Bloomsbury
Bloomsbury
Publishing Plc
Publishing Plc
Annual Report
Annual Report
and Accounts 2022
and Accounts 2022
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Mission
Statement
Mission
Statement
Our mission is to be an entrepreneurial,
independent publisher of works of
excellence and originality.
Our mission is to be an entrepreneurial,
Our purpose is to inform, educate, entertain
independent publisher of works of
and inspire readers of all ages.
excellence and originality.
We champion a life-long love of reading and
learning to help build a reading culture with
all the benefits which that brings to society.
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 to society.
Mission
Statement
Our mission is to be an entrepreneurial,
independent publisher of works of
excellence and originality.
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 to society.
C
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Overview
Highlights of Financial Year 2021/2022
A Year of Winning Major Prizes
Investment Case
Bloomsbury at a Glance
Bloomsbury’s Culture
2022 Milestones
Chairman’s Statement
Strategic Report
Strategy
– Strategy in Action
Chief Executive’s Review
Key Performance Indicators
Business Model
Marketplace
The Consumer Division
The Non-Consumer Division
Bloomsbury Digital Resources
– Drama Online
– Bloomsbury Fashion Central
Overview of International Offices
Financial Review
Section 172 Directors’ Duties Statement
Engagement with Stakeholders
Corporate Social Responsibility
– Our Communities
– Our People
– Diversity, Equity and Inclusion at Bloomsbury
– Environment
TCFD
Principal Risks and Risk Management
Governance
Chairman’s Introduction to Corporate Governance
Board of Directors
Executive Committee
Directors’ Report
Corporate Governance Report
Nomination Committee Report
Audit Committee Report
Directors’ Remuneration Report
Financial Statements
Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Company Statement of Financial Position
Company Statement of Changes in Equity
Company Statement of Cash Flows
Notes to the Company Financial Statements
Additional Information
Five Year Financial Summary
Company Information
Legal Notice
Notice of the Annual General Meeting
Letter to Shareholders
Explanatory Notes to the Resolutions
Explanatory Notes to the Notice
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01
OverviewStock code: BMYAnnual Report and Accounts 2022 Highlights of Financial Year 2021/2022
Financial Highlights
Revenue
Organic revenue1
Profit before
taxation and
highlighted items2
£230.1m
+24%
£212.7m
+15%
£26.7m
+40%
.
m
1
0
3
2
£
m
.1
5
8
1
£
m
8
.
2
6
1
£
.
m
7
2
1
2
£
m
.1
5
8
1
£
m
8
.
2
6
1
£
.
m
7
6
2
£
m
2
.
9
1
£
m
7
.
5
1
£
Profit before
taxation
£22.2m
+28%
.
m
2
2
2
£
m
3
.
7
1
£
m
2
.
3
1
£
19/20
20/21 21/22
19/20
20/21 21/22
19/20
20/21 21/22
19/20
20/21 21/22
Adjusted diluted
earnings per share3,4
pence per share
Diluted earnings
per share4
pence per share
25.9p
+39%
p
7
.
8
1
p
2
.
6
1
p
9
.
5
2
20.3p
+22%
p
7
.
6
1
p
4
.
3
1
p
3
.
0
2
Net cash
£41.2m
-24%
m
5
.
4
5
£
m
2
.
1
4
£
m
3
1.
3
£
Final dividend5
pence per share
9.40p
+24%
p
8
5
.
7
p
9
8
.
6
p
0
4
.
9
19/20
20/21 21/22
19/20
20/21 21/22
19/20
20/21 21/22
19/20
20/21 21/22
Notes
1. Highlighted items comprise amortisation of acquired intangible assets and legal and other professional costs relating to ongoing
and completed acquisitions and restructuring costs. (2020/2021 also included a grant under the US Government Paycheck Protection
Program.)
2. Organic revenue for 2021/2022 is defined as total revenue of £230.1m less revenue attributable to the acquisitions of HoZ, RGP and
ABC-CLIO in the year. Organic profit for 2021/2022 is defined as total profit before taxation and highlighted items of £26.7 million less
profit attributable to the acquisitions of HoZ, RGP and ABC-CLIO in the year.
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 2019/2020 earnings per share due to bonus issue of shares in the year.
5. For the year ended 29 February 2020, Bloomsbury had intended to declare a final dividend for the year of 6.89 pence per share.
Bloomsbury decided in light of COVID-19 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.
02
www.bloomsbury.comBloomsbury Publishing Plc
Operational Highlights
Consumer Division
Non-Consumer Division
• Excellent Consumer revenue growth of 25% to £148.2 million
• Strong Non-Consumer performance, with revenue growth of
(2020/2021: £118.3 million)
23% to £81.9 million (2020/2021: £66.8 million)
• Consumer profit before taxation and highlighted items2
increased by 25% to £17.8 million (2020/2021: £14.2 million)
• Organic revenue growth was 18% and organic profit growth
• Non-Consumer profit before taxation and highlighted items2
increased by 68% to £9.1 million (2020/2021: £5.4 million)
• Organic revenue growth was 10% and organic profit growth
was 24%
was 55%
• Excellent Adult Trade performance, with revenue up 26% to
£55.2 million (2020/2021: £43.7 million) and profit before taxation
and highlighted items2 of £2.0 million (2020/2021: £3.9 million)
• Excellent Children’s Trade performance, with revenue growth
of 25% to £93.0 million (2020/2021: £74.6 million) and profit
before taxation and highlighted items2 up 52% to £15.8 million
(2020/2021: £10.4 million)
• Excellent Academic & Professional performance, with revenue
growth of 34% to £59.3 million (2020/2021: £44.3 million) and
profit before taxation and highlighted items2 up 111% to £9.1
million (2020/2021: £4.3 million)
• Bloomsbury Digital Resources (“BDR”) revenue growth of 50%
to £18.6 million (2020/2021: £12.4 million) and profit of £6.8
million (2020/2021: £2.9 million)
• Exceptional sales of Sarah J. Maas’ titles with growth of 86%;
• BDR performance well ahead of the target, set six years ago,
Harry Potter sales grew by 5%; growth of 2% in other Children’s
titles
• Acquisition of Head of Zeus Ltd (“HoZ”) in June 2021,
providing a strong addition to the thriving Consumer
Division and supporting our long-term growth strategy. HoZ
contributed £9.0 million revenue and £0.1 million profit before
taxation and highlighted items2 to Adult Trade
of £15 million of revenue and £5 million of profit
• Acquisition of ABC-CLIO, LLC (“ABC-CLIO”) in December
2021 for £16.7 million, further strengthening BDR and
significantly accelerating Bloomsbury’s academic publishing in
North America, growing international revenues
• Acquisition of the assets of Red Globe Press (“RGP”)
completed in June 2021 for £3.2 million, accelerating our
digital growth and our significant presence in humanities and
social sciences academic publishing
• RGP contributed £6.2 million revenue and £1.0 million profit
before taxation and highlighted items2 and ABC-CLIO
contributed £2.2 million revenue and £0.6 million profit before
taxation and highlighted items1 to Academic & Professional
Investment Case
Strong financial position and liquidity
Diversified portfolio of content and services
Valuable intellectual property
Diversified portfolio of content and services
Strong financial
position and liquidity
Combined academic
and general publishing
Talent
Focused
M&A strategy
Brandv
Global brand recognition
Brand reputation
Access to global markets and partners
Global reach
See pages
6 to 7 of
this Annual
Report for
more detail
03
OverviewStock code: BMYAnnual Report and Accounts 2022 A Year of Winning Major Prizes
2021/2022 was a landmark year in
Bloomsbury’s 35-year history, with our
authors and titles gaining recognition
from some of the publishing world’s
most prestigious awards.
Nobel Prize
in Literature Winner
Abdulrazak
Gurnah
Abdulrazak Gurnah is the winner of the
Nobel Prize in Literature 2021. He is the
author of ten novels: Memory of Departure,
Pilgrims Way, Dottie, Paradise (shortlisted for
the Booker Prize and the Whitbread Award),
Admiring Silence, By the Sea (longlisted
for the Booker Prize and shortlisted for the
Los Angeles Times Book Award), Desertion
(shortlisted for the Commonwealth Writers’
Prize), The Last Gift, Gravel Heart, and
Afterlives, which was shortlisted for the 2021
Orwell Prize for Fiction and longlisted for the
Walter Scott Prize.
Financial Times and McKinsey
Business Book of the Year Winner
This Is How They Tell Me
The World Ends by Nicole Perlroth
Go to https://www.bloomsbury.com/uk/connect/
awards-bestsellers/ to see a full list of award
shortlistings and wins for this year.
04
www.bloomsbury.comBloomsbury Publishing Plc Women’s Prize for Fiction Winner
Piranesi by Susanna Clarke
The Booker Prize Shortlist
No One Is
Talking About
This by Patricia
Lockwood
Academic, Educational
and Professional
Publisher of the Year
Trade Publisher
of the Year
The Telegraph Sports Book Awards,
Sports Entertainment Book of the Year Winner
26.2 Miles to Happiness
by Paul Tonkinson
05
OverviewStock code: BMYAnnual Report and Accounts 2022 Investment Case
Investment
Case
Bloomsbury’s strong financial position and cash generation, combined
academic and general publishing, investment in strategic company and asset
acquisitions, access to global markets and partners and our reputation for
excellence and originality support the Group’s long-term growth.
Strong financial position and liquidity
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, and our
acquisition strategy, delivering record results for 2021/2022 with year-on-
year revenue growth of 24% to £230.1 million and profit growth of 40% to
£26.7 million. The bulk of Bloomsbury’s turnover each year comes from its
backlist: repeat sales on older titles and services. Over 66% of revenues
come from outside the United Kingdom. An increasing percentage of
revenue derives from digital formats, including significant annuity-based
income. Bloomsbury had cash reserves of £41.2 million at 28 February 2022,
the result of continued strong demand for Bloomsbury titles in all formats,
excellent sales of our digital products and a profitable product mix.
Bloomsbury has a back
catalogue of over 70,000 active
titles in multiple formats and a
wide range of digital resources
covering a variety of disciplines
in the Humanities, Social
Sciences, Visual Arts, and
Performing Arts.
Brandv
Brand reputation
Bloomsbury’s reputation is for quality,
excellence and originality and our brand is
recognised worldwide. 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.
Diversified portfolio of content and services
Brandv
Combined academic and general publishing
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. Bloomsbury has a back catalogue of over 70,000 active titles in multiple formats and a wide
range of digital resources covering a variety of disciplines in the Humanities, Social Sciences, Visual Arts,
and Performing Arts. Our titles and products appeal to a wide range of audiences, with an increasing
percentage classified as a “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, natural
history, health and well-being, as well as best-selling award-winning fiction lists for both adults and children.
This diversified portfolio has enabled Bloomsbury to benefit from changes including the accelerated shift
from print to digital products during the pandemic to support remote learning, a trend which has continued
even after institutions have resumed in-person instruction, and increased consumer demand for titles across
multiple platforms and formats.
06
www.bloomsbury.comBloomsbury Publishing Plc Investment
Case
Global brand recognition
Access to global markets and partners
Global markets and partners
Bloomsbury is a worldwide publisher with offices in London, Oxford, New
York, Santa Barbara, Sydney and New Delhi, and a joint venture in China.
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
educational and academic and institutions and corporate and professional
bodies via our Academic & Professional digital resource platforms
(“Bloomsbury Digital Resources” or “BDR”), and direct to consumers via
our consumer-facing websites.
Valuable intellectual property
Talent
Focused M&A strategy
Bloomsbury has a strong and successful track record in
strategic acquisitions, with 32 acquisitions completed
since the inception of the Company, 18 since 2008. We
are actively targeting further acquisition opportunities
in line with our long-term growth strategy. Our targeted
acquisitions strategy supports long-term growth,
strengthening existing areas of publishing, allowing us to
expand into new areas, and accelerating our digital offering.
In 2021/2022 we completed three acquisitions, expanding
our Non-Consumer publishing business with the
acquisitions of ABC CLIO LLC and the Red
Globe Press list, and strengthening our
Consumer Division with the acquisition of
Head of Zeus Limited.
32
acquisitions
18
since 2008
Top to
bottom:
Chef and
author
Tom Kerridge;
author Sarah J.
Maas; author
Femi Kayode
07
OverviewStock code: BMYAnnual Report and Accounts 2022 Bloomsbury at a Glance
Bloomsbury is an entrepreneurial,
independent publisher, with offices in
London, Oxford, New York, Santa
Barbara, 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.
Following significant early success, the
Company floated on the main London
Stock Exchange in 1994.
Bloomsbury combines academic, educational,
general fiction and non-fiction publishing for
the general reader, children, teachers, students,
researchers and professionals.
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,
educational and general consumer publishing.
Operating Divisions
The Group is organised as two worldwide publishing
Divisions supported by global back office functions.
These Divisions reflect the core market segments for
our different publishing activities.
Revenue split by division:
36%
Consumer
Non-Consumer
64%
Revenue split by subdivision:
10%
24%
Adult Trade
Children’s Trade
Academic &
Professional
Special Interest
40%
26%
08
Consumer Division
The Consumer Division publishes
trade books for both adult and
child readers and sells these
books globally. It publishes
approximately 550 new titles per
year, in print, ebook and audio
book formats.
Adult Trade Division
Core areas of publishing:
• Bloomsbury Trade – focuses on the
core existing areas of current publishing,
including prize-winning literary fiction
and non-fiction; bestselling crossover
and book club fiction, ground breaking
non-fiction (history/politics/science/
ideas/psychology), nature writing, culture
and well-being, memoir, and poetry
• Bloomsbury Lifestyle – builds on
Bloomsbury’s cookery publishing, and the
development of illustrated non-fiction,
including well-being and books for the
gift market
£17.8m1
Adjusted profit
£148.2m
Revenue
• Bloomsbury General – includes the
best-selling and prize-winning Raven
imprint, and expands into new key areas
of commercial fiction, genre fiction (including science-
fiction and fantasy) and popular culture
Bestselling authors include Susanna Clarke, Patricia
Lockwood, Madeline Miller, George Saunders, Abdulzarak
Gurnah, Nicole Perlroth, Amia Srinivasan, Tom Kerridge and
Rutger Bregman.
Children’s Trade Division core areas of publishing:
• Illustrated picture books
• Activity books
• Young Adult fiction and non-fiction
• Preschool titles
Major authors include J.K. Rowling, Sarah J. Maas, Louis
Sachar, Neil Gaiman, Sarah Crossan and Brian Conaghan.
1 Adjusted
profit is
profit before
taxation,
amortisation
of acquired
intangibles
and other
highlighted
items.
See pages
31 to 33 of
this Annual
Report for
more detail
www.bloomsbury.comBloomsbury Publishing Plc Non-Consumer Division
The Non-Consumer Division comprises the Academic & Professional, Special Interest and Education publishing subdivisions
within Bloomsbury. The Division’s activities are focused on life-long learning, publishing books and digital resources to
support study, professional careers, hobbies, skills and interests.
£9.1m1
Adjusted profit
£81.9m
Revenue
1 Adjusted
profit is
profit before
taxation,
amortisation
of acquired
intangibles
and other
highlighted
items.
Bloomsbury Academic & Professional
Bloomsbury Academic & Professional
publishes innovative content and resources
to help students become critical thinking
adults; classroom teachers discover
innovative ways to teach; and professionals
re-skill and develop in their careers.
Core areas of publishing:
• Books for students and scholars in the
arts, humanities and social sciences
• Digital resources and databases for higher education and
school libraries
• Books and digital resources for professionals
• Educational content for primary and secondary schools
• Professional development content for teachers and
trainee teachers
Bloomsbury Digital Resources
Bloomsbury Digital Resources is committed to serving
a global community of students, scholars, instructors,
professionals and librarians with creative online research
and learning environments that deliver excellence and
originality.
Key products include:
• Bloomsbury Collections
• Drama Online
• Bloomsbury Fashion Central
• Study Skills
• Bloomsbury Professional Online
Go to https://www.
bloomsbury.com/
uk/connect/awards-
bestsellers/ to see
our best-selling
titles in 2021/2022
Bloomsbury Special Interest
Bloomsbury Special Interest publishes expert content
for dedicated communities that supports hobbies and
interests, promotes health and well-being and encourages
curiosity and learning.
• Books, audiobooks, games and digital reference content
• Core disciplines include sport and well-being, history, current
affairs, science and nature, the creative arts and games
Key brands include Wisden Cricketers’ Almanack, the
Writers’ & Artists’ Yearbook, Who’s Who and partnership
publishing with the RSPB, The National Trust and Wellcome
Collection.
Bloomsbury Education
Bloomsbury Education publishes content to support
primary and secondary school education, including
classroom and professional development resources for
teachers. Imprints include Bloomsbury Education, Andrew
Brodie and Featherstone Education.
Core areas of publishing:
• Educational fiction
• Children’s poetry
• Teachers’ books
• Learning apps and digital platforms
Bestselling series include Bloomsbury Readers, which
includes stories by award-winning authors for every
National Curriculum reading band, and Andrew Jennings’
vocabulary and reading workbooks Vocabulary Ninja
and Comprehension Ninja and mathematics workbooks
Arithmetic Ninja and Times Table Ninja.
09
OverviewStock code: BMYAnnual Report and Accounts 2022 Milestones
Bloomsbury’s Culture
2022
Bloomsbury’s culture is shaped by our purpose
and our people, and reflects our shared values.
In turn, Bloomsbury’s culture shapes the
way we do things, informs the decisions we
make and enhances the spirit of cohesion and
belonging amongst Bloomsbury people. It is
the foundation of our success.
The Board and senior management seek to
promote a culture of partnership and trust,
creativity and collaboration, inclusivity and
respect, entrepreneurship and agility, in
support of individual and collective success.
Our purpose
Our purpose is to inform, educate, entertain and inspire
readers of all ages, championing a life-long love of reading
and learning to help build a reading culture with all the
benefits which that brings society.
Our purpose is inherent in what we do, bringing us together
in a common cause and guiding us in our long-term
business strategy. We believe that our progress over the
long-term requires us to deliver commercially sustainable
social impact. Our purpose inspires Bloomsbury people
to be creative and innovative, and to make a difference to
society through the works that we publish.
Our people
Bloomsbury is the only major UK publisher to combine
general and academic publishing. The breadth of our
publishing brings together the best talent across a variety
of disciplines, including expertise in digital, ebooks and
audio publishing; open access, academic and professional
publishing, working with universities and libraries; and
excellence in literary fiction and non-fiction, cookery,
children’s education and illustration. This broad and diverse
range of talent provides an environment where best practice
is shared across different disciplines and teams. This fusion
is enhanced by the regular addition of new companies
and publishing lists, bringing fresh talent and diverse
perspectives to the Company. Since Bloomsbury’s inception,
the Company has acquired 32 publishers and imprints.
Read more
about
employee
engagement
and
experience
on pages
66 to 69 of
this Annual
Report
Below:
Annie
Muyang
and Pooja
Aggarwal
collect the
Independent
Publishing
Guild
Diversity
Award
Bloomsbury’s success is due to the belief, commitment and
hard work of our talented employees, never more so than
this year, during which our teams delivered record results
for the Company. Our colleagues consistently demonstrate
adaptability, optimism, an entrepreneurial spirit and dogged
determination to capitalise on positive market trends and
demand for our books. In addition, they have continued to
show resilience, positivity and commitment to supporting
the Company and each other, and to keep serving our
authors and our customers, despite ongoing pandemic-
related disruptions and pressures during the year, including
the global supply chain crisis. The collaborative spirit with
which our teams have responded to these disruptions, and
their unwavering focus on delivering the Company’s strategic
goals, are reflective of Bloomsbury’s strong, positive and
vibrant culture. The Board and senior management seek to
create a working environment where Bloomsbury employees
have a sense of belonging, understand their value, and are
committed to both personal and organisational desired
outcomes. We are determined to nurture and develop our
employees to their highest potential and to promote a
working environment that is inclusive, supportive and ethical.
Our overriding priority is the well-being of our staff, and we
have continued to evolve a range of HR initiatives aimed at
supporting our employees, personally and professionally.
Our values
Our values frame how we work with each other and with our
partners, and shape the culture of Bloomsbury. They are
essential to achieving our purpose.
independent
independent
collaborative
optimistic
Independence
Collaboration
Optimism
ethical
determined
inclusive
Ethical attitude
Determination
Inclusiveness
entrepreneurial
Entrepreneurial spirit
These values drive Bloomsbury to have:
• An intense author focus
• A determination to create an environmentally sustainable
business
• A creative and innovative approach to achieving our long-
term goals
• Integrity and respect in our dealings with each other and
with our partners
• A focus that supports Diversity, Equity and Inclusion
10
www.bloomsbury.comBloomsbury Publishing Plc 2022
25 Years of Harry Potter
This year we are celebrating 25 years of
one of the world’s greatest children’s books,
Harry Potter and the Philosopher’s Stone
by J.K. Rowling.
Milestones
500
initial copies printed
80
languages
500m
copies sold
Go to https://www.bloomsbury.com/uk/
connect/awards-bestsellers/ for more
information on Harry Potter publishing in
2021/2022
Harry Potter and the Philosopher’s Stone is the
unforgettable first novel that set Harry Potter’s destiny
in motion. This magical story has been inspiring new
generations ever since its publication in the UK on
26 June 1997 – becoming an unprecedented publishing
phenomenon beloved by fans all over the world. From the
idea which struck J.K. Rowling on a train journey in 1990,
with an initial hardback print run of just 500 copies, the
series has gone on to sell over 500 million books worldwide
in over 80 languages, inspiring a major movie franchise,
a spellbinding theatre production and so much more. In
the years since Harry Potter was first whisked from King’s
Cross Station onto Platform Nine and Three-Quarters, his
incredible adventures have left a unique and lasting mark
on popular culture.
“He’ll be famous – a legend –
I wouldn’t be surprised if today was
known as Harry Potter Day in future
– there will be books written about
Harry – every child in our world
will know his name!”
Chapter One: The Boy Who Lived
Harry Potter and the Philosopher’s Stone
35 Years of Bloomsbury
In 1984, a time when the publishing
landscape was becoming increasingly
corporate, Nigel Newton decided to start a
new independent literary publishing company.
The following year, over early mornings and
late nights, he and publisher David Reynolds
came up with a plan.
In 1986, Bloomsbury began its life, with Newton and
Reynolds joined by Liz Calder and Allan Wherry, in a small
office above a Chinese restaurant in Putney. For all its early
ambition, no-one could have envisaged the 35 years that
would follow. There were to be books from authors all over
the world, some becoming Nobel, Booker and Women’s
Prize winners, some million copy bestsellers, and some to
become modern classics.
Following significant early successes,
Bloomsbury floated on the main London
Stock exchange in 1994. It has grown
to become one of the world’s leading
independent publishers.
In Bloomsbury 35, former Editors-In-Chief
Liz Calder and Alexandra Pringle have
made selections from novels they have
published on Bloomsbury’s Adult publishing
list, from each year of Bloomsbury’s life,
forming an anthology that represents the
creative heart of Bloomsbury. Featuring work from Margaret
Atwood, Susanna Clarke, Jeffrey Eugenides, Richard Ford,
Abdulrazak Gurnah, Khaled Hosseini, Jhumpa Lahiri, Colum
McCann, Madeline Miller, Michael Ondaatje, Caryl Phillips,
George Saunders, Will Self, Kamila Shamsie, Ahdaf Soueif,
Jeanette Winterson, and many more, it is a celebration of
the first 35 years of Bloomsbury’s Adult fiction list.
11
OverviewStock code: BMYAnnual Report and Accounts 2022 Chairman’s
Statement
Chairman’s Statement
Sir Richard Lambert - Non-Executive Chairman
The Nobel Prize for Literature. The Pulitzer Prize for Biography. The Women’s
Prize. The FT/McKinsey Business Book of the Year. These, and a clutch of other
national and international awards, have come Bloomsbury’s way in the past
months, showing how its continuing commercial success has been built firmly on the
outstanding talents of its authors, editors and everyone else involved in the business of
making books in both print and digital formats. Any of the global publishing giants
would have been thrilled to garner such broad recognition in a single year. For an
independent like Bloomsbury, these were truly remarkable achievements.
On the strategic front, too, there have been a number of
real successes. Bloomsbury Digital Resources was created in
May 2016 with the explicit goal of generating £15 million of
sales and £5 million of profit by the year ending 28 February
2022. It seemed like a bold promise at the time, but those
figures were duly delivered with some room to spare. There
is more to come here. Another long-
term objective has been to build on
our key assets on the Consumer side,
and the continuing success of Harry
Potter, together with the extraordinary
popularity of books by Sarah J. Maas
show that we are on track on this side of
the Company as well.
A strong financial performance and
the cash that this has generated
have created opportunities for
further acquisitions across the
business, together with significant
investment in organic growth. We
have further expanded our position
in Non-Consumer publishing, which
is characterised by higher, more
predictable margins. And we are
building up our firepower on the
Consumer side by investing in areas
that we expect to be generating
attractive returns in the future. At the
same time, we remain committed to our
progressive dividend policy, which now
stretches back over many years.
To support all this, there has been a continued focus on
recruiting and retaining talent of all kinds. To this end,
we have developed our employee bonus scheme and
launched new initiatives to encourage diversity, equity
and inclusion across the whole business. This is not about
box ticking: it is an essential requirement of a creative
enterprise. So we were particularly proud to win the
Inclusivity in Publishing Award at the 2022 London Book
12
“We were particularly
proud to win the
Inclusivity in Publishing
Award at the 2022
London Book Fair and
the Diversity Award at the
2022 IPG Awards.”
Fair and the Diversity Award at the 2022 IPG Awards. There
is much more to be done here, but the path ahead is clear.
A company like Bloomsbury ought to be a model when
it comes to sustainability measures, and this is certainly
our aim. We have made good progress in setting Science
Based Targets for reducing carbon
emissions and are now putting in place
appropriately challenging goals for the
way ahead.
At this year’s Annual General Meeting,
we will say goodbye to Steven Hall,
who joined the Board five years ago
and has brought his deep knowledge of
academic and professional publishing
to support the Company’s expansion in
this area. He has also been a rigorous
Chair of the Remuneration Committee.
We owe him a big vote of thanks.
And we will welcome John Bason as
a new Non-Executive Director and
Steven’s successor on the Remuneration
Committee. John brings with him very
broad and deep experience of the
corporate world.
The year ahead promises to be tough
for all our customers, with high inflation
squeezing disposable incomes, the
after-effects of the pandemic, and a
deeply worrying geopolitical outlook.
But we have great new titles to publish, together with a
strong backlist, clear opportunities on the academic and
professional side and a robust balance sheet. So we can
look to the future with confidence.
Sir Richard Lambert
Non-Executive Chairman
Bloomsbury Publishing Plc
www.bloomsbury.comBloomsbury Publishing Plc Chairman’s
Statement
Strategic
Report
Strategy
– Strategy in Action
Chief Executive’s Review
Key Performance Indicators
Business Model
Marketplace
The Consumer Division
The Non-Consumer Division
Bloomsbury Digital Resources
– Drama Online
– Bloomsbury Fashion Central
14
15
16
24
26
28
31
34
38
39
40
Overview of International Offices
Financial Review
42
45
Section 172 Directors’ Duties Statement 51
Engagement with Stakeholders
Corporate Social Responsibility
– Our Communities
– Our People
– Diversity, Equity and Inclusion
at Bloomsbury
– Environment
TCFD
Principal Risks and Risk Management
52
60
62
66
70
73
82
93
13
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Strategy In
Action
Strategy
Our overall growth strategy and long-term focus remains 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.
How we aim to achieve this
Our strategic priorities
01 Acquisitions
We continue to pursue 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 32 acquisitions
of publishers and imprints, 18 of those
occurring since 2008.
02 Content
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 intellectual property
and build a strong publishing pipeline.
03 Our employees
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.
04 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 audio
publishing as this market continues to grow.
Non-Consumer
publishing; BDR
Consumer
publishing
International
expansion
Employee experience
and engagement; DE&I
Sustainability
Go to pages 16 to 23 of this Annual Report for
further information on our strategic priorities,
and our progress during 2021/2022
14
www.bloomsbury.comBloomsbury Publishing Plc
Strategy In
Strategy In Action: Case Study
Action
Acquisition of ABC-CLIO
In December 2021, Bloomsbury acquired ABC-CLIO.
