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s registered
office can be found on page 201. The consolidated financial statements of the Company as at and for the year ended 28 February
2021 comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in the
publication of books and other related services.
2. Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the periods presented unless otherwise stated.
a) Statement of compliance
These Group financial statements were prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and these Group financial statements were also prepared in accordance with international
financial reporting standards (“IFRS”) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
b) Basis of preparation
The consolidated financial statements have been prepared under the historical cost convention and on a going concern basis.
c) Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out
in the Strategic Report on pages 13 to 81. The financial position of the Group, its cash flows and liquidity position are described in
the Financial Review on pages 44 to 47. In addition, note 25 to the financial statements includes the Group’s objectives, policies and
processes for managing its capital, its financial risk management objectives, details of its financial instruments, and its exposures to
credit risk and liquidity risk.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence at least 12
months from the date of approval of the financial statements, being the period of the detailed going concern assessment reviewed by
the Board, and therefore continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.
The Board has modelled a severe but plausible downside scenario, including the impact of coronavirus. This assumes:
• Print revenues are reduced by 25% - 50% during 2021/22, with recovery during 2022/23;
• Downside assumptions about extended debtor days during 2021/22, with recovery during 2022/23;
• Cash preservation measures implemented and variable costs reduced.
Under this severe but plausible downside scenario, the Group has sufficient liquidity to be able to manage these downside
assumptions. Details of the bank facility and its covenants are shown in note 25c.
d) Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected. Critical judgements and areas where the use of estimates is
significant are disclosed in note 2w.
e) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Group during the year ended
28 February 2021. The table below summarises the impact of these changes to the Group:
Accounting standard
Description of change
Impact on financial statements
The standards and amendments have not had a
material impact on the Group. Additional disclosure
has been provided where relevant.
Other standards
A number of other new standard and amendments
to standards and interpretations are effective for
annual periods beginning after 1 January 2020
including:
• Amendment to IFRS 16 Leases: Covid-19-Related
Rent Concessions
• Amendments to IFRS 3 Business Combinations:
Definition of a Business
• Amendments to IFRS 9, IAS 39 and IFRS 7: Interest
Rate Benchmark Reform
• Amendments to IAS 1 and IAS 8: Definition of
Material
• Amendments to References to the Conceptual
Framework in IFRS Standards
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Stock code: BMYAnnual Report and Accounts 2021Financial Statements Notes to the Financial Statements
Accounting Policies continued
The Group has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standard
Description of change
Impact on financial statements
Other standards
A number of other new standards and amendments
to standards and interpretations are effective for
annual periods beginning after 1 January 2021 and
have not been applied in preparing these financial
statements.
The Directors do not anticipate the application
of these standards and amendments will have a
material impact on the Group’s consolidated financial
statements.
f) Basis of consolidation
i. Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is
transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from
its activities.
The Group measures goodwill at the acquisition date as:
• The fair value of consideration transferred; plus
• The recognised amount of any non-controlling interest in the acquiree; less
• The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
Where the excess is negative, a bargain purchase gain is recognised immediately in the income statement.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognised in the income statement.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with the
business combination are expensed as incurred.
Any contingent consideration payable is measured and recognised at fair value at the acquisition date. Subsequent changes to the fair
value of contingent consideration are recognised in the income statement.
ii. Subsidiaries
The consolidated financial statements comprise the financial information of the Company and its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the
date on which control ceases.
Accounting policies of subsidiaries are aligned with accounting policies adopted by the Group to ensure consistency.
All subsidiaries except Bloomsbury Publishing India Private Limited have a reporting period end of 28 February. Bloomsbury Publishing
India Private Limited has a reporting period end of 31 March, which aligns with the Indian Government’s financial year.
iii. Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-controlling
interests and the other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the
former subsidiary is measured at fair value when control is lost.
iv. Transactions eliminated on consolidation
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated.
Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the
Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains but only to the extent that there
is no evidence of impairment.
v. Joint ventures
Joint ventures are entities in which the Group holds an interest on a long-term basis and has rights to the net assets through
contractually agreed sharing of control. Investments in joint ventures are accounted for by the equity method and are initially
recognised at the fair value of consideration transferred.
The Group’s share of its joint venture’s post acquisition profit or losses is recognised in the income statement.
The Group’s share of its joint venture’s results is recognised as a component of operating profit as these operations form part of the
core publishing business of the Group and are an integral part of the existing wholly-owned business. The cumulative post-acquisition
profit or loss is adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture equals
or exceeds its interest in the joint venture, the Group does not recognise further losses unless the Group has incurred obligations or
made payments on behalf of the joint venture.
148
www.bloomsbury.comBloomsbury Publishing Plc g) Revenue
Revenue represents the fair value of consideration received from the provision of goods, services and rights falling within the Group’s
ordinary activities, after deduction of trade discounts, value added tax and anticipated returns.
Where the goods or services promised within a contract are distinct, they are identified as separate performance obligations and
are accounted for separately. Where contractual arrangements consist of two or more performance obligations, such as access to
multiple titles, the transaction price is allocated between the distinct performance obligations on the basis of their relative stand-alone
selling prices.
i. Print:
• Print sales: Revenue from the sale of printed books is recognised at the point in time when control passes. This is generally at
the point of shipment when title passes to the customer, when the Group has a present right to payment and has satisfied the
relevant performance obligations under the contract.
A provision for anticipated returns is made based primarily on historical return rates in each territory. If these do not reflect actual
returns in future periods, then revenues could be understated or overstated for a particular period. The provision for anticipated
future sales returns is recognised in trade and other liabilities in the statement of financial position.
ii. Digital:
• Ebook sales: Revenue from ebook sales is recognised when content is delivered i.e. access has been given to the customer.
• Subscription income: Revenue is generated from customers through the sale of digital materials to educational establishments,
libraries and professionals. Revenue for digital subscriptions is derived from the periodic subscription or update of the product.
Revenue is recognised on a straight-line basis over the period of subscription or if less the expected useful economic life of the
product, unless the product is downloadable or the goods or services are not delivered in a consistent manner over time, in
which case revenue is recognised based on the value received by the customer.
iii. Rights and services
• Revenue from the licence of publishing and distribution rights, including film, paperback, electronic, overseas publishing rights,
and sponsorship, is recognised when the Group has provided the associated material and collectability is probable.
• Management services contracts: Revenue is primarily generated from multi-year contractual arrangements related to the delivery
of online platform build, editorial and management services. Revenue is recognised over time based on contractual milestones
as the customer gains benefit from the assets created or services provided.
h) Government grants
Government grants that are receivable as compensation for expenses or losses already incurred are not recognised in profit or loss
until there is assurance that the Group will comply with the conditions attached to them and that the grants will be received.
i) Foreign currencies
i. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”). These consolidated financial statements are presented in sterling
as this is the most representative currency of the Group’s operations. All financial information presented in sterling has been rounded
to the nearest thousand except where otherwise stated.
ii. Transactions and balances
Transactions in currencies other than the functional currency are recorded in the functional currency at the rates of exchange prevailing
on the dates of the transactions. Assets and liabilities in foreign currencies are translated into sterling at closing rates of exchange at
the date of the statement of financial position.
Exchange differences are charged or credited to the income statement within administrative expenses.
iii. Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
•
Income and expenses are translated at the average exchange rates over the period; and
• All resulting exchange differences are recognised in other comprehensive income and presented in the translation reserve in equity.
On disposal of a foreign entity these exchange differences are recycled to the income statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate. Exchange differences arising are recognised in equity.
149
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Notes to the Financial Statements
Accounting Policies continued
j) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
i. Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted at the reporting date.
The Group recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are likely to become due,
which require judgement. Amounts are accrued based on the Director’s interpretation of specific tax law in the relevant country and
the likelihood of settlement. The Directors use in-house tax experts, professional firms and previous experience when assessing tax
risks. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the current tax and deferred tax provisions in the period in which such determination is made.
ii. Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences
to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the
Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be generated to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled
based upon tax rates that have been enacted or substantively enacted by the end of the reporting period.
iii. Current and deferred tax for the year
Current and deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly
to other comprehensive income or equity, in which case the deferred tax is also recognised in other comprehensive income or equity
respectively.
k) Goodwill and other intangible assets
i. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2f)i)
less accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently where there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in
profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or
loss on disposal.
ii. Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and accumulated impairment losses.
Except for goodwill and assets under construction, intangible assets are amortised on a straight-line basis in the income statement
over their expected useful lives by equal annual instalments at the following rates:
Publishing relationships
Imprints
Subscriber and customer relationships — 7% to 9% per annum
Trademarks
Product and systems development
— 5% to 21% per annum
— 3% to 10% per annum
— over the life of the trademark
— 14% to 50% per annum
Assets under construction relate to the costs of developing a product, typically an online platform, which is yet to go live.
150
www.bloomsbury.comBloomsbury Publishing Plc Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if appropriate.
iii. Product and systems development
Costs that are directly associated with the purchase and implementation of systems, such as software products, are recognised as
intangible assets. Likewise, costs incurred in developing a product, typically an online platform, are recognised as intangible assets.
Expenditure is only capitalised if costs can be measured reliably, the product is technically and commercially feasible, future economic
benefits are probable and the Group has sufficient resources to complete development and use the asset.
l) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment loss.
Property, plant and equipment are depreciated in order to write down their cost less residual value using the straight-line method over
their expected useful lives at the following rates:
— over the remaining life of the lease
Short leasehold improvements
Furniture and fittings
— 10% per annum
Computers and other office equipment — 20% per annum
— 25% per annum
Motor vehicles
Depreciation is prorated in the years of acquisition and disposal of an asset. The estimated useful lives, residual value and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise
from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.
m) Leases
The Group assessed whether a contract contains a lease at the inception of the contract. A contract is, or contains a lease, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group
recognises a right-of-use asset and a lease liability at the lease commencement date with respect to all lease arrangements except for
short-term leases (leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the lease payments
are recognised as an operating expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct costs
incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. The right-of-use asset is
subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of
the asset or the end of the lease term. The Group applies IAS 36 to determine whether a right-of-use asset is impaired. The lease
liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. The lease
liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease
payments arising from a change in an index or a rate or a change in the Group’s assessment of whether it will exercise an extension or
termination option. When the lease liability is remeasured, a corresponding adjustment is made to the right-of-use asset.
Management uses judgement to determine the lease term where extension and termination options are available within the lease.
n) Impairment of tangible and intangible assets excluding goodwill
At the end of each reporting period the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments and the risks specific
to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of
the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income
statement.
o) Inventories
The cost of work in progress and finished goods represents the amounts invoiced to the Group for origination, paper, printing and
binding. Inventories are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost
method. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs
necessary to make the sale. Provisions are made for slow-moving and obsolete stock.
151
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Notes to the Financial Statements
Accounting Policies continued
p) Royalty advances to authors
Advances of royalties to authors are included within current receivables when the advance is paid less any provision required to
adjust the advance to its net realisable value. The royalty advance is expensed at the contracted royalty rate as the related revenues
are earned.
q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the
effect of the time value of money is material).
r) Financial instruments
Financial assets and financial liabilities are recognised when the Group has become a party to the contractual provisions of the
instrument. The Group’s financial assets and liabilities are as below:
Trade receivables
Trade receivables and other receivables are measured on initial recognition at fair value, and are subsequently measured at amortised
cost using the effective interest rate method, less any impairment. Following the adoption of IFRS 9, provisions for bad and doubtful
debts are based on the expected credit loss model. The “simplified approach” is used with the expected loss allowance measured at
an amount equal to the lifetime expected credit losses.
Cash and cash equivalents
Cash and cash equivalents in the statement of cash flows comprise cash in hand and at bank, other short-term deposits held by the
Group and overdrafts. Bank overdrafts are included in current liabilities in the statement of financial position.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An
equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Trade payables
Trade payables are not interest bearing and are initially recognised at fair value and subsequently at amortised cost using the effective
interest method.
s) Employee benefits
i. Defined contribution plans
Pension costs relating to defined contribution pension schemes are recognised in the income statement in the period for which related
services are rendered by the employee.
ii. Defined benefit plans
Until 1997, a subsidiary company operated a defined benefit pension scheme. The retirement obligation recognised in the statement
of financial position represents the net of the present value of the defined benefit obligation and the fair value of plan assets at
the statement of financial position date. The defined benefit obligation is calculated annually by independent actuaries using the
projected unit credit method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity
in other comprehensive income in the period in which they arise. Net interest is calculated by applying the discount rate to the net
defined benefit obligation and is presented as finance costs or finance income.
iii. Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of
withdrawal, to a formal detailed plan either to terminate employment before the normal retirement date, or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy.
iv. Share-based payment transactions
The Group issues equity-settled share-based payment instruments to certain employees. Equity-settled share-based payment
transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based
payments is charged to the income statement on a straight-line basis over the vesting period, based on the Group’s estimate of the
shares that will eventually vest.
Options granted under the Company Share Option Plan and Sharesave Plan are equity-settled. The fair values of such options have
been calculated using the Black-Scholes model based on publicly available market data.
152
www.bloomsbury.comBloomsbury Publishing Plc Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2017, 2018 or 2019, 50% of
any award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share. Awards
granted in 2020 are subject to the following performance conditions; Earnings Per Share (60%), Non-Consumer operating profit (15%),
Consumer operating profit (15%) and BDR revenue (10%). The fair value of this element of the awards is calculated using the Black-
Scholes model. Where the awards are subject to a holding period, we have used the Chaffe model to determine a discount for lack of
marketability.
t) Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their benefits and
risks. The Group considers the trust to be substantially under its control and so consolidates the financial information of the trust as
stated in note 2f. The Group records the assets and liabilities of the trust as its own and shares held by the trust are recorded at cost as
a deduction from Shareholders’ equity. Finance costs and administrative expenses are charged as they accrue.
u) Segmental reporting
Operating segments, which have not been aggregated, are reported in a manner that is consistent with the internal reporting
provided to the Chief Executive Officer (“CEO”), regarded as the Chief Operating Decision Maker.
The CEO views the Group primarily from a nature of business basis, reflecting the divisional performance of Consumer, made up of
Children’s Trade and Adult Trade, and Non-Consumer, made up of Academic & Professional and Special Interest. Segment results that
are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Performance is evaluated based on operating profit contributions using the same accounting policies as adopted for the Group’s
financial statements.
v) Dividends
Dividends are recognised as liabilities once they are appropriately authorised.
w) Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable
expectations of future events. The resultant estimates will, by definition, not necessarily equal the related actual results and may
require adjustment in subsequent accounting periods. The estimates and assumptions that may cause a material adjustment to the
carrying amount of assets and liabilities in the next financial year are:
i. Revenue recognition
Note 3 shows a breakdown of revenue by type.
This is a judgement because management is required to decide whether the revenue recognition criteria has been met for a contract.
Certain contracts entered into by the Group may include the licensing or outright sale of the Group’s intellectual property; the
provision of ongoing consultancy services; or a bundled combination of both.
The Group considers contractual terms and makes judgements in assessing when the triggers for revenue recognition have been met,
particularly that the Group has sufficiently fulfilled its performance obligations under the contract to allow revenue to be recognised
and the allocation of revenue between multiple deliverables.
ii. Book returns
The level of sales returns liability is set out in note 19.
Printed books are normally sold on a sale-or-return basis. The timing of returns of unsold books is uncertain. A provision is made
against sales for the expected future returns of books that have not occurred by the end of an accounting period. The sales returns
liability represents 8.1% of annual gross title sales (2020: 6.4%).
This is an estimate as it requires management to estimate the level of expected future returns. As books are returnable by customers,
the Group makes a provision against books sold in the accounting period which is then carried forward in anticipation of book returns
received subsequent to the period end. The provision is recorded by sub-division, and is based on the estimated time lag following a
sale before a return is made, based on the historic returns data. The provision is calculated by reference to historical returns rates and
expected future returns.
If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a particular
period. In note 19 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in the year.
153
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Notes to the Financial Statements
Accounting Policies continued
iii. Author advances
Trade and other receivables in the Group Statement of Financial Position, in note 18, include royalty advances (i.e. net unearned
advances to authors). A provision is made against gross advances (paid and payable) to the extent that they are not expected to be
fully earned from anticipated future sales of a title and subsidiary rights receivable.
This is an estimate as it requires management to estimate the future sales of a title. The Directors review all royalty advances for
triggers indicating that a provision may be required and additionally at the end of each financial year a review is carried out on
advances for all published titles where the initial publication date is 12 months or earlier from the year end date to assess if a provision
is required.
If it is unlikely that royalties from future title sales and subsidiary rights will fully earn down the advance, a provision is made in the
income statement on a title-by-title basis, with regard to historical net sales, expected future net sales and taking account of the
lifecycle of a book, for the difference between the carrying value and the anticipated recoverable amount from future earnings.
In note 4, we have disclosed the provision made against advances in the year.
iv. Impairment reviews
The carrying value of goodwill arising on the acquisition of companies (or groups of companies) by the Group is set out in note 11.