The company is an established publisher of reference,
online curriculum, scholarly and professional development
materials, primarily aimed at the US schools and higher
education markets. Its mission is to support educators
and librarians in their work to foster 21st-century skills,
independent critical thinking, and genuine exploration and
understanding of the complex issues of our world – past,
present, and future. ABC-CLIO have been at the forefront of
affordable digital learning solutions that reflect US cultural
diversity and align exceedingly well with curricular shifts
towards greater inclusiveness. Their digital solutions are very
market-facing: 24/7 remote access and continual updating
are valuable features. An ABC-CLIO subscription product
effectively replaces textbooks by enabling access for all,
thereby saving schools and districts money that they would
otherwise pay for static solutions. The African American
Experience, The Latino Experience and the American Indian
Experience comprise their popular database series, The
American Mosaic, which will see a new product launch this
autumn with Asian American Experience.
Content highlights
ABC-CLIO has four imprints and 32 databases that provide
curriculum-aligned content and lesson plans, professional
development support and student activities to US schools
and academic institutions. It has more than 23,000 titles in
its portfolio.
The company complements the Bloomsbury portfolio
incredibly well:
• ABC-CLIO has strengths in Contemporary History,
Politics, and Current Affairs
• The Greenwood reference list adds a significant number
of high-value reference titles in the areas of Popular
Culture, Daily Life and the Arts
• The Politics list complements Bloomsbury’s Red Globe
Press acquisition with US content
• The Praeger imprint has an outstanding reputation
for homeland security and terrorism studies and adds
an important mature product to Bloomsbury Digital
Resources’ portfolio.
• Praeger also contains over 2,000 Business titles,
in addition to other very large lists in Politics, Law,
Economics and Current Events
Contributing to Bloomsbury’s
long-term growth strategy
The ABC-CLIO acquisition is an excellent strategic fit for
the Academic & Professional Division of Bloomsbury, and
importantly, it supports the ambitious growth plans and
overall presence of Bloomsbury US. Bloomsbury is in a
strong position to increase international revenues for
ABC-CLIO products. Equally, ABC-CLIO’s penetration of the
US schools and public library markets creates opportunities
for Bloomsbury’s broader digital portfolio, thereby
strengthening and scaling Bloomsbury’s digital ambitions.
Sharing content across the extensive backlists of the two
businesses will also create opportunities for new digital
products, and for the expansion of existing products.
“ Our goal is to make sure every part of our
company, from reference texts to provocative
scholarship to professional development
materials, makes positive impacts across
education. There will always be new ways to
help students become critical thinking adults
who can identify and solve the next generation
of problems. There will always be new
opportunities to help classroom teachers discover
innovative ways to teach. There will always be
exciting new frontiers for librarians who want
to build their school and district communities.
And there will always be new issues that lend
themselves to research and deep scholarship.
ABC-CLIO is committed to finding those
new opportunities and to never stop looking for
more ways to serve education and research.”
What audiences does it serve?
What began as a small family publishing company has grown
to become a recognised leader in the field, providing print and
online materials for learners across levels, educators, librarians, and
information specialists.
15
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
Chief
Executive’s
Chief Executive’s Review
Nigel Newton - Founder and Chief Executive
Review
Our mission at Bloomsbury is to be an entrepreneurial, independent
publisher of works of excellence and originality to a worldwide audience.
Bloomsbury’s Purpose and Values
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
impact that comes from publishing,
the change that we can create.
Many of our books make a positive
impact on readers and, in a few
cases, help make the world a better
place. The Harry Potter series,
aside from its commercial success,
encouraged more reluctant readers
around the world – especially boys
– to pick up a book and read for
pleasure, more than any other book
published at that time. Books about
sustainability like Climate Justice by
Mary Robinson and 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.
“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 our challenges and their
commitment to ensuring
Bloomsbury’s continued
success. Bloomsbury’s excellent
performance is testament
to how our values drive
our behaviours, and to the
strength and cohesion of the
Bloomsbury community.”
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 Company. They unite
and connect colleagues around the
world and are the cornerstone of our
approach to publishing. They shape our culture and define
Bloomsbury’s character.
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
16
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.
At Bloomsbury, we want to ensure
our approach to sustainable and
responsible business is consistent
with the environmental, social and
governance (“ESG”) issues that
matter most to our business and
our stakeholders. Building from the
progress we have made in recent
years, we committed to undertaking
a materiality assessment in 2021/2022
to better understand the ESG topics
that currently matter most to our
internal and external stakeholders.
Our conversations have revealed six
priority issues that are most material
for aligning our broader business
performance and societal impact with
the expectations of our Shareholders,
stakeholders and society at large,
the detail of which can be found on
pages 60 to 61 of this Annual Report.
These insights will serve to shape
the priorities and objectives of our
business plans during 2022/2023
and guide our future sustainability
strategy and reporting.
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 our challenges and their
commitment to ensuring Bloomsbury’s continued success.
Bloomsbury’s excellent performance is testament to how
our values drive our behaviours, and to the strength and
cohesion of the Bloomsbury community.
www.bloomsbury.comBloomsbury Publishing Plc Chief
Review
Executive’s
Strategy
Bloomsbury’s long-term growth strategy is aimed at continuing our success in building digital channels, increasing quality revenues and
earnings. To achieve this, we are focused on the following long-term strategic objectives:
Non-Consumer
Publishing and BDR
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.
2021/2022:
• delivered 23% growth in Non-
Consumer revenue.
Achieve BDR target of £15 million
of sales revenue and £5 million of
profit by 2021/22.
2021/2022:
• delivered £18.6 million revenue, up
50%, and profit of £6.8 million, up
£3.9 million.
New BDR target is to achieve
further 50% organic growth and
30% margin over the five years
from 2022/2023.
Link to KPIs
01
02
03
04
Further information on the Non-
Consumer Division and BDR is set
out on pages 34 to 41 of this Annual
Report.
Consumer
International Expansion
Expand international revenues and
reduce reliance on the UK market.
Continuing our international growth
in order to take advantage of the
biggest academic market in the
USA and reduce reliance on the UK
market.
2021/2022:
• Increased overseas revenues to
66% of Group revenue.
• 78% of Academic BDR sales are
international.
• US revenues increased to 30% of
Group revenue.
• Acquisition of ABC-CLIO
significantly accelerates
Bloomsbury’s academic publishing
in North America, further growing
international revenues.
Link to KPIs
01
01
02
02
04
03
Further information on Bloomsbury’s
international operations is set out on
pages 42 to 43 of this Annual Report.
Discover, nurture, champion and
retain high-quality authors and
illustrators, while looking at new
ways to leverage existing title rights.
2021/2022:
• Bestsellers included Piranesi by
Susanna Clarke, The Priory of
the Orange Tree by Samantha
Shannon, Tom Kerridge’s Outdoor
Cooking, and The Song of Achilles
and Circe, both by Madeline Miller.
Grow our key authors through
effective publishing across all
formats alongside strategic sales
and marketing.
2021/2022:
• 86% growth in sales of Sarah J.
Maas title sales, with her new title,
Crescent City: House of Sky and
Breath, reaching Number 1 on the
New York Times bestseller list.
• Winner of the 2022 IPG Bookseller
Marketing Award.
As the originating publisher of
J.K. Rowling’s Harry Potter, to
ensure that new children discover
and read it for pleasure every year.
2021/2022:
• 5% growth in Harry Potter
title sales, 24 years after first
publication. Harry Potter and the
Philosopher’s Stone was the 6th
bestselling children’s book of the
year on UK Nielsen Bookscan.
Link to KPIs
01
02
04
Further information on the Consumer
Division is set out on pages 31 to 33
of this Annual Report.
KPIs
01 Revenue growth
04 Adjusted operating profit margin
07 Ethnic and racial diversity
02 Adjusted profit
05 Employee engagement
08 Environmental performance
03 Digital resources revenue growth
06 Gender diversity
See pages
24 to 25 to
read about
our KPIs
17
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Chief Executive’s Review
continued
Employee Experience and Engagement;
Diversity, Equity and Inclusion
Sustainability
Our success is driven by the expertise, passion and commitment of our employees
highlighting the importance of attracting, supporting and engaging colleagues. We
value 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.
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 initiatives to create an environment that promotes diversity, nurtures talent,
stimulates creativity and collaboration, supports well-being and is inclusive and
respectful of difference.
Implement Bloomsbury’s Diversity, Equity and Inclusion Action Plan (DEIAP).
2021/2022:
• Developed our employee bonus
scheme, ensuring the rewards of our
financial success are fairly shared
across all of our employees.
• Increased focused resource with the
appointment of our Diversity and
Inclusion and Training Administration
Manager.
• Development of Bloomsbury’s first
ever Learning and Development
Programme, launched in April 2022.
• Launched and begun implementation
of our DEIAP, focusing on recruitment,
retention, training and development,
education, engagement and inclusion,
publishing and communication.
• As a part of a three-year action plan,
Bloomsbury plans to increase ethnic
diversity through stated and tracked
goals. By 2024, our target is for
black and minority ethnic groups to
represent 20% of new recruits in the
UK and 35% of new recruits in the US.
In 2021/2022, black and minority
ethnic groups represented 22% of
new direct recruits in the UK and 33%
of new direct recruits in the US.
• Became an official partner of the ‘Lit in
Colour’ initiative with The Runnymede
Trust and Penguin Random House.
• Winner of two major industry diversity
awards, the Inclusivity in Publishing
Award at the 2022 London Book Fair
International Excellence Awards and
Winner of the Diversity Award at the
2022 IPG Awards.
• Updated Parental, Maternity, Paternity
and Adoption Leave policies to promote
gender equality and they recognise the
need to balance career progression with
personal and family life.
• During 2020/2021, employees were
offered two additional wellness days,
and this is now a permanent benefit.
• Core hours were extended to
give staff better flexibility in
managing work and personal/family
responsibilities and Flexible Fridays
were introduced to enable employees
to finish work early on a Friday.
Link to KPIs
05
06
07
Further information on employee
engagement and Diversity, Equity and
Inclusion is set out on pages 70 to 72
of this Annual Report.
Maximise our use of sustainable
resources while seeking to reduce
carbon emissions in line with our
science-based targets.
We recognise our responsibility to
conserve the Earth’s resources and
we are committed to monitoring and
improving the environmental impact
of our operations.
2021/2022:
• Set science-based targets,
validated by the Science Based
Targets Initiative (SBTi), to reduce
carbon emissions in line with the
goals of the Paris Agreement.
• Committed to a 46% reduction
in our Scope 1 and 2 emissions
by 2030; this reduction is aligned
with pursuing efforts to limit global
warming to 1.5ºC. We have achieved
a 40% reduction since 2019/20.
• Our Scope 3 target is a 20%
reduction in emissions by 2035.
This reduction is in line with
keeping the global temperature
increase below 2ºC.
• Completed qualitative analysis
of climate-related risks and
opportunities for our business
and operations and progressed
adoption of the Task Force
on Climate-Related Financial
Disclosures (TCFD).
Link to KPIs
08
Our environmental policy and
an analysis of our environmental
performance during the year are set
out on pages 73 to 81 of this Annual
Report.
KPIs
01 Revenue growth
04 Adjusted operating profit margin
07 Ethnic and racial diversity
02 Adjusted profit
05 Employee engagement
08 Environmental performance
See pages
24 to 25 to
read about
our KPIs
03 Digital resources revenue growth
06 Gender diversity
18
www.bloomsbury.comBloomsbury Publishing Plc Creating value for stakeholders
Bloomsbury creates value for our stakeholders through
our business model, set out on pages 26 to 27 of this
Annual Report.
Highlights for 2021/2022 are:
Consumers and society
We publish works of excellence and originality – to inform,
educate, entertain and inspire, supporting literacy and
culture. During the year, Bloomsbury authors have won two
of the most important prizes in the literary world: The Nobel
Prize for Literature and The Women’s Prize, which were won
by Abdulrazak Gurnah and Susanna Clarke respectively.
We congratulate them both and are immensely proud to
publish them. In addition, This Is How They Tell Me The
World Ends by Nicole Perlroth won the FT & McKinsey
Business Book of the Year.
Our economic and social contribution to our communities
was delivered through tax contributions, charitable
donations, (pages 62 to 63 of this Annual Report),
and partnerships, including with the National Literacy
Foundation and the ‘Lit in Colour’ initiative.
Authors and illustrators
We help our authors and illustrators create stories and
communicate ideas to a global audience, connecting
them with readers worldwide through multiple formats and
channels. Bestsellers during the year included the Crescent
City: House of Sky and Breath by Sarah J. Maas, which was a
Sunday Times and New York Times number one bestseller.
Other Sunday Times bestsellers in the year included Piranesi
by Susanna Clarke, Tom Kerridge’s Outdoor Cooking, Animal
by Lisa Taddeo, The Song of Achilles and Circe, both by
Madeline Miller, Gino’s Italian Family Adventure by Gino
D’Acampo, Humankind by Rutger Bregman and The Wolf
Den by Elodie Harper. New York Times bestsellers in the year
included The Priory of the Orange Tree by Samantha Shannon.
Shareholders
We are a resilient, global publishing Company with a
diversified portfolio. Our strong and resilient diversified,
international strategy enabled us to deliver 22% growth in
diluted earnings per share, to 20.33 pence.
In recognition of our strong performance and the importance
of delivering attractive Shareholder returns in accordance
with our dividend policy, the Board proposes an increase of
24% to our final dividend to 9.40 pence per share.
Bloomsbury is well positioned for the future; our strong
financial position enables us to invest in continued organic
growth and further acquisition opportunities.
Employees
We create an environment that
enables rewarding work, supports
ongoing professional development,
and provides 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 development of our all employee bonus scheme,
increase of focused resource, training pilots, launch
and start of implementation of our Diversity, Equity and
Inclusion Action Plan and increase of support to employees.
Our achievements were recognised after the financial year
end when we won the Inclusivity in Publishing Award at the
2022 London Book Fair International Excellence Awards and
the Diversity Award at the 2022 IPG Awards.
Top to
bottom:
Author
Abdulrazak
Gurnah;
author
Susanna
Clarke
Partners
We generate business activity that creates commercial
opportunity for our suppliers, business partners and
commercial customers.
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 are set out on pages 93 to 98.
19
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Chief Executive’s Review
continued
The highlighted items of £4.6 million (2020/2021: £1.8 million)
consist of the amortisation of acquired intangible assets
of £2.8 million (2020/2021: £1.8 million), one-off legal and
other professional fees relating to the three acquisitions and
restructuring costs of £1.8 million (2020/2021: £1.3 million)
and, in 2020/2021 only, a one-off US Government grant
under the Paycheck Protection Program of £1.3 million. The
effective rate of tax for the year was 24% (2020/2021: 21%).
The adjusted effective rate of tax, excluding highlighted
items, was 19% (2020/2021: 20%). Diluted earnings per share,
excluding highlighted items, grew 39% to 25.94 pence
(2020/2021: 18.68 pence). Including highlighted items,
profit before tax was £22.2 million (2020/2021: £17.3 million)
and diluted earnings per share grew 22% to 20.33 pence
(2020/2021: 16.71 pence).
Consumer Division
The Consumer division consists of Adult and Children’s
trade publishing. The Consumer division generated revenue
growth of 25% to £148.2 million (2020/2021: £118.3 million).
Organic revenue growth was 18%. Profit before taxation
and highlighted items increased by 25% to £17.8 million
(2020/2021: £14.2 million). Profit before taxation increased
to £17.5 million (2020/2021: £14.2 million). The excellent
performance was from both the Adult and Children’s divisions,
across front and backlist titles, and includes £9.0 million
revenue and £0.1 million profit before taxation and highlighted
items from HoZ, for the nine months since June 2021.
Adult Trade
The Adult division achieved a 26% increase
in revenue to £55.2 million (2020/2021:
£43.7 million) and profit before taxation and
highlighted items of £2.0 million (2020/2021:
£3.9 million). Profit before taxation was
£1.7 million (2020/2021: £3.8 million). This
was driven by bestsellers from our front and
backlist, and includes the revenue and profit generated by
the acquisition of HoZ.
24%
revenue growth
40%
profit growth
Overview of 2020/2021
Bloomsbury achieved its highest ever performance in
the year ended 28 February 2022, with revenue growth
of 24% to £230.1 million (2020/2021: £185.1 million) and a
40% increase in profit before taxation and highlighted
items to £26.7 million (2020/2021: £19.2 million). Profit
before taxation increased by 28% to £22.2 million
(2020/2021: £17.3 million).
Growth in organic revenue was 15%, with the three strategic
acquisitions, ABC-CLIO, RGP and HoZ, contributing revenue
of £17.4 million. Growth in organic profit before taxation and
highlighted items was 28%, with ABC-CLIO, RGP and HoZ
contributing £1.7 million.
The strength of demand for Bloomsbury titles and the
excellent sales of our digital products, demonstrate the
strength of our long-term growth strategy, the publishing
judgement of our editors and the strength of our sales and
marketing. During the year, Bloomsbury authors have won
three of the most important prizes in the literary world - The
Nobel Prize in Literature, the Pulitzer Prize in Biography and
The Women’s Prize – which were won by Abdulrazak Gurnah,
Winfred Rembert and Erin I. Kelly and Susanna Clarke
respectively. We are immensely proud to publish them.
We achieved the major milestone for Bloomsbury Digital
Resources (“BDR”) of significantly exceeding the target
announced six years ago of £15 million of sales and £5 million
of profit by the year ending 28 February 2022. We beat this
target with sales of £18.6 million and profit of £6.8 million
(2020/2021: £2.9 million). Achieving this goal of building high
margin, quality revenues, demonstrates the strength and
successful execution of our digital strategy. We saw growth
due to the shift to digital learning, excellent digital products,
platforms and infrastructure, with an 18% increase in the
number of customers year-on-year. We have strengthened
BDR with the acquisitions of RGP and ABC-CLIO.
20
www.bloomsbury.comBloomsbury Publishing Plc UK bestsellers in the year included Piranesi
by Susanna Clarke, Tom Kerridge’s Outdoor
Cooking, Animal by Lisa Taddeo, The Song of
Achilles and Circe, both by Madeline Miller,
Gino’s Italian Family Adventure by Gino
D’Acampo, Humankind by Rutger Bregman and
The Wolf Den by Elodie Harper. US bestsellers in
the year included The Priory of the Orange Tree
by Samantha Shannon. This Is How They Tell Me
The World Ends by Nicole Perlroth won the FT &
McKinsey Business Book of the Year.
We are proud that Bloomsbury authors have
won three of the most important prizes in the
literary world – The Nobel Prize for Literature,
the Pulitzer Prize in Biography and The Women’s
Prize - which were won by Abdulrazak Gurnah,
Winfred Rembert and Erin I. Kelly and Susanna
Clarke respectively. We congratulate them all.
Children’s Trade
Children’s sales saw growth of 25% to £93.0 million
(2020/2021: £74.6 million). Profit before taxation and
highlighted items increased by 52% to £15.8 million
(2020/2021: £10.4 million). Profit before taxation
was £15.8 million (2020/2021: £10.4 million).
High demand continued the momentum from last year,
with excellent sales of Sarah J. Maas’ new and backlist titles.
Sales of the Harry Potter titles increased by 5%. Harry
Potter and the Philosopher’s Stone was the 6th bestselling
children’s book of the year on UK Nielsen Bookscan, twenty-
four years after it first began, showing the enduring appeal
of this classic series.
Sarah J. Maas’ sales grew by 86% compared to last year,
with Crescent City: House of Sky and Breath, published in
February 2022, reaching number one on the New York Times
and Sunday Times bestseller lists, and strong backlist sales.
Sarah J. Maas is the bestselling author of the Crescent City,
Court of Thorns and Roses and Throne of Glass series,
with all of her 15 titles published by Bloomsbury, since her
first novel, Throne of Glass, in 2012. Hulu is developing
a television adaptation of the Court of Thorns and Roses
series for its streaming service.
Non-Consumer Division
The Non-Consumer division consists of Academic &
Professional, including Bloomsbury Digital Resources, and
Special Interest. Revenues in the division increased by 23%
to £81.9 million (2020/2021: £66.8 million). Profit before
taxation and highlighted items for the Non-Consumer
division increased by 68% to £9.1 million (2020/2021:
£5.4 million). Profit before taxation increased by 81% to
£6.6 million (2020/2021: £3.6 million). Organic revenue
growth was 10% and organic profit growth was 55%, with
RGP and ABC-CLIO contributing £8.4 million revenue and
£1.6 million profit before taxation and highlighted items.
Academic & Professional revenues increased by 34% to
£59.3 million (2020/2021: £44.3 million) and profit before
taxation and highlighted items increased by 111% to
£9.1 million (2020/2021: £4.3 million). Profit before taxation
was £6.7 million (2020/2021: £2.7 million). Strong demand
for our digital products delivered 50% growth in BDR
revenue and print sales recovered well from last year, up
29%.
We are focused on achieving BDR growth by accelerating
our most successful products, including Drama Online,
leveraging platforms and content from acquisitions,
building partnerships and launching new products. We
achieved an 18% increase in the number of customers in the
year, and maintained our existing customer retention rate
at over 90%. We have further strengthened our portfolio
of products with the acquisition of ABC-CLIO’s 32 digital
databases and RGP’s three digital platforms.
In recognition of these achievements, we were voted
Academic Publisher of the Year at the 2021 British Book
Awards and Education Publisher of the Year at the 2022
IPG Awards.
Special Interest revenue grew by 1% to £22.6 million
(2020/2021: £22.5 million), and broke even before taxation
and highlighted items (2020/2021: £1.1 million profit), with
resilient demand for wildlife titles, Wisden and Osprey
Games during the year.
21
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Chief Executive’s Review
continued
Acquisitions
In June 2021, we achieved another key step in the delivery
of our growth strategy for our Non-Consumer business,
with the completion of the acquisition of certain assets of
RGP, the academic imprint, from Springer Nature Group as
previously announced. These 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 digital
product Cite them Right has been migrated to BDR’s own
platform with further digital product migrations to follow.
RGP’s relevant content will also be added to Bloomsbury
Collections. The consideration was £3.2 million, of which
£1.8 million was satisfied in cash on completion in June 2021
and £1.3 million was satisfied in cash post completion during
the year, with an expected further £0.1 million to be satisfied
post completion and post year end subject to assignment of
certain contracts. The integration of RGP is going well and
contributing as projected.
In June 2021, we also completed the acquisition of the
issued share capital of HoZ, the independent trade
publisher, as previously announced. This
acquisition provides a strong addition to
Bloomsbury’s Consumer division and supports
our long-term Consumer growth strategy,
with new high- quality authors and effective
publishing across all formats, including ebook
and audio. The consideration, net of pre-
existing loans, was £7.0 million, of which £5.5
million was satisfied in cash at completion,
with £1.1 million paid in cash post completion,
and £0.4 million of deferred consideration
payable in cash subject to achievement of
Netflix release targets. HoZ won Publisher
of the Year at the CWA Daggers Awards and
The Wolf Den by Elodie Harper was a number
one Times bestseller. Popular writers from HoZ include Dan
Jones, Cixin Liu, Nadine Dorries, Victoria Hislop and Lesley
Thomson. Cixin Liu’s bestselling science trilogy, The Three-
Body Problem, is currently being filmed for Netflix by David
Benioff and D.B. Weiss, creators of HBO’s Game of Thrones.
HoZ is contributing as planned.
In December 2021, we completed the purchase of the
members’ interests of ABC-CLIO, as previously announced.
ABC-CLIO is an established academic publisher of
reference, non-fiction, online curriculum and professional
development materials in both print and digital formats for
schools, academic libraries and public libraries, primarily
in the USA. Founded in 1955, ABC-CLIO is based in Santa
Barbara, California. ABC-CLIO has four imprints and 32
databases that provide curriculum-aligned content and
lesson plans, professional development support and student
activities to US schools and academic institutions. It has
more than 23,000 titles in its portfolio. The consideration was
£16.7 million, of which £16.6 million was satisfied in cash on
completion and up to £0.1 million will be satisfied in cash
post completion.
Bloomsbury has a successful track record in strategic
acquisitions, with 18 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 £41.2 million (2021: £54.5 million) and cash
conversion1 of 194% (2020/2021: 142%). During the year
we invested £26.6 million in cash consideration net of cash
acquired for the acquisitions of ABC-CLIO (£16.3 million),
HoZ (£6.6 million) and RGP (£3.1 million) and £1.0 million of
capital expenditure in BDR. We also paid £7.9 million for
the 2020/2021 special dividend.
The Group has an unsecured revolving credit facility with
Lloyds Bank Plc. The facility comprises a committed revolving
loan facility of £10.0 million and an uncommitted incremental
term loan facility of up to £6.0 million. At 28 February 2022,
the Group had no drawdown (2021: £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 9.40 pence per share, totalling £7.7 million.
Together with the interim dividend, this makes a total
dividend for the year ended 28 February 2022 of 10.74
pence per share, a 21% increase on the 8.86 pence value of
the dividend for the year ended 28 February 2021.
Subject to Shareholder approval at our AGM on
20 July 2022, the final dividend will be paid on
26 August 2022 to Shareholders on the register on
the record date of 29 July 2022.
Including the proposed 2021/2022 final dividend, over the
past ten years, the dividend has increased at a compound
annual growth rate of 8%.
1 Cash conversion is defined in the Financial Review section on page 49.
22
www.bloomsbury.comBloomsbury Publishing Plc Board Changes
As announced in March 2022, John Bason
joined the Board as a Non-Executive Director
on 1 April 2022. John also became a member
of the Remuneration, Nomination and Audit
Committees. We welcome John to the Board.
£26.6m
invested in
3 acquisitions
Steven Hall will step down from the Board at the conclusion
of Bloomsbury’s 2022 AGM taking place on 20 July 2022.
Steven joined the Board in 2017 and is the Chair of the
Remuneration Committee. It is intended that Steven will be
succeeded by John Bason as Chair of the Remuneration
Committee.
Sir Richard Lambert, Chairman of Bloomsbury, said: “Steve
Hall joined the Bloomsbury Board five years ago, and his
deep knowledge of the world of academic and professional
publishing has been an invaluable support to the Company as
it has built its presence in this sector. He has been a rigorous
Chair of the Remuneration Committee, and a lively contributor
to Board discussion. We owe him a big vote of thanks.”
Future Publishing
Our strong Consumer publishing list for 2022/2023 includes
the Illustrated edition of the fifth Harry Potter title, Harry
Potter and the Order of the Phoenix, Paul Hollywood’s
Bake, A Visible Man by Edward Enninful, This Wicked Fate
by Kalynn Bayron, The House of Fortune by Jessie Burton,
A Life in Light by Mary Pipher and Essex Dogs by Dan
Jones. The next new Sarah J. Maas novel, the third in the
Crescent City series, will be published in 2023/2024.
2022 is the 25th anniversary of the original publication of
the first Harry Potter, with a special anniversary edition
publishing in June 2022 and a series of exciting marketing
activities to celebrate this milestone.
Our BDR strategic initiatives include bringing ABC-CLIO’s
32 databases into Bloomsbury Digital Resources, enabling
Bloomsbury to scale ABC-CLIO’s digital offering globally. In
addition, we will expand Bloomsbury Collections to include
the RGP titles and migrate RGP’s digital products to BDR’s
own platform.
Right:
Chef and
author Paul
Hollywood
Outlook
Trading for 2022/2023 has started in line with the Board’s
expectations.
Bloomsbury aims to deliver continued success, given the
strength and resilience of our proven strategy, combined
with our strong financial position, which enables us to
invest in continued organic growth and further acquisition
opportunities. Digital sales continue to materially increase
and are a growing proportion of both revenue and profits.
Nigel Newton
Chief Executive
15 June 2022
23
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Key Performance Indicators
Financial measures
Non-financial measures
1
Revenue
£230.1m
+24%
2
Adjusted profit1
£26.7m
+40%
5
.
m
1
0
3
2
£
m
1
.
5
8
1
£
m
7
.
2
6
1
£
m
8
.
2
6
1
£
.
m
7
6
2
£
m
2
.
9
1
£
m
7
.
5
1
£
m
4
.
4
1
£
19
20
21
22
19
20
21
22
Link to risks:
Link to risks:
A
B
D
H
L
A
B
C
D
F
H
L
1 Adjusted profit is profit before tax,
amortisation of acquired intangibles and other
highlighted items. A reconciliation between
profit before tax and adjusted profit can be
found in note 3 to the Financial Statements.
Adjusted operating
profit margin2
11.8%
+11%
%
8
.
1
1
%
6
.
0
1
%
8
.
9
%
8
.
8
3
4
Digital resources
revenue
£18.6m
+50%
.
m
6
8
1
£
m
5
.
2
1
£
m
3
.
8
£
m
3
.
6
£
Environmental
performance: Scope
1 and 2 greenhouse
gas emissions
(absolute tonnes
CO2e)
21
Stationary fuel use
(2021: 9)
194
Electricity use:
location-based emissions
(2021: 128)
244
Electricity use:
market-based emissions
(2021: 170)
19
Vehicle fuel use
(2021: 9)
Go to pages 73 to 81 of this
Annual Report for more information
on Bloomsbury’s environmental
performance during the year
Link to risks:
I
J
K
Key to risks:
A Market
B Importance of digital publishing
19
20
21
22
Link to risks:
A
B
C
19
20
21
22
Link to risks:
A
B
C
D
F
H
L
C Acquisitions
D Title acquisition
2 Adjusted operating profit margin is
operating profit before amortisation of
acquired intangibles and other highlighted
items divided by revenue.
E Information and technology systems
F Financial valuations
24
www.bloomsbury.comBloomsbury Publishing Plc 6
Employee
engagement
161
Employee Voice Meetings
connecting employees with the
Board and senior management
(2021: 23)
11
Active employee Diversity and
Inclusion networks
(2021: 9)
62%2
Average attendance rate at
monthly Town Halls
(2021: 70%)
1 During the year, Employee Voice
Meetings (“EVMs”) were complemented
by an additional employee
communication channel, which
focused on the new ways of hybrid
working following the pandemic. The
Company partnered with a consultant
to listen to views of employees through
pulse surveys and workshops, which
formed part of the overarching EVM
programme. The figures above do not
reflect these workshops.
2 Includes live attendance and after-event
viewing. During the year, employee
head count increased by 23.8%.
Link to risks:
I
K
G Intellectual property
H Reliance on key counterparties and
supply chain resilience
I
J
Talent management
Legal and compliance
K Reputation
L
Cost Inflation
7
Gender diversity
Female Board members
8
Ethnic diversity
Board
2022
50%
2021
42.9%
Female Executive
Committee members
2022
75%
2021
75%
Female employees
2022
71%
2021
70.3%
Male
Female
UK median gender pay gap
14.8%
(2021: 11.7%)
UK mean gender pay gap
19.3%
(2021: 15.6%)
Go to www.bloomsbury-ir.co.uk
to see Bloomsbury’s 2021/2022
Gender Pay Gap Report
Link to risks:
I
K
1(14%)
Board member –
Ethnic minority groups
(2021: 1)
Company
13.4%
Ethnic minority groups1: UK
(2021: 10%)
19.8%
Ethnic minority groups: US
(2021: 22.7%)
1 The UK figures have been taken
from the results of the Bloomsbury
workforce survey and UK Publishers
Association industry survey
conducted in 2020 and 2021
respectively. Participation in these
surveys was voluntary, therefore
the figures may not have captured
Bloomsbury’s full workforce.
Link to risks:
I
J
K
25
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Business Model
Key Resources
Valuable intellectual property
Intellectual property
Talent
Strong financial position and liquidity
Diversified portfolio of content and services
Brandv
Strong financial position
and liquidity
Global brand recognition
Talent
Talent
Award
Diversified portfolio of content and services
Brandv
Global brand recognition
Access to global markets and partners
Diversified portfolio
of content and services
Access to global markets
and partners
Key Activities
01
Focus on digital
publishing
02
Growing Bloomsbury’s
portfolio in Non-Consumer
publishing
03
Acquisition of rights from
authors, illustrators and other
copyright owners
04
Leveraging existing
intellectual property rights
05
Strategic acquisitions in key
areas of publishing
06
International expansion
26
www.bloomsbury.comBloomsbury Publishing Plc Channels
Market Segments
Creating value for
stakeholders
Traditional
wholesalers
and retailers
Online retailers –
print and digital,
ebooks and
audio books
Digital content
aggregators
Non-Consumer
• Academic institutions
• Libraries
• Corporates
• Professional bodies
• Students and academics
• 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
Direct to academic
and educational
institutions, libraries
and corporates
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.
Economic and social contribution
to our communities through tax
contributions, charitable donations
and partnerships, and employee
time.
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.
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.
27
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Marketplace
Our geographical reach
Our teams based in London, Oxford, New York, Santa Barbara,
New Delhi, Sydney, and China – through our joint venture
partnership with China Youth Publishing Group and its
subsidiary Roaring Lion Media – serve all territories, selling
and distributing our products worldwide in multiple formats
and via multiple channels. These include in print, as ebooks and
audio books, through digital downloads and apps and via online
educational databases; in schools, libraries and universities;
and through physical and online wholesalers and retailers.
Key
Bloomsbury Offices
China Joint Venture
Main printing partners
Main distribution partners
Sales split by territory
Our market
4.5%
4.5%
6.7%
34.4%
10.2%
Consumer
• Adult Readers: fiction, non-fiction,
poetry and cookery
• Young Readers (Children and
Young Adults): fiction, non-fiction,
picture books, pre-school titles
and activity books
Non-Consumer
• Academic institutions
• Libraries
• Corporates
• Professional bodies
• Academics and students
• Primary and secondary schools
• Teachers and trainee teachers
• Specialist interest communities
39.7%
UK
Australasia
North America%
Far and Middle
Continental
Europe
East
Rest of World
28
www.bloomsbury.comBloomsbury Publishing Plc Marketplace Trends
Bloomsbury’s worldwide publishing encompasses a wide
range of sectors and genres spanning adult fiction and
non-fiction, children’s books, digital academic and
professional resources and humanities and social sciences
monograph publishing. With international offices in the
United Kingdom, the United States, Australia, and India,
and a joint venture in China, we are well positioned to
assess global and local market trends.
Global Supply Chain
The unprecedented global supply chain crisis has impacted
all industries and markets, with publishing no exception.
As businesses unlocked post-COVID-19, publishers had
to assess and respond to a new normal of huge demand,
shortages of raw materials and significant challenges in
transport from shipping and road haulage delays, as well
as a shortage of labour. This environment was particularly
challenging in the US market.
In response, we have shifted suppliers depending on
supplier capacity and to ensure speed to market. While we
now print more books locally in the Australian and Indian
markets, the US print market remains challenging. Our
response has been to print more units of US titles in the UK
for supply to the US market. We continue to increase our
use of Distributed Print on Demand programmes wherever
possible, and have increased direct deliveries from printers
to customers to expedite supply. Ongoing monitoring of
paper stocks by Bloomsbury ensures sufficient materials are
available to meet demand.
Post pandemic market landscape
Over the past two years, consumers have re-discovered
the joy of reading, seeking out books which inspire, inform
and entertain. Figures from the UK Publisher’s Association
indicate UK publisher sales rose 5% to £6.7 billion in 2021, a
new high for the industry, with consumer sales increasing by
4%. NPD Bookscan reported that unit sales for trade print
books in the US in 2021 rose 9% over the prior year. Our
publishing, sales and marketing strategies aim to maintain
reader engagement in the post pandemic landscape and in
the face of inflationary pressures.
Clockwise from
above:
National Theatre
2021 production
of Romeo and
Juliet, available
on Drama Online;
podcast based on
the 33 1/3 book
series published
by Bloomsbury
Sales Channels
Bookshops have recovered since pandemic lockdowns
in 2021, with stores open and back in full swing. Local
booksellers continue to build on the growth in reading
during the pandemic, further strengthening their
community ties, with “shop local” initiatives. The buoyancy
of independent bookshops looks set to continue with
the Booksellers’ Association in the UK reporting that the
number of independent bookshops in the UK and Ireland
has grown for the fifth consecutive year, despite challenges
brought by the pandemic.
After a peak in 2020/2021, we have seen a levelling off in
online consumer book sales as High Street and physical
retail has re-opened and is operating normally. Despite
this, online sales account for the highest proportion of retail
sales of Bloomsbury’s Consumer titles and we continue to
invest in sales and marketing resource to maximise sales
through online channels.
Direct sales to institutions of Bloomsbury’s Academic Digital
Resources remain buoyant reflecting the ongoing shift to
the use of online learning resources, even as academic
institutions resume in-person teaching.
29
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Consumer
Division
Marketplace
continued
Demand for Digital Content
Strong demand for digital academic resources continues
following the pivot by academic institutions as a result of
the pandemic to digital learning formats. This is reflected
in the significant growth in sales of Bloomsbury Digital
Resources, as reported in the Chief Executive’s Review
on pages 16 to 23 of this Annual Report. Bloomsbury
remains well placed to continue to support the ongoing
transition by academic institutions from print to digital
and is committed to enhancing the research and learning
experience with innovative, engaging, and dynamic digital
resources of the highest quality.
In response to requests from academic institutions
globally, in 2021/2022 Bloomsbury made 400+ textbooks
available for the first time via Bloomsbury Collections. By
making these titles available for library purchase, we have
expanded access to our content for students globally.
Bloomsbury also expanded its digital offerings by adding
12 new collections to existing platforms, launching two new
digital subject hubs, and migrating Bloomsbury Fashion
Central to a new, even more user-friendly platform. These
new resources offer creative research solutions in fields such
as Philosophy, Religion, History, Drama, Music and Sound.
The audiobook market continues to grow apace, with
consumers in all age groups switching to digital audio, and
increasingly listening to the format at home and for leisure.
The UK Publisher’s Association reported a 14% growth
in digital audio book sales in the calendar year 2021. In
the US, the Association of American Publishers reported
a 13.4% increase in the calendar year 2021 in industry
revenues from sales of consumer audiobooks as against the
prior year. Bloomsbury has seen continued strong growth
of digital audio sales on the back of increasing consumer
demand for this format, and we continue to invest resources
in our audiobook publishing and to expand Bloomsbury’s
digital audio output in response.
Podcasts have become a popular medium for discovering
books, with over 100 million Americans listening daily and
Bloomsbury is actively leveraging that market reach, most
prominently with the 33 1/3 series Spotify podcast. With
features in The New York Times, The Guardian, and Forbes,
Spotify’s 33 1/3 podcast ranks within the top 20 music podcasts
in the US and has vastly expanded the series’ audience. In
addition, the Bloomsbury Academic podcast features a wide
range of the world’s top scholars and is an excellent showcase
of the strength and diversity of our publishing program.
BookTok
Since mid-2020, TikTok has been one of the driving forces
of an unprecedented surge in Consumer book sales. The
platform allows readers to discover books and recommend
them to others and the BookTok community have resurfaced
books and brought them to an exciting new generation
of readers. The Song of Achilles by Madeline Miller, first
published by Bloomsbury over a decade ago, saw its
hashtags reach 210 million views by early 2022. Bloomsbury
capitalised on the trend by publishing a new hardback
anniversary edition, which went straight into the Sunday
Times Top Ten bestseller chart and sold over 130,000 copies
in the calendar year 2021. Sarah J. Maas’ perennially popular
series has had over 2 billion views on TikTok to date, placing
30
2bn
views on TikTok for
Sarah J. Maas
439.1m
hashtag views for
Throne of Glass on
TikTok
her firmly in the top list of authors. Throne
of Glass was one of the hottest trending
examples with an accumulated 439.1 million
hashtag views at launch and, combined
with views for the rest of her titles, Sarah J.
Maas is the number one author on TikTok.
Bloomsbury’s TikTok account is in the top five
of all publishers worldwide.
Open Access
UK Research and Innovation’s (“UKRI”)
new policy will require Open Access for
books and chapters that acknowledge
UKRI funding published from 1 January 2024, and UKRI has
indicated it will provide ring-fenced funding to enable this.
We support UKRI’s goal of achieving full and immediate
open access to 100% of articles arising from UKRI funded
research. Similarly, cOAlition S has recommended that
funders require immediate Open Access for books and that
they provide financial support.
Bloomsbury is well positioned to respond to the demand
for Open Access, and has been offering Open Access
options for books since it entered the academic book
publishing market in 2006. We offer all our academic
authors the option to publish their research work with
Bloomsbury on a Gold Open Access basis.
Driven by our new Director of Research and Open Access,
opening up access to academic books helps the important
scholarship we publish in the arts, humanities, and social
sciences to find its broadest possible readership. It enables
anyone around the world with an internet connection to
read, respond to, and build upon a work and helps raise
the profile of authors and their research. It means students,
independent scholars, researchers in low-income countries,
and anyone with a passion for their subject can access an
Open Access work without needing to pay.
www.bloomsbury.comBloomsbury Publishing Plc Consumer
Division
Ian Hudson - Managing Director
The Consumer Division
The Consumer Division publishes under the following
imprints: Bloomsbury Absolute, Bloomsbury Activity
Books, Bloomsbury Children’s Books, Bloomsbury Circus,
Bloomsbury Publishing and Raven Books.
Adult Trade publishes lifestyle, fiction and non-fiction titles,
whilst Children’s Trade publishes illustrated books, fiction
and non-fiction, picture books and preschool titles. Our main
publishing operations are based in London and New York,
and are led by experienced editorial and publishing staff
supporting authors and their works throughout the world.
Our author Susanna Clarke won the prestigious Women’s
Prize for Fiction, for her book Piranesi, and the spectacular
success of the audio version underscored the importance
of our ongoing investment in audio publishing. Beautifully
read by Chiwetel Ejiofor, it won the Audio Book of the Year
at the British Book Awards and has sold over 77,000 copies
during the year.
We published the only writer to be shortlisted for both
the Booker Prize and the Women’s Prize for Fiction: debut
novelist Patricia Lockwood. Her book No One is Talking
About This was one of the critics’ most-picked books of
Known for the quality and the prize-winning
calibre of our lists, we publish authors
such as Abdulrazak Gurnah, Susanna
Clarke, Patricia Lockwood, Madeline Miller,
George Saunders, Reni Eddo-Lodge, Lisa
Taddeo, Kamilia Shamsie, Isabel Allende
and Khaled Hosseini on our Adult Trade
list. On our Cookery list, we publish Tom
Kerridge, Gino D’Acampo, Hugh Fearnley-
Whittingstall, Heston Blumenthal, Paul
Hollywood and Craig and Shaun McAnuff.
On our Children’s Trade list, we publish
exceptional talent ranging from Katherine
Rundell, Brigid Kemmerer, Kalynn Bayron,
Jessie Burton, Sarah J. Maas, Ben Bailey
Smith, Andrew Jennings and Neil Gaiman,
to Benjamin Zephaniah and J. K. Rowling.
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 publishers.
2021/2022 Highlights
Growth in Consumer Publishing
“The Consumer
Division is ambitious,
creative, independent
and entrepreneurial.
We work to deliver
both creative success
and critical acclaim.”
the year and over 88,000 copies were sold
during the year.
Capitalising on market trends and
opportunities
The market for consumer books continued
its lockdown-driven growth but much of
our success in 2021/2022 was due to our
rapid response to developing market
opportunities. Within five months of
embarking on an ambitious project to
publish a post-lockdown, summer cookbook
with Tom Kerridge, Outdoor Cooking was
on bookshelves in time for Father’s Day.
Abdulrazak Gurnah won the Nobel Prize
in Literature in October; within weeks, we
had new editions of all eight of Gurnah’s
paperbacks available globally and have sold
over 190,000 copies across all territories.
Our Tenth Anniversary hardback edition
of The Song of Achilles by Madeline Miller
progressed from conception to publication
Consumer Division revenue grew to £148.2 million from
£118.3 million in 2020/2021, growth of 25%. Profit before
tax and highlighted items increased by 25% to £17.8 million
(2020/2021: £14.2 million). Profit before taxation increased
to £17.5 million (2020/2021: £14.2 million). The Division
represented 64% of Group revenue in 2021/2022. Further
information on the financial performance of the Adult and
Children’s subdivision can be found on pages 20 to 21 of
this Annual Report.
2021/2022 was a landmark year for the Consumer Division.
Our authors won major prizes, our books reached more
readers than ever and we enjoyed significant sales success.
We were named Trade Publisher of the Year at the IPG
Awards and welcomed award-winning publisher Head of
Zeus into the Group.
Right:
Chef and
author Hugh
Fearnley-
Whittingstall
31
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 The Consumer Division
continued
in less than six months, meeting an ecstatic response on the
now essential marketing channel, TikTok. This was followed
by the equally rapid creation and publication of the gift
edition of her most recent work, Galatea. Over 950,000
copies of titles by Madeline Miller were sold in 2021/2022.
Diversity, Equity and Inclusion
Bloomsbury publishes the only two black African writers
to win the Nobel Prize: Wole Soyinka and Abdulrazak
Gurnah. The Raven list brought diversity to the traditionally
conservative genre of crime and thriller writing with the
publication of Imran Mahmoud’s I Know What I Saw and
debut author Femi Kayode’s novel, Lightseekers. We also
announced the launch of the Bloomsbury Poetry list under
the editorship of Kayo Chingonyi, which will reflect the
diversity and vibrancy of the poetry community.
Written by the founders of The Black Girls’ Book Club,
Bloomsbury Children’s publication of Grown: The Black
Girls’ Guide to Glowing Up exemplifies our commitment
to addressing the lack of children’s titles by people of
colour, for people of colour, and supporting more diverse
representation in the works that we publish.
Making data work for us
In 2021, we established a dedicated metadata unit to drive
digital discovery and sales across the business. This expert
unit created a comprehensive guide to metadata and
delivered training to editorial and marketing staff on best
practice. This has been harnessed to revamp metadata for
key authors like Sarah J. Maas, whose House of Sky and
Breath became a number one bestseller in the UK, US,
Canada and Australia. A major backlist revival project is
now underway for Adult Trade backlist, with plans for the
Children’s Trade backlist to follow.
Acquisitions
In 2021/2022, the Consumer Division undertook
the strategic acquisition of independent trade
publisher, Head of Zeus. Head of Zeus publishes
genre fiction and narrative non-fiction and children’s
books. To date, they have published 93 number one
bestsellers around the world, won 21 literary prizes
and two industry awards. Bestselling authors on the
list include Dan Jones, Cixin Liu, Victoria Hislop,
Lesley Thomson, and Elodie Harper. In 2021, Head
of Zeus was awarded Best Crime & Mystery Publisher
by the Crime Writers Association. The Three Body
Problem by Cixin Liu is currently under development
by Netflix, co-curated by David Benioff (Game of
Thrones), Dan Weiss and Alexander Woo (True Blood)
and will be directed by Derek Tsang (Better Days).
The acquisition supports the Division’s long-term
growth strategy, with new high-quality authors and
effective publishing across all formats.
The value we add
Adult publishing
We seek to discover and publish incisive, engaging,
entertaining and challenging books that are essential
reading for a wide range of audiences, amplifying voices
across a wide spectrum from high quality to popular culture
and supporting authors with great stories to tell or insights
to share. Heightened public concerns about
racial inequality and the pandemic-related
lockdowns in recent times have highlighted
the vital role books play in our society.
Our backlist titles have provided thought-
provoking perspective on the former and
education, entertainment, escapism and
mental well-being in response to the latter.
Sarah J. Maas publishing
Sarah J. Maas is the number one New York
Times and internationally bestselling author
of the Throne of Glass, Court of Thorns and
Roses, and Crescent City series. Sarah’s writing
sweeps her readers up into elaborate
fantasy worlds, but her characters are
very real. Readers can identify with the
struggles they face and Sarah’s ability
to write a killer twist is unparalleled.
Her books have sold millions of copies
and are published in 37 languages. The
full Court of Thorns and Roses series
is currently in development by Ron
Moore, creator of Outlander, for Hulu.
Below right
top to
bottom:
author Imran
Mahmoud;
editor Kayo
Chingonyi
32
www.bloomsbury.comBloomsbury Publishing Plc Children’s publishing
We publish and promote high-quality, entertaining and
award-winning books for children and young adults. Our
aim is to foster joy, curiosity, empathy and imagination
with the best books for every child – and ignite a lifelong
love of reading. We believe that every young person’s life
is improved by having access to great books and we work
closely with the very best authors and illustrators to do
this in a creative, ambitious and supportive environment.
We support the development of our authors through their
publishing career as they move into new categories of
publishing. An example of this is our best-selling author
Sarah J. Maas, who is now writing for young adult and adult
readers, having started her career as a children’s author.
Harry Potter publishing
We continue to promote J.K. Rowling’s best-selling series
in imaginative and novel ways, publishing illustrated
editions by Jim Kay, Chris Riddell and Olivia Lomenech
Gill, Hogwarts House editions and special format editions
such as interactive, paper-engineered (pop-up) editions.
Our ambition is to continue to attract new generations of
readers and introduce new children to reading these books
for pleasure every year.
Strategy for growth
2021/2022 Key financial figures
• Invest in our people through training
and development, engender a culture of
empowerment and focus on further improving
diversity and inclusion within our business
• Deliver market-leading levels of author care and
become the publisher of choice for authors,
illustrators and publishing professionals alike
• Grow our digital format sales, especially audio,
and improve the “discovery” of our titles on digital
sales platforms such as Amazon
• Maximise the sales and profitability of our strong
backlist catalogue
• Implement exciting and ambitious new publishing
plans, expanding into new areas of commercial
fiction, genre fiction (incl. science fiction and
fantasy), popular culture, wellness, children’s
illustrated non-fiction, and “soft” education
• Focus on author/property brand development and
growth, maintaining the phenomenal success of
Harry Potter, driving the success of Sarah J. Maas
and growing our leading cookery brands and
our existing literary stars, whilst at the same time
discovering and publishing new talent
• Implement margin enhancement programmes with
a view to both reducing cost and improving the
sustainability of our products
• Fully integrate Head of Zeus into the Consumer
Division in 2022/2023, delivering opportunities and
synergies for the Group
• Seek value adding M&A opportunities
£148.2m
Consumer revenue
£82.2m
Consumer revenue - UK
£52.1m
Consumer revenue - US
£13.9m
Consumer revenue - Other territories
£17.8m
Consumer Adjusted profit1
£12%
Consumer Adjusted profit margin
1 Adjusted profit is profit before taxation, amortisation of acquired intangible
assets and other highlighted items. A reconciliation between profit before tax
and adjusted profit can be found in note 3 to the Financial Statements.
33
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Non-Onsumer
Division
Non-Consumer Division
Jenny Ridout - Managing Director, Non-Consumer Division
The Non-Consumer Division publishes works of excellence
and originality to inspire, educate and inform its specialist
audiences. Non-Consumer publishing is characterised by
more predictable and profitable repeat revenue streams, is
less reliant on retailers and presents greater direct digital
and global sales opportunities. Revenues are derived from
Academic & Professional, Digital Resources, Educational
and Special Interest publishing.
Bloomsbury’s goal was to achieve BDR revenue of £15 million
and profit of £5 million for 2021/2022. BDR has exceeded that
target and in 2021/2022 delivered revenue of £18.6 million
and profit of £6.8 million. BDR is set for a new era of growth
through the acquisition during the year of ABC-CLIO, which
has major digital resources in the US high school library
market, and ambitious continued organic growth plans.
BDR’s customer base continues to increase as our market
penetration deepens. The number of Academic customers
increased by 18% during the year.
“Bloomsbury is highly committed
to building the business of the
Non-Consumer Division, with its
clear focus on life-long learning
in the fields of study, academic
research, professional practice and
specialist interests. We continue
to invest strategically in expert
content, digital innovation,
company acquisitions, and creative
partnerships.”
Bloomsbury Education
Bloomsbury Education
responded quickly to the need
for catch-up content for teachers,
parents and pupils by highlighting
our home-learning brands.
There is a proven link between
vocabulary acquisition and
improving children’s outcomes
and Andrew Jenning’s Write Like
a Ninja was a bestselling book
in Nielsen Bookscan’s Teaching
and Education TCM, which tracks
sales through retail channels, and
featured in the overall Amazon
top 100 for five weeks.
Expansion in international
revenues
In 2021/2022, we continued
our strategy of expanding
international revenues, including
taking steps to maximise sales
in the US academic market,
the biggest academic market
worldwide.
2021/2022 progress:
•
•
•
78% of Academic BDR sales
are international
The acquisition of ABC-CLIO
will serve to close to double
the size of Bloomsbury’s
Academic publishing in the
US next year
The acquisition of Red Globe
Press has doubled Academic
sales in Australia
2021/2022 Highlights
Growth in Non-Consumer
Publishing
The Non-Consumer Division’s
revenue grew to £81.9 million,
up 23% from £66.8 million in
2020/2021. 2021/2022 profit
before tax and highlighted items
increased by 68% to £9.1 million
(2020/2021: £5.4 million). Profit
before taxation increased by
81% to £6.6 million (2020/2021:
£3.6 million).
Over the years, the Division
has grown significantly and
now represents 36% of Group
turnover. This is the result of
a clear long-term investment
strategy and strong vision for
growth, particularly in terms of
digital innovation.
Bloomsbury Digital
Resources
Bloomsbury Digital Resources
(“BDR”) was established in 2016,
with the long-term strategic goal
of building high-margin, high-
quality revenues by developing
digital academic content
and platforms. BDR provides
innovative digital education and
information resources, sold directly
to Higher Education institutions,
schools, public libraries and
companies worldwide.
Combining digital products of
excellence with the strength and
range of the Division’s extensive IP
catalogue alongside new media
content partnerships enables BDR
to deliver growth from the high-
quality platforms and infrastructure
it is continuing to build.
34
www.bloomsbury.comBloomsbury Publishing Plc Non-Onsumer
Division
Total number of BDR customers year on year
The markets we serve
s
r
e
m
o
t
s
u
c
f
o
r
e
b
m
u
N
2500
2000
1500
1000
500
0
9
0
1
1
9
9
8
9
6
7
4
3
6
6
5
1
1
0
42
4
3
3
6
2
2
8
1
9
1
• 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
• Teachers and trainee teachers looking for content
to support continuing professional development
and their teaching
Bloomsbury Education published a diverse list of
educational fiction by authors and illustrators from
traditionally underrepresented backgrounds, continuing
our progress towards a list in which all children see
themselves represented.
In March 2022, Bloomsbury became an official partner
of the Lit in Colour campaign, a joint initiative between
Pearson, Penguin Random House UK and The Runnymede
Trust, which supports UK schools in diversifying their GCSE
and A Level English Literature curriculum. Bloomsbury
will be working with teachers and students to introduce
new plays to the curriculum, which will create more
representative and inclusive drama experiences in
classrooms across the UK.
Prior to launching its official partnership with Lit in Colour,
Bloomsbury supported Pearson’s Lit in Colour Pioneers
programme, donating 4,391 copies of set texts by Black,
Asian and Minority Ethnic writers to UK schools, including
The Empress by Tanika Gupta, Refugee Boy by Benjamin
Zephaniah, adapted by Lemn Sissay and Khaled Hosseini’s
A Thousand Splendid Suns.
FY14 FY15
FY16
FY17
FY18
FY19 FY20 FY21 FY22
Content of excellence and originality
The Division’s excellence and originality shone through
with many stunning award wins, including being named
Academic, Professional and Education Publisher of the Year
at the 2021 British Book Awards. Other notable wins include
the PEN Hessell-Tiltman Prize for History for Rebecca Wragg
Sykes’s Kindred; two PROSE Awards from the Association of
American Publishers for Nancy Worman and Angela Zottola;
the International Political Science Association Global South
Award for Abdalhadi Alijla; the British Army Military Book
of the Year 2021 and the Society for Nautical Research’s
Anderson Medal, while Osprey Games won numerous
games industry award accolades. Digital resources Drama
Online and Bloomsbury Architecture Library were both
chosen as 2021 Choice Outstanding Academic Titles, along
with ten other Bloomsbury titles.
Diversity, Equity and Inclusion
The Division has renewed its workflow and publishing practice
with a view to widening access to authors and readers.
The Special Interest division received 70 entries for the
annual Writers & Artists Working-Class Writers’ Prize
in 2021, which includes author mentoring and a year’s
membership to The Society of Authors. Financial assistance
for Writers & Artists (“W&A”) editing services was offered
to four writers of low-income, while 20 free places were
made available across W&A’s full range of events. We have
partnered with established organisations such as the Arts
Council of Northern Ireland and the Open University to
extend the reach of Writers & Artists events and courses
into our communities as widely as possible.
The Osprey Games division engaged in a renewed drive
to solicit submissions from underrepresented voices in the
industry. Sensitivity consultants are used as standard on
all relevant titles, reviewing written content, illustrations,
and graphic design, and providing guidance from an early
stage. Osprey Games also supports The Zenobia Award,
a game design competition to attract and reward more
diverse creative talent and subject matter in the historical
game design sphere.
35
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
Non-Consumer Division
continued
Acquisitions
The division undertook three strategic acquisitions in 2021/2022.
For over 70 years, ABC-CLIO has stood at
the forefront of scholarly publishing and
academic solutions, faithfully committed
to igniting a lifelong passion for learning
through student-led research. ABC-CLIO
publishes reference, non-fiction, online
curriculum and professional development
materials in both print and digital formats
for schools, academic libraries and public
libraries, primarily in the US. ABC-CLIO
has four imprints and 32 databases, 16
school databases that provide curriculum-
aligned content and lesson plans,
professional development support and
student activities to US schools and 16
academic scholarly research tools for
academic institutions. It has more than
23,000 titles in its portfolio.