This is an estimate as it requires an estimation of future cash flows relating to each CGU. IFRS require management to undertake an
annual test for impairment of indefinite life assets and, for finite life assets, to test for impairment if events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The Group currently undertakes an annual impairment test
covering goodwill and other indefinite life assets and also reviews finite life assets to consider whether a full impairment review
is required.
Intangible assets recoverability is an area involving management judgement, requiring assessment as to whether the carrying value of
assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have
been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required
to be made. Note 11 details the assumptions used and sensitivities analysis performed on the value in use calculations.
154
www.bloomsbury.comBloomsbury Publishing Plc 3. Revenue and segmental analysis
The Group is comprised of two worldwide publishing divisions: Consumer and Non-Consumer, reflecting the core customers for our
different operations. The Consumer Division is further split out into two operating segments: Children’s Trade and Adult Trade. Non-
Consumer is split between two operating segments: Academic & Professional, and Special Interest.
Each reportable segment represents a cash-generating unit for the purpose of impairment testing. We have allocated goodwill
between reportable segments. These divisions are the basis on which the Group primarily reports its segment information. Segments
derive their revenue from book publishing, sale of publishing and distribution rights, management and other publishing services.
The analysis by segment is shown below:
Year ended 28 February 2021
External revenue
Cost of sales
Gross profit
Marketing and distribution costs
Contribution before administrative
expenses
Administrative expenses excluding
highlighted items
Share of result of joint venture
Operating profit/(loss) before
highlighted items/segment results
Amortisation of acquired intangible
assets
Other highlighted items
Operating profit/(loss)
Finance income
Finance costs
Profit/(loss) before taxation and
highlighted items
Amortisation of acquired intangible
assets
Other highlighted items
Profit/(loss) before taxation
Taxation
Profit/(loss) for the year
Operating profit/(loss) before
highlighted items/segment results
Depreciation
Amortisation of internally generated
intangibles
EBITDA before highlighted items
Children’s
Trade
£’000
74,599
(37,128)
37,471
(9,386)
Adult
Trade
£’000
43,761
(20,812)
22,949
(6,278)
Consumer
£’000
118,360
(57,940)
60,420
(15,664)
Academic &
Professional
£’000
44,307
(16,767)
27,540
(4,678)
Special
Interest
£’000
22,469
(10,826)
11,643
(3,051)
Non-
Consumer
£’000
66,776
(27,593)
39,183
(7,729)
28,085
16,671
44,756
22,862
8,592
31,454
Unallocated
£’000
–
–
–
–
–
Total
£’000
185,136
(85,533)
99,603
(23,393)
76,210
(17,543)
–
(12,706)
–
(30,249)
–
(18,494)
–
(7,420)
–
(25,914)
–
(300)
(110)
(56,463)
(110)
10,542
3,965
14,507
4,368
1,172
5,540
(410)
19,637
–
–
10,542
–
(161)
(17)
–
3,948
–
(105)
(17)
–
14,490
–
(266)
(1,578)
–
2,790
51
(117)
(214)
–
958
–
(59)
(1,792)
–
3,748
51
(176)
–
5
(405)
69
(162)
(1,809)
5
17,833
120
(604)
10,381
3,860
14,241
4,302
1,113
5,415
(503)
19,153
–
–
10,381
–
10,381
10,542
912
446
11,900
(17)
–
3,843
–
3,843
3,965
528
383
4,876
(17)
–
14,224
–
14,224
14,507
1,440
829
16,776
(1,578)
–
2,724
–
2,724
4,368
556
2,586
7,510
(214)
–
899
–
899
1,172
283
261
1,716
(1,792)
–
3,623
–
3,623
5,540
839
2,847
9,226
–
5
(498)
(3,652)
(4,150)
(410)
–
–
(410)
(1,809)
5
17,349
(3,652)
13,697
19,637
2,279
3,676
25,592
155
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 3. Revenue and segmental analysis continued
Children’s
Trade
£’000
Year ended 29 February 2020
Adult Trade
£’000
Consumer
£’000
External revenue
Cost of sales
Gross profit
Marketing and distribution costs
Contribution before administrative
expenses
Administrative expenses excluding
highlighted items
Operating profit before highlighted
items/segment results
Amortisation of acquired intangible
assets
Other highlighted items
Operating profit/(loss)
Finance income
Finance costs
Profit before taxation and
highlighted items
Amortisation of acquired intangible
assets
Other highlighted items
Profit/(loss) before taxation
Taxation
Profit/(loss) for the year
Operating profit before highlighted
items/segment results
Depreciation
Amortisation of internally generated
intangibles
EBITDA before highlighted items
Total assets
Children’s Trade
Adult Trade
Academic & Professional
Special Interest
Unallocated
Total assets
59,354
(30,840)
28,514
(8,269)
37,416
(19,627)
17,789
(5,619)
96,770
(50,467)
46,303
(13,888)
Academic &
Professional
£’000
43,123
(13,606)
29,517
(4,636)
Special
Interest
£’000
22,879
(10,905)
11,974
(2,849)
Non-
Consumer
£’000
66,002
(24,511)
41,491
(7,485)
20,245
12,170
32,415
24,881
9,125
34,006
(12,845)
(10,503)
(23,348)
(19,975)
(7,151)
(27,126)
7,400
1,667
9,067
4,906
1,974
6,880
Unallocated
£’000
–
–
–
–
–
–
–
–
–
7,400
–
(110)
(18)
–
1,649
–
(94)
(18)
–
9,049
–
(204)
(1,504)
–
3,402
116
(201)
(214)
–
1,760
–
(88)
(1,718)
–
5,162
116
(289)
–
(739)
(739)
154
(20)
Total
£’000
162,772
(74,978)
87,794
(21,373)
66,421
(50,474)
15,947
(1,736)
(739)
13,472
270
(513)
7,290
1,573
8,863
4,821
1,886
6,707
134
15,704
–
–
7,290
–
7,290
7,400
821
360
8,581
(18)
–
1,555
–
1,555
1,667
515
210
2,392
(18)
–
8,845
–
8,845
9,067
1,336
570
10,973
(1,504)
–
3,317
–
3,317
4,906
626
1,817
7,349
(214)
–
1,672
–
1,672
1,974
315
178
2,467
(1,718)
–
4,989
–
4,989
6,880
941
1,995
9,816
–
(739)
(605)
(2,728)
(3,333)
–
–
–
–
(1,736)
(739)
13,229
(2,728)
10,501
15,947
2,277
2,565
20,789
28 February
2021
£’000
29 February
2020
£’000
10,361
7,495
58,527
12,773
170,001
259,157
11,016
6,747
59,128
13,492
139,357
229,740
Unallocated primarily represents centrally held assets including system development; property, plant and equipment; right-of-use
assets; receivables; and cash.
External revenue by source
Year ended 28 February 2021
Year ended 29 February 2020
United
Kingdom
£’000
117,429
104,440
North
America
£’000
53,872
42,415
Australia
£’000
11,084
11,107
India
£’000
2,751
4,810
Total
£’000
185,136
162,772
During the year, sales to one customer exceeded 10% of Group revenue (2020: one customer). The value of these sales was
£68,597,000 (2020: £43,405,000). This customer purchases from all operating segments and represents 13% (2020: 8%) of gross trade
receivables.
156
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued Analysis of non-current assets (excluding deferred tax assets) by geographic location
United Kingdom (country of domicile)
North America
Other
Total
The Group’s revenues by product type were as follows:
Year ended 28 February 2021
Print
Digital
Rights and services1
Total
Year ended 29 February 2020
Print
Digital
Rights and services1
Total
Children’s
Trade
£’000
63,708
7,636
3,255
74,599
Children’s
Trade
£’000
52,646
3,029
3,679
59,354
Adult
Trade
£’000
34,644
8,298
819
43,761
Adult
Trade
£’000
29,460
6,772
1,184
37,416
Consumer
£’000
98,352
15,934
4,074
118,360
Consumer
£’000
82,106
9,801
4,863
96,770
Academic &
Professional
£’000
23,267
19,015
2,025
44,307
Academic &
Professional
£’000
28,438
12,099
2,586
43,123
Special
Interest
£’000
18,200
2,730
1,539
22,469
Special
Interest
£’000
18,571
2,235
2,073
22,879
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
73,711
6,633
127
80,471
Non-
Consumer
£’000
41,467
21,745
3,564
66,776
Non-
Consumer
£’000
47,009
14,334
4,659
66,002
75,839
7,638
193
83,670
Total
£’000
139,819
37,679
7,638
185,136
Total
£’000
129,115
24,135
9,522
162,772
1 Rights and services revenue includes revenue from copyright and trademark licences, management contracts, advertising and publishing services.
Contract Balances
Online digital platforms sales within the Digital revenue stream generally entail customer billings at or near the contract’s inception
and accordingly Digital deferred income balances are primarily related to subscription performance obligations to be delivered over
time.
Ebook sales within the Digital revenue stream generally derived from ebook aggregators who provide periodic sales reports over time.
The extent of accrued income is related to the timing of receiving these reports.
Within the Rights and Services revenue stream are licenses for multiple-titles at a fixed price. As the performance obligations within
these arrangements are generally when the customer is granted access, the extent of accrued income will ultimately depend upon the
difference between revenue recognised and billings to date.
Refer to note 18 for opening and closing balances of accrued income. Refer to note 19 for opening and closing balances of deferred
income. Revenue recognised during the period from changes in deferred income was driven primarily by the release of revenue over
time from digital subscriptions and delivery of print books invoiced but not delivered in the previous financial year.
The below table depicts the remaining transaction price on unsatisfied or partially unsatisfied performance obligations from contracts
with customers as follows:
Year ended 28 February 2021
Print
Digital
Rights and services
Total
Sales
£’000
139,819
37,679
7,638
185,136
Deferred
income
£’000
526
4,197
5
4,728
Committed
sales
£’000
4,601
1,484
1,447
7,532
Total
remaining
transaction
price
£’000
5,127
5,681
1,452
12,260
2022
£’000
5,127
4,409
683
10,219
2023
£’000
–
654
532
1,186
2024
and later
£’000
–
618
237
855
157
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Sales
£’000
129,115
24,135
9,522
162,772
Deferred
income
£’000
550
2,697
16
3,263
Committed
sales
£’000
4,784
1,991
1,872
8,647
Total
remaining
transaction
price
£’000
5,334
4,688
1,888
11,910
2021
£’000
5,245
2,991
611
8,847
2022
£’000
89
646
570
1,305
2023
and later
£’000
–
1,051
707
1,758
Year ended 29 February 2020
Print
Digital
Rights and services
Total
4. Operating profit
Operating profit is stated after charging the following amounts:
Purchase of goods and changes in inventories
Auditor’s remuneration (see overleaf)
Depreciation of property, plant and equipment
Highlighted items (see below)
Provision made against advances
Exchange loss/(gain)
Loss allowance for financial assets
Staff costs (excluding termination benefits)
Highlighted items
Legal and other professional fees
Coronavirus onerous costs
Restructuring costs
Paycheck Protection Program grant
Other highlighted items
Amortisation of acquired intangible assets
Total highlighted items
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
47,802
360
473
1,804
3,656
924
1,934
39,940
43,722
331
502
2,475
5,464
(151)
349
34,868
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
203
–
1,076
(1,284)
(5)
1,809
1,804
461
180
98
–
739
1,736
2,475
Notes
17
14
5
Notes
12
Highlighted items charged to operating profit comprise significant non-cash charges and major one-off initiatives, which are
highlighted in the income statement because, in the opinion of the Directors, separate disclosure is helpful in understanding the
underlying performance and future profitability of the business.
All highlighted items are included in administrative expenses in the income statement.
For the year ended 28 February 2021, legal and other professional fees of £203,000 were incurred as a result of the Group’s ongoing
and completed acquisitions, including certain assets of Red Globe Press and Zed Books Limited. Restructuring costs primarily relate
to restructuring in both divisions. The Paycheck Protection Program grant was received from the US Government’s Small Business
Administration.
For the year ended 29 February 2020 legal and other professional fees of £461,000 were incurred as a result of the Group’s acquisition
of rights, primarily that of Oberon Books Limited and the joint venture; Beijing CYP & Gakken Education Development Co., Ltd.
Coronavirus onerous costs of £180,000 are irrecoverable costs crystallised in the year associated with book fairs and conferences that
have been cancelled due to the coronavirus. Restructuring costs relate to the acquisition of Oberon Books Limited and I.B. Tauris &
Co. Limited.
158
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
Auditor’s remuneration
Amounts payable to KPMG LLP and its associates in respect of both audit and non-audit services are as follows:
Fees payable to the Company’s Auditor
for the audit of the parent Company and
consolidated financial statements
Fees payable to the Company’s Auditor
and its associates for other services:
Audit of the Company’s subsidiaries
pursuant to legislation
Other services pursuant to legislation:
Interim review
Total
5. Staff costs
Staff costs, including Directors, during the year were:
Salaries (including bonuses)
Social security costs
Pension costs
Share-based payment charge
Staff costs (excluding termination benefits)
Termination benefits
Total
Year ended 28 February 2021
Year ended 29 February 2020
UK
£’000
Overseas
£’000
Total
£’000
UK
£’000
Overseas
£’000
Total
£’000
200
100
300
190
90
280
5
45
250
10
–
110
15
45
360
5
35
230
Notes
24
23
4
11
–
101
16
35
331
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
33,515
3,339
1,670
1,416
39,940
1,004
40,944
29,653
2,952
1,502
761
34,868
220
35,088
For the year ended 28 February 2021 £918,000 (year ended 29 February 2020: £16,000) of termination benefits are included within
highlighted items.
The average monthly number of employees during the year were:
Editorial, production and selling
Finance and administration
Total
Staff costs are charged to administrative expenses.
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
600
119
719
593
109
702
Three (2020: three) Directors were accruing benefits during the year under defined contribution pension arrangements.
159
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
5. Staff costs continued
Total emoluments for Directors was:
Short-term employee benefits
Post-employment benefits
Total
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
1,113
114
1,227
1,967
140
2,107
The Group considers key management personnel as defined under IAS 24 “Related Party Disclosures” to be the Directors of
the Company, this includes Non-Executive Directors, and those Directors of the global divisions, major geographic regions and
departments who are actively involved in strategic decision making.
Total emoluments for Executive Directors and other key management personnel were:
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
2,486
208
1,083
3,777
3,841
224
597
4,662
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
Notes
24
26
24
59
51
10
120
442
13
–
149
604
136
118
16
270
492
18
2
1
513
Short-term employee benefits
Post-employment benefits
Share-based payment charge
Total
6. Finance income and finance costs
Finance income
Interest on bank deposits
Other interest receivable
Interest income on pension plan assets
Total
Finance costs
Interest on lease liabilities
Interest cost on pension obligations
Interest on bank overdraft and loans
Other interest payable
Total
160
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
7. Taxation
a) Tax charge for the year
Current taxation
UK corporation tax
Current year
Adjustment in respect of prior years
Overseas taxation
Current year
Adjustment in respect of prior years
Deferred tax
UK
Origination and reversal of temporary differences
Adjustment in respect of prior years
Tax rate adjustment
Overseas
Origination and reversal of temporary differences
Adjustment in respect of prior years
Total taxation expense
b) Factors affecting tax charge for the year
The tax on the Group’s profit before tax differs from the standard rate of corporation tax in the United Kingdom of 19.00%
(2020: 19.00%). The reasons for this are explained below:
Profit before taxation
Profit on ordinary activities multiplied by the standard rate of corporation
tax in the UK of 19.00% (2020: 19.00%)
Effects of:
Non-deductible revenue expenditure
Non-taxable income
Movement in unrecognised temporary differences
Different rates of tax in foreign jurisdictions
Tax losses
Movement in deferred tax rate
Adjustment to tax charge in respect of prior years
Current tax
Deferred tax
Tax charge for the year before disallowable costs on highlighted items
Highlighted items
Disallowable costs
Disallowable credits
Tax charge for the year
Year ended
28 February 2021
Year ended
29 February 2020
£’000
17,349
%
100.0
£’000
13,229
3,296
19.0
2,514
80
(131)
(52)
444
217
132
289
(391)
3,884
38
(270)
3,652
0.5
(0.8)
(0.3)
2.6
1.2
0.8
1.7
(2.3)
22.4
0.2
(1.6)
21.0
153
–
47
142
(124)
–
(33)
(57)
2,642
86
–
2,728
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
Notes
16
2,865
(73)
1,742
362
4,896
(683)
–
132
(302)
(391)
(1,244)
3,652
2,513
(73)
462
40
2,942
14
–
–
(171)
(57)
(214)
2,728
%
100.0
19.0
1.1
–
0.4
1.1
(0.9)
–
(0.3)
(0.4)
20.0
0.6
–
20.6
161
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
7. Taxation continued
Different rates of tax in foreign jurisdictions is where we are paying tax at higher rates in the US and Australia as well as paying state
taxes in the US.
Tax losses relate to unrecognised tax losses being utilised against current year profits or losses in the year that have not been
recognised as deferred tax assets.
Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters which differs from expectations held
when the related provision was made. Where the outcome is more favourable than the provision made, the difference is released,
lowering the current year tax charge. Where the outcome is less favourable than our provision, an additional charge to current year tax
will occur.