Bloomsbury acquired certain book
and digital assets of Red Globe Press
from Macmillan International Higher
Education, providing a gateway to
new and attractive academic subject
areas and new digital Study Skills
products for students. Red Globe Press
specialises in high-quality publishing
for Higher Education students globally
in humanities and social sciences,
business and management, and study
skills. It 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 acquisition establishes
new areas of academic publishing
for Bloomsbury in business and
management, study skills and psychology.
The acquisition of certain assets of
Artfilms, the video streaming service of
Contemporary Arts Media, significantly
expands our streaming video and
international content portfolio aimed
at arts educators and practitioners.
Artfilms offers more than 2,000 films
from top artists and independent
filmmakers, mainly aimed at arts
education and arts practitioners. The
unique collection, which showcases the
global diversity and breadth of the arts,
is truly international, with content that
originates from Australia, the UK, the US,
Germany, Denmark, France, Hungary,
Canada, Switzerland, Pakistan, Indonesia,
Africa, and Japan. Artfilms includes
masterclasses, documentaries and
interviews, and covers such subject areas
as visual and applied arts, film studies,
media studies, music and dance, history
and philosophy.
The Value We Add
Academic books in print and ebook formats
Arts, humanities and social sciences publishing for students
and academics. Expert content curation, editorial and
publishing services, global specialist sales and marketing
expertise. Global sales distribution through multiple channels.
Digital academic resources
Online services sold direct to institutions worldwide through
subscription and perpetual access. Expertise in content
curation, user experience, digital platform development
and direct selling to institutions worldwide.
Professional development book and online
information publishing
Online and print resources for librarians, business
practitioners, qualified and trainee solicitors, barristers,
accountants and tax practitioners, e.g. Bloomsbury
Professional Online sold direct through subscription.
High-quality content and digital platform capabilities.
Books and online resources for teachers
Content to support professional development for school
teachers and trainee teachers.
Publishing services
A range of end-to-end publishing and content services
including open access, digital and print, provided direct to
authors, funders, corporations and organisations.
Books, audiobooks, games and special interest
digital resources
Rich and compelling content and online services for a
range of niche communities of interest. Content is sold
direct through Bloomsbury websites and through retail
intermediaries.
36
www.bloomsbury.comBloomsbury Publishing Plc Strategy for growth
• Ongoing investment in organic growth plans in core publishing areas
• Implementation of strategy plans for Academic, Professional and Special Interest
publishing
• Expansion of Bloomsbury Digital Resources portfolio of products
• Growth in sales of Bloomsbury Digital Resources; BDR target from 2022/2023
of achieving a further 50% organic revenue growth and 30% margin over the
next five years
• Expansion of international revenues particularly in the US
• Strategic bolt-on acquisitions to accelerate growth, strengthen content coverage
and IP ownership, grow market penetration and bolster digital strategy
• ESG: pursue new innovation, partnerships and initiatives in line with our Group
wide Sustainability and Diversity, Equity and Inclusion Action Plans
2021/2022 Key financial figures
£81.9m
Non-Consumer revenue
£61m
Non-Consumer revenue - UK
£17.5m
Non-Consumer revenue - US
£3.4m
Non-Consumer revenue -
Other territories
£9.1m
Non-Consumer adjusted profit1
£11%
Non-Consumer adjusted
profit margin
1 Adjusted profit is profit before taxation,
amortisation of acquired intangible assets
and other highlighted items. A reconciliation
between profit before tax and adjusted profit can
be found in note 3 to the Financial Statements.
37
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Bloomsbury Digital Resources
products or modules
now live
Sold in
69
countries
2,263
customers in
2021/2022
More than
100
incorporated into other digital products. The
acquisition of certain assets of Red Globe
Press from Macmillan International Higher
Education brings major digital resources to
BDR that align with our mission to provide
creative learning environments for students.
BDR is helping to drive the accelerated
transition to digital, which has supported
teaching and research during the
pandemic. Greater exposure to digital
solutions, combined with necessity when
remote learning was the only option, has
resulted in a culture shift. This is particularly
the case in the arts and humanities, where
the benefit of adopting digital solutions was
initially less apparent but is now gaining
momentum. Success has been fuelled by
increased exposure, an expanding and well-
received product portfolio, and broader recognition of the
reputation of the BDR brand.
Diversity, Equity and Inclusion
Unlike print, digital products possess the great advantage
of being able to evolve to reflect current events and cultural
changes relatively quickly. BDR is committed to Diversity,
Equity and Inclusion because it is right, but also because a
panoply of voices enriches the learning experience.
From its earliest days, BDR products have spotlighted areas
previously thought unworthy of academic study. A prime
example, Berg Fashion Library (launched in 2010), not only
provided a scholarly resource for the study of fashion, it
highlighted dress practices from around the world with
deep and substantive coverage of Asia, Africa, and South
America. Every country was covered, and as far as possible,
local scholars were commissioned to write articles so that
scholarly communication was not filtered through a Western
lens. At its heart was a corrective approach to coverage of
its subject. The product has gone on to win multiple awards
and has helped to define the field.
Bloomsbury Digital Resources (“BDR”) is
committed to serving a global community of
students, scholars, instructors, professionals and
librarians with creative online research and
learning environments that deliver excellence
and originality.
Aside from Bloomsbury Collections, the ebooks platform,
all BDR products are based around the concept of taking
specialist content that serves the specific needs of academic,
student or professional users, and building products that
fulfil those needs. Content is highly varied across subject
areas and includes not only high-level academic works, but
also textbooks, playtexts, professional titles and reference.
BDR has world leading subject hubs, such as Drama Online
and Bloomsbury Fashion Central. The focus is on developing
new products in core subject areas and increasing market
penetration in the US and Asia in particular.
BDR continues to widen its product portfolio: 2,000 titles
were added to Bloomsbury Collections in 2021/2022, a 15%
increase on prior year, and two major new products were
launched – Bloomsbury Philosophy Library and Bloomsbury
Religion in North America. In line with the strategic goal
to build out major subject hubs, BDR also released 13 new
product modules.
The leading subject hub, Drama Online, released a new
content collection from its video streaming partnership with
the National Theatre, as well as a major new collection of 200
plays from Theatre Communications Group (“TCG”). TCG is
the largest independent trade publisher of dramatic literature
in North America; their backlist consists of diverse voices
in contemporary American theatre, including 18 winners
of the Pulitzer Prize for Drama. In addition, BDR signed an
exclusive licence with the Globe Theatre to bring videos of
the Globe to Globe Festival to the educational market. The
festival, attended by more than 100,000 people, presented 37
productions of Shakespeare’s plays in 37 different languages
over a six-week period, in part as an experiment to show how
important Shakespeare is to the rest of the world.
Bloomsbury’s acquisitions have further bolstered its digital
strategy. Acquisition of the digital content assets of ArtFilms
adds over 2,000 films that showcase the global diversity
and breadth of the visual and performing arts world. These
will be migrated to a new video hub that will go live later
this year. New video content licences were also agreed with
the Royal Opera House and Glyndebourne, amongst other
leading houses. These will be hosted on the new video hub
and will bolster the division’s strengths in the performing
arts while at the same time expanding its video offerings, a
key strategic goal.
The acquisition of the prestigious US publishing house,
ABC-CLIO, enables new digital reach into US high school
and public library markets with 32 databases that provide
curriculum-aligned reference content and lesson plans.
The acquisition also brings more than 23,000 titles to our
Academic & Professional Division that will significantly
enhance Bloomsbury Collections’ offering and that can be
38
www.bloomsbury.comBloomsbury Publishing Plc Case
Drama Online: Case Study
What is Drama Online?
Study
the productions with
the National Theatre’s
reputation created a steady
stream of demand from
every kind of institution –
from community colleges
to the Ivy League. The
productions are already
being actively incorporated
into theatre and literature
courses globally.
Drama Online is an academic digital
resource which was created in 2013 in
response to the need for a high-quality
online research tool for drama and literature
students, professors, and teachers.
Comprising 22 collections and growing, it is the only
resource to combine exclusively available play texts and
scholarly publications with filmed live performances, film
adaptations and audio plays. In addition to play texts from
Bloomsbury’s Methuen Drama, Arden Shakespeare and
Oberon Books lists, it includes performances from high-
profile partners such as the National Theatre, the Royal
Shakespeare Company, the Globe Theatre, the Donmar
Warehouse, Faber & Faber, Nick Hern Books, and Theatre
Communications Group (“TCG”), amongst others.
What audiences does it serve?
Drama Online caters to a wide range of users, from
students and researchers of literature to actors and theatre
practitioners. Offering plays, videos, acting classes, scholarly
critical books and audio plays, the potential to use Drama
Online in the classroom is wide-ranging, from Shakespeare
classes to drama practitioner classes, and beyond. Drama
Online also features unique Play Tools that include
character grids, words and speech graphs, and part books,
offering new ways to engage with plays for close study or
performance. Video content is supported by an interactive
transcript player and video clipping functionality, for
increased accessibility and functionality that aids study. From
the epic to the monologue; ensemble to one-person plays;
comedy to tragedy; the historical to the contemporary; and
from the highly political to the profoundly personal, there is
plenty to discover all on this one resource.
Endorsements from users
In December 2021, Drama Online was recognised as an
Outstanding Academic Title 2021 by CHOICE. CHOICE is
a publishing unit of the Association of College & Research
Libraries, a division of the American Library Association.
The award was based on a CHOICE review, which described
Drama Online as a “unique offering among the theatrical
databases currently available” on the basis that play texts,
video and audio are all available in one space.
A full list of awards and reviews can be found at
https://www.dramaonlinelibrary.com/awards-and-reviews
Testimonials are online at
https://www.dramaonlinelibrary.com/testimonials
Case Studies from Royal Holloway University of London
and School of Humanities, NUI Galway can be read at
https://www.dramaonlinelibrary.com/case-studies
Major partnership with the National Theatre
We have seen significant interest in Drama Online’s National
Theatre Collection since the announcement of its launch,
notably from schools that do not regularly invest in theatre
materials. The combination of the exceptional quality of
Customer feedback on
the National Theatre
collections
“We were interested in the
National Theatre Collection
for its high quality, both
in terms of production value and filming,
and its non-Shakespeare content. We had
requests from students and faculty – there’s
name recognition for NT content, especially
since they play in movie theatres and other
venues commercially. The National Theatre
collection has great, well-known productions
and is one of the few “name brands” that I
get asked about.”
University of Iowa
“Our usage is getting better every year. I think
the fact that it is usually a live performance
actually filmed with an audience, makes it
quite authentic. Plus the fact that new plays
are added all of the time is a bonus. Seeing
the live stage craft really helps to bring a play
to life. It is especially useful at the moment
when not everyone can access the theatres.”
University of Nottingham
“The National Theatre collection has been
such a great resource and our Theatre Arts
teachers and students are very happy!”
Melbourne Polytechnic
Contributing to Bloomsbury’s
digital strategy
Content Highlights
Offering a complete
multimedia experience
of theatre
3,500+
play texts from over
1,300 playwrights
400+
audio plays
400
hours of video
450
scholarly books
from leading theatre
publishers and
companies
Drama Online is the ultimate digital tool in
this field of study. It is the only resource to
combine exclusively available playtext content and scholarly
publications with filmed live performances, film adaptations,
and audio plays, which fulfils Bloomsbury’s digital strategy to
innovate and provide excellence in content. Drama Online
also shines a spotlight on Black British Playwrights, LGBTQ+
Playwrights, Female Playwrights, and works that discuss such
topics as Climate Change to contribute to another key goal of
Bloomsbury and present diversity in scholarship.
As one reviewer noted, “Theatre’s future will be shaped by
students who have this as a go-to-resource.” With Drama
Online, students can read a play and then watch or listen to a
stellar version to learn more about how it could be presented,
designed and performed. High calibre performances are now
available to all students and not just those in close proximity to
a bricks-and-mortar theatre.
39
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Case
Bloomsbury Fashion Central: Case Study
Study
a full spectrum of topics in fashion, including construction,
draping, fashion business management, history, illustration,
journalism, marketing, promotion, theory, pattern making,
styling, product development, sustainable fashion and textiles.
Curated by Editor-in-Chief Valerie Steele, Director of
the Museum at FIT in New York, Bloomsbury Fashion
Photography Archive showcases more than 775,000
newly-digitised, high-quality images illustrating 40 years of
contemporary fashion history, along with a timeline, lesson
plans and videos.
Bloomsbury Fashion Business Cases is tailored to create
a link between education and industry. Designed to help
students develop the essential business skills required for a
career in the fashion industry, this digital resource is global
in focus and presents real-world cases on challenges facing
the business of fashion, tackling important issues such as
sustainability, technology, ethics and leadership.
Displaying nearly 3,000 fashion videos from the YOOX-NET-
A-PORTER Runway Archive Collections, the Bloomsbury
Fashion Video Archive documents fashion’s most
spectacular era, from 1979 to 2003. Collection highlights
include Vivienne Westwood’s provocative shows, disruptive
innovators Hussein Chalayan and Rei Kawakubo, “les
enfants terribles” Alexander McQueen and John Galliano,
and the rise of the supermodels.
Endorsements from users
“Bloomsbury Fashion Central more than meets its promise
to serve as the central source for interdisciplinary research
on fashion and dress. The breadth of peer-reviewed and
original content sets it apart, making it valuable for those
interested in the history of fashion, industry, culture, and
more.” Library Journal
“The Berg Fashion Library forms part of Bloomsbury
Fashion Central, a digital lynchpin for research involving
fashion and dress. Alongside the Fashion Photography
Archive, Fairchild Books Library, and Bloomsbury Fashion
Business Cases, the Berg Fashion Library tightly weaves
together an interdisciplinary array of digital resources for
those interested in the multifaceted inner workings of dress.
Enriching both students and researchers of fashion studies,
the vast visual corpus offers an abundant repertoire of
benchmark texts in ebook format and encourages cross-
cultural study.” Oxford Research Encyclopaedia of Latin
American History
What is Bloomsbury
Fashion Central?
Bloomsbury Fashion Central is a dynamic
academic digital resource launched in 2010
for interdisciplinary research in fashion and
dress. It is comprised of five databases that
can be purchased singly or in any combination:
• Berg Fashion Library
• Fairchild Books Library
• Fashion Photography Archive
• Bloomsbury Fashion Business Cases
• Bloomsbury Fashion Video Archive
Content is peer reviewed by industry and academic experts.
It includes interconnected major reference works, exclusive
articles, scholarly ebooks, case studies, biographies, lesson
plans, bibliographic guides, textbooks, video content,
runway and backstage photos from fashion shows, and tens
of thousands of images from museums around the world to
create a rich and vibrant educational resource.
What audiences does it serve?
BFC is highly interdisciplinary and is used by students,
researchers, and instructors across many fields, including
fashion history, fashion theory, the fashion business,
costume, anthropology, art history, cultural history, human
geography, and museum studies.
Berg Fashion Library is the
leading resource for students
and researchers of fashion
studies. Students discover
the richness and complexity
of global dress with reference
works, images, museum
partnerships and teaching
tools.
Offering everything a person
needs to know to enter and
thrive in the fashion industry,
Fairchild Books Library
provides content that covers
40
www.bloomsbury.comBloomsbury Publishing Plc “If you support fashion in any way shape or form, I highly
recommend the Fashion Photography Archive database.”
Reference Reviews
“The Berg Fashion Library is the leading resource for
students and researchers of fashion studies. Interdisciplinary
in nature, with great visual and integrated content ... Earning
our gold star rating, it is critical for students of both historical
and contemporary fashion.” Library Journal
“The leading source of information for anyone working in,
researching, or studying fashion.” CHOICE
Response and reaction
BFC has won multiple awards:
• 2017: BFC wins the IPG Ingram Content Group Digital Publishing Award
• 2016: BFC wins Bookseller FutureBook Awards’ Platform of the Year (Reference/Education)
• 2016: Berg Fashion Library wins the Charleston Advisors Reader’s Choice Award
• 2013: Berg Fashion Library wins the Popular Culture Association/American Culture
Association Electronic Reference Award
• 2011: Berg Fashion Library wins the Dartmouth Medal
Berg Fashion Library wins the ALA Outstanding Reference Source award
Berg Fashion Library wins the Independent Publishers Guild Frankfurt Book Fair
Digital Award
Berg Fashion Library wins the Bookseller FutureBook Award for Best Website
Contributing to Bloomsbury’s digital strategy
Bloomsbury Fashion Central is one of the cornerstones of BDR, representing a core area
of publishing for Bloomsbury. The aim of this research hub is to offer a market-leading
suite of fashion products that delivers everything students and researchers need: whether
major textbooks on all aspects of the industry, images, catwalk videos, research or reference
materials, the content shows how rich fashion is as an area for analysis and learning.
Bloomsbury Fashion Central’s truly global outlook contributes to Bloomsbury’s important
strategy to diversify its content. The Berg Encyclopedia of World Dress and Fashion
examines dress from around the world, with each volume focussing on a different global
region. Bloomsbury Fashion Business Cases includes case studies from China, South Korea
and Malaysia. We are actively commissioning articles and case studies from a diverse
network of authors.
In December 2021, Bloomsbury Fashion Central was migrated to Bloomsbury’s self-service
platform. This new site is easier to search, browse and navigate, and includes a range of
enhanced functionality improving accessibility and discoverability. Users benefit from an
improved experience, including:
• Intuitive browsing – by content type, theme, design house, people, period or place
• New curated Collection pages, bringing together key content types, themed “Where to
Start” options, curated playlists, Design in Focus pages and more
• Improved accessibility, with features such as video transcripts
• The ability to search within a book, to discover all content of interest instantly
• A fully responsive and mobile-friendly interface
• More intuitive and prominent related content
Content Highlights
150+
academic ebooks that cover
important classic and modern
writings on fashion
• Major reference works: five reference
titles including the renowned Berg
Encyclopedia of World Dress and
Fashion
• Museum exhibitions: images from
museum exhibitions around the
world with introductions written by
the curators
Image partnerships: over
17,000
colour images from prestigious
partners such as the Costume Institute
at the Metropolitan Museum of Art,
the Victoria and Albert Museum, the
Museum at the Fashion Institute of
Technology
268
Business Cases and growing
More than
775,000
high-quality images from runway,
backstage, and street style in the
Fashion Photography Archive
Videos from approximately
3,000
spectacular fashion shows representing
460 international designers on
Bloomsbury Fashion Video Archive
170
textbooks providing content that
covers a full spectrum of topics in
fashion
41
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Overview of International Offices
UK
£143.2m
Revenue
India
£4.1m
Revenue
US
£69.7m
Revenue
Bloomsbury US
Adrienne Vaughan
President
Established in 1998, Bloomsbury US 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 list 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
US 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.
At the start of 2021/2022, Bloomsbury US set out with a
focus on four key areas: profitability, setting ambitious
revenue targets, working smarter through process
improvements, and facing opportunities and challenges as
a team. 2021/2022 was Bloomsbury US’s highest performing
year across a number of measures, including record
breaking revenue of £69.7million, an increase of 29% from
the prior year.
This tremendous growth was led by the success of Sarah J.
Maas, who during the year broke every previous record for
sales of her titles, including spending a combined 21 weeks
on the New York Times Bestseller list in the financial year.
Over 19 million copies of titles by Sarah J. Maas have been
sold worldwide.
42
Australia
£13.1m
Revenue
In addition to the stellar performance of Sarah J. Maas, Bloomsbury US Trade
publishing saw robust backlist performance across Adult and Children’s
publishing, compounding on the prior year’s growth. Our authors were
recognised with prestigious awards, including Zorrie by Laird Hunt, Finalist
for The National Book Award; This is How They Tell Me the World Ends by
Nicole Perlroth, which won The Financial Times Business Book of the Year
Award; Real Estate by Deborah Levy, which won The Los Angeles Times Book
Prize; and many more awards, best book listings and Indie Next selections.
Heading into 2022/2023, Bloomsbury US Trade is poised to build on the
strength seen this year by adding to its list alongside established authors
like Elif Shafak, whose title The Island of Missing Trees was a Reese
Witherspoon Book of the month selection, and Brigid Kemmerer, who hit
the New York Times list for the third time this year.
The excellent performance in 2021/2022 extended to Bloomsbury US
Academic as well. The easing of lockdown restrictions, coupled with the
increased return to in-person instruction helped drive a print rebound that
resulted in net sales increases of 33% over prior year. At the same time,
Bloomsbury Digital Resources saw phenomenal growth with invoiced sales
increasing by 40% globally from the prior year.
Two strategic acquisitions furthered the reach and market impact of
Bloomsbury US Academic. Red Globe Press has greatly expanded our
textbook offering across a range of subjects in the humanities and social
sciences with particular emphasis in Business and Management and
Political Science. ABC-CLIO adds significant breadth and depth to US
Academic’s offering of US originated content. With 16 databases and more in
development, ABC-CLIO’s compelling product portfolio includes a number of
prestigious award-winners. Recent accolades include the Dartmouth Medal,
the highest prize in reference publishing, for The Cold War: The Definitive
Encyclopedia and Document Collection and Booklist Editors’ Choice for
African American Culture. ABC-CLIO positions Bloomsbury US Academic for
another year of growth with a suite of high-quality academic databases that
will be proactively promoted and sold in to an expanded schools market base.
To support and sustain our excellent growth, Bloomsbury US has continued
to invest in our people through promotions, new roles and training, as
www.bloomsbury.comBloomsbury Publishing Plc
well as enhanced benefits and flexibility.
The US Diversity Committee grew to
include Staff Networks for Assistants,
BIPOC, LGBTQIA+, Mental Health,
Socioeconomic Status, and Women at
Bloomsbury. Diversity, Equity and Inclusion
initiatives launched this year include: Anti-
Racism and Unconscious Bias Training,
Mentorship Program and diversity tracking
of our candidate pools. US President
Adrienne Vaughan was an inaugural
working group member in the American
Association of Publishers DE&I industry
efforts. Our Diversity Committee is actively
enriching employee experience, belonging
and engagement, and strengthening the
power of our own publishing and culture as
well as the industry.
Across all divisions, Bloomsbury US is now
focused on developing dynamic, diverse,
and differentiated lists, growing the pipeline
of sales, author talent, products and
channels required to sustain and expand on
the tremendous success seen this year.
Bloomsbury India
Rajiv Beri
Managing Director
Bloomsbury
Australia
Cristina Cappelluto
Managing Director
Bloomsbury Australia was established in 2010, and is
responsible for Australian and New Zealand sales, marketing
and distribution of Bloomsbury titles commissioned and
published in the UK and US.
2021/2022 was a challenging, yet exciting year for Bloomsbury
Australia. Not only did we see strong growth in sales across the board,
two overall Number Ones for Sarah J. Maas, and industry recognition by
winning International Book of the Year at the Australian Book Industry
Awards, we also grew in size as a company from 16 to 20; with new roles
added in Academic, HR and Operations.
Despite the challenges associated with the pandemic, book sales in
Australia remained strong and print book sales in 2021 were the highest in
a decade; the third highest recorded since 2003. For Bloomsbury Australia,
2021/2022 revenues finished the year 18% higher than the prior year. Sarah J.
Maas, Harry Potter and Madeline Miller were the key drivers of these results.
During the year, we have had two overall number one bestsellers, with both
of Sarah J. Maas’ releases in that time hitting the top spot. Sales of House
of Sky and Breath in March 2022 were up by 17% on her previous novel in
March 2021, A Court of Silver Flames. We also saw Stolen Focus by Johann
Hari reach number four on the non-fiction chart, up by 214% to date on his
last book Lost Connections, and selling over 10,000 copies in just six weeks.
Such a Fun Age by Kiley Reid won the Australian Book Industry Award
for International Book of the Year in 2021, a huge achievement with Reid
winning over significant competition, including Barack Obama.
Bloomsbury India was established in 2012
with the objective of maximising sales in
the market and building strong Indian
origin publishing programmes offering
significant and sustainable growth. The
company has a diverse publishing catalogue
with strong publishing programs in Adult
Trade, Children’s, Academic & Professional.
Bloomsbury India is among the top four Indian
publishers of adult trade books with over 1000
active India originating titles in its list.
The Academic market in India is contingent
on funding of institutes and colleges by
the government. Bloomsbury India has
established itself as the academic market
leader in Fashion and Design and has
made rapid strides in its share of the
Humanities and Social Sciences digital
market with many prestigious institutes
opting for Bloomsbury Digital Resources.
The Company has significant ambitions to
grow its Academic programme, where the
market opportunity is significant.
The publishing market and business
environment was challenging due to
COVID-19. School children moved to
online classes and colleges and universities
were closed for almost the whole year,
significantly impacting Educational and
Academic publishers. Trade publishers also
experienced reduced offline sales.
2021/2022 has been a year of recovery
for Bloomsbury India. We achieved 50%
revenue growth over the prior year.
Children’s titles led the way, with strong
sales of Harry Potter and Sarah J. Maas
titles. Bloomsbury India now has a portfolio
of best-selling authors including Shiv Khera,
the most successful self-help author in India.
In the front list of Bloomsbury India
originated titles, one of the many stars
was India That is Bharat by J Sai Deepak,
which sold 35,000 copies and after over six
months of publication is still among the
top 20 in the Amazon bestseller list. Ebook
sales too took a remarkable leap forward
with an over 200% increase.
In 2021/2022 Bloomsbury India won eight
awards including the National Laadli
Media and Advertising Award for Gender
Sensitivity for The Water Phoenix by
Rituparna Chatterjee, and the AG-BLF Book
Prize for the best cover design for Shadow
Craft by Gayathri Prabhu and Nikhil Govind.
43
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
Financial
Review
44
www.bloomsbury.comBloomsbury Publishing Plc Financial
Review
Financial Review
Penny Scott-Bayfield - Group Finance Director
In 2021/2022, Group revenues increased by 24% to £230.1 million
(2020/2021: £185.1 million). They increased 41% from 2019/2020.
The Consumer Division generated excellent revenue growth of
25% to £148.2 million (2020/2021: £118.3 million), with very strong
performance delivered by both the Adult and Children’s Divisions,
across front and backlist titles.
The Non-Consumer Division delivered excellent revenue growth of
23%. Bloomsbury Digital Resources (“BDR”) revenue increased by
50% to deliver £18.6 million revenue, outperforming the long-term
strategic goal we set six years ago. Total revenue in the Non-
Consumer Division increased by 23% to £81.9 million (2020/2021:
£66.8 million), generated by 34% growth in Academic & Professional
division, with 1% growth in the Special Interest division.
Revenue by territory
Revenues sold overseas totalled £150.8 million (2020/2021:
£119.3 million), increasing to 66% of total revenues.
The chart shows where Group revenues by source were generated
for the year ended 28 February 2022.
6%
30%
2%
UK
USA
Australia
India
Profit
Profit before tax and highlighted items increased by 40% to £26.7
million (2020/2021: £19.2 million). Profit before tax increased by 28%
to £22.2 million (2020/2021: £17.3 million).
The increased profit was driven by the excellent performance of
both the Consumer and Non-Consumer Divisions, with Consumer
profit before taxation and highlighted items up 25% to £17.8 million
(2020/2021: £14.2 million) and Non-Consumer profit up 68% to
£9.1 million (2020/2021: £5.4 million).
The operating profit margin increased year-on-year to 9.8% from
9.6%. The operating profit margin before highlighted items
increased year-on-year to 11.8% from 10.6%. Administrative
expenses, excluding highlighted items were 20% higher; this was
due to the impact of acquisitions, increased staff costs including the
Group-wide employee bonus and higher share option charges.
Highlighted items in the year comprised the amortisation of
acquired intangible assets of £2.8 million (2020/2021: £1.8 million),
one-off restructuring costs and legal and other professional fees
relating to the acquisitions of £1.8 million (2020/2021: £1.3 million),
and in 2020/2021 only, a one-off US Government grant under the
Paycheck Protection Program (£1.3 million).
Interest
The net finance cost was £0.4 million (2020/2021: £0.5 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 £0.5 million predominantly relates to interest on lease
liabilities under IFRS 16.
62%
Taxation
Revenue by channel
Digital sales grew by 34%, driven by ebook revenue growth of 24%,
the 50% increase in BDR revenues and audio revenue growth of
54%. Print sales were very strong with a 22% increase during the
year, with increased Consumer and Non-Consumer sales. Rights
and services revenues increased by 20%.
The chart shows the proportion of Group revenue that each channel
generates.
22%
4%
The tax charge of £5.3 million (2020/2021: £3.7 million) is a reported
effective rate of tax of 23.9%, higher than the reported rate of 21.0%
for the prior year. Excluding the effect of highlighted items, the
effective tax rate for the Group was 19.4% (2020/2021: 20.0%).
Earnings per share
Diluted earnings per share before highlighted items increased
by 39% to 25.94 pence (2020/2021: 18.68 pence), as a result of
the profit growth. Diluted earnings per share, after deducting
highlighted items, increased by 22% to 20.33 pence (2020/2021:
16.71 pence). Information on distributable reserves can be found
on page 211. Information on the dividend can be found in the Chief
Executive’s Review on page 22.
Print
Digital
Rights and services
74%
45
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Financial Review
continued
Capital structure
Our balance sheet at 28 February 2022 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
2022
£m
79.7
8.6
0.1
2.3
(1.6)
3.5
35.2
0.0
127.8
41.2
169.0
2021
£m
58.0
8.0
0.2
1.8
(1.5)
1.5
45.5
0.2
113.7
54.5
168.2
Net assets per share were 207 pence (2021: 206 pence).
The main movements on the balance sheet were goodwill
and acquired intangible assets, working capital and cash.
Goodwill and acquired intangible assets increased due to the
acquisitions made during the year. Working capital decreased
mainly due to increased royalties accrued and the £5.3 million
employee bonus accrual (2021: £2.6 million) due to the very
strong results delivered during the year. The £13.3 million
reduction in net cash was due to payments for acquisitions of
£26.6 million, offset by strong trading and cash generation.
Inventories increased by 26% to £33.8 million (2021:
£26.8 million). On a like-for-like basis, excluding the effect
of acquisitions (reduced by £2.8 million), the increase in
inventories was 16% or £4.2 million, reflecting the increased
levels to ensure stock availability.
Total trade and other receivables increased by 12% to
£105.8 million (2021: £94.5 million). Net trade receivables were
£6.5 million higher at £65.2 million (2021: £58.7 million) due to
strong trading during the year and the impact of acquisitions.
Trade and other liabilities increased by 39% to £103.0 million
(2021: £74.3 million). Trade payables were 28% higher at
£30.2 million (2021: £23.7 million) due to timing of printing and
the impact of acquisitions. Accruals were £12.5 million higher
than last year at £41.5 million (2021: £29.0 million) due to the
higher royalty accrual, up £4.8 million, and the £5.3 million
employee bonus payable for the year (2021: £2.6 million).
Cash
Cash and cash equivalents were £41.2 million
(2021: £54.5 million). Cash flow conversion in the year
was 194% (2021: 142%).
The net cash generated from operating activities,
including the effect of highlighted items, was £39.8 million
(2021: £25.2 million). This movement is due to increased
profit. Cash used in investing activities was principally the
acquisition of certain assets of Red Globe Press (“RGP”),
Head of Zeus Ltd (“HoZ”) and ABC-CLIO, LLC (“ABC-
CLIO”) and the cost of internally generated intangible
assets such as product and system development. Cash used
in financing activities mainly comprised dividend payments.
Liquidity
The Group has an unsecured committed revolving credit
facility with Lloyds Bank Plc of £10.0 million. The facility is
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 October 2024. 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. At 28 February
2022, the Group had £nil drawdown (2021: £nil) of this
facility with £10.0 million of undrawn borrowing facilities
(2021: £8.0 million) available.
Acquisitions
In June 2021, the Company acquired certain assets of RGP,
the academic imprint. The consideration was £3.2 million,
of which £1.8 million was satisfied in cash on completion
in June 2021 and £1.3 million was satisfied in cash post
completion, with an expected further £0.1 million to be
satisfied post completion subject to assignment of certain
contracts. For the year ended 28 February 2022, RGP
contributed £6.2 million of revenue to the Academic &
Professional division.
In June 2021, the Company acquired HoZ, the independent
trade publisher, for £7.0 million, of which £5.5 million was
satisfied in cash at completion, with £1.1 million paid in cash
post completion, and £0.4 million of deferred consideration
payable in cash subject to achievement of Netflix release
targets. For the year ended 28 February 2022, HoZ contributed
£9.0 million of revenue to the Consumer Adult division.
In December 2021, the Company acquired ABC-CLIO,
the academic publisher. The consideration was £16.7
million, of which £16.6 million was satisfied in cash on
completion and up to £0.1 million will be satisfied in cash
post completion. For the year ended 28 February 2022,
ABC-CLIO contributed £2.2 million of revenue to the
Academic & Professional division.
46
www.bloomsbury.comBloomsbury Publishing Plc 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. These measures also enable investors to more easily, and consistently, track the underlying
operational performance of the Group and its operating segments by separating out those items that are not
representative of underlying performance of the business. 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.
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:
£26.7m
Group adjusted profit
20.4%
ROCE
£230.1m
Group revenue
25.94p
Adjusted diluted EPS
(pence per share)
Profit before tax and highlighted items/Adjusted profit
Profit before tax and highlighted items or adjusted profit is profit before tax, amortisation of acquired intangibles and other highlighted items.
2021/2022
Profit/(loss) before taxation
and highlighted items
Amortisation of acquired
intangible assets
Other highlighted items
Profit/(loss) before taxation
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
15,800 1,954
17,754
9,088
30
9,118
(141) 26,731
–
–
(272)
–
15,800 1,682
(272)
–
17,482
(2,349)
–
6,739
(214)
–
(184)
(2,563)
–
6,555
(2,835)
–
(1,715)
(1,715)
(1,856) 22,181
Operating profit before highlighted items/Adjusted operating profit
Operating profit before highlighted items or adjusted operating profit is operating profit before amortisation of acquired intangibles and
other highlighted items.
2021/2022
Operating profit/(loss)
before highlighted items
Amortisation of acquired
intangible assets
Other highlighted items
Operating profit/(loss)
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
15,962 2,048
18,010
9,141
78
9,219
(117) 27,112
–
–
(272)
–
15,962 1,776
(272)
–
17,738
(2,349)
–
6,792
(214)
–
(136)
(2,563)
–
6,656
(2,835)
–
(1,715)
(1,715)
(1,832) 22,562
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.
47
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Financial Review
continued
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.
Adjusted diluted earnings per share/Diluted earnings per share, excluding highlighted items
Adjusted earnings includes profit before tax and highlighted items net of adjusted tax. Adjusted earnings is included as a non-GAAP
measure as it is used by management to evaluate performance and by investors to more easily, and consistently, track the underlying
operational performance of the Group over time. Adjusted earnings per share is calculated as adjusted earnings divided by the weighted
average number of shares in issue.
Tax on other highlighted items is excluded from adjusted earnings. 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.
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 earnings
Diluted weighted average shares in issue
Adjusted diluted earnings per share
Organic revenue
2021/2022
£’000
22,181
2,835
1,715
26,731
2020/2021
£’000
17,349
1,809
(5)
19,153
5,291
(207)
99
5,183
21,548
3,652
(41)
232
3,843
15,310
83,063,193
25.94p
80,867,938
18.68p
Organic revenue excludes the effect of major portfolio changes arising from acquisitions. Portfolio changes are calculated taking account of
the additional revenue from acquisition made in the current year.
Consumer
£’000
139,215
8,981
–
–
148,196
118,360
Non-
Consumer
£’000
73,534
–
6,156
2,224
81,914
66,776
Total
£’000
212,749
8,981
6,156
2,224
230,110
185,136
Organic revenue
Head of Zeus
Red Globe Press
ABC-CLIO
Statutory revenue 2022
Statutory revenue 2021
48
www.bloomsbury.comBloomsbury Publishing Plc 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.
Profit before taxation
Other highlighted items
Net interest
Return
Gross assets
Less: Average Cash and cash equivalents
Less: Average Deferred tax assets
Less: Average Current tax receivables
Average Trade and other payables
Average Lease liabilities
Capital employed
Return on capital employed
Cash conversion
2021/2022
£’000
22,181
1,715
381
24,277
2020/2021
£’000
17,349
(5)
484
17,828
274,355
(47,846)
(5,694)
(782)
(88,685)
(12,585)
118,763
20.4%
244,449
(42,906)
(3,330)
(326)
(68,093)
(13,737)
116,057
15.4%
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
2021/2022
£m
47.7
0.4
48.1
(0.6)
(3.7)
43.8
22.6
194%
2020/2021
£m
29.6
–
29.6
(0.4)
(3.8)
25.4
17.8
142%
49
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Financial Review
continued
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 2020/2021 to convert the overseas revenue into sterling. This has been applied on a month-by-
month basis to the 2021/2022 revenue. This method allows better comparability given the seasonality of the business.
Group revenue 2021/2022 –
Reported
Currency adjustment
2021/2022 – currency adjusted
2020/2021 – reported
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Total
£’000
2,514
93,039 55,157
904
95,553 56,061
74,599 43,761
148,196
3,418
151,614
118,360
59,328
681
60,009
44,307
22,586
289
22,875
22,469
81,914
970
230,110
4,388
82,884 234,498
66,776 185,136
Group revenue 2021/2022 – Reported
Currency adjustment
2021/2022 – currency adjusted
2020/2021 – reported
United
Kingdom
£’000
143,192
–
143,192
117,429
North
America
£’000
69,651
4,046
73,697
53,872
Australia
£’000
13,133
98
13,231
11,084
India
£’000
4,134
244
Total
£’000
230,110
4,388
4,378 234,498
2,751 185,136
Group operating profit/
(loss) 2021/2022 –
reported
Currency adjustment
2021/2022 – currency adjusted
2020/2021 – reported
Group operating profit/
(loss) before highlighted items
2021/2022 –
reported
Currency adjustment
2021/2022 – currency adjusted
2020/2021 – reported
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
15,962
642
1,776
20
16,604 1,796
3,948
10,542
17,738
662
18,400
14,490
6,792
113
6,905
2,790
(136)
(13)
(149)
958
6,656
100
6,756
3,748
(1,832)
2
(1,830)
(405)
22,562
764
23,326
17,833
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
15,962
642
2,048
20
16,604 2,068
3,965
10,542
18,010
662
18,672
14,507
9,141
119
9,260
4,368
78
(13)
65
1,172
9,219
106
9,325
5,540
(117)
–
(117)
(410)
27,112
768
27,880
19,637
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
50
www.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 they consider, 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 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. Read more
about this on pages 52 to 59 of this Annual Report.
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 on page 101 of this Annual Report. 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 100 to 101 of this Annual Report and further on page 113
of this Annual 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.
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.
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 2022, 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 (pages 26 to 27)
Bloomsbury’s culture – this describes our purpose and the values which drive our culture (page 10)
Strategy – this summarises our long-term strategy, our strategic priorities, and the progress we have made in implementing that
strategy (page 14, and pages 17 to 18)
Chief Executive’s Review – this reviews our performance and explains how our key decisions during the year have supported our
long-term strategy (pages 16 to 23)
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 52 to 61)
Corporate Social Responsibility Report – (pages 60 to 81) this summarises:
− how the Directors have engaged with employees and had regard to employee interests; and
− the ways in which we engage in respect of, and have regard for, social and environmental issues
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 100 to 144)
51
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Engagement with Stakeholders
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 on the following pages.
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.
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)
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 page 51 of this Annual Report, sets out how the
Directors have taken into account the interests of material stakeholders in their decision-making during the year.
Below:
Bloomsbury
Night
In book
blogger
package
52
www.bloomsbury.comBloomsbury Publishing Plc 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 well-being of
employees; and
• ESG (environmental,
social and governance)
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.
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 pages 16 to 23 of this
Annual Report, which explains
the Company’s performance
and investment decisions
during 2021/2022.
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.
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.
53
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Engagement with Stakeholders
continued
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;
• Their work is published
in a format that has the
furthest reach in the relevant
markets;
• 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.
Building strong relationships
with the markets we serve, for
example libraries, faculties and
the student community, enables
us to help shape authors’ works
for the relevant market segment.
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. Rigorous peer reviews
are also conducted to ensure
their work meets a specific
standard in terms of quality.
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.
Due to the pandemic, much of
our engagement with authors
during 2021/2022 took place
virtually.
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.
Global supply chain challenges
have resulted in longer shipping
times from printers’ location.
We have responded to this
by building in buffers to our
publication schedules to
mitigate the impact of ongoing
delays and disruptions, which
can impact on author submission
deadlines. We have sought to
provide timely guidance and
support to our authors as we
respond to these challenges.
For debut authors, pandemic
restrictions have posed
challenges in terms of publicity
campaigns, which rely heavily
on author appearances at
public events. We have actively
sought alternative opportunities
for our authors online.
54
www.bloomsbury.comBloomsbury Publishing Plc 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 66 to 69 of this Annual
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 66 to 69 of
this Annual Report.
Our employees 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.
55
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Engagement with Stakeholders
continued
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;
• Inventory management; 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.
During the year, engagement
with key suppliers intensified as
we worked closely with them
to manage global supply chain
challenges and related cost
impacts.
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 and global supply chain
challenges.
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
ongoing global supply chain
disruptions, paper availability,
supplier capacity due to COVID-
related labour shortages, 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.
56
www.bloomsbury.comBloomsbury Publishing Plc Customers – wholesale and retail
Why they matter
What matters to them
Ways we engage
Wholesalers and retailers are
Bloomsbury’s primary route to
market.
• 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.
Collaboration with them is a
critical 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.
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.
Senior management meets
with key customers at book
fairs. During the pandemic,
meetings have been virtual.
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.
57
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Engagement with Stakeholders
continued
Customers – academic and educational institutions, corporate customers
How we consider the
interests of our stakeholders
Feedback from our customers
and their stakeholders informs:
• How Bloomsbury develops
new and existing products;
• The various sales models
Bloomsbury offers
(subscription vs perpetual
access sales, short-term
loans, evidence or usage-
based sales, title by title
sales); and
• Product pricing.
In response to feedback from
librarians, we develop user case
studies and marketing materials
to support librarians’ internal-
facing activities.
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,
meetings have been online and
attendance at conferences and
events has been virtual.
58
www.bloomsbury.comBloomsbury Publishing Plc Society – including community and the environment
Why it matters
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 62 to 65 of this
Annual 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 on pages 73 to 81 of this
Annual Report.
Information on Bloomsbury’s
work in respect of Diversity,
Equity and Inclusion is set
out on pages 70 to 72 of this
Annual Report.
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 66 to 69 of this Annual
Report.
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 on
pages 73 to 81 of this Annual
Report.
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.
59
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Corporate Social Responsibility
Our 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 core business of publishing
books and resources to inform, educate and inspire is
therefore in itself a social good. We give light to common
humanity, ideas, debates, educational and academic rigour
and dreams. Our books have impact for generations,
change cultures and inspire others.
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 in all formats across our diverse lists.
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.
Books have the power to change and shape lives, whether
consumed for entertainment or education. The 2021
Reading Report by the National Literacy Trust (“NLT”)
reported that reading to relax was one of the main reasons
why children and young people were reading in early
2021 with one in two (52.7%) saying this, followed by two
educational aspects, namely helping to learn about new
things (51.4%) and learning new words (49.8%). One in three
(34.4%) said that reading made them feel happy, and over
one in four (26.1%) said that reading made them feel better
when they were sad. For one in five (19.3%) young people,
reading also provided a connection to the world. Reading
continues to support children and young people’s mental
well-being, with over 2 in 5 (44.6%) children and young
people agreeing that reading made them feel better.
The importance of books has been illustrated by the huge
upsurge in reading over the past two years as the world
experienced the unprecedented circumstances of the
COVID-19 pandemic and the significant increase in sales of
books about race and social inequalities.
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, ensuring that
diverse voices both reflect and shape our culture and society.
We have accelerated our activities in this area to drive change,
both in respect of our workforce and the books we publish.
Treading lightly
We have made significant progress in our work on
environmental sustainability, including having our own
emission reduction targets reviewed and validated by
the Science Based Targets initiative (SBTi) to align with
the goals of the Paris Agreement. This programme of
work remains of the utmost importance to Bloomsbury’s
Board and Executive Committee, and in 2022/2023, we
will be working with an external partner to identify carbon
reduction measures that will support the achievement of
these targets and our climate transition planning.
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
stakeholder groups, balanced between the short and long-term. The interests
of our various stakeholders and the consequences of any decision in the long-
term are considered carefully by the Board. 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.
Materiality Assessment
Overview
At Bloomsbury, we want to ensure our approach to sustainable and responsible
business is focused on the environmental, social and governance (ESG)
issues that matter most to our business and our stakeholders. Building from
the progress we have made in recent years, we committed to undertaking a
materiality assessment in 2021/2022.
A materiality assessment is a process of engagement with internal and
external stakeholders that identifies, prioritises and contextualises the most
pressing ESG risks and opportunities for an organisation, in order to inform
its strategic decision-making.
To ensure an objective approach informed by best practice, we have
worked with leading independent sustainability consultancy Corporate
Citizenship to deliver our first materiality assessment.
Our Approach
Stage 1: Landscape review and issue selection
An initial longlist of issues was created through desk-based research into
key internal documents, peer issues, sector, industry body and investor
expectations, and a media scan and review of global sustainability frameworks
and standards. This was then formulated into a shortlist of 15 key issues, which
was reviewed and agreed by senior stakeholders within Bloomsbury.
This list of 15 issues formed the core part of stakeholder conversations,
identifying which issues stakeholders consider the highest priority for
Bloomsbury.
Material issues list
Author Relationships
Biodiversity & Deforestation
Circularity & Resource
Management
Climate Resilience & Energy
Community Engagement
Creating Societal Impact
through Content
Data & System Security
Digitisation & Business
Transformation
Diversity, Equity & Inclusion
(“DE&I”)
Governance & Business Ethics
Health & Safety
Promoting a Reading Culture
& Education
Stakeholder Engagement
Sustainable Supply Chain
Talent Attraction
& Retention
60
www.bloomsbury.comBloomsbury Publishing Plc Stage 2: Stakeholder engagement
Through the materiality process, we engaged with a range of stakeholder groups, including Bloomsbury leadership, literary
agents, industry groups, community partners, suppliers and distributors, and investors.
We used a range of methods to gather and understand internal & external stakeholder inputs, including:
• Structured interviews providing in-depth perspectives and strategic insight on the 15 issues, including where stakeholders
see Bloomsbury as having the ability to drive impact on ESG issues; and
• Tailored surveys asking all stakeholder groups to prioritise and provide feedback on the identified material issues.
Stage 3: Analysis, mapping and validation
Data captured during the engagement stage was analysed to develop a preliminary set of results and materiality matrix.
The matrix was then reviewed and approved through an independently facilitated validation session with internal senior
leadership members to challenge and review the position of issues on the “impact on the business” axis. Our finalised
2022/2023 materiality matrix is shown below:
Materiality matrix
r
e
h
g
H
i
l
s
r
e
d
o
h
e
k
a
t
S
o
t
e
c
n
a
t
r
o
p
m
I
r
e
w
o
L
9
12
11
14
13
7
8
15
10
2
1
6
5
4
3
Lower
Impact on the Business
Higher
1 Community engagement
2 Stakeholder engagement
3 Health & safety
4 Data and system security
Digitisation and business
5
transformation
6 Governance and ethics
7 Biodiversity and deforestation
Circularity and resource
8
management
9 Climate resilience and energy
10 Talent attraction and retention
11 Creating societal impact
through content
12 Promoting a reading culture
and education
13 Diversity, equality and inclusion
14 Author relationships
15 Sustainable supply chain
Top priority
material issues
Other
material
issues
Issues managed
as part of being
a responsible,
well-run business
Issues managed as part of being a responsible well-run business
Other material issues
Top priority material issues
While we hold ourselves to the highest standards on all aspects of responsible business, our stakeholders identified
six top priority material issues for Bloomsbury. These are:
• Sustainable Supply Chain was recognised as a key vehicle for Bloomsbury to act on environmental topics
working alongside partners in its supply chain to maximise impact and efficiency;
• Diversity, Equity & Inclusion has emerged as an important issue for the industry and an area that can be
supported holistically through Bloomsbury’s workforce, list of authors and published content;
• Author Relationships was identified as core to Bloomsbury’s business model and
key to our success;
• Talent Attraction & Retention was seen as key to fostering a happy, creative and
productive workforce, in a competitive industry;
• Creating Societal Impact through Content is an area which stakeholders felt
Bloomsbury is uniquely placed to influence owing to our publishing in both Consumer
and Non-Consumer markets and our broad spectrum of content; and
• Promoting a Reading Culture & Education was highlighted by stakeholders as a key
area for Bloomsbury to support engagement through its community outreach and
influential standing in children’s literature.
Linking Materiality to Ongoing Work
Our first materiality assessment has provided invaluable insights into the issues our
stakeholders believe are most important to Bloomsbury and where we have the greatest
ability to drive positive impact. We intend to continue our work in 2022/2023 to align our
materiality assessment with our broad responsible business plans and societal impact and
guide our future sustainability strategy and reporting.
Read more
about our
community
engagement
and DE&I
on pages
70 to 72 of
this Annual
Report.
Read more
on our
environmental
performance
during the
year on pages
73 to 81 of
this Annual
Report.
Read more
on how we
engage
with our
stakeholders
on pages
52 to 59 of
this Annual
Report.
Below:
Bloomsbury
colleagues
support
charity
efforts in
Ukraine
61
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
Our Communities
During 2021/2022, the Group donated £328,911 to charitable initiatives, and made
donations of books with a cost value of £247,296.
Corporate donations
In the UK, we supported specialist literary charities Book Aid
International with a £50,000 cash donation and a donation
of 5,348 books. We also donated £50,000 to the National
Literacy Trust to support the valuable work it does to
support schools and communities to give disadvantaged
children essential literacy skills. We gave £10,000 to the
Charleston Literary Festival, £1,000 to the ARU Foundation,
which aims to provide financing to advance the education
of students attending Anglia Ruskin University, £3,000 to
the Booksellers Association, £9,998.33 to Reforest’Action,
£10,000 to the David Nott Foundation, and £19,200 to the
Woodland Trust. Bloomsbury’s work with the Woodland Trust
saw us sponsoring a grove in a World War I centenary wood
near Epsom in Surrey, where the trees are maintained thanks
to our donation. Ancient woodlands now only cover 2.5% of
the UK and their protection is vital to our ecosystem.
Donations were also made to Magic Breakfast and The
Akshaya Patra Foundation to provide healthy food to
disadvantaged children as detailed below.
Bloomsbury’s ongoing partnership with the NLT saw a
continuation of our work in disadvantaged communities in
Hastings, where one in three people have low literacy levels.
The NLT’s missions and values are aligned with Bloomsbury,
seeking to inspire a lifelong love of reading and build a
culture of enquiring minds which benefits society. To date,
we have donated over 80,000 books to the Hastings area and
reached 4,049 schools and schoolchildren through live author
events in 2021/2022. We donated adult books to Hasting’s
community libraries and food banks for International Literacy
Day in September 2021. Our Children’s team continue
to work closely with the NLT on Harry Potter Book Night,
donating 800 copies of Harry Potter titles in 2021/2022.
Our support of the Booksellers Association’s Books Are My
Bag campaign and Bookshop Day with a donation of £3,000
was a crucial part of building back the confidence of high
street bookselling, and promoting the joys of bookshops to
consumers after a bruising year and a half. Having weathered
the COVID-19 storms, bookshops were ready for a celebration
and October was the ideal moment for the campaign to get
the word out about the value of books, reading, authors and
bookshops. Books Are My Bag is a truly trade-wide initiative,
recognised across publishing and by customers.
In Australia, we supported the work of the Indigenous
Literacy Foundation (ILF) by matching donations made by
staff in our Sydney office. Only one in four children living in
indigenous communities in Australia can read at an accepted
level. The ILF seeks to invest in Aboriginal and Torres
Strait Islander remote communities to provide the tools
and resources they request to shape the direction of their
children’s literacy future. Bloomsbury’s support contributed to
a donation of 99,000 books to remote communities in 2021,
support of 83 playgroups for toddlers and their families, and
40 books published in 11 different indigenous languages.
62
The Group made its largest donation to Indian
charities to date in 2021/2022. This included
£4,025 given to multiple charities supporting
those affected by the COVID-19 pandemic
to match donations made by Bloomsbury
employees. In addition, Bloomsbury donated
£5,000 to each of the following organisations: the
Salaam Baalak Trust, which provides care and
protection to street children in Delhi; the Prayas
Foundation, helping those living in poverty;
innovative learning organisation Pratham;
Helpage India, which supports disadvantaged
elderly people; Kailash Satyarthi Children’s
Foundation, a leader in child protection; and the
Sulabh Hope Foundation, supporting widows.
The Company made donations of £10,000 to each
of the families of Indian colleagues who sadly
passed away due to COVID-19.
A donation of £15,000 was made to the Akshaya
Patra Foundation in support of the charity’s mission to serve
wholesome food to disadvantaged children every school
day to over 1.8 million children from over 19,000 schools
across 14 states in India. Bloomsbury’s donation supported
the Foundation’s COVID-19 relief programme, in which they
delivered 2727 “happiness kits” directly to students and their
families while schools remained closed. The kits included
much-needed food, educational materials and hygiene items.
Above:
Author
and charity
founder
Khaled
Hosseini
Bloomsbury has also continued to contribute a portion of its proceeds from
sales of the Dishoom cookbook by Kavi Thakrar, Naved Nasir and Shamil
Thakrar to the Akshaya Patra Foundation in India and to Magic Breakfast
in the UK. Both these charities provide healthy school meals to hungry
and malnourished children in disadvantaged areas of the UK and India. In
2021/2022, we funded 108,000 meals.
During the year, our US office donated £1,343.65 to the Food Bank of New
York and £4,511.28 to the National Coalition Against Censorship, for
whom we are a corporate sponsor for their annual fundraising event. Our
support of literary charities included a donation of £7,382 to the Children’s
Book Council and £3,836.74 to the National Book Foundation. We also
supported We Need Diverse Books, the Book Industry Charitable
Foundation, who supported independent bookshops during COVID-19,
and the Center for Fiction’s First Novel Fête.
Our US office has also continued its long-standing partnership with the SOHO
Center, through which we have donated over 1.7 million books to date. With
our donation of 179,032 books in 2021/2022, the SOHO Center reached over
200,000 disadvantage children and their families across Virginia. The books
were donated to schools, libraries, domestic violence and homeless shelters,
foster care and hospitals.
We have been pleased to support Bloomsbury author Khaled Hosseini’s
foundation, which provides vital humanitarian aid in Afghanistan. More than
50% of the population in Afghanistan is facing extreme hunger, with nine
million people at risk of famine, due to a combination of factors including
the current political situation, climate change and COVID-19. Bloomsbury’s
donation of £50,000 helped the Khaled Hosseini Foundation provide vital
support to Afghan families who are in desperate need, in collaboration with
various charities working in the country.
www.bloomsbury.comBloomsbury Publishing Plc Total community investment in 2021/2022
£80,779
£328,911
£247,296
Company cash donations to charity
In-kind contributions (book donations)
Royalty payments to publishing partners with charitable status
Developing partnerships with impact
Our publishers seek to promote the enjoyment of reading and
high-quality literature that is often cutting edge and provides
new authors with opportunities to establish themselves.
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 charities. We also encourage
the spare time involvement of staff worldwide 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.
Publishing partnerships
£80,779
was paid to charities during the year in
royalties as a result of our partnership
publishing, including
£45,490
to the Royal Society for the Protection of
Birds (“RSPB”),
£22,227
to the Save the Children Fund,
£10,592
to NHS Charities Together and
£2,470
to Royal Botanic Gardens Kew.
Supporting humanitarian
aid efforts in Ukraine
We donated
£15,000
to the British Red Cross and
£15,000
to the UNHCR, the UN Refugee Agency.
Our
£10,000
donation to the David Nott Foundation
supported a 12-hour surgical training
course delivered to over 500 healthcare
professionals in Ukraine. The David Nott
Foundation joined with former neurosurgeon
Henry Marsh to rapidly develop the war
surgery training course for doctors who are
working on the front line.
63
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Our Communities
continued
Working with the NLT in Hastings
World Book Day 2021
In 2021/2022, Bloomsbury entered into the third year of its
partnership with the NLT, continuing with the mission of supporting
the NLT in its efforts to overcome literacy challenges facing the
residents of Hastings. During our partnership, Bloomsbury has
donated over 80,000 books to schools, libraries, food banks and
community centres in cooperation with the NLT.
Hastings is characterised by deprivation and intergenerational low
literacy. Children from disadvantaged backgrounds in Hastings are less
likely to read regularly than their more affluent peers and this is likely
caused by children not having enough positive reading experiences.
The focus of activity for Bloomsbury and the NLT is to create a
number of experiences to engage children to make reading fun and
entertaining and improve attitudes towards writing and reading for
pleasure. A range of activities were developed and supported by
Bloomsbury during 2021/2022, including the “drop everything and
read” campaign to encourage everyone to take ten minutes to read
and a series of four pirate/sea-themed virtual events, with three
featuring Bloomsbury authors Laura James, Caryl Hart and Bethan
Woollvin. The events were offered to all schools in Hastings to watch
from the classroom and were available for viewing for a week after
the events, helping inspire children to read for pleasure into the
summer holidays. To celebrate the launch of Harry Potter: A Magical
Year, featuring illustrations by Jim Kay in October 2021, a creative
writing competition was launched to encourage children to illustrate
and describe their favourite scene from the Harry Potter books in
order to win a copy of the book. On International Literacy Day 2021,
Bloomsbury supplied both Hastings Library and Hastings Voluntary
Action with free books suitable for adults to support adult learning.