The disallowable credits relate to the US Government Paycheck Protection Program grant.
We are not aware of any significant unprovided exposures that are considered likely to materialise.
c) Factors affecting tax charge for future years
Factors which may affect the future tax charges includes changes in tax legislation, transfer pricing regulations and the level and mix of
profitability in different countries.
The March 2020 UK Budget announced that a UK corporation tax rate of 19% would continue to apply with effect from 1 April 2020,
rather than reduce to 17%, and this change was substantively enacted on 17 March 2020 The net UK deferred tax liability has been
calculated based on this rate (29 February 2020: calculated based on 17% rate). This increased the Group’s current tax charge and
decreased the net deferred tax asset by £132,000.
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will
increase the company’s future current tax charge accordingly and decrease the net deferred tax asset by £207,000.
d) Tax effects of components of other comprehensive income
Exchange difference on translating foreign
operations
Remeasurements on the defined benefit
pension scheme
Other comprehensive income
8. Dividends
Before tax
2021
£’000
Tax charge
2021
£’000
After tax
2021
£’000
Before tax
2020
£’000
Tax charge
2020
£’000
After tax
2020
£’000
(2,877)
110
(2,767)
–
(2,877)
(21)
(21)
89
(2,788)
856
(138)
718
–
23
23
856
(115)
741
Amounts paid in the year
Prior period final dividend per share (2020: 6.75p)
Interim 1.28p dividend per share (2020: 1.28p)
Total dividend payments in the year
Amounts arising in respect of the year
Interim 1.28p dividend per share for the year (2020: 1.28p)
Proposed 7.58p final dividend per share for the year (2020: nil)
Proposed 9.78p special dividend per share for the year (2020: nil)
Total dividend 18.64p per share for the year (2020: 1.28p)
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
–
1,045
1,045
1,045
6,182
7,976
15,203
5,051
958
6,009
958
–
–
958
The Directors are recommending a final dividend of 7.58 pence per share and a special dividend of 9.78 pence per share, which,
subject to Shareholder approval at the Annual General Meeting, will be paid on 24 August 2021 to Shareholders on the register at
close of business on 26 July 2021.
For the year ended 29 February 2020, Bloomsbury made a bonus issue to Shareholders in lieu of, and with a value equivalent to, it’s
proposed final cash dividend of 6.89 pence per ordinary share.
162
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
9. Earnings per share
The basic earnings per share for the year ended 28 February 2021 is calculated using a weighted average number of Ordinary shares
in issue of 80,867,938 (2020: 77,344,388) after deducting shares held by the Employee Benefit Trust.
The diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares to take account of all
dilutive potential Ordinary shares, which are in respect of unexercised share options and the Performance Share Plan.
Weighted average shares in issue
Dilution
Diluted weighted average shares in issue
Profit after tax attributable to owners of the Company
Basic earnings per share
Diluted earnings per share
Adjusted profit attributable to owners of the Company
Adjusted basic earnings per share
Adjusted diluted earnings per share
Adjusted profit is derived as follows:
Profit before taxation
Amortisation of acquired intangible assets
Other highlighted items
Adjusted profit before tax
Tax expense
Deferred tax movements on goodwill and acquired intangible assets
Tax expense on other highlighted items
Adjusted tax
Adjusted profit
Year ended
28 February
2021
Number
Year ended
29 February
2020
Number
Restated*
80,867,938
1,082,577
81,950,515
77,344,388
1,026,939
78,371,327
£’000
13,697
16.94p
16.71p
£’000
15,310
18.93p
18.68p
£’000
10,501
13.58p
13.40p
£’000
12,720
16.45p
16.23p
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
17,349
1,809
(5)
19,153
3,652
(41)
232
3,843
15,310
13,229
1,736
739
15,704
2,728
202
54
2,984
12,720
The Group includes the benefit of tax amortisation of intangible assets within adjusted tax as this benefit more accurately aligns the
adjusted tax charge with the expected cash tax payments.
* Restatement of earnings per share due to the bonus issue of shares (note 10).
163
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 10. Restatement of earnings per share due to the bonus issue of shares in the period
On 28 August 2020 a bonus issue in lieu of final dividend of 2,513,674 Ordinary Shares of 1.25 pence each, were provided to
Shareholders on the register on the record date of 31 July 2020. This bonus issue was made to Shareholders in lieu of, and with a
value equivalent to, the final dividend Bloomsbury would have declared in the absence of coronavirus.
Basic earnings per share
Diluted earnings per share
Adjusted basic earnings per share
Adjusted diluted earnings per share
Weighted average number of shares used in basic earnings per share calculation
Weighted average number of shares used in diluted earnings per share calculation
11. Goodwill
Cost
At start of year
Exchange differences
At end of year
Impairment
At start of year
Exchange differences
At end of year
Net book value
At end of year
At start of year
Year ended
29 February
2020
(restated)
13.58p
13.40p
16.45p
16.23p
77,344,388
78,371,327
Year ended
29 February
2020
14.03p
13.84p
17.00p
16.77p
74,830,714
75,857,653
28 February
2021
£’000
29 February
2020
£’000
49,293
(346)
48,947
4,263
(4)
4,259
49,156
137
49,293
4,261
2
4,263
44,688
45,030
45,030
44,895
Goodwill is not amortised, but instead is subject to annual impairment reviews. Any impairment losses are recognised immediately in
the income statement.
Management has aligned the monitoring of goodwill to how it reviews the performance of the business. Goodwill is monitored by
management at the publishing division level. The following is a summary of goodwill allocation for each publishing division:
28 February
2021
£’000
29 February
2020
£’000
1,695
2,151
35,889
4,953
44,688
1,849
2,339
35,889
4,953
45,030
Children’s Trade
Adult Trade
Academic & Professional
Special Interest
Total
164
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
Impairment testing
The recoverable amount of the Group’s goodwill has been considered with regard to value-in-use calculations. These calculations use
the pre-tax future cash flow projections of each cash-generating unit (“CGU”) based on the Board’s approved budgets for the year
ended 28 February 2022 and the Board-approved five-year plan. The calculations include a terminal value based on the projections for
the final year of the five-year plan with a long-term growth rate assumption applied.
The key assumptions for calculating value in use are:
Children’s Trade
Adult Trade
Academic & Professional
Special Interest
Discount rates
CAGR – Revenue
Long-term growth
2021
%
10.6
10.6
10.2
11.4
2020
%
11.5
11.3
10.7
11.6
2021
%
0.3
10.8
3.9
2.7
2020
%
0.8
2.6
3.0
2.0
2021
%
1.8
1.8
1.8
1.8
2020
%
2.0
2.0
2.0
2.0
Discount rates
The discount rates applied to the cash flows are calculated using a pre-tax rate based on the weighted average cost of capital for the
Group. This is adjusted for risks specific to the market in which the CGU operates.
Revenue growth rates
Growth rates have been calculated based on those applied to the Board-approved budget for the year ended 28 February 2022 and
five-year plan. They incorporate future expectations of growth in backlist revenues and identified new revenue streams. The compound
annual growth rates (“CAGR”) noted above covers the period of the 4 years after the year ended 28 February 2022.
The five-year forecasts are extrapolated to perpetuity on the basis that the relevant CGUs are long-established business units. The
long-term growth rates are blended rates formed from the territory-specific long-term growth rates.
Gross margins
Gross margins have been based on historic performance and expected changes to the sales mix in future periods.
Sensitivity
The Group has not identified any reasonably possible changes to key assumptions that would cause the carrying value of goodwill of
the Children’s Trade and Adult Trade CGUs to exceed its recoverable amount.
Academic & Professional has by far the largest goodwill and non-current assets. This division is progressing with its Bloomsbury 2020
Digital Resources strategy to leverage our academic and professional IP assets into the academic library market, growing more high-
quality digital subscription income. There is therefore a risk in the medium term if this strategy does not succeed. However, current
progress on this strategy is very good. A 2.5% increase in the discount rate would not give rise to an impairment (2020: 2% increase,
no impairment). A 9% reduction in the first year revenue growth rates would give rise to a £0.9 million impairment (2020: 8% reduction
gives an impairment of £0.2 million). Reducing the long-term growth rate to 0% would not give rise to an impairment (2020: 0%, no
impairment).
Special Interest has the second largest goodwill and non-current assets. This division is progressing with the implementation of a new,
more targeted publishing strategy and developing direct relationships with key subject communities. There is therefore a risk in the
medium term if this strategy does not succeed. A 12% reduction in the first year revenue growth rates would give rise to a £0.9 million
impairment.
165
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 12. Other intangible assets
Cost
At 28 February 2019
Additions1
Transfers
Exchange differences
At 29 February 2020
Additions2
Transfers
Disposals
Exchange differences
At 28 February 2021
Amortisation
At 28 February 2019
Charge for the year
Exchange differences
At 29 February 2020
Disposals
Charge for the year
Exchange differences
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
Publishing
rights
£’000
Subscriber
and customer
relationships
£’000
Imprints
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
16,970
866
–
56
17,892
1,474
–
–
(142)
19,224
10,135
1,010
33
11,178
–
1,120
(103)
12,195
8,090
–
–
–
8,090
–
–
–
–
8,090
1,943
377
–
2,320
–
377
–
2,697
4,407
–
–
10
4,417
–
–
–
(26)
4,391
3,021
349
5
3,375
–
312
(15)
3,672
227
31
–
4
262
18
–
–
(11)
269
12
7
–
19
–
34
–
53
7,526
1,277
–
10
8,813
891
–
(5)
(26)
9,673
4,951
972
8
5,931
(3)
1,101
(25)
7,004
11,841
1,085
592
10
13,528
2,503
745
–
(56)
16,720
7,627
1,586
8
9,221
–
2,541
(34)
11,728
518
746
(592)
–
672
392
(745)
–
–
319
–
–
–
–
–
–
–
–
Total
£’000
49,579
4,005
–
90
53,674
5,278
–
(5)
(261)
58,686
27,689
4,301
54
32,044
(3)
5,485
(177)
37,349
7,029
6,714
5,393
5,770
719
1,042
216
243
2,669
2,882
4,992
4,307
319
672
21,337
21,630
1 The addition of £866,000 relates to the acquisition of assets of Oberon Book’s publishing rights on 10 December 2019.
2 The addition of £1,474,000 relates to the acquisition of assets of Zed Book’s publishing rights on 20 March 2020.
13. Investments
Equity securities designated as at Fair Value through Other Comprehensive Income (“FVOCI”)
Joint venture
Total
The FVOCI equity investment in Cricket Properties Limited has been impaired in the year.
The amounts recognised in the Income Statement are as follows:
Equity securities impairment
Joint venture
Total
166
28 February
2021
£’000
29 February
2020
£’000
–
162
162
300
216
516
28 February
2021
£’000
29 February
2020
£’000
(300)
(110)
(410)
–
(7)
(7)
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued 14. Property, plant and equipment
Short leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers and
other office
equipment
£’000
Motor
vehicles
£’000
At 28 February 2019
Additions
Disposals
Exchange differences
At 29 February 2020
Additions
Disposals
Exchange differences
At 28 February 2021
Depreciation
At 28 February 2019
Charge for the year
Disposals
Exchange differences
At 29 February 2020
Charge for the year
Disposals
Exchange differences
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
The depreciation charge is included in administrative expenses.
2,923
22
(20)
4
2,929
4
–
(11)
2,922
1,703
125
(18)
2
1,812
125
–
(8)
1,929
993
1,117
933
52
(3)
14
996
37
–
(35)
998
760
104
(1)
11
874
59
–
(35)
898
100
122
2,592
225
(1)
18
2,834
381
(3)
(59)
3,153
1,890
273
(1)
13
2,175
289
(1)
(49)
2,414
739
659
34
–
–
1
35
–
–
(4)
31
19
–
–
–
19
–
–
(2)
17
14
16
Total
£’000
6,482
299
(24)
37
6,794
422
(3)
(109)
7,104
4,372
502
(20)
26
4,880
473
(1)
(94)
5,258
1,846
1,914
167
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
15. Right-of-use assets
At 28 February 2019
Adjustment on initial application of IFRS 16
Additions
Exchange differences
At 29 February 2020
Additions
Disposals
Exchange differences
At 28 February 2021
Depreciation
At 28 February 2019
Charge for the year
Exchange differences
At 29 February 2020
Charge for the year
Disposals
Exchange differences
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
Property
£’000
–
13,444
1,412
117
14,973
–
(170)
(310)
14,493
–
1,691
(4)
1,687
1,735
(170)
(95)
3,157
11,336
13,286
Cars
£’000
Equipment
£’000
–
90
–
–
90
67
(5)
–
152
–
45
–
45
59
(5)
–
99
53
45
–
51
–
–
51
44
(42)
–
53
–
39
–
39
12
(42)
–
9
44
12
Total
£’000
–
13,585
1,412
117
15,114
111
(217)
(310)
14,698
–
1,775
(4)
1,771
1,806
(217)
(95)
3,265
11,433
13,343
The depreciation charge is included in administrative expenses.
16. Deferred tax assets and liabilities
a) Recognised deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset or liability
arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Property,
plant and
equipment
£’000
Retirement
benefit
obligation
£’000
Share-based
payments
£’000
Tax losses
£’000
At 28 February 2019
Recognised on acquisition
(Charge)/credit to the income
statement
Credit to other
comprehensive income
Credit to equity
Exchange differences
At 29 February 2020
Credit/(charge) to the income
statement
Charge to other
comprehensive income
Credit to equity
Exchange differences
At 28 February 2021
182
227
(129)
–
–
(6)
274
65
–
–
(10)
329
229
–
(11)
–
–
–
218
191
–
–
–
409
23
–
19
23
–
–
65
(5)
(21)
–
–
39
129
–
107
–
46
–
282
67
–
3
–
352
Intangible
assets
£’000
(2,338)
(147)
202
–
–
–
(2,283)
Other
£’000
1,791
–
26
–
–
36
1,853
Total
£’000
16
80
214
23
46
30
409
(40)
966
1,244
–
–
–
(2,323)
–
–
(107)
2,712
(21)
3
(117)
1,518
Deferred tax assets in respect of losses are only recognised to the extent that it is anticipated they will be utilised in the foreseeable future.
168
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
The Other deferred tax asset predominantly relates to temporary differences i.e. valuation adjustments and return and inventory
provisions held on the balance sheet recognised in the current tax calculation and tax return only when utilised. This predominantly
relates to the US and UK.
b) The analysis for financial reporting purposes is as follows:
Deferred tax assets
Deferred tax liabilities
Total
c) Unrecognised deferred tax assets
The Group had deferred tax assets not recognised in the financial statements as follows:
Trading losses
Non-trading losses
28 February
2021
£’000
29 February
2020
£’000
3,904
(2,386)
1,518
2,756
(2,347)
409
28 February
2021
£’000
29 February
2020
£’000
1,751
–
402
–
At 28 February 2021, the Group had trading losses of £8.9 million (2020: £2.4 million) and non-trading losses of approximately £nil
(2020: £nil). A deferred tax asset has not been recognised in respect of these taxable losses carried forward as it is not clear whether
sufficient income against which the losses may be offset will arise in the Group in the foreseeable future.
Deferred tax is not provided on unremitted earnings of subsidiaries where the Group controls the timing of remittance and it is
probable that the temporary difference will not reverse in the foreseeable future.
17. Inventories
Work in progress
Finished goods for resale
Total
28 February
2021
£’000
29 February
2020
£’000
4,946
21,828
26,774
4,756
22,408
27,164
The cost of inventories recognised as cost of sales amounted to £39,187,000 (2020: £35,603,000). The provision and write-down of
inventories to net realisable value recognised in cost of sales amounted to £8,615,000 (2020: £8,119,000).
18. Trade and other receivables
Non-current
Accrued income
Current
Gross trade receivables
Less: loss allowance
Net trade receivables
Income tax recoverable
Other receivables
Prepayments
Accrued income
Royalty advances
Total current trade and other receivables
Total trade and other receivables
28 February
2021
£’000
29 February
2020
£’000
1,005
1,237
61,897
(3,230)
58,667
171
3,623
1,072
5,219
24,790
93,542
94,547
54,252
(1,832)
52,420
481
1,510
1,350
4,201
24,843
84,805
86,042
Non-current receivables relate to accrued income on long-term rights deals.
A provision is held against gross advances payable in respect of published title advances which may not be fully earned down by
anticipated future sales. As at 28 February 2021, £7,260,000 (2020: £5,604,000) of royalty advances are expected to be recovered
after more than 12 months.
169
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 18. Trade and other receivables continued
Other receivables principally comprises VAT recoverable.
Trade receivables principally comprise amounts receivable from the sale of books due from distributors. The majority of trade debtors
are secured by credit insurance and in certain territories by third-party distributors.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Group’s exposure
to credit and currency risks is disclosed in note 25. The average number of days’ credit taken for sales of books by the Group was 116
days (2020: 118 days).