Books featured stickers pointing readers to the NLT website where
they could find information on accessing literacy support.
Highlights so far
Hub in Hastings April 2021 – 2022
Engaged with
30 schools
prioritising those serving the most disadvantaged
Distributed
13,180 books
Engaged
2,622 children
and young people in our Take 10 well-being moment
Reached a live audience of
4,049 children
through live author events
Media reach of over
26,146
64
Bloomsbury’s World Book Day (“WBD”) author in 2021 was Katherine
Rundell, whose middle grade novel Skysteppers was one of the books
included in WBD’s annual £1 promotion. Events included a virtual
launch event with HRH The Duchess of Cornwall, Katherine Rundell
and other WBD authors joining the children of Acklam Whin School
for a morning of celebration. Katherine appeared alongside fellow
Bloomsbury author Ben Bailey Smith on a BBC Live Lessons event
and joined Share a Story Live, which had over 15,000 live online views.
Bloomsbury also took part in WBD’s The Power of Books teen and
young adult research project with an event featuring Bloomsbury
authors Melissa Cummings-Quarry and Natalie A. Carter, authors of
Grown: The Black Girls’ Guide to Glowing Up. The project explored
how young people today feel about reading in relation to future
plans and success, stress, anxiety and mental health.
Harry Potter Book Night 2022
On 3 February 2022, we enjoyed a truly global Harry Potter Book
Night, with fans joining us from 139 territories across six continents.
In partnership with the NLT, we hosted over 26,000 children at
a magical draw-along event with Harry Potter illustrator Jonny
Duddle. This year’s Book Night theme was Magical Journeys and
we created an event kit bursting with party tips, enchanting games,
bewitching activities, crafts, recipes, costumes, quizzes and easy-to-
make design ideas for fans’ favourite modes of transport inspired by
the Harry Potter stories, such as the Hogwart’s Express, broomsticks,
or maybe even a Thestral.
Ahead of Harry Potter Book Night, 18,000 event kits were
downloaded and registrations in the UK were up by 28% on
2021. The week before, an estimated 120,000 children were using
resources downloaded from Twinkl.co.uk.
As part of Harry Potter Book Night, Bloomsbury and the NLT also
partnered to launch a series of events and resources to invite
schools across the UK to join the magic of Harry Potter. These
included a live event with Jonny Duddle, the illustrator of the Harry
Potter 2014 book covers and this year’s silver anniversary edition
of Harry Potter and the Philosopher’s Stone, the Miles of Magic
Reading Challenge, and the Harry Potter Book Relay to encourage
children to read for pleasure and develop their reading stamina.
www.bloomsbury.comBloomsbury Publishing Plc Guiding the next generation
Bloomsbury’s Children’s and Education teams work with
EmpathyLab, the first organisation to build children’s
empathy, literacy and social activism through a systematic
use of high-quality literature. EmpathyLab’s strategy builds
on new scientific evidence showing the effectiveness of
reading in building real-life empathy skills. Working closely
with this charity and our authors, we ensure that our books
support this important mission.
Bloomsbury Education also works with the Centre for Literacy
in Primary Education (“CLPE”) to create and promote
free online teaching notes for our guided reading series,
Bloomsbury Readers. The CLPE is an independent UK charity
dedicated to raising the literacy achievement of children.
Partnership publishing
Our Children’s team publishes books in partnership with
three leading UK charities whose key focus is nature
conservation and wildlife: 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 upwards. We are
experts at commissioning high-profile authors with excellent
credentials to work alongside charities we support.
Bloomsbury’s Non-Consumer Division also publishes in
partnership with the RSPB, with Special Interest publishing
the popular RSBP Spotlight series, including four titles in
2021/2022: Woodland Birds, Caterpillars, Seals and Crows.
The Philip Wilson imprint leads further collaboration in this
area, publishing in association with MK Gallery, The Wallace
Collection, The National Trust and The George Daniels
Educational Trust.
Staff volunteering
Employees worldwide are involved in formal volunteer reading
schemes and regularly attend schools in their respective
markets. They provide supervised reading support to young
readers, often from disadvantaged backgrounds where their
opportunities to develop reading skills may be hindered.
Many employees are involved in their local communities,
typically promoting literacy, literature and education, 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.
Events for the community
Bloomsbury’s public events series, The Bloomsbury Institute,
produced a series of virtual literary and publishing-related
events during the year. Successful events included a brand new
series of talks around “A Career in Publishing”, which featured
Bloomsbury editors, designers, publicists and marketers
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 2021/2022, as well as a number of author events.
Writers & Artists
Bloomsbury’s Writers & Artists community (www.writersandartists.co.uk)
offers up to £4,000 of financial assistance as part of its accessibility
scheme, ensuring that opportunities are available to under-
represented and low-income writers and illustrators. The role of Writers
& Artists (“W&A”) is to put aspiring authors and illustrators in touch
with the publishing industry – offering practical, impartial guidance – as
well as working with established authors to offer advice on the creative
process. The W&A website makes hundreds of advice articles on the
writing and publishing process available for free, and features a range
of editing services, events and writing courses. In 2021/2022, 24 writers
benefited from their accessibility scheme: 16 writers attended evening
masterclasses, four attended multi-week courses, three received a Full
Manuscript Review, and one writer received a one-to-one meeting with
a literary agent to discuss their manuscript submission documents. This
accessibility scheme will be repeated in 2022.
65
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Our People
The success of our Company is driven by the expertise, passion
and commitment of our workforce.
“Bloomsbury’s culture
continues to evolve through our
HR initiatives and our work
on diversity and inclusion,
directed at capturing the full
potential of the talented people
who work at Bloomsbury and
driving value creation for our
stakeholders.”
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. The Board and the Executive Committee
discuss and approve new policies and actions based on the
views expressed at 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.
After a successful first phase of the
Employee Voice programme, we
announced plans to expand the
programme in early 2022.
Bloomsbury also engages with
colleagues through a variety of other
mechanisms, to ensure they remain
aware of business progress and
developments, HR policies, training
and development opportunities, and
other matters which concern them.
Outlook email groups ensure that
important updates reach the right
people at the right time, segmented
by division, team and location.
Our Communications channel on
Microsoft Teams ensures updates are
also shared off email, and colleagues
are made aware of announcements
and news being shared externally.
Our weekly global newsletter, the
“Illustrated Bloomsbury News”,
focuses on Company news,
initiatives and updates, as well as celebrating achievements
for colleagues, authors and books. It is introduced in turn
by the Chief Executive and members of the Executive
Board. Global monthly Town Halls are hosted alternatively
by the Chief Executive and Executive Committee Members,
presenting current business news and reporting on Group-
wide initiatives. Our twice-annual global Bloomsbury
Publishing Highlights event brings colleagues together
from all areas of the business to present and celebrate
upcoming publishing plans and the most exciting titles in
the pipeline. New starter meetings occur regularly in the UK
and US to introduce Bloomsbury, its values, purpose and
mission to new colleagues.
We want to attract, motivate, develop and retain the
highest-calibre employees. The Board and Executive
Committee are committed to fostering a culture
of partnership and trust which supports individual
and collective success through effective employee
engagement and support, comprehensive training and
development opportunities, and the
implementation of reward schemes
which appropriately recognise our
colleagues’ vital contribution to
Bloomsbury’s ongoing success.
Employee engagement
Bloomsbury has in place a wide
range of mechanisms to engage with
employees. A key element of our
engagement strategy is our Employee
Voice programme, which promotes
an open dialogue between those that
work for Bloomsbury and the Executive
Committee and Board. Running
globally, colleagues are encouraged
to share their views on Bloomsbury as
a publisher and employer. Employee
Voice Meetings (“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 anything from Bloomsbury’s
strategy, communications, training,
compensation and benefits, to
ideas on how to make Bloomsbury
a better place to work. 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 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.
66
www.bloomsbury.comBloomsbury Publishing Plc Supporting our colleagues
In 2021/2022, we continued to adjust our working
arrangements to improve work-life balance for Bloomsbury
staff. Core hours were set from 10am to 3pm to allow
for flexible start and finish times, enabling employees to
balance wider personal and family responsibilities with
work. We have introduced a hybrid working policy with
two days in the office and three days at home per week.
When in the office, days are allocated to specific teams
to facilitate team connection and collaboration. Flexible
Fridays have been made a permanent benefit, allowing
employees to work additional hours between Monday and
Thursday if they wish to finish at lunchtime on Fridays.
Our annual leave policy grants all employees paid holiday
between Christmas and New Year to allow for a restorative
end of year break.
In addition, all employees are entitled to take two paid
Personal Well-being Days in support of mental health and
well-being generally. Our global Employee Assistance
Programme supports employee well-being and mental
health. Provided by Workplace Options, the programme
gives all employees free access to counselling and support
for work and personal issues. Our partnership with That Day
gives employees access to a live wellness platform with virtual
fitness and well-being classes, plus a series of workshops
led by external expert speakers on topics such as resilience
and nutrition. In 2021/ 2022, we trained 15 members of staff
across our London and Oxford offices to be Mental Health
First Aiders. These members of staff are equipped to provide
peer-to-peer, confidential support and guidance to those in
need and help us build a mentally healthy workplace.
Globally, we offer free access to appointments with the
Company doctor, a general practitioner, providing no-
barrier access to medical advice for all staff.
Our Home Rental Deposit Loan Scheme ensures that UK
employees in early career roles can secure a suitable place
to live.
During 2021/2022, we revised our parental leave policies
to promote gender equality and in recognition of the need
to balance career progression with personal and family life.
The changes included enhanced shared parental leave, and
an increased period of discretionary Company maternity
and adoption leave pay.
Training and development
A Management Development Programme for UK line
managers across all departments supports personal
development, career progression and the ability to grow
leadership and management capabilities so employees
are equipped to progress in their careers. In May 2021, we
launched of The Bloomsbury Diploma in Leadership and
Management, run by our third-party training provider, Corndel,
and were delighted to enrol our first cohort of 32 colleagues.
In 2021/2022, we launched a comprehensive Learning and
Development Training Programme for employees. Designed
to support staff at all levels and in all areas of the Company,
the training programme helps develop skills in support of
career progression. In its first year, the training is focused
on four key themes: Core Skills, Management Training and
LinkedIn Learning, and DE&I and Wellness. The programme
will be expanded in future years.
Executive coaching is provided to employees in senior
management roles who wish to enhance their personal and
professional development to support the performance of
their management roles.
In the UK, our mentoring scheme facilitates senior, peer, and
reverse mentoring and builds networks and connections
across all departments and divisions.
Throughout 2021/2022, our calendar of internal lunchtime
events continued, with author talks centring on well-being
prioritised in the schedule. We also continued our series of
Leadership Talks from members of the Executive Committee
about personal leadership styles, their own learning and
reflections on the publishing industry.
During the year, Bloomsbury’s UK office welcomed
12 Publishing Apprentices in partnership with LDN
Apprenticeships, a scheme rated “Outstanding” by Ofsted,
with further internships running in the US.
The Company provides training to employees in Unconscious
Bias and Allyship in the Workplace and events and talks
run variously by the Communications team
and our Staff Networks highlight national and
international awareness moments such as Black
History Month and Pride.
Bloomsbury’s formal appraisal programme
provides the opportunity for colleagues to give
and receive feedback on performance and to
discuss opportunities for training and career
development through the setting of objectives.
67
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Our People
continued
Reward and recognition
All Bloomsbury employees participate in the Group bonus
scheme, which is based on the achievement of Group
profit targets set at the beginning of the financial year. The
scheme acknowledges the vital role our colleagues play in
Bloomsbury’s ongoing success, and allows them to share in
this success.
In the UK, employees are eligible to participate in an
employee HM Revenue & Customs approved Sharesave
scheme to enable employee participation in the
performance and growth of the Group.
The Company Annual Salary Review is effective from
1 March each year, with employees with at least six months’
service at that date benefiting from any Group-wide pay
increase from year to year.
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.
Key features of the Group’s employment policies and practices are:
Employment policy
Description
Health, Safety and
well-being
Bloomsbury’s Head of Facilities 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 Executive Committee 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.
The global Employee Assistance Programme is available 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, employees have access to free consultations with a private GP.
Employee engagement
Go to page 66 of this Annual Report for information on our employee engagement
mechanisms.
Employee development
Go to page 67 of this Annual Report for information on employee training and
development.
Performance and merit
Group bonus scheme
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 a 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.
All Bloomsbury employees participate in the Group bonus scheme, which is based on the
achievement of Group profit targets set at the beginning of the financial year. The scheme
acknowledges the vital role our colleagues play in Bloomsbury’s ongoing success, and
allows them to share in this success.
Senior Management employees participate in the senior management bonus scheme
which is based on the achievement of Group profit targets set at the beginning of the
financial year and personal objectives which are reviewed by the Remuneration Committee
of the Board.
68
www.bloomsbury.comBloomsbury Publishing Plc Strategic Report
Employment policy
Description
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. Executive Committee
members are also eligible to participate in the Company’s Long Term Incentive Plan.
Flexible working
Go to page 67 of this Annual Report for information on our flexible working policies.
Human rights
Ethical behaviour
Equality of opportunity
Bloomsbury is committed to meeting its responsibility to respect human rights. 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 on pages 70 to 72 of this Annual Report.
During 2021/2022, we revised our parental leave policies to promote gender equality.
The changes included enhanced shared parental leave, and an increased period of
discretionary Company maternity and adoption leave pay.
Disabled persons
Group policy is to offer equal treatment in respect of the recruitment, training, career
development and promotion of disabled persons.
Employment KPIs
The Executive Committee 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.
69
Stock code: BMYAnnual Report and Accounts 2022 Diversity, Equity and Inclusion at Bloomsbury
Bloomsbury is committed to diversity, equity and inclusion. The Board receives regular updates on strategic
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 diversity, equity and inclusion.
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. We believe that diversity
and inclusion go hand in hand.
Since launching our Global Diversity, Equity
and Inclusion (“DE&I”) Action Plan in May
2021, created in collaboration with staff,
we have been driving tangible positive
change across all areas of our business
and contributing to wider industry
discussions. We are determined to
do the vital work needed to make
publishing a more inclusive
industry, both in terms of
authors and employees. We
know that diversity in our
organisation leads to better
culture and performance. A copy
of the DE&I Action Plan can be found at
https://www.bloomsbury.com/diversity-equity-inclusion.
Working
Groups
We have a diverse workforce and management team led by
a gender diverse Board. The majority of senior managers
Board
& Global
Steering
Committee
All
Employees
and employees worldwide in the Group are women.
As at 28 February 2022, the number of employees by
each gender is shown below.
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 to close
the gap.
Currently in the UK, 13.4% of staff are from
ethnic minority groups and in the US, the
figure is 19.8%1.
One out of the seven Directors on
Bloomsbury’s Plc Board is from a
minority ethnic group, in line with
the recommendations of the
Parker Review.
Staff
Networks
During 2021/2022, the
Company’s Global DE&I Steering
Committee continued to support
our DE&I Working Group and
DE&I Project Managers, who foster
a working environment that is welcoming and supportive of
difference and individual well-being, while at the same time
promoting an inclusive culture in which our workforce feels
connected by a common purpose and shared values. The DE&I
Working Group is supported by our Staff Networks.
Directors of the
Group Parent Company
Senior managers of the Group
(other than Directors)2
All employees of the Group3
3
3
3
5
265
649
Female
Male
Female
Male
Female – (71)%
Male – (29)%
1 The UK figures have been taken from the results of the UK Publishers Association industry survey conducted in 2021, in which Bloomsbury employees were
invited to participate. Participation in these surveys was voluntary; therefore, the figures may not have captured Bloomsbury’s full workforce.
2 Includes the heads of publishing divisions, Group functions and country heads who are not Executive Directors on the parent Company Board.
3 Excludes workers who are freelance consultants and temps.
70
www.bloomsbury.comBloomsbury Publishing Plc UK Networks
Bloom (BAME)
Disability
US Networks
Mental Health
and Well-being
Pride (LGBTQ+)
Parents,
Guardians and
Carers
LGBTQ+
BIPOC
Mental
Health
Assistants at
Bloomsbury
Women at
Bloomsbury
Socio-
economic
status
also includes supporting personal development and
career progression, with a Management Development
Programme, a Mentoring Scheme and Executive
coaching provision. A formal Training and Development
Programme for all employees, to cover core publishing
skills, management skills, wellness, and diversity equity
and inclusion, was launched in May 2022.
Our Staff Networks complement the activities of the
DE&I Working Group by providing valuable feedback and
helping to set priorities for future action. They are the
backbone of ensuring Diversity, Equity and Inclusion is
woven into the workplace and that staff are represented
at all levels. To date, 11 Networks and Employee Resource
Groups have been established across our offices: Bloom,
Pride (LGBTQ+); Mental Health and Well-being, Parents,
Guardians and Carers and Disability in the UK,
and BIPOC, LGBTQ+, Mental Health, Women at
Bloomsbury, Assistants at Bloomsbury and Socio-
economic Status in the US.
Initiatives of the Staff Networks include:
• The Bloom network celebrated Black History
Month with a series of events and launched
the Bloom Buddy Scheme to pair new starters
with other ethnically diverse colleagues for
guidance and support. They also continued
their successful book club.
• The Mental Health Network marked Mental
Health Awareness Week with a series of events
and recognised World Suicide Prevention Day
and World Mental Health Day with seminars
from our Employee Assistance Programme.
Work began on a menopause policy and 15 staff
members became Mental Health First Aiders.
• Our Parents, Guardians & Carers Network launched a
buddy scheme for parental leave returners and provided
consultation on our flexible working and parental policies.
• The LGBTQ+ Network worked on guidance on supporting
transitioning in the workplace and celebrated Pride Month.
Actions we have taken to promote diversity,
equity and inclusion within Bloomsbury include:
• Our Diversity and Inclusion and Training Administration
Manager was appointed in July 2021, to globally organise
and guide our DE&I Working Group and Staff Networks,
initiate and deliver DE&I projects, develop outreach
partnerships within our community and to organise
training, education and engagement programmes.
• We deliver high-quality staff training, including
Mental Health First Aid (15 Mental Health First
Aiders trained across Bloomsbury UK), and pilots of
Unconscious Bias and Allyship in the Workplace. This
Far left:
Annie
Muyang,
Diversity
and Inclusion
Manager
71
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Diversity, Equity and Inclusion at Bloomsbury
continued
• We are committed to nurturing new talent regardless of
background: in 2021/2022, we welcomed 12 Apprentices
to Bloomsbury in partnership with the LDN Apprenticeship
Scheme which has been rated “Outstanding” by Ofsted.
• We continue to partner with Creative Access – an
organisation dedicated to recruiting under-represented
talent into the creative industries.
• Our Employee Assistance Programme supports
employee well-being and mental health: during 2021,
employees were offered two additional wellness days,
core hours were extended to give staff better flexibility in
managing work and personal/family responsibilities and
Flexible Fridays were introduced to enable employees to
finish work early on a Friday.
Partnerships
• We are proactively forging partnerships with
organisations that drive positive change, including the
Black Writers Guild.
• Looking beyond our own activities, we are involved
in important discussions across the industry, with our
Director of Academic and Professional Publishing, Pooja
Aggarwal, speaking at the DESIBlitz Literature Festival
on Women of Colour in Publishing and the CSE’s Virtual
Fall Symposium on ensuring DE&I for the next generation
in scholarly publishing. She is now an ambassador of
DESIBlitz, further supporting their goal of promoting
diverse voices in the literature space.
Our work during 2021/2022 to improve diversity and
inclusion within Bloomsbury and the wider publishing
industry has been recognised by two major industry awards.
Bloomsbury was awarded the London Book Fair International
Excellence Awards 2022 Inclusivity in Publishing Award,
with judges praising the depth and scope of Bloomsbury’s
diversity and inclusion efforts. Bloomsbury also won The
Alison Morrison Diversity and Inclusivity Award at the 2022
Independent Publishing Awards, with the judges recognising
Bloomsbury’s efforts to diversify across our lists, plus in-
house initiatives on allyship and mental health. The judges
also praised Bloomsbury’s partnerships with organisations
such as Creative Access and the Black Writers’ Guild.
72
Bloomsbury Publishing with
Lit in Colour
In March 2021, Bloomsbury joined forces with Lit in
Colour Pioneers, a joint initiative between Pearson,
Penguin Random House UK and The Runnymede
Trust, which supports UK schools in diversifying their
GCSE and A Level English Literature curriculum. We
donated 4,391 copies of set texts by Black, Asian and
Minority Ethnic writers to UK schools, including The
Empress by Tanika Gupta, Refugee Boy by Benjamin
Zephaniah, adapted by Lemn Sissay and Khaled
Hosseini’s A Thousand Splendid Suns.
In April 2021, we published four new play texts by
global playwrights: Ibsen’s A Doll’s House adapted
by Tanika Gupta, Sophocles’ Antigone, adapted by
Roy Williams, Gone Too Far! by Bola Agbaje and
The Free9 by In-Sook Chappell. All were adopted by
Pearson for their Edexcel GCSE Drama curriculum for
first teaching in September 2021 and first assessment
in 2022 to ensure that the choice for Drama teachers
is broader and more representative.
In early 2022, Bloomsbury became an official
partner of the Lit in Colour campaign, working with
teachers and students to introduce new plays to the
curriculum, which will create more representative and
inclusive experiences in classrooms across the UK.
Bloomsbury’s established playwright relationships
will complement and expand on the current Lit
in Colour initiative by introducing new plays to
students, increasing playwright visibility in schools
and partnering with exam boards to increase diversity
in the curriculum.
We have created an Advisory Board to ensure we are
meeting the needs of teachers and representing new
and exciting talent, including Talent Development
Manager at the Donmar Warehouse and Education
Associate at The Old Vic, mezze eade; Artistic
Director of Tamasha Theatre Company, Pooja Ghai;
and playwright Tanika Gupta MBE. We are also
undertaking important research to understand the
current landscape of plays taught at GCSE and
A Level in schools, in order to make appropriate
recommendations.
www.bloomsbury.comBloomsbury Publishing Plc Environment
Bloomsbury takes its environmental responsibility very seriously. 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.
Governance
The diagram on page 84 of this Annual Report illustrates
the governance structures in place at Bloomsbury to
manage climate change and sustainability topics.
The Board has responsibility for approving substantive
strategies for reducing the environmental impact of
Bloomsbury’s business and addressing climate risk. The
Executive Committee, supported by the Sustainability
Steering Committee, is responsible for the formulation and
execution of the Group’s sustainability roadmap, including
tracking progress towards its climate-related targets.
The Board and Executive Committee are briefed on
climate-related matters by way of regular updates from
the Head of Sustainability on progress against the Group’s
sustainability objectives as well as through education
sessions to communicate relevant developments in climate
policy, research, and debate, and climate-related regulatory
requirements relevant to the Group. This has included a
session on the Group’s response to the Task Force on Climate-
Related Disclosures (“TCFD”) recommendations and project
work in respect of the Group’s climate transition planning.
During the year, our governance of climate-related matters
was enhanced by the establishment of a cross-functional
TCFD Steering Committee to support our work towards
compliance with the recommendations of the TCFD and the
work of our Sustainability Steering Committee, which oversees
sustainability initiatives and objectives, including the setting of
science based targets to reduce Bloomsbury’s environmental
footprint. Both committees are chaired by the Head of
Sustainability and comprise members of the Executive
Committee and key stakeholders from relevant functions and
divisions within the Company. The TCFD and Sustainability
Steering Committees have joint responsibility for developing
Bloomsbury’s strategic response to climate change.
2021/2022 Progress
During the year, we have made significant strides in our
work on environmental sustainability, building on the strong
progress made in the prior year. The illustration below sets
out some of the key milestones achieved in 2021/2022.
“It is imperative that we embed sustainable principles in the way that we operate and the books and digital resources we publish.
Furthermore, to achieve real progress towards net-zero, we must work together as an industry to implement low carbon opportunities
in our shared networks. We will actively seek opportunities to take leadership in tackling climate issues at Bloomsbury. In my role as
President of the UK Publisher’s Association, I am encouraging the acceleration of action throughout the industry.”
Nigel Newton Chief Executive
Submitted
our Science
Based Targets
to the SBTi for
Validation.
Published an
Environmental
Policy which sets
out our approach
to sustainability
as well as our
targets.
Received
validation from
the SBTi for
our Scope 1, 2
and 3 emissions
targets.
Actively
engaged with
key suppliers
to gather data
and engage on
sustainability
initiatives.
Established the
TCFD steering
Committee
to aid the full
alignment with
the disclosure
requirements of
the TCFD.
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Continue to
contribute
to industry
sustainability
groups raising
our collective
voice to drive
change.
Bloomsbury
completed the
minimum version
of the CDP
Climate Change
Questionnaire.
Bloomsbury
became a
founding
signatory of
the Publishers
Association’s
Publishing
Declares pledge.
Sponsored the
planting and
protection of
trees with both
Woodland
Trust and
Reforest’Action.
Appointed
external partners
to assess our
long-term plans
to further align
with a net-zero
transition.
73
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Environment
continued
Environmental policy
During 2021/2022, we published our environmental
policy to communicate to staff, customers, suppliers and
investors our commitment to measure and reduce carbon
emissions both in our operations and in our supply chain.
The environmental policy can be found on the Company’s
investor relations site at www.bloomsbury-ir.co.uk.
Science based targets
In September 2021, Bloomsbury received validation from
the Science Based Targets initiative (“SBTi”) for our near-
term emissions reduction targets.
We have set reduction targets for our operational footprint
(Scopes 1 and 2) in line with the Paris Agreement, and have
committed to a 46% reduction in emissions by 2030 (base
year 2019/2020).
We have currently achieved a 40% reduction in our Scope
1 and 2 emissions from our base year of 2019/2020,
tracking below our SBTi targets. This reduction reflects the
continuation of hybrid working among Bloomsbury staff,
combined with office closures for periods of the year, and the
switch to renewable energy supply in the UK and Australia.
Science Based Target Scope 1 & 2 progress
We have also committed to working with our suppliers and
have set further targets to achieve a 20% reduction in Scope
3 emissions across our supply chain by 2035 (base year
2019/2020). This reduction is in line with a 2-degree pathway.
Our science based Scope 3 targets are in respect of
Category 1 (purchased goods and services) emissions,
which accounted for 83% of Bloomsbury’s Scope 3
emissions in our base year of 2019/2020.
In the year ahead, we will assess our long-term plans to
further align to the goals of the Paris Agreement with a
net-zero transition. This programme of work remains of the
utmost importance to Bloomsbury’s Board and Executive
Committee, and to our employees.
Supplier Engagement
A significant achievement during 2021/2022 was engaging
key suppliers and building relationships with their
sustainability representatives. Through the spend-based
Scope 3 analysis carried out in 2020/2021, we have identified
those suppliers which contribute most materially to
Bloomsbury’s greenhouse gas emissions. Regular meetings
with these suppliers enable us to gather data, share progress
and work together on sustainable projects and initiatives.
0
2
/
9
1
Y
F
1
2
/
0
2
Y
F
2
2
/
1
2
Y
F
3
2
/
2
2
Y
F
4
2
/
3
2
Y
F
5
2
/
4
2
Y
F
6
2
/
5
2
Y
F
7
2
/
6
2
Y
F
8
2
/
7
2
Y
F
9
2
/
8
2
Y
F
0
3
/
9
2
Y
F
1
3
/
0
3
Y
F
Scope 1
1.5 degree reduction pathway
Scope 2 (market-based)
e
2
O
C
e
n
n
o
t
l
e
t
u
o
s
b
A
500
400
300
200
100
0
74
www.bloomsbury.comBloomsbury Publishing Plc
Industry Collaboration
We believe that working as an industry, publishers have the
power to drive change. Bloomsbury’s Head of Sustainability
represents Bloomsbury on the Publishers Association
(“PA”) Sustainability Task Force as well as the Independent
Publishers Guild (“IPG”) Sustainability Action Group and the
Book Industry Communications (“BIC”) Green Supply Chain
Committee. All groups drive industry-wide collaboration to
tackle climate change. Bloomsbury is an active member of
the Book Chain Project (“BCP”), a collaborative project run
by Carnstone, which aims to provide accurate information
about suppliers (paper mills, printers, etc.), enabling
publishers to make responsible decisions throughout the
supply chain and drive change towards more sustainable
ways of working. The BCP also runs industry-wide research
projects. During the year, Bloomsbury committed to joining
a BCP project to identify the environmental and social
sustainability impacts of commonly used paper types and
deliver insights on their availability and useability.