A loss allowance is made with reference to specific debts, past default experience, trading history and the current economic
environment. Movements on the Group loss allowance for trade receivables are as follows:
At start of year
Acquired
Amounts created
Amounts utilised
Amounts released
Exchange differences
At end of year
19. Trade and other liabilities
Current
Trade payables
Sales returns liability
Taxation and social security
Other payables
Accruals
Deferred income
Total current trade and other liabilities
Total trade and other liabilities
28 February
2021
£’000
29 February
2020
£’000
1,832
–
2,117
(515)
(183)
(21)
3,230
2,102
3
507
(516)
(263)
(1)
1,832
28 February
2021
£’000
29 February
2020
£’000
23,680
12,345
967
3,615
29,006
4,728
74,341
74,341
25,419
9,163
789
3,509
19,701
3,263
61,844
61,844
Trade payables are non-interest bearing and are normally settled on terms of between 30 and 90 days.
If actual returns were 10% higher or lower in the year revenue would have been £1.5 million lower/higher (2020: £1.9 million lower/
higher).
Other payables principally comprises sub rights payable to authors. Accruals are higher than last year at due to the higher royalty
accrual, up £4.4 million, and the £2.6 million employee bonus payable for the year (2020: £nil).
170
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
20. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability
Equity
Balance at 1 March 2020
Changes from financing cash flows
Dividend paid
Proceeds from share issue
Proceeds from exercise of share options
Purchase of shares by the Employee Benefit
Trust
Repayment of lease liabilities
Interest paid
Total changes from financing cash flows
Other changes
Liability-related
Right-of-use asset additions
Foreign exchange movements
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 28 February 2021
Lease liability
£’000
14,530
–
–
–
–
(1,451)
(442)
(1,893)
111
(247)
442
306
–
12,943
Bank overdrafts
used for cash
management
purposes
£’000
–
–
–
–
–
–
(149)
(149)
–
–
149
149
–
–
Share capital/
share premium
£’000
40,330
–
7,978
–
–
–
–
7,978
–
–
–
–
31
48,339
Other
reserves
£’000
17,285
–
–
1,298
(674)
–
–
624
–
–
–
–
(1,656)
16,253
Liability
Equity
Balance at 1 March 2019
Changes from financing cash flows
Dividend paid
Proceeds from exercise of share options
Repayment of lease liabilities
Interest paid
Total changes from financing cash flows
Other changes
Liability-related
IFRS 16 transition
Right-of-use asset additions
Foreign exchange movements
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 29 February 2020
Lease liability
£’000
–
–
–
(1,531)
(492)
(2,023)
14,519
1,412
130
492
16,553
–
14,530
Bank overdrafts
used for cash
management
purposes
£’000
–
–
–
–
(3)
(3)
–
–
–
3
3
–
–
Share capital/
share premium
£’000
40,330
Other
reserves
£’000
15,769
–
–
–
–
–
–
–
–
–
–
–
40,330
–
31
–
–
31
–
–
–
–
–
1,485
17,285
Retained
earnings
£’000
92,058
(1,045)
–
(1,114)
–
–
–
(2,159)
–
–
–
–
13,758
103,657
Retained
earnings
£’000
87,639
(6,009)
(4)
–
–
(6,013)
–
–
–
–
–
10,432
92,058
Total
£’000
164,203
(1,045)
7,978
184
(674)
(1,451)
(591)
4,401
111
(247)
591
455
12,133
181,192
Total
£’000
143,738
(6,009)
27
(1,531)
(495)
(8,008)
14,519
1,412
130
495
16,556
11,917
164,203
171
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 21. Provisions
At 1 March 2020
Created in the year
Released in the year
Utilised in the year
Exchange difference
28 February 2021
Non-current
Current
Author
advances
£’000
Property
£’000
611
121
(2)
(184)
(33)
513
–
513
222
72
(40)
–
1
255
232
23
Total
£’000
833
193
(42)
(184)
(32)
768
232
536
The property provision includes amounts provided for dilapidations. The author advance provision is a provision against future cash
outflows on published titles where the Group does not expect to fully recover the advance. The timing of cash flows for onerous lease
commitments is dependent on the terms of the leases.
22. Share capital and other reserves
Share capital
Authorised:
105,459,997 Ordinary shares of 1.25p each (2020: 100,435,582 Ordinary shares of 1.25p each)
Allotted, called up and fully paid:
81,608,672 Ordinary shares of 1.25p each (2020: 75,328,570 Ordinary shares of 1.25p each)
28 February
2021
£’000
29 February
2020
£’000
1,318
1,255
1,020
942
The Company has one class of Ordinary share that carries equal voting rights and no contractual right to receive payment. No shares
are held by the Company as Treasury shares. Directors and other employees of the Group have been granted options to purchase
2,102,693 (2020: 2,128,260) Ordinary shares with an aggregate nominal value of £26,284 (2020: £26,603) (see note 23).
Share premium
This reserve records the amount above nominal value received for shares sold less transaction costs.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial information of foreign
operations.
Merger reserve
The merger reserve comprises the amount that would otherwise arise in share premium relating to specific share issue, wherein more
than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby
attracting merger relief under the Companies Act 2006.
Capital redemption reserve
The capital redemption reserve arose on the purchase by the Company of its own shares and comprises the amount by which the
distributable profits were reduced on these transactions.
Share-based payment reserve
The share-based payment reserve comprises cumulative amounts charged in respect of employee share-based payment
arrangements.
Own shares held by the Employee Benefit Trust
The Employee Benefit Trust (“EBT”) is an independent discretionary trust established to acquire issued shares of the Company to
satisfy any of the share-based incentive schemes (see note 23) and plans of the Company. All employees of the Group are potential
beneficiaries of the EBT. The results and net assets of the EBT are included in the consolidated financial statements of the Group.
The market value of the 57,480 shares of the Company held at 28 February 2021 (2020: 481,093) in the EBT was £154,046 (2020:
£1,179,000). While the trustee has power to subscribe for Ordinary shares and to acquire Ordinary shares in the market or from
Treasury, it is not permitted to hold more than 5% of the issued share capital without prior approval of the Shareholders.
As at the date of signing this Annual Report, the Trust held 47,549 Ordinary shares of 1.25 pence being approximately 0.1% of the
issued Ordinary share capital.
172
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
Retained earnings
The retained earnings reserve comprises profit for the year attributable to owners of the Company and other items recognised directly
through equity as presented on the consolidated statement of changes in equity.
23. Share-based payments
Options over shares of the ultimate parent undertaking, Bloomsbury Publishing Plc, have been granted to employees of the Group
under various schemes.
The total share-based payment charge to the income statement for the year was as follows:
Equity-settled share-based transactions
Cash-settled share-based transactions
Total
28 February
2021
£’000
29 February
2020
£’000
1,221
195
1,416
629
132
761
National Insurance contributions are payable by the Company in respect of some of the share-based payment transactions. These
contributions are payable on the date of exercise based on the intrinsic value of the share-based payments and are therefore treated
as cash-settled awards. The Group had an accrual for National Insurance at 28 February 2021 of £253,000 (2020: £229,000), of which
none related to vested options.
a) The Bloomsbury Performance Share Plan (“the PSP”)
The Group operates the PSP for Directors and senior employees. Awards under the scheme are granted as conditional share awards.
The number of Ordinary shares comprised in an award is calculated using a share value equal to the closing middle-market price on
the dealing day before the award date.
The vesting period is three years and for awards granted during the year ended February 2018, 2019 and 2020, 50% of the level
of vesting is subject to the achievement of Earnings Per Share (“EPS”). The other 50% is subject to a Return on Capital Employed
(“ROCE”) performance condition. For details of the performance conditions see the Directors’ Remuneration Report on pages 108 to
128. Awards are not exercisable after the vesting date and awards that vest on the vesting date are automatically exercised. Except in
certain circumstances awards lapse if the employee leaves the Group.
Outstanding at start of year
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at end of year
Exercisable at end of year
Range of exercise price of outstanding awards (pence)
Weighted average remaining contracted life (months)
Expense recognised for the year (£’000)
Year ended
28 February
2021
Number
1,769,210
592,154
(530,624)
(258,350)
1,572,390
525,412
Year ended
29 February
2020
Number
1,663,528
605,506
–
(499,824)
1,769,210
530,624
Year ended
28 February
2021
Year ended
29 February
2020
–
18
1,337
–
18
718
173
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 23. Share-based payments continued
The share awards granted in the year to 28 February 2021 have been measured based on the share price at the date of grant as they
are only subject to non-market conditions. The inputs were:
Performance condition
Share price
Exercise price
Expected term
Expected volatility
Risk-free interest rate
Fair value charge per award
All
211 pence
–
3 years
38.54%
N/A
169 – 211 pence
This award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%), Consumer operating
profit (15%) and BDR revenue (10%).
The awards for Executive Directors only will be subject to clawback provisions and to a two-year post-vesting holding period.
b) The Bloomsbury Sharesave Plan 2014
The Group operates an HM Revenue and Customs approved savings-related share option scheme under which employees are granted
options to purchase Ordinary shares in the Company in three years’ time, dependent upon their entering into a contract to make
monthly contributions to a savings account over the period of the savings term. The Sharesave Plan is open to all UK employees.
Outstanding at start of year
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at end of year
Exercisable at end of year
Range of exercise price of outstanding options (pence)
Weighted average remaining contracted life (months)
Expense recognised for the year (£’000)
Share
options
2021
Number
359,050
327,035
(133,299)
(22,483)
530,303
9,432
Weighted
average
exercise price
2021
Pence
164
169
137
143
174
137
Share
options
2020
Number
175,475
200,654
(1,601)
(15,478)
359,050
–
2021
137–185
25
79
Weighted
average
exercise price
2020
Pence
138
185
142
145
164
–
2020
137–185
19
43
c) The Bloomsbury Company Share Option Plan 2014 (“the CSOP”)
The Group operates the CSOP for senior employees. The vesting period is three years and the level of vesting is subject to the
achievement of “Annualised EPS in excess of RPI” performance conditions. Options are exercisable by the participant after the vesting
date whilst the participant continues in employment with the Group up to a period ending ten years after the date of grant.
Share
options
2021
Number
Weighted
average
exercise price
2021
Pence
–
–
–
–
–
–
–
–
Share
options
2020
Number
105,512
(105,512)
–
–
2021
–
–
–
Weighted
average
exercise price
2020
Pence
162
162
–
–
2020
–
–
–
Outstanding at the start of year
Lapsed during the year
Outstanding at end of year
Exercisable at end of year
Range of exercise price of outstanding awards (pence)
Weighted average remaining contracted life (months)
Expense recognised for the year (£’000)
174
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued 24. Retirement benefit obligations
Pension costs
The pension costs charged to the income statement of £1,688,000 (2020: £1,518,000) relate to the Group’s defined contribution and
defined benefit pension arrangements.
Defined contribution plans
The Group operates defined contribution retirement benefit plans for all qualifying employees.
The total cost charged to the income statement of £1,670,000 (2020: £1,502,000) represents contributions payable to these schemes
by the Group at rates specified in the rules of the schemes. At 28 February 2021, there were no prepaid contributions (29 February
2020: £nil).
Defined benefit plan
A subsidiary company operates a defined benefit scheme for some staff which is accounted for in accordance with IAS 19. Accrual
of benefits ceased in 1997, with the scheme now operated as a closed fund. There is no obligation in respect of medical costs. The
scheme is actuarially valued every three years. The last full actuarial valuation was carried out as at 28 February 2018 by a qualified
independent actuary.
Contributions are paid by the employer at the rate of £6,610 per month, plus expenses as and when required. Contributions paid to
the scheme during the year were £79,000 (2020: £90,000). The Directors’ best estimate of the contributions to be paid by the group
to the plan for the period commencing 1 March 2021 in respect of the deficit repair contributions is £14,000. The Group will also pay
contributions equal to the expense amount incurred over the period, which is estimated to be £15,000. In addition, PPF levies and
other administration expenses are payable by the Group as and when due.
The Group’s policy is to fund the deficit in the scheme by additional contributions to meet the scheme’s commitment to members.
As the scheme has an excess of assets compared to scheme liabilities at the current year end, the Group has sought legal advice on
the application of the asset ceiling and concluded that adjustments are required for this scheme. As a result, IFRRIC 14 applies and
the present values in respect of deficit recovery payments required under the Schedule of Contributions are considered to be the net
liability recognised as at 28 February 2021.
The financial assumptions used by the actuary for the update were as follows:
28 February
2021
£’000
29 February
2020
£’000
28 February
2019
£’000
Discount rate
Inflation assumption
2.10%
2.70%
2.30–3.20% 2.10–2.90% 2.20–3.20%
1.70%
The scheme is closed and there are no active paying members, therefore no increases in payments have been applied. The
assumptions used are estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not
necessarily occur in practice.
The mortality assumptions adopted at 28 February 2021 are 90% of the standard tables S2PxA, year of birth, no age rating for males
and females, projected using CMI_2019 converging to 1.50% p.a. These imply the following life expectancies:
Male retiring in 2041
Female retiring in 2041
Male retiring in 2021
Female retiring in 2021
The amounts recognised in the income statement in respect of the defined benefit scheme are as follows:
Interest cost
Interest income
Expenses
Total
28 February
2021
Years
29 February
2020
Years
24.5
26.6
22.8
24.8
24.5
26.5
22.8
24.7
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
(13)
10
(15)
(18)
(18)
16
(14)
(16)
A charge of £13,000 (2020: £18,000) has been included in finance costs and a credit of £10,000 (2020: £16,000) has been included in
finance income.
175
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
24. Retirement benefit obligations continued
The amounts recognised in other comprehensive income in respect of the defined benefit scheme are as follows:
Return on pension plan assets (excluding amounts included in interest income)
Experience gains and losses arising on the defined benefit obligation – gain
Effects of changes in the financial assumptions underlying the present value of the defined
benefit obligation – gain/(loss)
Total actuarial gains and losses (before restrictions due to some of the surplus not being
recognisable) – gain/(loss)
Effect of asset ceiling (excluding amounts included in net interest cost) – loss
Total
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
12
98
49
159
(49)
110
9
6
(153)
(138)
–
(138)
The amount included in the statement of financial position arising from the Group’s obligation in respect of the defined benefit
pension scheme is as follows:
28 February
2021
£’000
29 February
2020
£’000
619
(584)
35
(49)
(14)
3
(11)
(14)
3
633
(818)
(185)
–
(185)
31
(154)
(185)
31
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
–
–
49
49
–
–
–
–
Fair value of assets (with profit policy)
Present value of defined benefit obligations
Surplus/(deficit) in scheme
Impact of asset ceiling
Liability to be recognised
Deferred tax assets
Net liability to be recognised
Analysis for reporting purposes:
Non-current liabilities
Deferred tax assets
Reconciliation of the impact of the asset ceiling is as follows:
Impact of asset ceiling at the start of the year
Effect of the asset ceiling included in net interest cost
Actuarial losses on asset ceiling
Impact of asset ceiling at the end of the year
176
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
Movements in the present value of defined benefit obligations in the year were as follows:
At start of year
Expenses
Interest cost
Benefits paid and expenses
Remeasurement gains/(losses)
At end of year
Movements in the fair value of scheme assets in the year were as follows:
At start of year
Interest income
Return on plan assets (excluding amounts included in interest income)
Employer contributions
Benefits paid and expenses
At end of year
The actual return on scheme assets was £22,000 (2020: £25,000).
Assets
With profits
Total assets
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
(818)
(15)
(13)
115
147
(584)
(661)
(14)
(18)
22
(147)
(818)
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
633
10
12
79
(115)
619
540
16
9
90
(22)
633
28 February
2021
£’000
29 February
2020
£’000
28 February
2019
£’000
619
619
633
633
540
540
None of the fair values of the assets shown above include any direct investments in the Company’s own financial instruments or any
property occupied by, or other assets used by, the Company. The scheme assets are held in a With-Profits insurance policy.
177
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 25. Financial instruments and risk management
Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the
return to Shareholders as well as sustaining the future development of the business. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to Shareholders and issue new shares. The Group’s overall strategy remains
unchanged from 2020.
The capital structure of the Group comprises equity attributable to owners of the Company, comprising issued capital, reserves and
retained earnings as disclosed in the consolidated statement of changes in equity and note 22.
Categories of financial instruments
Investments available for sale
Equity securities designated as at FVOCI (Level 3)
Joint venture
Total investments available for sale
Loans and receivables
Cash and cash equivalents
Trade receivables
Accrued income
Total loans and receivables
Financial liabilities measured at amortised cost
Trade payables
Other payables due in less than one year
Sales returns liability
Accruals
Lease liabilities
Total financial liabilities measured at amortised cost
Notes
13
13
18
18
19
19
19
26
28 February
2021
£’000
29 February
2020
£’000
–
162
162
54,466
58,667
6,224
119,357
23,680
4,582
12,345
29,006
12,943
82,556
300
216
516
31,345
52,420
5,254
89,019
25,419
4,298
9,163
19,701
14,530
73,111
Net financial instruments
36,963
16,424
The equity securities are classed as level 3 as the shares are not actively traded stock. The fair value is assessed based on recent share
subscriptions where these are available and relevant to the fair value of the investment.
There is no material difference between the fair value and book value of financial assets and liabilities.
Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The
Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance from the key risks of market risk (including currency risk and interest rate risk),
credit risk and liquidity risk.
The Board has approved the Group Treasury policies and procedures by which the Group Treasury function is to be managed. The
Group Treasury function is headed by the Group Finance Director and is part of Bloomsbury’s Finance Department. It operates under a
delegated authority from the Board.
The Treasury management policies and procedures focus on the investment of surplus operating cash likely to be needed in order to
support Bloomsbury’s ongoing operations, foreign currency requirements and interest rate risk management. The Group does not use
derivative contracts for speculative purposes. The policies are reviewed at least on an annual basis by the Group Finance Director and
any amendments are approved by the Board. The Board is assisted in its oversight role by Internal Audit, which undertakes regular
reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
178
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return.
The Group’s activities expose it mainly to the financial risks of changes in foreign currency exchange rates and changes in interest
rates. The Group incurs costs in the same currencies as it earns revenue, creating some degree of natural hedging.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance. Risk management is carried out by Group Treasury under policies approved by
the Board of Directors. Group Treasury monitors the distribution of its cash assets so as to control exposure to the relative performance
of any particular territory, currency or institution.
The Board provides written principles for overall risk management, as well as policies covering specific areas, such as funding, foreign
exchange risk, interest rate risk, credit risk and investment of excess liquidity.
(i) Interest rate risk
The Group has significant interest-bearing assets in the form of cash and cash equivalents, and as such, cash flows are dependent on
changes in market interest rates.
Interest rate profile of financial instruments
Fixed rate instruments
Financial assets
Financial liabilities
Total
Variable rate instruments
Financial assets
Financial liabilities
Total
28 February
2021
£’000
29 February
2020
£’000
3,519
–
3,519
50,947
–
50,947
1,967
–
1,967
29,378
–
29,378
Fixed rate financial assets are short-term bank deposits with a maturity date range of one day to one month. Variable rate financial
assets are cash at bank.
Fair value sensitivity analysis for fixed rate financial instruments
The Group does not account for any fixed rate financial assets at fair value through profit or loss. Therefore, a change in interest rates
at 28 February 2021 would not affect the income statement.
Cash flow sensitivity analysis for variable rate financial instruments
The Group derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the market
volatility in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
Impact on profit or loss and equity
1% increase in base rate of interest (2020: 1%)
0.5% decrease in base rate of interest (2020: 0.5%)
28 February 2021
29 February 2020
Profit or loss
£’000
Equity
£’000
Profit or loss
£’000
Equity
£’000
322
(166)
–
–
207
(123)
–
–
179
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
25. Financial instruments and risk management continued
(ii) Currency risk
The Directors believe that in its current circumstances, the Group’s risk from foreign currency exposure is limited and no active currency
risk management by hedging is considered necessary, as a significant proportion of revenues is matched by expenditure in the same
local currency, creating some degree of natural hedging.
The Group’s exposure to foreign currency risk was as follows based on notional amounts:
GBP
USD
EURO
AUD
INR
Total
Loans and receivables
Financial liabilities
28 February
2021
£’000
29 February
2020
£’000
28 February
2021
£’000
29 February
2020
£’000
75,747
32,732
690
8,043
2,145
119,357
53,596
26,076
841
5,576
2,930
89,019
56,739
20,123
246
4,577
871
82,556
51,933
16,520
166
3,835
657
73,111
No significant amounts of loans and receivables or financial liabilities are denominated in currencies other than sterling, US dollars,
euros, Australian dollars or Indian rupees.
Foreign currency sensitivity analysis
The Group derived the following sensitivities based on the outstanding foreign currency denominated financial assets and liabilities at
the year end. The sensitivity analysis includes loans to foreign operations within the Group where the denomination of the loan is in a
currency other than the functional currency of the lender or the borrower.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between the
current and previous year end, and represents management’s assessment of the reasonably possible change in foreign exchange rates.
A positive number below indicates an increase in profit or equity.
28 February
2021
£’000
29 February
2020
£’000
(941)
1,150
–
–
(282)
344
(116)
142
(206)
251
(40)
49
(33)
41
–
–
(603)
737
–
–
(158)
193
(207)
252
(266)
325
(61)
75
–
–
–
–
Impact on equity
10% weakening in US dollar against pound sterling (2020: 10%)
10% strengthening in US dollar against pound sterling (2020: 10%)
10% weakening in euro against pound sterling (2020: 10%)
10% strengthening in euro against pound sterling (2020: 10%)
10% weakening in AUS dollar against pound sterling (2020: 10%)
10% strengthening in AUS dollar against pound sterling (2020: 10%)
10% weakening in INR against pound sterling (2020: 10%)
10% strengthening in INR against pound sterling (2020: 10%)
Impact on income statement
10% weakening in US dollar against pound sterling (2020: 10%)
10% strengthening in US dollar against pound sterling (2020: 10%)
10% weakening in euro against pound sterling (2020: 10%)
10% strengthening in euro against pound sterling (2020: 10%)
10% weakening in AUS dollar against pound sterling (2020: 10%)
10% strengthening in AUS dollar against pound sterling (2020: 10%)
10% weakening in INR against pound sterling (2020: 10%)
10% strengthening in INR against pound sterling (2020: 10%)
180
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued
b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s trade and other receivables (note 18) and cash and cash equivalents.
Cash and cash equivalents
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings as assigned by international
credit-rating agencies.
Trade receivables
The carrying amount of financial assets represents the maximum credit exposure. The amounts presented in the statement of financial
position are net of allowances for doubtful receivables, estimated by the Group’s management based on trading experience and the
current economic environment. An analysis of the relevant provisions is set out in note 18.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (“ECL”). To
measure ECLs trade receivables are split into groups with the same characteristics to calculate loss rates. Where possible we have
calculated this probability based on historic loss experience using recent sales history, the timing of when the cash was received for the
debt and the level of debt not collected for that population.
The Group determines its concentration of credit risk based on the individual characteristics of its customers and publicly available
knowledge of specific circumstances affecting those customers. The Group defines counterparties as having similar characteristics if
they are related entities.
At 28 February 2021, the exposure to credit risk for gross trade receivables by geographical region was as follows:
United Kingdom
North America
Australia
India
Total
28 February
2021
£’000
29 February
2020
£’000
39,394
17,901
3,039
1,563
61,897
34,617
14,321
2,441
2,873
54,252
The Group has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final customers
are set by the distributors based on a combination of payment history and third-party credit references. Credit limits are reviewed on a
regular basis in conjunction with debt ageing and collection history. The distributors belong to established international groups whose
business includes a number of publishing interests and clients. The Group’s risk is limited as significant amounts outstanding through
the UK distributors are secured by credit insurance, and in the US credit risk for significant amounts outstanding through distributors
rests with the distributor. The balances with the US distributor make up 92% (2020: 93%) of the North America trade receivable
balance. In the United Kingdom balances with the distributors make up 87% (2020: 87%) of the United Kingdom trade receivable
balance.
c) Liquidity risk
Currently, the Group has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. However, the Group’s
exposure to liquidity risk continues to remain high given the macro economic climate with coronavirus. The Board has modelled a
severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under this scenario the Group is
expected to have sufficient liquidity for at least 12 months from the date of approval of the financial statements.
Cash flow budgets and forecasts are prepared by the operating entities of the Group, aggregated for the Group and regularly
reviewed by the Board, and the actual cash position of the Group and each entity is compared monthly against budget. This allows
management to ensure that each operating entity and the Group have sufficient cash to meet operational needs. Surplus cash held by
the operating entities over and above the balance required for working capital management is invested in interest-bearing accounts
and money market deposits.
The Group has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2021, the Group had no draw down (2020:
£nil) of this facility with £8.0 million of undrawn borrowing facilities (2020: £8.0 million) available.
The facility comprises a committed revolving loan facility of £8 million in the first half and an additional £4 million in the second half,
totalling £12 million, to match Bloomsbury’s cash flow cycle, and an uncommitted incremental term loan facility of up to £6 million.
The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a minimum interest cover covenant
of 4x. The agreement is to May 2022.
The Group’s financial liabilities are trade payables, accruals and other payables as shown above. All other financial liabilities are due
within one year.
181
Stock code: BMYAnnual Report and Accounts 2021Financial Statements 26. Leases
The Group’s lease portfolio consists of office properties, vehicles and equipment. The Group has elected not to recognise right-of use
assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The Group
recognises the lease payments associated with these leases as an expense on a straight- line basis over the lease term.
The amounts recognised in the income statement are as follows:
Interest on lease liabilities
Expenses relating to short-term leases
Expense relating to leases of low-value assets
Depreciation of right-of-use assets
The maturities of the Group’s lease liabilities are as follows:
Less than one year
One to five years
More than five years
Total undiscounted lease liabilities
Lease liabilities included in the balance sheet
Current
Non-current
27. Commitments and contingent liabilities
a) Capital commitments
Property, plant and equipment
Intangible assets
Total
28 February
2021
£’000
29 February
2020
£’000
442
4
1
1,806
492
22
7
1,775
Notes
6
15
28 February
2021
£’000
29 February
2020
£’000
1,943
7,218
5,288
14,449
12,943
1,808
11,135
2,068
7,978
6,941
16,987
14,530
1,585
12,945
28 February
2021
£’000
29 February
2020
£’000
–
118
118
–
238
238
b) Other commitments
The Group is committed to paying royalty advances to authors in subsequent financial years. At 28 February 2021, this commitment
amounted to £20,580,000 (2020: £20,187,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing facilities –
see note 25c.
28. Related party transactions
The Group has no related party transactions other than key management remuneration as disclosed in note 5.
29. Post balance sheet events
On 23 April 2021, the Group announced the acquisition of certain assets of Red Globe Press (“RGP”), the academic imprint, from
Macmillan Education Limited, a part of Springer Nature Group. The transaction completed on 1 June 2021. The consideration is £3.7
million, of which £1.8 million was satisfied in cash at completion and up to £1.9 million will be paid on or post-completion, subject to
assignment of certain contracts.
RGP specialises in high-quality publishing for Higher Education students globally in Humanities and Social Sciences, Business and
Management, and Study Skills. RGP has a backlist of more than 7,000 titles and publishes more than 100 new titles per year, with
content including digital platforms, textbooks, research-driven materials and general academic publishing. The acquired RGP titles
are a good strategic fit, strengthen Bloomsbury’s existing academic publishing, and establish new areas of academic publishing
in Business and Management, Study Skills and Psychology. RGP’s three digital products will be migrated to Bloomsbury Digital
Resources’ own platform and its content added to Bloomsbury Collections. The business will operate within Bloomsbury’s Academic &
Professional division. There are opportunities for profit enhancements following the integration of the business into Bloomsbury.
The Group will take on Inventories, Advances and intangible assets associated with taking on the titles, imprint and digital products.
No cash or trade receivables will transfer as part of the acquisition. Given the timing of the acquisition in relation to the date these
accounts were signed no further information is available for disclosure.
182
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued 30. Investments in subsidiary companies
The Group’s subsidiary companies at 28 February 2021 are:
Country of incorporation
Proportion
of equity
capital held
Nature of business
during the year
Registered
office
Subsidiary undertakings held directly by Bloomsbury Publishing Plc:
A & C Black Limited
England and Wales
Bloomsbury India UK Limited
England and Wales
Bloomsbury Publishing Inc.
Bloomsbury Information Limited
Bloomsbury Professional Limited
Bloomsbury Publishing PTY Limited
The Continuum International Publishing Group Limited
Hart Publishing Limited
Osprey Publishing Limited
Bloomsbury Book Publishing Company Limited
I.B. Tauris & Co. Limited
Oberon Books Limited
Bloomsbury Media Limited
Subsidiary undertakings held through a subsidiary company:
A & C Black Publishers Limited
Christopher Helm (Publishers) Limited
Oxford International Publishers Limited t/a Berg Publishers
John Wisden and Company Limited
Shire Publications Limited
British Wildlife Publishing Limited
Bloomsbury Publishing India Private Limited
Berg Fashion Library Limited
A & C Black (Distribution) Limited
A & C Black (Storage) Limited
Adlard Coles Limited
Alphabooks Limited
F. Lewis (Publishers) Limited
Featherstone Education Limited
Hambledon and London Limited
Herbert Press Limited
John Wisden (Holdings) Limited
Methuen Drama Limited
Nautical Publishing Co Limited
Philip Wilson Publishers Limited
Reed’s Almanac Limited
Sheffield Academic Press Limited
T & T Clark Limited
The Athlone Press Limited
Thoemmes Limited
USA
England and Wales
England and Wales
Australia
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
India
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
All subsidiary undertakings are included in the consolidation.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Intermediate
holding company
Intermediate
holding company
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Dormant
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
1.
1.
2.
1.
1.
3.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
4.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
5.
1.
1.
183
Stock code: BMYAnnual Report and Accounts 2021Financial Statements The following lists all Bloomsbury registered office addresses. Please see wholly owned subsidiary list over for relevant registered
office code.
1. 50 Bedford Square, London, WC1B 3DP, United Kingdom.
2. 1385 Broadway, Fifth Floor, New York, NY 10018, USA.
3. Level 4, 387 George Street, Sydney, NSW 2000, Australia.
4. DDA Complex, LSC, Building No. 4, Second Floor, Pocket C-6&7, Vasant Kunj, New Delhi, 110070, India.
5. C/O RSM, First Floor, Quay 2, 139 Fountainbridge, Edinburgh, EH3 9QG, United Kingdom.
For the year ended 28 February 2021, the following subsidiary companies were entitled to exemption from audit under section 479A
of the Companies Act 2006:
Subsidiary name
Bloomsbury Information Limited
Bloomsbury Professional Limited
The Continuum International Publishing Group Limited
A & C Black Publishers Limited
Christopher Helm (Publishers) Limited
Oxford International Publishers Limited t/a Berg Publishers
John Wisden and Company Limited
Hart Publishing Limited
Osprey Publishing Limited
Shire Publications Limited
British Wildlife Publishing Limited
Bloomsbury Book Publishing Company Limited
I.B. Tauris & Co. Limited
Oberon Books Limited
The Group’s joint venture undertakings at 28 February 2021 are:
Company number
06409758
05233465
03833148
00189153
01953639
03143617
00135590
03307205
03471853
00868867
06810049
03830397
01761687
02082142
Joint venture undertakings held directly by Bloomsbury Publishing Plc:
Beijing CYP & Gakken Education Development Co., Ltd
China
50%
Publishing
1.
1. Floor 5, B Block, No. 1132, Hui He South Road, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing, PRC.
Country of
incorporation
Proportion
of equity
capital held
Nature of
business during
the year
Registered
office
184
www.bloomsbury.comBloomsbury Publishing PlcNotes to the Financial Statementscontinued Company Statement of Financial Position
As at 28 February 2021
Assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments in subsidiary companies
Other investments
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Provisions
Lease liabilities
Total non-current liabilities
Trade and other liabilities
Provisions
Lease liabilities
Current tax liabilities
Total current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity attributable to owners of the Company
Company Number 1984336
28 February
2021
£’000
29 February
2020
£’000
Notes
33
34
35
36
37
38
39
40
43
47
41
43
47
44
44
44
44
4,593
1,654
9,033
81,159
162
774
97,375
6,745
71,250
38,329
116,324
213,699
216
9,025
9,241
87,469
116
1,143
159
88,887
98,128
115,571
1,020
47,319
9,770
57,462
115,571
3,107
1,613
10,016
81,159
516
503
96,914
6,729
62,009
19,995
88,733
185,647
144
9,932
10,076
72,444
151
906
932
74,433
84,509
101,138
942
39,388
8,549
52,259
101,138
The Company financial statements were approved by the Board of Directors and authorised for issue on 2 June 2021.
J N Newton
Director
P Scott-Bayfield
Director
185
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Company Statement of Changes in Equity
For the year ended 28 February 2021
At 28 February 2019
Profit for the year and total
comprehensive income for the year
Transactions with owners
Dividends to equity holders of the
Company
Share options exercised
Deferred tax on share-based payment
transactions
Share-based payment transactions
Total transactions with owners
of the Company
At 29 February 2020
Profit for the year and total
comprehensive income for the year
Transactions with owners
Issue of share capital
Bonus issue of share capital
Dividends to equity holders of the
Company
Share options exercised
Deferred tax on share-based payment
transactions
Share-based payment transactions
Total transactions with owners
of the Company
At 28 February 2021
Share
capital
£’000
942
Share
premium
£’000
39,388
Merger
reserve
£’000
1,803
Capital
redemption
reserve
£’000
Share-based
payment
reserve
£’000
22
6,095
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
629
Retained
earnings
£’000
47,822
Total
£’000
96,072
10,373
10,373
(6,009)
27
(6,009)
27
46
–
46
629
–
942
–
39,388
–
1,803
–
22
629
6,724
(5,936)
52,259
(5,307)
101,138
–
47
31
–
–
–
–
–
7,931
–
–
–
–
–
–
–
–
–
–
–
–
78
1,020
7,931
47,319
–
1,803
–
–
–
–
–
–
–
–
22
–
–
–
–
–
–
1,221
1,221
7,945
6,092
6,092
–
(31)
(1,045)
184
3
–
7,978
–
(1,045)
184
3
1,221
(889)
57,462
8,341
115,571
186
www.bloomsbury.comBloomsbury Publishing Plc Company Statement of Cash Flows
For the year ended 28 February 2021
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible assets
Impairment of investments
Finance income
Finance costs
Share of loss of joint venture
Share-based payment charges
Tax expense
Decrease/(increase) in inventories
Increase in trade and other receivables
Increase in trade and other liabilities
Cash generated from operations
Income taxes paid
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of business
Purchase of rights to assets
Purchase of share in a joint venture
Purchase of intangible assets
Interest received
Net cash used in investing activities
Cash flows from financing activities
Equity dividends paid
Proceeds from exercise of share options
Proceeds from share issue
Repayment of lease liabilities
Lease liabilities interest paid
Other interest paid
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
Notes
6,092
10,373
319
1,094
1,286
300
(133)
595
110
621
1,323
11,607
239
(8,534)
15,011
18,323
(2,792)
15,531
(361)
–
(1,547)
(56)
(1,298)
37
(3,225)
(1,045)
184
7,978
(781)
(308)
–
6,028
18,334
19,995
38,329
42
42
42
42
42
42
295
1,051
986
3,304
(191)
559
7
314
1,802
18,500
(573)
(4,915)
1,984
14,996
(1,440)
13,556
(263)
(310)
(1,213)
(223)
(1,454)
91
(3,372)
(6,009)
27
–
(880)
(322)
(1)
(7,185)
2,999
16,996
19,995
187
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Notes to the Company Financial Statements
Accounting Policies
31. Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s registered
office can be found on page 201. The Company is primarily involved in the publication of books and other related services.
32. Significant accounting policies
a) Basis of preparation
These financial statements were prepared in accordance with international accounting standards in conformity with the requirements
of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.
The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence at least until June 2022, being the period of the detailed going
concern assessment reviewed by the Board.
The Company accounting policies are consistent with the Group policies set out in note 2 to the consolidated financial statements.
Key additional policies are stated below.
b) Parent Company result
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 not to present the
Company income statement or statement of comprehensive income. The Company’s profit for the year was £6,092,000 (2019:
£10,373,000).
c) Use of estimates and judgements
The preparation of the Company financial statements requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year
in which the estimate is revised and in any future years affected. Critical judgements and areas where the use of estimates is significant
are disclosed in note 2v for the Group and are applicable to the Company.
d) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Company during the year
ended 28 February 2021. The table below summarises the impact of these changes to the Company:
Accounting standard
Description of change
Impact on financial statements
Other standards
A number of other new standards and amendments
to standards and interpretations are effective for
annual periods beginning after 1 January 2020.
The standards and amendments have not had a
material impact on the Group. Additional disclosure
has been provided where relevant.
The Company has not early adopted the following new and revised accounting standards, interpretations or amendments issued by
the International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standard
Description of change
Impact on financial statements
Other standards
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2021 and have not
been applied in preparing these financial statements.
The Directors do not anticipate the application of
these standards and amendments will have a material
impact on the Company’s consolidated financial
statements.
e) Investment in subsidiaries
Investments in subsidiaries are recorded at cost less accumulated impairment in the statement of financial position. Investments are
reviewed at each reporting date to assess whether there are any indicators of impairment. Any impairment losses are recognised in the
income statement in the year they occur.
f) Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their benefits and
risks. The Company considers the trust to be substantially under its control and so aggregates the financial information of the trust
into the Company’s results. The Company records the assets and liabilities of the trust as its own. Finance costs and administrative
expenses are charged as they accrue.
188
www.bloomsbury.comBloomsbury Publishing Plc g) Share-based payments
The Company issues equity-settled share-based payment instruments to certain employees of the Group. Equity-settled share-based
payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled
share-based payments is charged to the income statement on a straight-line basis over the vesting period, based on the Group’s
estimate of the shares that will eventually vest.
Options granted under the Company Share Option Plan and Sharesave Plan are equity-settled. The fair values of such options have
been calculated using the Black-Scholes model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2017, 2018 or 2019, 50% of
any award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share. Awards
granted in 2020 are subject to the following performance conditions; Earnings Per Share (60%), Non-Consumer operating profit (15%),
Consumer operating profit (15%) and BDR revenue (10%). The fair value of this element of the awards is calculated using the Black-
Scholes model. Where the awards are subject to a holding period, we have used the Chaffe model to determine a discount for lack of
marketability.
The Company recharges a share of the share-based payment charge to subsidiaries. This recharge is made via intercompany
transactions.
33. Intangible assets
Cost
At 28 February 2019
Additions
At 29 February 2020
Additions1
At 28 February 2021
Amortisation2
At 28 February 2019
Charge for the year
At 29 February 2020
Charge for the year
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
Publishing
rights
£’000
Systems
development
£’000
730
–
730
1,474
2,204
672
15
687
85
772
1,432
43
7,464
1,454
8,918
1,298
10,216
4,883
971
5,854
1,201
7,055
3,161
3,064
Total
£’000
8,194
1,454
9,648
2,772
12,420
5,555
986
6,541
1,286
7,827
4,593
3,107
1 The addition of £1,474,000 relates to the acquisition of assets of Zed Book’s publishing rights on 20 March 2020.
2 The amortisation charge of £1,280,000 (2020: £986,000) was included in administrative expenses in the year.
189
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Notes to the Company Financial Statements
34. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers and
other office
equipment
£’000
453
49
502
36
538
380
31
411
43
454
84
91
Cars
£’000
–
90
–
90
67
(5)
152
–
45
45
59
(5)
99
53
45
1,743
194
1,937
320
2,257
1,319
160
1,479
168
1,647
610
458
Equipment
£’000
–
42
–
42
44
(42)
44
–
36
36
8
(42)
2
42
6
Cost
At 28 February 2019
Additions
At 29 February 2020
Additions
At 28 February 2021
Depreciation
At 28 February 2019
Charge for the year
At 29 February 2020
Charge for the year
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
2,718
20
2,738
4
2,742
1,570
104
1,674
108
1,782
960
1,064
The depreciation charge of £319,000 (2020: £295,000) was included in administrative expenses.
Property
£’000
–
9,523
1,412
10,935
–
(170)
10,765
–
970
970
1,027
(170)
1,827
8,938
9,965
35. Right-of-use assets
At 28 February 2019
Adjustment on initial application of IFRS 16
Additions
At 29 February 2020
Additions
Disposals
At 28 February 2021
Depreciation
At 28 February 2019
Charge for the year
At 29 February 2020
Charge for the year
Disposals
At 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
190
Total
£’000
4,914
263
5,177
360
5,537
3,269
295
3,564
319
3,883
1,654
1,613
Total
£’000
–
9,655
1,412
11,067
111
(217)
10,961
–
1,051
1,051
1,094
(217)
1,928
9,033
10,016
www.bloomsbury.comBloomsbury Publishing Plccontinued
36. Investment in subsidiary companies
Cost
At 29 February 2020 and 28 February 2021
Impairment
At 29 February 2020 and 28 February 2021
Net book value
At 28 February 2021
At 29 February 2020
Information on subsidiary companies is disclosed in note 30.
37. Other investments
Equity securities designated as at FVOCI
Joint venture
Total
The FVOCI equity investment in Cricket Properties Limited has been impaired in the year.
The amounts recognised in the Income Statement are as follows:
Equity securities impairment
Joint venture (loss)
Total
£’000
93,905
12,746
81,159
81,159
28 February
2021
£’000
29 February
2020
£’000
–
162
162
300
216
516
Year ended
28 February
2021
£’000
Year ended
29 February
2020
£’000
(300)
(110)
(410)
–
(7)
(7)
38. Deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset or liability
arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
At 28 February 2019
(Charge)/credit to the income statement
Credit to equity
At 29 February 2020
(Charge)/credit to the income statement
Credit to equity
At 28 February 2021
Property, plant
and equipment
£’000
Retirement
benefit
obligation
£’000
Share-based
payments
£’000
Provisions
£’000
(9)
(22)
–
(31)
(3)
-
(34)
3
31
–
34
3
-
37
129
107
46
282
67
3
352
347
(129)
–
218
201
-
419
Total
£’000
470
(13)
46
503
268
3
774
191
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Notes to the Company Financial Statements
38. Deferred tax assets and liabilities continued
The analysis for financial reporting purposes is as follows:
Deferred tax assets
Deferred tax liabilities
Total
28 February
2021
£’000
29 February
2020
£’000
774
–
774
503
–
503
Deferred tax is not provided on unremitted earnings of subsidiaries where the Company controls the timing of remittance and it is
probable that the temporary difference will not reverse in the foreseeable future.
39. Inventories
Work in progress
Finished goods for resale
Total
28 February
2021
£’000
29 February
2020
£’000
1,272
5,473
6,745
1,879
4,850
6,729
The cost of inventories recognised as cost of sales amounted to £20,253,000 (2020: £17,644,000).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £1,888,000 (2020:
£1,903,000).
40. Trade and other receivables
Current
Gross trade receivables
Less loss allowance
Net trade receivables
Amounts owed by Group undertakings
Other receivables
Prepayments
Accrued income
Royalty advances
Total trade and other receivables
28 February
2021
£’000
29 February
2020
£’000
38,791
(2,664)
36,127
14,560
3,730
673
2,926
13,234
71,250
32,835
(1,575)
31,260
12,824
2,033
775
2,597
12,520
62,009
A provision is held against gross advances payable in respect of published title advances, which may not be fully earned down by
anticipated future sales. As at 28 February 2021, £4,859,000 (2020: £2,534,000) of royalty advances are expected to be recovered
after more than 12 months.
Other receivables principally comprises VAT recoverable.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Company’s
exposure to credit and currency risks is disclosed in note 46. Trade receivables principally comprise amounts receivable from the sale
of books due from distributors. The average number of days’ credit taken for sales of books by the Company was 176 days (2020: 181
days).
Movements on the Company’s loss allowance for trade receivables are as follows:
At start of year
Amounts created
Amounts released
Amounts utilised
At end of year
192
28 February
2021
£’000
29 February
2020
£’000
1,575
1,704
(149)
(466)
2,664
1,736
401
(177)
(385)
1,575
www.bloomsbury.comBloomsbury Publishing Plccontinued 41. Trade and other liabilities
Current
Trade payables
Sales return liability
Amounts owed to Group undertakings
Taxation and social security
Other payables
Accruals and deferred income
Total current trade and other liabilities
Total trade and other payables liabilities
28 February
2021
£’000
29 February
2020
£’000
4,979
3,908
59,502
692
2,221
16,167
87,469
87,469
8,809
1,605
47,901
642
2,379
11,108
72,444
72,444
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables principally
comprises sub rights payable to authors.
If actual returns were 10% higher or lower in the year revenue would have been £0.4 million lower/higher (2020: £0.5 million). Accruals
are higher than last year at due to a higher royalty accrual, up £1.7 million, and a £2.6 million employee bonus payable for the year
(2020: £nil).
42. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability
Equity
Balance at 1 March 2020
Changes from financing cash flows
Dividend paid
Proceeds from share issue
Proceeds from exercise of share options
Repayment of lease liability
Interest paid
Total changes from financing cash flows
Other changes
Liability-related
Right-of-use asset additions
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 28 February 2021
Lease liability
£’000
10,838
–
–
–
(781)
(308)
(1,089)
111
308
419
–
10,168
Bank overdrafts
used for cash
management
purposes
£’000
–
–
–
–
–
–
–
–
–
–
–
–
Share
capital/share
premium
£’000
40,330
Other
reserves
£’000s
8,549
–
7,978
–
–
–
7,978
–
–
–
31
48,339
–
–
–
–
–
–
–
–
–
1,221
9,770
Retained
earnings
£’000
52,259
(1,045)
–
184
–
–
(861)
–
–
–
6,064
57,462
Total
£’000
111,976
(1,045)
7,978
184
(781)
(308)
6,028
111
308
419
7,316
125,739
193
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Notes to the Company Financial Statements
continued
42. Loans and borrowings continued
Balance at 1 March 2019
Changes from financing cash flows
Dividend paid
Proceeds from exercise of share options
Repayment of lease liability
Interest paid
Total changes from financing cash flows
Other changes
Liability-related
IFRS 16 transition
Right-of-use asset additions
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 29 February 2020
43. Provisions
At 29 February 2020
Created in the year
Utilised in the year
At 28 February 2021
Non-current
Current
Liability
Equity
Bank overdrafts
used for cash
management
purposes
£’000
–
–
–
–
(1)
(1)
–
–
1
1
–
–
Lease
liability
£’000
–
–
–
(880)
(322)
(1,202)
10,306
1,412
322
12,040
–
10,838
Share
capital/share
premium
£’000
40,330
Other
reserves
£’000s
7,920
–
–
–
–
–
–
–
–
–
–
40,330
–
–
–
–
–
–
–
–
–
629
8,549
Author
advance
£’000
151
73
(108)
116
–
116
Retained
earnings
£’000
47,822
(6,009)
27
–
–
(5,982)
–
–
–
–
10,419
52,259
Property
£’000
144
72
–
216
216
–
Total
£’000
96,072
(6,009)
27
(880)
(323)
(7,185)
10,306
1,412
323
12,041
11,048
111,976
Total
£’000
295
145
(108)
332
216
116
The property provision is in respect of dilapidations for the Bedford Square head office. The author advance provision relates a
provision against future cash outflows on published titles where the Group does not expect to fully recover the advance.
44. Share capital and other reserves
For details of share capital, share premium, merger reserve, capital redemption reserve, share-based payment reserve and retained
earnings see note 22 and the Company statement of changes in equity attributable to the owners of the Company. For details of the
Company profit for the year see note 32b.
For details of dividends see note 8.
As at 28 February 2021, the Company had distributable reserves of £57.5 million. The total external dividends excluding the special
dividend relating to the year ended 28 February 2021 amounted to £7.2 million. The Company distributable reserves support just
under eight times this annual dividend.
194
www.bloomsbury.comBloomsbury Publishing Plc 45. Share-based payments
Options over shares of the Company have been granted to employees of the Company and Group under various schemes. The full
share-based payment disclosures can be found in note 23.
The total share-based payment charge to the income statement for the year was:
Equity-settled share-based transactions
Cash-settled share-based transactions
Total
28 February
2021
£’000
29 February
2020
£’000
1,221
195
1,416
629
132
761
£795,000 (2020: £447,000) of this amount was recharged to subsidiaries of the Company.
46. Financial instruments and risk management
Full disclosures relating to the Group’s financial risk management strategies and other financial assets and liabilities are given in note
25 to the consolidated financial statements.
Categories of financial instruments
Investments available for sale
Equity securities designated as FVOCI (Level 3)
Joint venture
Total investments available for sale
Loans and receivables
Cash and cash equivalents
Amounts owed by Group undertakings
Trade receivables
Accrued income
Total loans and receivables
Financial liabilities measured at amortised cost
Trade payables
Sales return liability
Accruals
Other payables
Amounts owed to Group undertakings
Lease liabilities
Total financial liabilities measured at amortised cost
28 February
2021
£’000
29 February
2020
£’000
Notes
37
40
40
40
41
41
41
47
–
162
162
38,329
14,560
36,127
2,926
91,942
4,979
3,908
16,000
2,913
59,502
10,168
97,470
300
216
516
19,995
12,824
31,260
2,597
66,676
8,809
1,605
11,108
3,021
47,901
10,838
83,282
Net financial instruments
(5,366)
(16,090)
The equity securities are classed as level 3 as the shares are not actively traded stock. The fair value is assessed based on recent share
subscriptions where these are available and relevant to the fair value of the investment.
195
Stock code: BMYAnnual Report and Accounts 2021Financial Statements
Notes to the Company Financial Statements
continued
46. Financial instruments and risk management continued
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
Variable rate financial assets
28 February
2021
£’000
29 February
2020
£’000
38,329
19,995
Interest rate sensitivity analysis
The Company derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the market
volatility in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
Impact on profit and equity
1% increase in base rate of interest (2020: 1%)
0.5% decrease in base rate of interest (2020: 0.5%)
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts:
28 February
2021
£’000
29 February
2020
£’000
236
(118)
142
(79)
GBP
USD
EURO
AUD
Total
Loan and receivables
Financial liabilities
28 February
2021
£’000
29 February
2020
£’000
28 February
2021
£’000
29 February
2020
£’000
89,595
1,289
690
368
91,942
63,742
1,828
833
273
66,676
96,817
407
246
–
97,470
82,713
403
166
–
83,282
Foreign currency sensitivity analysis
The Company derived the following sensitivities based on the outstanding foreign currency denominated financial assets and liabilities
at the year end.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between the
current and previous year end, and represents management’s assessment of the reasonably possible change in foreign exchange rates.
A positive number below indicates an increase in profit or loss and equity.