Bloomsbury’s was a founding signatory of the Publishing
Association’s Publishing Declares pledge. Signatories have
agreed to:
• Set targets across their operations and supply chains to
achieve net-zero carbon emissions as soon as possible,
and by 2050 at the latest;
• Work with resource-efficient supply chain partners and
use sustainable materials and processes where possible;
• Collaborate to achieve their climate aspirations;
• Support colleagues to become climate literate; and
• Raise awareness and drive positive climate action
wherever they can.
Next Steps
During 2022/2023, we will be taking the
following steps to continue to advance our
sustainability objectives:
• Supplier engagement – continue to work
with suppliers to gather increasingly accurate
data and to reduce emissions in line with
our science based targets and our strategic
response to climate risks.
• Science Based Targets – review the SBT
Net-Zero Standard, and assess our long-term
plans to further align to the goals of the Paris
Agreement with a net-zero transition.
• Continue to engage staff through our
Sustainability Working Groups.
• Industry engagement – work with our peers,
suppliers and customers to drive change
throughout the supply chain.
Above:
Jude Drake,
Head of
Sustainability
During 2021/2022 we began a project to
reduce the gsm of the paper products used
to manufacture our books (paper and boards).
In doing so, we reduced paper-related carbon
emissions by 13,573kgs of CO2e (91,473kgs
of CO2e full-year equivalent).
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Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Environment
continued
Key areas of activity to reduce
Bloomsbury’s environmental
impact include:
Book manufacture
We are committed to reducing the environmental
impact of our products and to controlling the materials
used to produce them. We believe in protecting the
world’s forests and we are committed to ensuring the
paper we use is responsibly sourced. A keystone of our
global print purchasing strategy is the requirement for
Forestry Stewardship Council (“FSC”), the Programme
for the Endorsement of Forest Certification (“PEFC”)
or Sustainable Forestry Initiative (“SFI”) accreditation
to act as a print supplier to Bloomsbury, and we direct
the printers buying paper on our behalf to use FSC/SFI-
accredited materials in the manufacture of our products.
Where FSC/SFI-accredited materials are not available we
specify alternatives from known and reputable sources.
As a result, over 95% of our output is made from FSC/SFI
certified materials. 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.
During 2021/2022, we introduced the following
sustainability initiatives in respect of the manufacture of
our books:
• Adjustment of backlist specifications to remove
plastics and energy-hungry processes; and
• Cooperation with suppliers to source alternative
materials to manufacture and pack our books with
a view to reducing our reliance on plastics and
chemicals, as well as cutting energy use.
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 digital formats should they wish to avoid the
consumption of paper products.
Building and office facilities
The pandemic has meant a continuation of hybrid
working. Bloomsbury’s offices have been open for
periods during the year with staff having the option to
attend on pre-allocated days, but many have chosen to
remain working from home. Most of our London-based
employees who have chosen to work from our offices
travel to work by public transport. We provide bicycle
storage and showers for staff who ride to work.
From 1 April 2022, all UK sites under head office control
will use 100% renewable electricity. This excludes multi-
occupancy sites under landlord control, although we
continue to engage with our landlords on this issue.
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 lightbulbs and we are rolling out a
programme to upgrade these to LED lamps where possible.
During the pandemic, UK office heating and lighting has
been significantly reduced to focus on occupied areas.
This is aided by previously installed lighting motion
sensors and temperature controllers.
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
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 office working
Bloomsbury has implemented a flexible working policy
enabling homeworking for parts of the week for all staff,
which will impact on emissions related to staff commuting
and is likely to lead to a reduction in emissions arising
from staff attendance at our offices, when measured
against pre-pandemic emissions. We are assessing our
ability to account for home working emissions, and will
be gathering relevant data via staff surveys.
76
www.bloomsbury.comBloomsbury Publishing Plc Encouraging a
sustainability culture
We want to engage and educate colleagues to be more
climate literate, empowering them to make decisions, in
and out of work, that promote environmentally friendly
practices and support the journey to a low carbon world.
In collaboration with Bloomsbury’s independent pension
scheme advisor, Champain, we designed a session, which
ran just after year end, inviting UK staff to look at different
options for investing in greener and more sustainable
pension funds. We wanted to demystify how the funds
work, how they are made up and explain how terms such
as “sustainable” “responsible” and “ethical” are used
when it comes to investing. The aim of the session was to
inform staff how they can control the way their pension
funds are invested and how this might impact their return.
Following the presentation, staff were offered a 1:1
session to discuss their individual pension options.
We had an overwhelming response from staff with
approximately 120 staff attending the live webinar.
As a result of this session, we are looking into providing
a ‘pure green’ alternative to the default pension fund
available to Bloomsbury staff in the UK.
Sustainability partnerships
Woodland Trust
Alongside wider goals to measure and reduce our carbon
emissions, in 2021/2022 Bloomsbury made a donation
of £19,200 to The Woodland Trust to sponsor a one-
acre grove at the Young People’s Forest, near Heanor, in
Derbyshire, which contains around 750 newly planted trees.
The donation supports ongoing care and management
of the trees to ensure they grow into maturity enabling
them to provide shelter and food for wildlife. The donation
also supports the wider project to engage young people
to learn about nature. In addition to donating funds, we
are collaborating with the Woodland Trust on a range of
events and workshops, bringing together authors and
young people who use the woods. The aim of this work will
encourage access to wildlife as well as writing and literature.
Reforest’Action
Bloomsbury has also sponsored the preservation of
over 8,000 trees in 2021/2022 through a donation of
£9,998 to Reforest’Action. All members of staff across
Bloomsbury’s global offices have been given a code
to plant eight trees each via the Reforest’Action
projects Bloomsbury are sponsoring. Countries in which
Bloomsbury has supported tree-planting include:
Brazil
2,000
trees planted
India
4,000
trees planted
Project:
Development of fruit forests
in the Amazon rainforest
Involving traditional populations of
protected reserves in the creation of
fruit forests by guaranteeing them
access to these resources.
The project aims to recreate forest
ecosystems and support increased
biodiversity. Planted in formerly
deforested areas, the trees help
restore the Amazon rainforest cover
and provide fruit to alleviate food
scarcity for traditional populations.
They also serve to increase the
volume of water in the surrounding
rivers, thanks to a better supply
of groundwaters provided by the
organic activity of the forest soil.
Project:
Restoring forests in the
Eastern Himalayas and
developing agroforestry
Restoring the forests of the State
of Assam, in the Eastern Himalayas,
and developing agroforestry to
provide local communities with more
sustainable agricultural solutions for
their cotton and tea crops.
The trees will enrich the soil, recharge
the aquifers, and protect the crops
from too much sun. Harvests will
improve over the years. Restoration
of forests will preserve and develop
biodiversity and help alleviate food
scarcity. Local people are trained in
the benefits of agroforestry and the
long-term maintenance of the planted
trees. Through forest restoration-linked
incomes, communities are better able
to access universal basic assets such as
healthcare and education.
South Africa
2,000
trees planted
Project:
Reforestation of
degraded pastures
Restoring ecosystems by planting
more than 500,000 seeds of
Spekboom, a local species which
is essential to the ecological
functioning of the region.
The planted trees will help the fight
against global warming on a global
scale by storing carbon in the form
of wood, and on a local scale by
humidifying the atmosphere. On
average, Spekboom stores more
CO2 than dryland species. They
will host a large but environment-
specific flora and fauna biodiversity,
including a population of elephants
living in the project area. The forest
help will restore arable land and
protect the surrounding areas from
natural hazards as well as help to
regulate the rainwater cycle.
77
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Environment
continued
2021/2022 Environmental
performance
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 emissions,
together with waste production and water consumption,
is performed by an independent external advisor, Trucost,
based on data we have provided, including utility bills,
vehicle fuel data, and expenditure on business travel.
Greenhouse Gas Emissions: Scope 1 and 2
Scope 1 and 2 emissions, waste and water
consumption
• Total Scope 1 and 2 (market-based) GHG emissions for
2021/2022 were 284 tCO2e. Scope 2 (market-based)
emissions account for 86% of the total, and the remaining
14% is attributed to Scope 1. This represents an increase
of 51% from the prior year, due to Bloomsbury offices re-
opening during the year for staff to attend on a voluntary
basis, and the acquisition of ABC-CLIO and Head of
Zeus. Despite this, Scope 1 and 2 emissions remain lower
than pre-pandemic emissions in 2019/2020.
• GHG emissions intensity for Scope 1 and 2 (market-based) in
2021/2022 was 20% higher than for the prior year (normalised
by revenue), reflecting Bloomsbury’s strong financial
performance in 2021/2022. Again, this remains lower than
emissions intensity in respect of 2019/2020, pre-pandemic.
• Bloomsbury generated 40 tonnes of waste in 2021/2022
(2020/2021:14.7 tonnes), of which 95% is recycled and 5%
is sent to landfill. The increase from the prior year reflects
partial office reopening as well as packaging and waste
relating to implementing COVID-19 health and safety
measures in advance of staff returning. 2021/2022 also saw
a reconfiguration of Bloomsbury’s offices for hybrid working
and the associated waste is captured in this increased figure.
• Total water consumption for 2021/2022 is 835 cubic
meters (m3), 1% higher than FY21 (828 m3).
Quantity
GHGs
Definition
Data Source and Calculation
Methods
Absolute Tonnes
CO2e
Normalised Tonnes
CO2e per £m Revenue
2021/2022
2020/2021
2021/2022
2020/2021
21
9
0.1
0.1
Scope 1 Direct Impacts
Stationary fuel
use
Emissions from
natural gas
consumption.
Actual annual consumption of
natural gas in kWh collected from
fuel bills. Data gaps were filled by
extrapolating using average daily
consumption and multiplied by
number of days. This consumption is
then converted according to DEFRA
guidelines for the London office
(Headquarters). Natural gas was
not used in Oxford, Alton, Hardwick
Street, US (including ABC-CLIO),
India and Australia offices.
Refrigerants
Emissions from
refrigerant
leakage.
No data was provided on the
volume refrigerant recharge for
2021/2022
Company Cars
Emissions from
petrol and diesel
consumption
Annual consumption in litres
provided for the UK offices.
Converted according to DEFRA
guidelines. There are no Company
cars in Australia and the US offices.
This year, the Company car in India
was not used due to home working
0
19
0
9
0.0
0.0
0.1
0.1
Total Scope 1
40
18
0.2
0.1
78
www.bloomsbury.comBloomsbury Publishing Plc
GHGs
Definition
Data Source and Calculation
Methods
Absolute Tonnes
CO2e
Normalised Tonnes
CO2e per £m Revenue
Quantity
2021/2022
2020/2021
2021/2022
2020/2021
194
128
0.8
0.7
244
170
1.1
0.9
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
Actual annual consumption of
directly purchased electricity in
kWh collected for the London,
Alton, Hardwick Street, Oxford, US
(including ABC-CLIO), Australia, and
India offices. Data gaps were filled
by using average daily consumption
and multiplied by number of days.
For location-based emissions
calculations, the total consumption
(kWh) data is converted to emissions
according to DEFRA, EPA eGRID,
National Greenhouse Accounts
Factors (for Australia) and IEA
guidelines.
UK offices are powered by
renewable energy in 2021/2022.
However, in the absence of energy
attribute certificates (e.g. RECs or
equivalent instrument) or supplier-
specific emission factor, residual mix
emission factor is considered for
calculating market-based emissions
for UK offices. For the Australia
office, market-based emissions are
calculated using a combination of
supplier-specific emissions factor
and residual mix for Australia, as
from November 2021 onwards,
Australia office started purchasing
renewable electricity directly from
supplier. For US and India, average
grid emission factors are considered
for market-based emissions.
Total Scope 2
Total Scope 1+ 2
(Location-Based)
Total Scope 1+2
(Market-Based)
244
234
284
170
146
188
1.1
1.0
1.2
0.9
0.8
1.0
The values in the tables above relating to Absolute Tonnes CO2e have been rounded to the nearest whole number and figures for
Normalised Tonnes CO2e per £m Revenue have been rounded to one decimal place.
79
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
Environment
continued
Other impacts: waste and water consumption
Water
Definition
Data Source and Calculation
Methods
Absolute cubic
meters
Normalised cubic metres
per £m Revenue
Quantity
2021/2022
2020/2021
2021/2022
2020/2021
835
828
4.0
4.0
Other Impacts
Water
consumption
Directly
purchased water
Actual annual volume of water
purchased provided for London,
Oxford and India offices. This
disclosed data for UK and India
offices is used to calculate per day
water consumption. For Australia
and US offices (including ABC-CLIO),
water consumption is estimated using
per day water intensity multiplied by
the respective working days.
Waste
Definition
Data Source and Calculation
Methods
Absolute Tonnes
Normalised Tonnes
per £m Revenue
Quantity
2021/2022
2020/2021
2021/2022
2020/2021
39.9
14.7
0.2
0.1
Other Impacts
Waste
generation
General office
waste (which
includes a
mixture of paper,
card, wood,
plastics and
metals) sent
to recycling or
landfill sites
Actual annual quantity of waste
generated in London offices,
Oxford, US (including ABC-CLIO)
and India are considered. This
disclosed data is considered to
estimate per day waste generation
intensity. For the Australia office,
waste generation is modelled using
this waste intensity multiplied with
number of working days.
Notes:
1 Electricity consumption
Our total market-based electricity consumption in 2021/2022 increased by 43% compared to the prior year. This was due to more staff attending our offices,
which re-opened for parts of the year, as well as Bloomsbury’s acquisitions of Head of Zeus in June 2021 and ABC-CLIO in December 2021.
While the Bloomsbury offices have been closed for parts of 2021/2022, there have been several systems still in operation throughout the year. The server and
the server cooling room have been running as usual to facilitate staff working from home. The post room has been operating, albeit at a reduced rate. The lift,
lighting sensors, fire and intruder sensors, CCTV, Access Control, and the telephone system have all been in operation.
From 1 April 2022, all UK sites under head office control will use 100% renewable electricity. This excludes multi-occupancy sites under landlord control (e.g.
Osprey & Head of Zeus). The Head of Zeus energy supply is a mix of renewable (75%) and nuclear (25%). We continue to lobby the landlord at Kemp House
and Bloomsbury USA to switch to renewable energy. From November 2021, Bloomsbury Australia has been supplied by 100% renewable electricity. Bloomsbury
India’s energy is supplied by a state-owned power company.
2 Water consumption
In 2021/2022, water consumption increased by 1% from 828m3 to 835m3. This small increase despite acquisitions and the return of staff to the office on a
voluntary basis during periods of the year can be explained by more accurate and representative billing. In 2020/2021, head office water consumption was
modelled on the reduction seen at Bloomsbury India resulting from office closures. This approach was necessary due to many UK utility bills being produced
from estimated meter readings as well as an overpayment via direct debit. Using expenditure would have resulted in a misrepresentation of water consumption.
During 2021/2022, more frequent meter readings have been possible meaning that UK spend is more representative of actual consumption.
The actual annual volume of water purchased was used to calculate per day water consumption for the UK and India offices. For the US and Australian offices,
water consumption has been estimated using per day water intensity multiplied by the respective working days.
80
www.bloomsbury.comBloomsbury Publishing Plc Greenhouse Gas Emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2021/2022 are 24,214 tCO2e (2020/2021: 23,203 tCO2e). Upstream emissions account for the
majority (98%) of the Group’s Scope 3 emissions. Category 1 (purchased goods and services) contributed to 75 % of Bloomsbury’s total value
chain emissions. The table below show the breakdown of Scope 3 emissions by category.
Value chain (Scope 3) category
1) Purchased goods and services
2) Capital goods
3) Fuel- and energy-related activities
4) Upstream transportation and distribution
5) Waste generated in operations
6) Business travel
7) Employee commuting
8) Upstream leased assets
9) Downstream transportation and distribution
10) Processing of sold products
11) Use of sold products
12) End-of-life treatment of sold products
13) Downstream leased assets
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14) Franchises
15) Investment
Total
GHG
Emissions
(tCO2e)
2021/22
18,234
337
79
4,918
2
48
22
12
344
218
Scope 3
GHG share
(%)
75.3%
1.4%
0.3%
20.3%
0.01%
0.19%
0.1%
0.05%
1%
GHG
Emissions
(tCO2e)
2020/21
20,877
147
33
934
3
0.07
23
16
Relevance
Relevant
Relevant
Relevant
Relevant
Relevant
Relevant
Relevant
Relevant
Not Calculated
Relevant
0.9%
1,169
Not relevant
Not relevant
Relevant
Not relevant
Not relevant
Not relevant
24,214
23,202
Notes:
1 The table above shows all 15 categories of Scope 3 emissions; those marked “Relevant” are the categories relevant to Bloomsbury’s business.
2 Bloomsbury acquired Head of Zeus in June 2021 and ABC-CLIO in December 2021. The data above does not include Scope 3 emissions for Head of Zeus or
ABC-CLIO. This will be included in our calculations for 2022/2023.
3 In respect of 2019/2020, the base year for setting our science based targets, Scope 3 emissions were calculated based solely on spend. This approach
allowed us to identify key suppliers who were most material to our carbon footprint. Since carrying out this analysis, we have engaged with these suppliers
and gathered more precise data, enabling us to establish more accurate Scope 3 emissions data.
4 Increased engagement with internal stakeholders not only facilitated a more granular approach to data capture, it also led to increased accuracy of industry
mapping relating to our Scope 3 analysis. We were able to identify several suppliers who had a cross-function between storage and distribution and establish
the service was more heavily weighted towards distribution. As a result, emissions from these suppliers are now captured in Category 4 and 9, upstream and
downstream transportation.
5 We have worked with our suppliers to develop new reports that allow us to more accurately track transportation. This has supported the move away from spend-
based analysis in calculating our Scope 3 emissions for categories 4 and 9. We continue to work with our suppliers to improve the accuracy of our reporting.
6 In 2021/2022, our Scope 3, Category 1 emissions have decreased by 12.6% as a result of more accurate industry mapping which saw several suppliers move
from Category 1 to Categories 4 and 9 (upstream and downstream transportation).
7 We have started working with our biggest print supplier, which purchases paper on our behalf, to develop a more accurate way to capture our paper-related
emissions.
8 The table above indicates a significant reduction in Scope 3, Category 12 emissions from the prior year. However, we have been made aware of a significant
data gap relating to this category and will be working in the next year to implement a data quality assessment to ensure future calculations for end-of-life
emissions become increasingly accurate.
The total Scope 1, 2 and 3* emissions for Bloomsbury in 2021/2022 is 24,498 tCO2e.
Total Scope 1 = 40 tCO2e
Total Scope 2 (market-based) = 244 tCO2e
Total Scope 3 = 24,214 tCO2e
Total Scope 3, Category 1 = 18,234 tCO2e (linked to Science Based Target)
* Excludes Head of Zeus and ABC-CLIO
Climate risks and opportunities
As part of the Group’s progress towards compliance with TCFD disclosure requirements, in 2021/2022, we completed an initial, qualitative
assessment of climate-related risks and opportunities. Further information on this project can be found on pages 82 to 92 of this Annual
Report. During 2022/2023, further work will be undertaken to quantify, to the extent possible, the risks identified as most material in terms of
having the greatest perceived financial impact on the Group.
81
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 TCFD
Task Force on Climate-Related Financial Disclosures (TCFD)
Bloomsbury is making disclosures in accordance with the Financial Conduct Authority (“FCA”) Policy Statement 20/17 and listing rule LR 9.8.6R(8),
consistent with the 11 TCFD recommendations and supporting guidance. Our disclosures are set out in this Annual Report on pages 83 to 92.
The table below indicates where core disclosures can be found for each recommendation and where additional details relevant to the specific
recommendation can be found if reported elsewhere in this Annual Report. The disclosures describe our activities to date as well as future areas
of focus to strengthen the Group’s management and communication of climate-related issues. The table summarises the Group’s compliance
with the TCFD recommendations and, where the Group partially complies, our plans to improve our reporting towards achieving full disclosure.
Recommended disclosure
Status
Reference
e a) Board oversight
Disclosed Core information: Pages 73 and 84
b) Management’s
Disclosed Core information: Pages 73 and 84
role
a) Climate-related risks
and opportunities
Disclosed Core information: Pages 86 to 88
b) The impact of climate-
related risks and
opportunities
Partially
disclosed
c) The resilience of the
organisation’s strategy
Partially
disclosed
Core information: Pages 83 to 92
• Transition plan: The Group has set near-term science based targets for Scope 1, 2 and
3 and plans to assess alignment to the SBTi net-zero guidance in 2022/2023. Alongside
this, we will conduct an analysis to identify carbon reduction measures that will support
the achievement of these targets.
• Financial planning: In 2021/2022, the Group completed a qualitative analysis of
climate risks and opportunities to understand the potential impact of strategically
important risks and opportunities under different climate scenarios. In 2022/2023, the
Group will undertake a quantitative scenario analysis to calculate the potential financial
impact of priority climate risks and opportunities, as identified from among the risks
and opportunities set out on pages 86 to 88 of this Annual Report. This will improve
the integration of climate-related issues into our financial and business planning
process.
Core information: Page 90
Additional information: Pages 14, 16 to 23
• Strategy resilience & financial performance: The Group’s focus in 2021/2022 has
been on identifying and assessing climate risks and opportunities under different
climate scenarios. In 2022/2023, the potential financial impact of priority risks identified
by the Group as described above will be quantified under different climate scenarios.
The outcomes of this quantitative analysis will be incorporated into the Group’s
financial planning and will help inform strategy and the adoption of appropriate
resilience measures for inclusion in the Group’s climate transition planning.
a) Identifying and
Disclosed Core information: Pages 83 to 91
assessing climate-
related risks
b) Managing climate-
Disclosed Core information: Pages 84 to 91
related risks
c) Integration into overall
Disclosed Core information: Page 91
risk management
a) Climate metrics
Partially
disclosed
Core information: Page 92
Additional information: Pages 78 to 81
• TCFD climate metrics & targets: In 2022/2023, we will develop our climate scenario
analysis and evolve risk management processes. Following this, we will seek to identify
additional climate-related metrics that align with the new standardised cross-industry
metric categories recommended by the TCFD in October 2021.
b) GHG emissions
Disclosed Core information: Pages 78 to 81
c) Climate targets
Core information: Page 92
Additional information: Page 71
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82
www.bloomsbury.comBloomsbury Publishing Plc
Response to the Task Force on Climate-Related Financial Disclosures (TCFD)
Bloomsbury is committed to reducing the environmental impact of our
products and acknowledges the importance of sharing climate-related
information with our stakeholders.
Our wider influence
Bloomsbury is proud to be an active member of the
Publishers Association Sustainability Task Force, the
Independent Publishers Guild Sustainability Action Group,
and the Book Industry Communication Green Supply Chain
Committee, all of which promote positive climate action.
Bloomsbury is also a member of the Book Chain Project,
which provides publishers with access to information on
sustainable practices and emissions data of paper and
print suppliers. This information, alongside additional
engagement with key suppliers including printers and
distributors, enables Bloomsbury to measure the Group’s
Scope 3 emissions more accurately and helps us make
responsible decisions aimed at reducing our Scope 3
emissions and in turn mitigating our exposure to climate-
related risks in our value chain.
Bloomsbury also supports the transition to a net-zero
economy by publishing climate-related content which
educates readers about the climate change crisis and
inspires climate action. We will continue to publish in
this area and aim to increase our activity through the
development of new editorial policies within our academic
publishing division. Titles published in this area include
An Inconvenient Truth and the Assault on Reason by Al
Gore, Climate Justice by Mary Robinson, What Climate
Justice Means by Elizabeth Cripps, Clearing the Air by Tim
Smedley and Our Biggest Experiment by Alice Bell, and
many more.
As such, we welcome the TCFD recommendations which
provide a consistent framework to demonstrate how we
identify, assess and manage our climate-related risks and
opportunities. Through our assessment of climate-related
impacts, we will develop an understanding of the financial
implications associated with climate change, enabling the
integration of climate considerations into our financial and
business planning processes.
TCFD progress highlights
During the year, Bloomsbury has made significant progress
across each of the TCFD thematic areas including governance,
strategy, risk management and metrics and targets:
• Governance: We established a dedicated TCFD
Steering Committee with cross-function representation
to drive progress towards full alignment with TCFD
recommendations.
• Strategy: We have appointed an external advisor to
undertake a climate scenario analysis of the transition
and physical risks and opportunities across the Group’s
operations and supply chain. The results of the initial
qualitative assessment are disclosed in this report. In
2022/2023, the analysis will include the quantification of
the potential financial impact of priority climate risks and
opportunities identified by the Group, which will help
inform the appropriate response strategy in order to
strengthen business resilience.
• Risk Management: A systematic methodology has been
adopted to assess the Group’s climate-related risks and
opportunities. For risks and opportunities which are
strategically important to the business, we have also
identified potential management response measures.
• Metrics and Targets: Our near-term science based
targets for Scope 1, 2 and 3 were validated by the SBTi.
We are also investigating target requirements in the
long-term as well as interim milestones, to align with a
net-zero transition.
83
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continued
Governance
Climate-related responsibilities are distributed across the organisation, with several committees having key roles in the management of
climate-related risks and opportunities. The members of these committees include senior leaders from the Executive Committee, as well as
management representatives from different business functions. The Remuneration Committee assists the Board to align the Remuneration
Policy with the Group’s strategy, which encompasses climate-related matters. For 2022/2023, the bonus objectives for Executive Directors
include a 4% weighting for the achievement of reduction targets in respect of the Group’s Scope 1 and 2 emissions. The organisational
structure below describes the responsibilities of each committee in relation to climate governance.
Bloomsbury climate governance structure
Head of
Sustainability
• Advances our
sustainability response
on climate change
• Represents Bloomsbury
on the Publishers
Association Sustainability
TaskForce, as well as the
independent Publishers
Guild Sustainability
Action Group and
the Book Industry
Communications Green
Supply Chain Committee
• Chairs Sustainability
and TCFD Steering
Committees
Next Steps
TCFD Steering Committee
• Established in 2021/2022
• Supports full alignment with the disclosure
requirements of TCFD
• Cross-function representation ensures that
climate considerations are incorporated
across our operations and activities
Joint responsibility for developing
strategic response to climate change
Sustainability Steering Committee
• Oversees sustainable initiatives and strategic
responses to climate risk and opportunities
• Comprises members of the Executive
Committee and key stakeholders from
Production, Operations and Finance
Executive
Committee
• Implements the
Group’s strategic
objectives
• Daily operational
control of
climate-related
risks
• Approves the
Company’s
environmental
policy and
objectives
including those
relating to
climate change
Audit Committee
• Review of the Annual Report
and Accounts will include
purview on performance and
disclosure against the TCFD
recommendations
• Reviews internal controls and risk
management systems which will
govern climate risk response
Remuneration Committee
• Approves the targets for
performance-related remuneration
schemes for the Board
• Responsible for the integration of
climate targets into remuneration
Board
• The Board oversees
the Group’s Principal
Risks and has overall
responsibility for climate-
related matters
• Approves substantive
strategies for reducing
Bloomsbury’s
environmental impact and
addressing climate risk
• Receives regular reports
on activities in this
area from the Head of
Sustainability and the
Executive Sponsor of the
Sustainability Steering
Committee
• Review Remuneration Policy: Continue to assess the inclusion of climate key performance indicators in remuneration policies.
• Assign managerial responsibilities: Explore options to enhance the specificity of responsibility for climate-related matters across
divisions and relevant departments to ensure climate objectives are translated into action.
• Continue education of the Board and senior management: Schedule climate update sessions to communicate relevant developments
in climate policy, research, and debate.
Strategy
During the year, Bloomsbury initiated a Group-level assessment of climate-related risks and opportunities and carried out a climate scenario
analysis of physical hazards and key transition risks across the Group’s value chain, including the impact of carbon pricing mechanisms.
In 2022/2023, we are expanding the scope and depth of our analysis by quantifying the financial impact of priority climate risks and
opportunities identified by the Group from those set out on pages 86 to 88 of this Annual Report. The outputs of this quantification exercise
will help inform decisions relating to mitigation and adaptation measures and will be incorporated into the Group’s financial planning and
business strategy.
Our approach to climate scenario analysis is illustrated below.
Complete 2021/2022
Identified list of climate-related
risks and opportunities
through research and internal
engagement.
01
Climate Risk and
Opportunity Research
• Publishing sector, climate
policy and climate scenario research
• Peer review
• Cross-divisional engagement within
Bloomsbury covering finance,
risk management, consumer and
non-consumer publishing
84
Next steps 2022/2023
Qualitative Risks and Opportunity Assessment
Strategically important risks and opportunities have
been assessed based on vulnerability, magnitude
and likelihood across forward-looking scenarios
and time horizons.