Impact on profit or loss
10% weakening in US dollar against pound sterling (2020: 10%)
10% strengthening in US dollar against pound sterling (2020: 10%)
10% weakening in euro against pound sterling (2020: 10%)
10% strengthening in euro against pound sterling (2020: 10%)
10% weakening in AUS dollar against pound sterling (2020: 10%)
10% strengthening in AUS dollar against pound sterling (2020: 10%)
28 February
2021
£’000
29 February
2020
£’000
(80)
98
(41)
50
(33)
41
(129)
158
(61)
75
(25)
30
196
www.bloomsbury.comBloomsbury Publishing Plc
b) Credit risk
The Company has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final customers
are set by the distributors based on a combination of payment history and third-party credit references. Credit limits are reviewed
on a regular basis in conjunction with debt ageing and collection history. The distributors belong to established international groups
whose business includes a number of publishing interests and clients. The Company’s risk is limited as significant amounts outstanding
through the UK distributors are secured by credit insurance. The balances with the distributors make up 87% (2020: 87%) of the gross
trade receivable balance.
c) Liquidity risk
Currently, the Company has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. However, the
Company’s exposure to liquidity risk continues to remain high given the macro economic climate with coronavirus. The Board has
modelled a severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under this scenario
the Company is expected to have sufficient liquidity for at least 12 months from the date of approval of the financial statements.
The Company has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2021, the Group had no draw down
(2020: £nil) of this facility with £8.0 million of undrawn borrowing facilities (2020: £8.0 million) available.
The facility comprises a committed revolving loan facility of £8 million in the first half and an additional £4 million in the second half,
totalling £12 million, to match Bloomsbury’s cash flow cycle, and an uncommitted incremental term loan facility of up to £6 million.
The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a minimum interest cover covenant
of 4x. The agreement is to May 2022.
47. Leases
The Company’s lease portfolio consists of office properties, vehicles and equipment.
The maturities of the Group’s lease liabilities are as follows:
Less than one year
One to five years
More than five years
Total undiscounted lease liabilities
Lease liabilities included in the balance sheet
Current
Non-current
28 February
2021
£’000
29 February
2020
£’000
1,179
4,967
5,288
11,434
10,168
1,143
9,025
1,248
4,831
6,813
12,892
10,838
906
9,932
197
Stock code: BMYAnnual Report and Accounts 2021Financial Statements Notes to the Company Financial Statements
continued
48. Commitments and contingent liabilities
a) Capital commitments
Property, plant and equipment
Intangible assets
Total
28 February
2021
£’000
29 February
2020
£’000
–
118
118
–
238
238
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. At 28 February 2021, this commitment
amounted to £14,331,000 (2020: £12,306,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing facilities;
see note 46c.
The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in note 30, to enable them to take the
audit exemption under section 479A of the Companies Act 2006.
49. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
Sale of goods to subsidiaries
Management recharges
Commission payable to subsidiaries
Finance income from subsidiaries
Rights income from joint venture
Amounts owed by subsidiaries at year end
Amounts owed to subsidiaries at year end
28 February
2021
£’000
29 February
2020
£’000
10,482
8,135
2
96
15
14,560
59,502
9,525
9,422
(8)
91
–
12,824
47,901
All amounts outstanding are unsecured and will be settled in cash. £0.5 million provision has been made for doubtful debts in respect
of the amounts owed by subsidiaries (2020: £nil).
Key management remuneration is disclosed in note 5.
198
www.bloomsbury.comBloomsbury Publishing Plc Additional information
Additional
information
Five Year Financial Summary
Company Information
Legal Notice
Notice of the Annual General Meeting
200
201
202
203
Stock code: BMY
Stock code: BMY
Annual Report and Accounts 2021 199
199
Annual Report and Accounts 2021
Five Year Financial Summary
Revenue
Adjusted profit†
Adjusted diluted EPS‡
Dividend per share
Return on Capital Employed
Net assets
Net cash*
2017
£’000
142,564
12,039
12.22p
6.70p
8.2%
139,299
15,478
2018
£’000
161,510
13,217
13.47p
7.51p
9.9%
139,563
25,428
2019
£’000
162,679
14,374
14.48p
7.96p
11.0%
143,738
27,580
2020
£’000
162,772
15,704
16.23p
1.28p
12.2%
149,673
31,345
2021
£’000
185,136
19,153
18.68p
18.64p
15.4%
168,249
54,466
† Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.
‡ Adjusted diluted EPS is calculated from adjusted profit with tax on adjusted profit deducted. All prior periods adjusted diluted EPS
has been restated for the bonus issue of shares in the year, see note 10. The adjusted diluted EPS for the year ended 28 February
2021 includes a special dividend of 9.78p pence per share
* Net cash is cash and cash equivalents net of the bank overdraft.
Prior periods have not been restated to reflect the adoption of IFRS 15 “Revenue from Contracts with Customers” and IFRS 9
“Financial Instruments” in 2019 IFRS 16 ‘Leases’ in 2020.
200
www.bloomsbury.comBloomsbury Publishing Plc Company Information
Chairman
Executive Directors
Independent Non-Executive Directors
Sir Richard Lambert – Non-Executive Chairman
Nigel Newton – Founder and Chief Executive
Penny Scott-Bayfield – Group Finance Director
John Warren – Senior Independent Director
Steven Hall
Leslie-Ann Reed
Baroness Lola Young of Hornsey
Company Secretary
Maya Abu-Deeb
Registered Office
50 Bedford Square
London
WC1B 3DP
+44 (0) 20 7631 5600
Registered number
01984336 (England and Wales)
Auditor
Bankers
Stockbrokers and Financial Advisers
Registrars
KPMG LLP
15 Canada Square
London
E14 5GL
Lloyds Bank
25 Gresham Street
London
EC2V 7HN
Investec Investment Banking
30 Gresham Street
London
EC2V 7QP
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
201
Stock code: BMYAnnual Report and Accounts 2021Additional information Legal Notice
Certain information in this document has not been audited or otherwise independently verified and no representation or warranty,
express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the
information or opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any
liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this document, or its contents, or
otherwise arising in connection with this document.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares
in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of
the Company.
Certain statements, statistics and projections in this document are or may be forward looking. By their nature, forward-looking
statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ
materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any
particular expectation will be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking
statements contained in this document regarding past trends or activities should not be taken as representation that such trends
or activities will continue in the future. You should not place undue reliance on forward-looking statements, which are based on the
knowledge and information available only at the date of this document’s preparation. For a description of certain factors that may
affect Bloomsbury’s business, financial performance or results of operations, please refer to the principal risks included in this Annual
Report and Accounts; see pages 48 to 54.
The Company does not undertake any obligation to update or keep current the information contained in this document, including any
forward-looking statements, or to correct any inaccuracies, which may become apparent and any opinions expressed in it are subject
to change without notice.
References in this report to other reports or materials, such as a website address, have been provided to direct the reader to other
sources of Bloomsbury information which may be of interest. Neither the content of Bloomsbury’s website nor any website accessible
by hyperlinks from Bloomsbury’s website nor any additional materials contained or accessible thereon, are incorporated in, or form
part of, this report.
202
www.bloomsbury.comBloomsbury Publishing Plc Notice of the Annual General Meeting
Bloomsbury Publishing Plc
To be held at offices of
Hudson Sandler LLP
25 Charterhouse Square
London
EC1M 6AE*
On Wednesday 21 July 2021 at 12.00 noon
To Bloomsbury Shareholders
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other
appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you sell or have sold or otherwise transferred all of your shares in Bloomsbury Publishing Plc, please send this document together
with the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected for delivery to the purchaser or the transferee.
*ARRANGEMENTS IN LIGHT OF THE CORONAVIRUS PANDEMIC
In light of the coronavirus pandemic, please refer to the Company Secretary’s letter over the page which details the arrangements of
this year’s Annual General Meeting.
203
Stock code: BMYAnnual Report and Accounts 2021Additional information Letter to Shareholders
2 June 2021
Dear Shareholder
Bloomsbury Publishing Plc - Annual General Meeting
I am pleased to inform you that this year’s Annual General Meeting (“AGM”) of Bloomsbury Publishing Plc (the “Company”) will be
held at the offices of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE on Wednesday 21 July 2021 at 12.00 noon.
Information regarding the AGM, including the information required by section 311A of the Companies Act 2006, is available from
www.bloomsbury-ir.co.uk.
AGM Arrangements
We are keen to welcome Shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the
coronavirus pandemic. At the time of writing this letter, the UK Government plans to lift all restrictions relating to coronavirus before
the date of the AGM and it is therefore currently anticipated that Shareholders, proxies and corporate representatives will be able
to attend and participate in the AGM. Please note that all attendees will be required to adhere to the health and safety measures
detailed below under the heading “Health and Safety”.
However, given the constantly evolving nature of the situation, it may be the case that following the publication and despatch of
this Notice of Meeting, further restrictions on the ability of people to gather and meet in indoor venues may be imposed by the
UK Government, or the date on which the restrictions are currently expected to be lifted is postponed to a future date. We want to
ensure that we are able to adapt these arrangements efficiently to respond to changes in circumstances. On this basis, should the
situation change such that we consider that it is no longer possible for Shareholders to attend the meeting, the Company will make
announcements via the Regulatory News Service and its investor relations website (www.bloomsbury-ir.co.uk) to keep Shareholders up
to date as to the ability to attend the AGM in person.
Attendance at the AGM
Shareholders intending to attend the AGM are asked to register their intention as soon as practicable by filling out a form which can
be found at www.bloomsbury-ir.co.uk/governance/governance-agm.
Proxies
Given the uncertainty around whether Shareholders will be able to attend the AGM because of tighter restrictions due to a change in
the situation with the coronavirus pandemic, Shareholders are encouraged to participate by submitting a proxy vote in advance of the
meeting and appointing the Chair of the Meeting as their proxy. This will ensure that your vote will be counted if ultimately you (or any
other proxy you might otherwise appoint) are not able to attend the meeting in person. Further details on how Shareholders can vote
are set out below under the heading “Voting by Proxy”.
Voting by Proxy
Similarly to last year, Shareholders will not receive a form of proxy for the AGM in the post. Instead, instructions can be found in the
section entitled “Explanatory Notes to the Notice” to enable Shareholders to vote electronically and how to register to do so. To
register, Shareholders will need their Investor Code, which can be found on their share certificate. Shareholders may request a paper
form of proxy from our Registrar, Link Group. Proxy votes should be submitted as early as possible and in any event by no later than
12.00 noon on Monday 19 July 2021 in order to count towards the vote. Submission of a proxy vote will not preclude a Shareholder
from attending and voting at the AGM in person. As mentioned above, Shareholders may prefer to appoint the Chair of the Meeting
as their proxy for this year’s AGM.
Health and Safety
The health and safety of our employees and Shareholders is paramount to us. Please note therefore that strict health and safety
measures will be enforced at the AGM. We ask that all prospective attendees:
• Download the NHS Test & Trace app prior to arrival;
• Agree to have their temperature checked prior to admission to the meeting;
• Wear face coverings at all times during the meeting; and
• Practice social distancing at all times during the meeting.
204
www.bloomsbury.comBloomsbury Publishing Plc Communication of changes
The situation is constantly evolving, and it may become necessary to change the arrangements for this year’s AGM after the
date of this letter. The Company will provide any appropriate updates in relation to the AGM via its investor relations website
(www.bloomsbury-ir.co.uk) and the Regulatory News Service.
Resolutions
This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening the AGM.
You will also find notes in the section entitled “Explanatory Notes to the Resolutions” relating to the resolutions that you will be asked
to consider and vote on at the AGM. Resolutions 1 to 13 will be proposed as ordinary resolutions and resolutions 14 to 16 will be
proposed as special resolutions.
If you have elected to receive information from the Company in hard copy, you will have received the Annual Report and Accounts
2021 with this document. Shareholders who have not elected to receive hard copy documents can view or download the Annual
Report and Accounts 2021 and this Notice from our website at www.bloomsbury-ir.co.uk.
Recommendation
The Directors consider that all the resolutions that are to be considered at the AGM are in the best interests of the Company and its
Shareholders as a whole and are most likely to promote the success of the Company for the benefit of Shareholders as a whole. The
Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do so in respect of their
own interests (both beneficial and non-beneficial).
Yours faithfully
Maya Abu-Deeb
General Counsel & Group Company Secretary
Bloomsbury Publishing Plc
2 June 2021
205
Stock code: BMYAnnual Report and Accounts 2021Additional information Notice of the Annual General Meeting
Bloomsbury Publishing Plc
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the “Company”) will be held at the offices
of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE on Wednesday 21 July 2021 at 12.00 noon.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 13 will be proposed as ordinary resolutions and
resolutions 14 to 16 will be proposed as special resolutions.
Ordinary Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
1. To receive the audited accounts of the Company for the year ended 28 February 2021, together with the Report of the Directors
and the report of the Auditor thereon.
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Directors’
Remuneration for the year ended 28 February 2021, as set out on pages 108 to 110 and 118 to 128 respectively of the Company’s
Annual Report and Accounts for the year ended 28 February 2021.
3. To declare a special dividend for the year ended 28 February 2021 of 9.78 pence per Ordinary share.
4. To declare a final dividend for the year ended 28 February 2021 of 7.58 pence per Ordinary share.
5. To re-appoint Steven Hall as a Director of the Company.
6. To re-appoint Sir Richard Lambert as a Director of the Company.
7. To re-appoint Nigel Newton as a Director of the Company.
8. To re-appoint Leslie-Ann Reed as a Director of the Company.
9. To re-appoint Penny Scott-Bayfield as a Director of the Company.
10. To appoint Baroness Lola Young of Hornsey as a Director of the Company.
11. To re-appoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at
which financial statements for the Company are laid before the Company.
12. To authorise the Directors to determine the remuneration of the Auditor on behalf of the Company.
Special Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions of which Resolution 13 will be proposed as an
ordinary resolution and resolutions 14, 15 and 16 will be proposed as special resolutions.
13. THAT:
a. the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”)
to exercise all the powers of the Company to allot any shares in the Company and to grant rights to subscribe for or convert
any security into shares in the Company to such persons and on such terms as they think proper up to a maximum aggregate
nominal amount of £340,036 provided that:
i. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this
resolution or, if earlier, 15 months from the date of passing of this resolution, unless previously varied, revoked or renewed
by the Company in general meeting; and
ii. the Company shall be entitled to make, before the expiry of such authority, any offer or agreement which would or might
require shares to be allotted or rights to subscribe for or convert any security into shares in the Company to be granted after
the expiry of such authority and the Directors may allot any shares pursuant to such offer or agreement as if such authority
had not expired; and
iii. the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or
under the laws of, any territory or any other matter; and
b. all prior authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares
in the Company given to the Directors by resolution of the Company be revoked but without prejudice to the allotment of any
shares already made or agreed to be made pursuant to such authorities.
14. THAT: if Resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006 (“the
Act”)) for cash under the authority given by that resolution and/or to sell Ordinary shares held by the Company as treasury shares
for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
a. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer in favour of holders
of Ordinary shares in the Company where the equity securities respectively attributable to the interests of all such holders of
Ordinary shares are proportionate (as nearly as may be) to the respective numbers of and/or rights attaching to Ordinary shares
held by them, subject to such exceptions, exclusions or other arrangements as the Directors may deem necessary or expedient
to deal with fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any
regulatory body or any stock exchange or otherwise in any territory;
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www.bloomsbury.comBloomsbury Publishing Plc b. to the allotment of equity securities pursuant to the terms of the Company’s existing employees’ share or share option schemes
or any other employees’ share scheme approved by the Shareholders of the Company in general meeting; and
c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. and b. above) up to a nominal
value not exceeding in aggregate £51,005;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier,
15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general
meeting, and provided that the Company may, before such expiry, make any offer or agreement which would or might require
equity securities to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and
the Directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby
conferred had not expired; and all prior powers granted under section 571 of the Act revoked, provided that such revocation shall
not have retrospective effect.
15. THAT: if Resolution 13 is passed, the Directors be authorised, in addition to any authority granted under Resolution 14, to allot
equity securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by Resolution 13 and/or
to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such
allotment or sale, such further authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £51,005; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original
transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of the notice of this resolution;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier,
15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general
meeting, and provided that the Company may, before such expiry, make any offer or agreement which would or might require
equity securities to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and
the Directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby
conferred had not expired; and all prior powers granted under section 571 of the Act revoked, provided that such revocation shall
not have retrospective effect.
16. THAT: the Company be authorised, pursuant to section 701 of the Companies Act 2006 (“the Act”), to make market purchases (as
defined in section 693(4) of the Act) of any of its Ordinary shares of 1.25p each (“Ordinary shares”) in such manner and on such
terms as the Directors may from time to time determine provided that:
a. the maximum number of Ordinary shares authorised to be purchased is 8,160,867 Ordinary shares being 10% of the issued
Ordinary shares of the Company at the date of the notice of this resolution;
b. the maximum price (exclusive of expenses) which may be paid for each Ordinary share is an amount equal to 105% of the
average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily Official List for the
five business days immediately preceding the date on which such share is contracted to be purchased and the minimum price
(exclusive of expenses) which may be paid for each Ordinary share is 1.25 pence;
c. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of
the Company to be held after passing this resolution or 15 months from the date of passing of this resolution, whichever shall
be the earlier; and
d. the Company shall be entitled under such authority to make at any time before its expiry or termination any contract to
purchase its own shares which will or might be concluded wholly or partly after the expiry or termination of such authority and
may purchase its own shares pursuant to such contract.
By order of the Board
Maya Abu-Deeb
General Counsel & Group Company Secretary
Bloomsbury Publishing Plc
2 June 2021
Registered Office
50 Bedford Square
London
WC1B 3DP
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Explanatory Notes to the Resolutions
Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of
the votes cast must be in favour of the resolution.
Resolutions 14 to 16 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-
quarters of the votes cast must be in favour of the resolution.
Resolution 1 (ordinary resolution) – Report and Accounts
To receive the report of the Directors and the financial statements for the year ended 28 February 2021, together with the report of
the Auditor.
Resolution 2 (ordinary resolution) – Approval of Annual Statement by the Chair of the Remuneration Committee and
Annual Report on Directors’ Remuneration
The Directors are required to prepare the Directors’ Remuneration Report, comprising an annual report detailing the remuneration
of the Directors and an annual statement by the Chair of the Remuneration Committee. These are set out on pages 108 to 110 and
118 to 128 of the Annual Report and Accounts. The Company is required to seek Shareholders’ approval in respect of the contents
of the Remuneration Report on an annual basis (excluding the part containing the Directors’ Remuneration Policy) and of the annual
statement. The vote for Resolution 2 is an advisory one.
Resolution 3 (ordinary resolution) – Special Dividend
The Board proposes a special dividend of 9.78 pence per share for the year ended 28 February 2021. If approved, the recommended
special dividend will be paid on 27 August 2021 to all Shareholders on the register on the record date of 30 July 2021. Payments will
be made by cheque or BACS (where there is an existing dividend mandate). The special dividend equates to an aggregate distribution
to Shareholders of approximately £8.0 million.
Resolution 4 (ordinary resolution) – Final Dividend
The Board proposes a final dividend of 7.58 pence per share for the year ended 28 February 2021. If approved, the recommended
final dividend will be paid on 27 August 2021 to all Shareholders on the register on the record date of 30 July 2021. Payments will be
made by cheque or BACS (where there is an existing dividend mandate). The final dividend equates to an aggregate distribution to
Shareholders of approximately £6.2 million, making approximately £7.2 million in aggregate for the interim and final dividend together
for the year ended 28 February 2021.
Resolutions 5 to 10 (ordinary resolutions) – Re-appointment of Directors
In accordance with best practice for issuers listed on the Main Market of the London Stock Exchange and the Articles, all the Directors
will retire at the AGM and, being eligible, offer themselves for re-appointment except John Warren who will resign as a Director of the
Company.
The Board has considered the appraisal of the performance of each Director offering themselves for re-appointment and has
concluded that each of them makes positive and effective contributions to the meetings of the Board and the Committees on which
they sit and that they demonstrate commitment to their roles.
The Board is satisfied that each Non-Executive Director offering themselves for appointment or re-appointment is independent in
character and there are no relationships or circumstances likely to affect their character or judgement.
Biographical details for each of the Directors may be found on pages 86 to 87 of the Annual Report and Accounts.
The Board unanimously recommends the appointment or re-appointment of each of the Directors.
Resolution 11 (ordinary resolution) – Re-appointment of the Auditor
The Board recommends that the incumbent External Auditor, KPMG LLP (who have been in office since the 2013/2014 financial year),
be re-appointed for a further year so that they are able to audit the Company’s report and accounts for the year ending 28 February
2022.
Resolution 12 (ordinary resolution) – Remuneration of the Auditor
The Board proposes that it be authorised to determine the level of the Auditor’s remuneration for the year ending 28 February 2022.
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www.bloomsbury.comBloomsbury Publishing Plc Resolution 13 (ordinary resolution) – Authority to allot Ordinary shares
This is an ordinary resolution to replace the general authority, last given at the 2020 AGM, for the Directors to be authorised to
allot Ordinary shares pursuant to section 551 of the Act. This resolution, if passed, would give the Directors the authority to allot up
to 27,202,891 Ordinary shares of 1.25 pence with a nominal value of £340,036, representing approximately 33.33% of the issued
Ordinary share capital of the Company at the date of this Notice.
This authority, if granted, will expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the date
of passing this resolution. The Board has no present intention of exercising the authority granted by this resolution save in the
circumstances referred to below. The Board intends to seek its renewal at subsequent AGMs of the Company.
As at the date of signing the Directors’ Remuneration Report for the 2021 Annual Report and Accounts, the Directors had beneficial
holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 1.49% of the Ordinary shares in issue.
The Directors have been granted awards under the Company’s share award schemes that, if they were to fully vest, would entitle the
Directors to further Ordinary shares which in aggregate would amount to approximately a further 1.15% of the Ordinary shares in
issue.
Resolutions 14 and 15 (special resolutions) – Disapplication of statutory pre-emption provisions
If the Directors wish to allot new shares and other equity securities, or to sell treasury shares, for cash (other than in connection with
an employee share scheme), Company Law requires that these shares are offered first to Shareholders in proportion to their existing
shareholdings.
The Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date
of this Notice supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities
and sales of treasury shares for cash representing no more than 5% of the issued Ordinary share capital of the Company (exclusive of
treasury shares), without restriction as to the use of proceeds of those allotments.
Accordingly, the purpose of Resolution 14 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment authority
given to them by Resolution 13, or to sell treasury shares, for cash (i) pursuant to the terms of the Company’s employees’ share
schemes, (ii) in connection with a pre-emptive offer or rights issue to Shareholders or (iii) otherwise up to a nominal value equivalent to
5% of the issued Ordinary share capital (exclusive of treasury shares) without the shares first being offered to existing Shareholders in
proportion to their existing shareholdings.
The Board also intends to adhere to the provisions in the Pre-Emption Group’s Statement of Principles and not to allot shares or
other equity securities or to sell treasury shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 14 in
excess of an amount equal to 7.5% of the issued Ordinary share capital (excluding treasury shares), within a rolling three-year period,
other than: with prior consultation with Shareholders; or in connection with an acquisition or specified capital investment which is
announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the
announcement of the allotment.
The Pre-Emption Group’s Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments
of shares and other equity securities and sales of treasury shares for cash representing no more than an additional 5% of issued
Ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment
in respect of which sufficient information is made available to Shareholders to enable them to reach an assessment of the potential
return.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group, the purpose of Resolution 15 is to
authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 13,
or sell treasury shares, for cash up to a further nominal amount equivalent to 5% of the issued Ordinary share capital (exclusive of
treasury shares) only in connection with an acquisition or specified capital investment which is announced contemporaneously with
the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the
authority given in Resolution 15 is used, the Company will publish details of the placing in its next annual report.
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continued
If Resolutions 14 and 15 are passed, the authority will expire on the earlier of the conclusion of the Company’s next AGM and 15
months from the date of passing the resolutions.
The Board considers the authorities in Resolutions 14 and 15 to be appropriate in order to allow the Company flexibility to finance
business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the
statutory pre-emption provisions. The Directors have no current intention to exercise the authorities granted by Resolutions 14 and
15. The Company has not allotted Ordinary shares or sold treasury shares for cash on a non-pre-emptive basis in the previous six years
other than as follows: 869,054 shares allotted during December 2014 in connection with the acquisition of Osprey Publishing; 247,393
shares allotted during August 2016 in connection with the acquisition of Berg Fashion Library; shares allotted under employee share
option schemes; the non-pre-emptive equity placing of 3,766,428 Ordinary shares in the capital of the Company in April 2020; and the
issue of 2,513,674 Ordinary shares by way of a bonus issue in August 2020.
Resolution 16 (special resolution) – Authority for the Company to purchase Ordinary shares
This is a resolution to replace the general authority, last given at the 2020 AGM, for the Company to purchase its own Ordinary shares
and either to cancel them or to hold them as treasury shares. The Company would be authorised to make market purchases of up to
8,160,887 Ordinary shares with a nominal value of £102,011, being equivalent to 10% of the issued Ordinary share capital (excluding
treasury shares) at the date of this Notice.
Treasury shares are not taken into account in calculations of earnings per share and may only be transferred pursuant to an employee
share scheme, cancelled or sold for cash. Shares would only be purchased if the Directors consider such purchases are in the best
interests of Shareholders generally and can be expected to result in an increase in earnings per share. The authority will only be used
after considering the prevailing market conditions, other investment opportunities, appropriate gearing levels and the overall financial
position of the Company. Any purchases would be market purchases through the London Stock Exchange. The upper and lower limits
on the price which may be paid for those shares are set out in the resolution itself.
This authority would, if granted, expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the date of
passing this resolution.
The Directors believe it is prudent to seek this general authority to be able to act if circumstances arise in which they consider such
purchases to be in the best interests of Shareholders generally. The Directors have no current intention to exercise the authority
granted by this resolution. The Company has not purchased its own Ordinary shares in the previous five years and holds no shares in
treasury as at the date of this Notice.
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www.bloomsbury.comBloomsbury Publishing Plc Explanatory Notes to the Notice
The following notes explain your general rights as a Shareholder and your right to attend and vote at the AGM or to appoint someone
else to vote on your behalf.
As explained in the Letter to Shareholders on page 2, Shareholders wishing to attend the meeting are asked to register their
attendance as soon as possible (please see Note 1 below). Shareholders are also recommended to appoint the Chair of the
Meeting to be their proxy at the AGM (see Note 2 below).
1. Entitlement to attend and vote. Shareholders included on the register of members (in relation to Ordinary shares held in CREST,
pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001) at close of business on Monday 19 July 2021 will be
entitled to vote at the AGM in respect of the number of Ordinary shares registered in their name at that time. Changes to the
register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.
Shareholders wishing to attend the meeting are asked to register their attendance as soon as possible by filling out a
questionnaire which can be found at www.bloomsbury-ir.co.uk/governance/governance-agm. Rules around capacity at the
venue and changes in health and safety requirements may mean Shareholders cannot ultimately attend the meeting.
2. Appointment of proxies. If a Shareholder meets the criteria set out in Note 1 above, they are entitled to attend and vote or may
appoint one or more proxies to attend, speak and vote on their behalf. Given the uncertainty around whether Shareholders
will be able to attend the AGM, whether because of capacity at the venue does not allow for safety reasons related
to coronavirus restrictions or due to a change in the situation with the coronavirus pandemic, we recommend that all
Shareholders appoint the Chair of the Meeting as their proxy. This will ensure that all Shareholder votes are counted
even if attendance at the meeting is restricted or a Shareholder or any other proxy a Shareholder might appoint is unable
to attend in person. The return of a completed proxy form will not prevent a Shareholder from attending the AGM and
voting in person if the Shareholder wishes to do so, should this be permitted under the applicable coronavirus restrictions.
In general however, a proxy need not be a Shareholder of the Company. A Shareholder can only appoint a proxy using the
procedures set out in these notes. If a Shareholder wishes their proxy to speak on their behalf at the meeting, they will need to
appoint their own choice of proxy (who is not the Chair) and give instructions directly to the proxy. A Shareholder may appoint
more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A Shareholder may not
appoint more than one proxy to exercise rights attached to any one share. A vote withheld is not a vote in law, which means
that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the
Shareholder’s proxy will vote or abstain from voting at their discretion. The Shareholder’s proxy will vote (or abstain from voting) as
they think fit in relation to any other matter which is put before the AGM.
Shareholders are recommended to vote their shares electronically at www.signalshares.com. On the home page, search
“Bloomsbury Publishing Plc” and then register or log in, using your Investor Code. To vote at the AGM, click on the “Vote Online
Now” button by not later than 12.00 noon on Monday 19 July 2021 (or 48 hours (excluding weekends and public holidays) before
the time appointed for any adjournment of it). Electronic votes and proxy votes should be submitted as early as possible and, in
any event, to be received by no later than 12.00 noon on Monday 19 July 2021. Any power of attorney or other authority under
which the proxy is submitted must be sent to the Company’s Registrar (Link Group, PXS 1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL) so as to have been received by the Company’s Registrars by not later than 12.00 noon on Monday 19 July 2021
(or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).
You are entitled to request a hard copy form of proxy directly from the Registrar, Link Group, whose contact details can be
found in Note 14. If a paper form of proxy is requested from the Company’s Registrar, it must be completed and sent to the
Company’s Registrar (Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL) so as to have been received by
the Company’s Registrars by not later than 12.00 noon on Monday 19 July 2021 (or 48 hours (excluding weekends and public
holidays) before the time appointed for any adjournment of it).
3. Appointment of proxies through CREST. CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures
described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who
have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy
Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must
contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as
to be received by the issuer’s agent (ID - RA10) not later than 48 hours before the time appointed for holding the AGM. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST
Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy by
other means. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual. In
all cases, for a proxy form to be valid, the CREST Voting Service information must be received by the Company’s Registrar no later
than 48 hours before the time appointed for the holding of the AGM.
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Explanatory Notes to the Notice
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set
out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. Appointment of proxy by joint members. In the case of joint holders, where more than one of the joint holders purports to
appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order
in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-
named being the most senior).
5. Changing proxy instructions. To change your proxy instructions simply submit a new proxy appointment using the methods
set out in Note 2. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended
instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have
appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form,
please contact Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If you submit more than one valid
proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
6. Termination of proxy appointments. In order to revoke a proxy instruction electronically please follow the method set out in
Note 2 and elect to withhold your vote on each resolution. To revoke a hard copy proxy instruction you will need to inform the
Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Group
at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a Shareholder which is a company, the revocation
notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of
such power or authority) must be included with the revocation notice. The revocation notice must be received by Link Group no
later than 12.00 noon on Monday 19 July 2021. If you attempt to revoke your proxy appointment but the revocation is received
after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a
proxy does not preclude you from attending the AGM and voting in person, subject to any changes required to be made to the
AGM arrangements referred to above. If you have appointed a proxy and attend the AGM in person, your proxy appointment
will automatically be terminated.
7. Corporate representatives. A corporation which is a Shareholder can appoint one or more corporate representatives who may
exercise, on its behalf, all its powers as a Shareholder provided that no more than one corporate representative exercises powers
over the same shares.
8.
Issued shares and total voting rights. As at 1 June 2021 (being the last business day prior to the date of this Notice), the
Company’s issued share capital comprised 81,608,672 Ordinary shares of 1.25 pence each (subject to any changes that will be
notified to you at the beginning of the AGM). Each Ordinary share carries the right to one vote at a General Meeting of the
Company and, therefore, the total number of voting rights in the Company as at 1 June 2021 is 81,608,672.
9. Questions at the AGM. Any Shareholder attending the meeting has the right to ask questions. Under section 319A of the
Companies Act 2006, the Company must answer any question relating to the business being dealt with at the meeting, except in
certain circumstances, including (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure
of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) if it is
undesirable in the interest of the Company or the good order of the meeting that the question be answered.
10. Website publication of audit concerns. Under Section 527 of the Companies Act 2006, Shareholders meeting the threshold
requirements set out in that section have the right to require the Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are
to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the
previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may
not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528
of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the
statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business
which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to
publish on a website.
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11. Nominated Persons. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a “Nominated Person”) may, under an agreement between them and the Shareholder by whom they were
nominated (“Relevant Member”), have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If
a Nominated Person has no such proxy appointment right or does not wish to exercise it, they, under any such agreement, may
have a right to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of
your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue
to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the
Company (including any administrative matters). The only exception to this is where the Company expressly requests a response
from you. The statement of the rights of Shareholders in relation to the appointment of proxies does not apply to Nominated
Persons. The rights described in this regard can only be exercised by Shareholders of the Company.
12. Members’ Rights. Under section 338 and section 338A of the Companies Act 2006, a member or members meeting the
qualification criteria in those sections have the right to require the Company (i) to give to members of the Company entitled to
receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM and/
or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly
included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a)
(in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the
Company’s constitution or otherwise); or (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may
be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included
in the business, must be authorised by the person or persons making it. The request must be received by the Company not later
than the later of the dates falling six weeks before the AGM and the time of giving this Notice of AGM, and (in the case of a
matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
13. Documents. Copies of the following documents will be available for inspection at the place of the AGM for 15 minutes prior to
and during the meeting:
• copy of this Notice of AGM;
• copies of the service agreements under which the Executive Directors of the Company are employed by the Company or its
subsidiaries;
• copies of letters of appointment of the Non-Executive Directors;
• a copy of the 2021 Annual Report and Accounts; and
• copies of the Company’s 2014 Performance Share Plan and 2014 Sharesave Plan
14. Communication. Except as provided above, members who have general queries about the AGM should call the Company’s
registrar Shareholder helpline on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00am to 5:30pm,
Monday to Friday excluding weekends and public holidays in England and Wales. Calls may be recorded and monitored for
security and training purposes; no other methods of communication will be accepted. You may not use any electronic address
provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated.
15. Website giving information regarding the AGM. Information regarding the meeting, including the information required by
section 311A of the Companies Act 2006, is available from www.bloomsbury-ir.co.uk.
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Stock code: BMYAnnual Report and Accounts 2021Additional information Shareholder notes
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