03
Quantify the potential financial impact
for priority risks and opportunitites across
time horizons and climate scenarios.
05
Integrate analysis into existing
systems and disclose findings
Integrate the results of the climate
scenario analysis into business strategy,
financial planning, capital allocation and
risk management processes.
02
04
Strategically Important Risks and Opportunities
The lists of risks and opportunities were screened to
ensure relevance to Bloomsbury’s operations and
market developments. These are agreed to be
strategically important climate-risks and
opportunities to the business (pages 86 to 88).
Identify a subset of priority risks and opportunities
for financial impact quantification (based on perceived financial
materiallity and initial feasibility quantify).
www.bloomsbury.comBloomsbury Publishing Plc Climate Scenarios
Climate scenarios are used to assess how transition- and physical-related impacts may vary over time depending on the
level of mitigation activity by governments and policymakers, which will in turn influence the likelihood and magnitude of
climate anomalies. To account for uncertainty when projecting climate-related impacts, the Group observes the climate
scenarios developed by the Network for Greening the Financial System (NGFS)1. These include three representative
scenario categories for hypothetical mitigation activity within which there are six possible scenario pathways. We have
defined our time horizons as short-term (0 to 5 years), medium-term (5 to 10 years), and long-term (10+ years to 2050).
The diagram below presents the global emissions pathways for selected scenarios and the time frames against which
we have assessed risks and opportunities. Each scenario is built up from a unique set of assumptions on socio-economic
changes and the level of global coordination on climate action. As a result, the projections on transition indicators,
climate variables and macro-financial data will vary across scenarios.
1 NGFS Scenarios Portal, https://www.ngfs.net/ngfs-scenarios-portal/
Climate Scenario Analysis
Climate risks and opportunities relevant to our industry have been identified through sector, policy, and climate scenario
research. Extensive internal engagement across the Group’s publishing divisions and Group functions has also been
undertaken to ensure that the climate risks and opportunities identified have been considered in the specific context of the
Group’s operations. A workshop was held with the TCFD Steering Committee which has cross-functional representation
from across the Group, covering publishing, finance, legal, risk, sustainability, production and distribution, in order
to validate the analysis to date including the identification of climate-related risks and opportunities and the scoring
assessment of the identified risks and opportunities. Climate-related physical and transition risks and opportunities
contextualised and mapped for the Group’s operations and market developments were qualitatively assessed to
determine the relative significance to the Group’s business (see our approach to climate scenario analysis on page 84) .
Our qualitative risk and opportunity assessment (see methodology on page 91) assigns scores based on vulnerability,
magnitude, and likelihood criteria using indicators from the Network for Greening the Financial System (“NGFS”) and
the Intergovernmental Panel on Climate Change (“IPCC”) databases. This allows scoring to be based on forward-looking
projections of transition and physical climate indicators, e.g. fuel price fluctuations and changes to precipitation levels.
The assessment results are summarised for each market trend, alongside associated climate-related risks and opportunities
and the potential management responses.
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continued
Strategically Important Climate-related Risks and Opportunities
(Not disclosed in order of priority)
Assessment Results
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
Climate-related risks and opportunities
• Inflated cost of sales related to the request for the implementation
of sustainable practices or material choices. Put simply, “green”
options cost more at present.
• Potential cost savings derived from operational efficiencies and/or
specification rationalisations.
Potential Management Response
• Assess the feasibility of efficiencies in production and distribution.
• Seek opportunities to partner with suppliers to reduce carbon
emissions through specification adjustments and materials choices
in collaboration with our industry peers.
Climate-related risks and opportunities
• Extreme weather events such as storm surges can disrupt land
and sea transport networks causing delays in production and
distribution.
• Longer transport routes result in higher carbon emissions and
distribution costs.
• In some instances, there are no alternatives.
Potential Management Response
• Integrate climate considerations alongside printing and distribution
costs when selecting printing suppliers and distribution partners.
• Explore product design modifications to open up alternative
manufacturing locations.
Climate-related risks and opportunities
• Potential reputational impact and related loss of revenue if we are
perceived to be carbon-intensive in comparison with our peers.
• Potential loss of market share while demand and/or taste remains
for carbon-intensive designs and packaging.
Potential Management Response
• Evaluate tools and resources in development by industry
associations that enable carbon accounting in our production and
design.
• Remain an active participant in industry association discussions
regarding the development of industry-specific carbon standards.
• Explore opportunities to influence market preferences in favour of
goods with reduced environmental impact.
Score Key: L
M
H
Market Trend
Increase in competition for
manufacturing capacity,
materials and distribution
There has been a global
rise in competition for print
manufacturing capacity, raw
materials, and distribution, driving
up the cost of sales. While this may
incentivise operational efficiencies
and product specification
rationalisations with associated
reductions in carbon emissions,
the feasibility of optimising our
approach is dependent on the
cooperation of our suppliers
and on collaboration between
publishing houses via concerted
lobbying of the supplier base.
Dependence on localised
supplier specialisms
The book and games
manufacturing industries have
evolved to create localised product
specialisms. For example, the
Far East dominates Children’s
novelty book printing and Games
components manufacturing.
This results in longer-distance
transport routes that are inherently
exposed to physical hazards which
could increase in likelihood and
magnitude.
Growing demand for
transparency around
environmental impact
There is a general rise in
stakeholder expectation to
increase transparency over the
carbon emissions resulting from
the production of goods and
services. The publishing industry
is seeking to standardise the
calculation of embodied carbon
emissions and exploring the
idea of a book “carbon label”
to inform customers as to the
carbon emissions associated
with individual books.
86
www.bloomsbury.comBloomsbury Publishing Plc
Market Trend
Assessment Results
Market transition to net-zero
To incentivise the transition to
net-zero, the price of carbon will
become more apparent, through
carbon regulations, carbon pricing
mechanisms (global carbon
markets and carbon taxes) and the
potential knock-on impact to fossil
fuel prices.
Climate-related risks and opportunities
• Increased costs of raw materials and distribution due to pass-
through of transition costs.
• Higher operational costs related to our direct energy consumption
and related carbon emissions.
• Increase capital expenditure for new technologies/low carbon
materials and production processes to reduce carbon emissions
related to our activities. Conversely, this would also reduce
exposure to future potential transition costs identified above.
Potential Management Response
• Achieve our science based targets through the identification and
assessment of carbon reduction measures across our value chain.
• Use the results of the TCFD quantitative climate scenario analysis
to strengthen the business case for investment in decarbonisation
measures.
Climate-related risks and opportunities
• Unable to project future carbon emissions related to specific
market formats and channels, resulting in uncertain exposure to
future climate risk.
• Reputational risk if we are unable to provide an adequate
response to potential stakeholder enquiries relating to the
climate impact of digitisation.
Potential Management Response
• Increase the proportion of renewable and low-carbon energy
sources in our operations and encourage digital suppliers to do
the same.
• Participate in industry associations that are developing tools and
resources that will support Bloomsbury to understand the life cycle
emissions of all our product formats and channels.
Digitisation of media
Digital content has become an
increasingly important format
for certain customer groups.
However, preference continues
to shift between print and digital
formats and there remains
uncertainty associated with
the climate impacts of digital
publishing. While it is expected
that energy consumption will
increase with business growth,
the relationship between carbon
emissions and changes in volumes
of print and digital content is not
yet clear.
Growth in publishing content on
climate change
Climate-related risks and opportunities
• Enhanced reputation for publishing academic content that
There is an increasing volume of
climate-related academic research
that when published can broaden
discovery and understanding, as
well as support higher education
in this field.
encourages interaction with the principles of the United Nations
Sustainable Development Goals (“SDGs”).
• Increase in revenue from demand for content aligned with
SDG13: Climate Action, as well as other global goals aligned
to clean energy, responsible consumption and production, and
biodiversity.
Potential Management Response
• Begin to explore academic content to align with SDGs and
increase publication of information linked to climate change.
• Identify opportunities to collaborate within the industry to drive
sustainable content, following on from previous initiatives such
as the UN SDG Book Club.
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
Score Key: L
M
H
87
Strategic ReportStock code: BMYAnnual Report and Accounts 2022
TCFD
continued
Assessment Results
Climate-related risks and opportunities
• Restrictions to the extent of knowledge sharing, and coordinated
activities due to competition law concerns.
• Increase in decarbonisation initiatives in the supply chain through
supplier partnerships and collaboration.
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Potential Management Response
• Continue to collaborate with our peers and suppliers on industry-
Hot House
wide climate initiatives.
Market Trend
The publishing industry is
collaborating to address climate
impacts
Working as an industry body
presents an opportunity to
collectively assess, invest and
benefit from possible efficiencies
across the supply and distribution
network with the aim of facilitating
carbon emissions reductions
that are associated with the
publishing industry.
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
I
STIME HORIZON
O
R
A
N
E
C
S
Orderly
Disorderly
Short Medium Long
Hot House
Increase in likelihood of climate-
related physical hazards
Climate-related risks and opportunities
• Physical hazards can result in a reduced availability of materials,
There is an expected increase
in the likelihood of extreme
weather events and chronic
climate anomalies in the future.
Hazards related to climate change
(including heat stress, water scarcity,
flooding, storm surges, wildfire etc.)
could impact operations across the
publishing value chain, from pre-
press, to suppliers, to distribution,
and to retail.
Enhanced market focus on
biodiversity and the value of
ecosystem services
In recent years, businesses have
been expected to accelerate
the adoption of sustainable
procurement of natural resources,
such as using FSC/SFI certified
paper. There is also emerging
regulation on forestry protection,
as well as expectations for
companies to increase nature-
related disclosures. As a result,
there is increasing scrutiny
concerning the rigour of
these standards in protecting
habitats, and the importance of
the industry in upholding the
integrity of standards to limit the
degradation of biodiversity.
resulting in suppliers charging high prices.
• Delays in supply and distribution of products, or in worst-case
scenarios a loss of products, resulting from extreme weather
events.
• Damage to manufacturing plants reduces supplier production
capacity.
• Shift in sales to online channels in response to severe weather
conditions.
Potential Management Response
• Further assess physical risk at key manufacturing plants and
associated potential financial impact.
• Build resilience in production by identifying alternative suppliers
and supplier regions, supporting adaptation planning, and
forward purchasing paper.
• Extend schedules to account for potential delays in distribution.
• Identify opportunities to increase online marketing to mitigate
impacts from the shift to online retail.
Climate-related risks and opportunities
• Higher price of raw materials that meet sustainable sourcing
standard requirements.
• Reputational impacts should evidence indicate that the
effectiveness of standards has low, no, or negative impact on
biodiversity and environmental systems.
• Opportunity to increase nature-related positive impacts through
industry collaboration on due diligence of standards.
Potential Management Response
• Expand supplier engagement plans to tier 2 and tier 3 suppliers in
order to understand opportunities to have a positive influence on
biodiversity
• Engage with industry to research the issue of biodiversity loss and
the effectiveness of FSC in tackling biodiversity issues including
an understanding as to whether there are grades of performance
within the various sustainable procurement standards.
88
Score Key: L
M
H
www.bloomsbury.comBloomsbury Publishing Plc
Examples of Climate-related Transition Risks and Opportunities
• Potential cost savings derived from operational efficiencies.
• Increase in decarbonisation initiatives in the supply chain through supplier
partnerships and collaboration which reduce our risk exposure.
• Use of more efficient distribution and modes of transport reducing disruption and costs.
• Changes in fossil fuel energy prices will impact
Bloomsbury directly and indirectly through its own
energy consumption and from suppliers.
• Changing consumer and customer behaviour
with growing awareness of sustainability issues.
• Increased cost of raw materials including paper,
water, chemicals etc
rket R e s ilience
P
o
l
i
a
M
Transition
Universe
c
y
&
L
e
g
a
l
• Future regulations on import requirements/supplier
credentials will tighten restrictions and likely incur costs.
• Enhanced emissions reporting obligations driving
increased compliance costs.
• Increased pricing of GHG emissions will come as
a direct cost to operations and suppliercontracts.
T
e
c
h
n
ology
p
e
R
utation
• Decarbonisation of operations will require some investments
in energy efficiency and emission reduction measures.
• Costs to adopt and deploy new practices and processes related
to sustainable practices and material choice.
• Increased talent attraction and retention for taking lead in
sector on climate-related matters.
• Increased stakeholder concern if unable to meet climate targets.
• Reputational repercussions related to increasing awareness
on the importance of natural capital and paper use.
Examples of Climate-related Physical Risks
Raw
materials
Upstream
logistics
Downstream
logistics
End-of-life
treatment
Physical Risks: Water scarcity, drought, wildfires.
Impact: Reduced yield and supply of raw
materials which are sensitive
to climate anomalies.
Physical Risks: Flash floods,
storm surges, sea-level rise.
Physical Risks: Flash floods, wildfires,
snow, blizzards.
Physical Risks: Water scarcity,
temperature rise.
Impact: Delivery of product may be
delayed, or even lost.
Impact: Delivery of final product
may be delayed.
Impact: Recycling, reusing or discarding of
product my become disrupted.
Example: Paper pulping is a water-intensive
activity which will be impacted if faced with
water shortages or restrictions.
Example: Storm surge increases wave
height at ports which causes disruption
loading and unloading.
Example: Snowstorms in areas with limited
response infrastructure, mean products
cannot be transported until the snow clears.
Upstream
production
Bloomsbury
operations
Consumers
Physical Risks: Storms, blizzards, water scarcity,
temperature rise.
Impact: Operating capacity of paper mills,
and printers may become compromised.
Example: Reduce productivity due to extreme weather
and temperatures, or facility damage causing a temporary
shutdown.
Physical Risks: Flash floods, blizzards, storms.
Physical Risks: Flash floods, blizzards, storms, wildfires.
Impact: Employee ability to travel to work
andor internet disruptions preventing
efficiency of work.
Impact: Consumer buying habits will likely be pushed
towards online retail if traditional high street options are
impacted by these hazards.
Example: Smoke from wildfires mean consumer stay
at home, opting for online deliveries instead
of going direct to shops.
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TCFD
continued
Climate resilience and transition planning
In 2021/2022, Bloomsbury set near-term carbon reduction targets for Scope 1 and 2 as well as Scope 3 (Purchased Goods &
Services) which were validated by the Science Based Targets Initiative (“SBTi”). In 2022/2023, we will assess our long-term
plans to further align with a net-zero transition.
Reducing our Scope 1, 2 and 3 GHG emissions will enhance the Group’s resilience to future transition risks. Bloomsbury
recognises the importance of working with our value chain partners to identify and implement decarbonisation measures
upstream and downstream. These cooperative measures, as well as those that we take within our own operations, reflect
and complement the management response measures identified in our climate risk and opportunity assessment (pages 86
to 88). Bloomsbury’s proposed management responses also include measures to adapt to and mitigate physical climate risks
in our value chain, to ensure a holistic approach to the range of climate-related impacts relevant to the Group.
The diagram below illustrates our sphere of influence and climate-related actions currently underway at Bloomsbury. Further
information on steps being taken by Bloomsbury to reduce our greenhouse gas emissions is reported on pages 73 to 81 of
this Annual Report.
Industry Associations & collaboration
Suppliers
• Representation of Bloomsbury in the Publishers
Association Sustainability Task Force, the Independent
Publishers Guild Sustainability Action Group, and the
Book Industry Communication Green Supply Chain Committee.
• Nigel Newton, appointed President of Publishers
Association in April 2022.
• Member of the Book Chain Project since 2020.
• Adjusting backlist specifications to remove
plastics and energy-hungry processes.
• Printing closer to key markets to reduce
long-haul transit.
• Increasing use of print on Demand for relevant
product categories to contain our draw-down
on materials and energy.
Employees
• Encouraging & supporting behaviour-led
environmental initiatives for employees such
as cycle-to-work, and energy-saving initiatives
such as powering electronics down at the
end of the day.
• Training sessions about responsible
investment and green pensions.
Direct Operations
• Procure 100% renewable electricity
in UK offices.
• Implementing building operational
eco-efficiencies, and reduction of waste
to landfill.
• Suporting the Woodland Trust and
Reforest’ Action. Made tree donations
for the past two years.
Next Steps
Customers
• Responding to supplier requests on sustainability
• Researching alternatives to shrink wrapping
journals and boxsets so that our products arrive
to cusomers in an eco-conscious way.
• Collaborating with suppliers to source alternative
materials to manufacture and pack our books with
a view to reducing our reliance on plastics and
chemicals, and cutting energy use.
Consumers
• Increase published content on climate change
informaton.
• Working towards book industry standard for
carbon labelling, supporting consumers to
understand the environmental impact of
published contents.
• Quantify financial impact: Identify priority risks and opportunities, and quantify the potential financial impact.
• Integrate climate analyses into Group processes: Integrate the outcomes of our climate scenario analysis into our
financial planning, risk management and strategy development systems and processes.
• Transition plan: Combine our decarbonisation and resilience planning into a robust transition plan which describes our
targets in the near and long-term with interim milestones and actions on how these will be achieved.
• Implement and monitor management response to climate impacts: Continue to implement and evolve management
response to reduce our risk exposure and enhance resilience.
90
www.bloomsbury.comBloomsbury Publishing Plc Risk Management
Historically, climate-related risks have been assessed in the context of Group business risks. For example, possible
disruption to supplier services due to various events including weather impacts. However, in recognition of the unique
characteristics of climate-related risks – including uncertainty and unpredictability in terms of climate change and regulatory
responses in the short and long-term – in 2021/2022, Bloomsbury undertook a comprehensive project to specifically identify
and assess climate-related risks and opportunities. This project provided the Board and senior management with a deeper
understanding of the extent to which climate matters could impact the Group’s business, as well as the adaptive measures
which are likely to be required in response. The outcomes of this climate risk assessment will be integrated into the Group’s
overarching risk management process as described on page 93 of this Annual Report. As we develop our understanding of
the potential impacts of climate issues, we will seek to implement appropriate control measures based on our assessment
of the materiality of specific risks. We have already identified potential management responses for climate risks and
opportunities which are strategically important to the business, as represented in the table on pages 86 to 88 of this Annual
Report, a number of which are already being implemented.
Climate Risk Assessment Methodology
Bloomsbury is in the process of assessing climate risks and opportunities using climate scenario analysis, as described on
page 85. In the first stage of the assessment, the Group has undertaken a qualitative assessment of climate-related risks
and opportunities based on sector and climate scenario research. The second stage of the assessment will take place
in 2022/2023, which will entail a quantitative climate scenario analysis to calculate the financial impact for priority risks
and opportunities. It is envisaged that as our climate scenario analysis methodology develops, we expect to expand the
coverage of quantification, as well as our ability to act on the outcomes of the analysis. The qualitative assessment process
is described below.
RISK SCORE
OPPORTUNITY SCORE
Vulnerability
Likelihood
Chance of occurring
Magnitude
Size of impact
Size of
opportunity
Ability to
execute
Used to assess other business risks
Adaptive Capacity
Ability to adjust or respond
Sensitivity
Degree to which systems could be affected
Exposure
Presence of systems that could be affected
Hazard
Qualitative Climate Scenario Analysis scores
risks and opportunities using a 1–5 scale:
• Across scenarios: Hot House World,
Disorderly Transition and Orderly Transition
• Over time horizons: short (0 to 5 years),
medium (5 to 10 years) and long-term
(10+ years to 2050)
The assessment determines climate risk scores based on the same scoring methodology used in respect of Group business
risks including likelihood and magnitude of impact. In addition, the process involves a vulnerability assessment which
considers the Group’s exposure, sensitivity, and adaptive capacity to identified risks.
The potential materiality of opportunities is assessed based on the size of the opportunity (i.e. how big the market is and
the level of competition) and the Group’s ability to execute (i.e. the level of strategic alignment).
Both risks and opportunities have been scored on a 1 to 5 scale with defined thresholds for the scoring categories to ensure
consistency and comparability across all risks and opportunities.
Next Steps
• Integrate climate risk into Group risk management: Formalise process to embed climate risk and opportunity
assessment within the overall Group Risk Management Framework.
• Develop risk management measures: Through a better understanding of climate risks and opportunities, focus on
developing suitable and specific control approaches for priority risks.
91
Strategic ReportStock code: BMYAnnual Report and Accounts 2022 TCFD
continued
Metrics & Targets
GHG Emission and associated risk
s
n
o
i
s
s
i
m
E
f
o
n
o
i
t
r
o
p
o
r
P
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0
The majority of our emissions are primarily
linked to our upstream value chain. Associated
risks include:
• Increased supplier costs due to pass-through
of carbon taxes
• Limited data availability in the supply chain
means we are reliant on passive reductions to
see progress in performance
• Insufficient action from supplier decarbonisation
• Low understanding in the industry of
environmental impact from different product
formats i.e. print v digital
Our scope 1 and 2 emissions footprint is small as
our direct operations are primarily office-based.
Associated risks include:
• Increased costs related to fossil fuel
consumption
• Instability of electricity prices in the low-carbon
energy transition
During the year, the Group’s near-term science based
targets were validated by the Science Based Targets
Initiative (SBTi):
• Bloomsbury commits to reduce absolute Scope 1 and 2
GHG emissions by 46% by 2030 from a 2019/2020 base year.
• Bloomsbury commits to reduce absolute Scope 3 GHG
emissions from purchased goods and services by 20% by
2035 from a 2019/2020 base year.
Energy-saving and carbon reduction measures reduce the
Group’s GHG emissions, and inherently reduce exposure
to climate-related risks. As a result, we can better manage
and strengthen the Group’s business resilience to potential
climate impacts. Bloomsbury’s performance in 2021/2022
against key environmental and climate-related indicators is
reported on pages 78 to 81 of this Annual Report.
Scope 1, 2 and 3
New Guidance for Metrics and Targets
In October 2021, the SBTi launched its Net-Zero Standard, which outlined the requirements to set science based net-zero
targets. Recognising the importance of aligning our targets with the latest science as we work towards a net-zero goal,
Bloomsbury is reviewing this guidance.
In October 2021, the TCFD released updated guidance for companies responding to the recommendations, including
guidance for organisations in respect of their disclosures around metrics and targets. As part of this, the TCFD has
identified “cross-industry climate-related metric categories” which it encourages all organisations to report against, to
allow for comparability across organisations globally and to support convergence in the disclosure of key metrics. The
TCFD encourages organisations to set, track and disclose targets that align with the cross-industry, climate-related metric
categories, to the extent possible.
These cross-industry, climate-related metrics are reflected in the table below, together with the Group’s current reporting
metrics and plans for responding to the TCFD’s updated guidance as our understanding of climate-related matters evolves.
GHG Emissions
Transition & Physical Risks & Climate-related Opportunities
Metric: The Group reports Scope 1, 2
and 3 emissions (pages 78 to 81).
Metric: In 2022/2023, the Group will seek to quantify the potential financial impact of priority
risks and opportunities.
Target: SBTi validated near-term targets
for the Group’s full value chain.
Target: Appropriate targets will be considered upon completion of the quantification exercise.
Capital Deployment
Internal Carbon Price
Remuneration
Metric: The Group will assess the level
of investment required in the near term
to transition to a net-zero economy
as part of its SBT, and to reduce the
Group’s exposure to climate-related
risks.
Metric: As we develop our understanding
of the Group’s sensitivity to carbon pricing,
we will explore opportunities to incorporate
carbon pricing in our financial planning.
Metric: For 2022/2023, the bonus objectives
for Executive Directors include a 4% weighting
for the achievement of reduction targets
in respect of the Group’s Scope 1 and 2
emissions. The Remuneration Committee
is assessing the possibility of introducing a
sustainability performance objective in the
Group’s Long-Term Incentive Plan.
Next Steps
• Assess alignment to net-zero: Review the SBT Net-Zero Standard, and assess what this means for Bloomsbury’s climate
commitments.
• Climate risk metrics: Identify and assess the measurement of additional climate-related metrics in response to the
TCFD’s updated guidance on cross-industry, climate-related metrics, and to better manage the Group’s most material
climate-related risks.
• Carbon reduction achievement pathways: Identify and model potential carbon reduction measures required to meet
the Group’s emissions reduction targets, alongside associated interim milestones to enable progress to be monitored.
92
www.bloomsbury.comBloomsbury Publishing Plc
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 on pages 122 to 123
of this Annual Report, 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
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 94 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 94 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 109 of this Annual Report with
regards to forward-looking statements. Details on financial risk management
are given in Note 26.
Principal risks
The table on pages 94 to 97 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:
The Board
Audit Committee
Executive Committee
d
o
o
h
i
l
e
k
L
i
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.
12
1
6
4
8
2
10
5
11
7
9
Impact
1. Market
2. Importance of digital
publishing
3. Acquisitions
3
4. Title acquisition
(Consumer publishing)
5. Information and
technology systems
6. Financial valuations
7. Intellectual property
8. Reliance on key
counterparties
9. Talent management
10. Legal and compliance
11. Reputation
12. Cost inflation
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continued
Key area
Risk Description
Mitigation
Market
A
Change
in risk:
Increased
Market volatility: Post-pandemic consumer
behaviour; impact of economic instability
Sales may be impacted by changes to
consumer spending habits following the lifting
of pandemic related restrictions.
Economic instability and inflationary pressures
may lead to changes in consumer demand for
products, impacting revenues and margins.
Increased dependence on internet retailing
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
Policies set by the UK’s national research
funders, UK Research and Innovations (UKRI)
will increasingly require open access availability
of scholarly research books by UK Authors.
UKRI policies require that digital editions
of research books be made freely available
online within a year of publication from 2024.
UKRI policies are anticipated to affect a small
minority of Bloomsbury’s research titles from
2024. A future policy associated with the UK’s
Research Excellence Framework (REF) may
impact more research titles from around 2026.
The impact of not adapting to this change
would directly affect digital and print income
from scholarly research titles.
• Bloomsbury combines academic and general publishing in different
formats and distributes its products through different channels. In
addition, we operate in multiple countries and sell our products
worldwide. This diversified portfolio and customer base, together
with our international presence creates a level of resilience in
respect of market or country specific downturns;
• Close monitoring of revenue streams, lists and channels; range and
diversity of our content; resilience of demand for strong content.
• Continued focus on promoting Non-Consumer sales and BDR
products, as Academic customers pivot to digital resources.
• Increased marketing and sales activities focused on retaining reader
engagement.
• Renewed focus on promotion of reading for pleasure including at
key travel points.
• 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.
• For titles in scope for UKRI’s policy, charge an open access
publication fee, paid by UKRI from a ring-fenced budget.
• Positively engage in the policy consultation for future REF policy.
• Pilot innovative new open access business models to explore
sustainable ways of providing open access that are not reliant on
publishing fees.
• Expand our research commissioning in regions outside of Europe,
which are generally not as affected by open access policies.
• Appointment 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.
Sales of used books
• Digital subscriptions and multiple ebook purchasing models are
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.
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.
94
www.bloomsbury.comBloomsbury Publishing Plc Key area
Risk Description
Mitigation
Importance
of digital
publishing
Change
in risk:
Reduced
B
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.
• BDR performance is monitored against annual and monthly budgets
and reforecasts 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.
Acquisitions
C
M&A activity
Change
in risk:
Increased
Acquisitions could deliver lower than expected
return on investment. Poor acquisitions may
result in potential impairment charges.
• Broaden the international institutional customer base so that the
Company is not reliant on sales in specific territories.
• Potential acquisition targets are assessed by the members of
the Executive Committee according to strategic and cultural
fit. 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.
(Consumer
publishing)
Change
in risk:
Reduced
Information
and
technology
systems
Change in risk:
No change
D
Commercial viability
• Advances over a certain limit are required to be authorised by the
Titles may be acquired that are not
commercially or critically successful.
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.
E
Cybersecurity/malware attack
• Clear responsibility for systems, restrictions on software installation,
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.
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 among 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.
95
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continued
Key area
Risk Description
Mitigation
Financial
valuations
F
Judgemental valuation of assets and
provisions
• 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.
G
Erosion of copyright
• Continue policy of support for copyright and intellectual property
Erosion of traditional copyrights.
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.
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.
The Group’s ability to meet customer demand
for print products depends on timely supply
from our printing partners. This may be
impacted by the availability of raw materials (e.g.
paper pulp) and ongoing global supply chain
disruption.
A breakdown in key commercial relationships
could impact on future publishing opportunities.
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,
resulting in decreased efficiency, impact on
staff motivation and undermine external
relationships.
rights as a fundamental facet of publishing.
• 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.
• 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.
• Regular review of global supply chain resilience by the cross-
function Supply Chain Working Group to ensure proactive steps are
implemented to mitigate supply chain risks and prioritise supply of
print titles.
• Ongoing diversification of supplier base.
• Increased local printing to mitigate shipping delays and disruptions.
• Ongoing employee engagement measures to improve employee
experience and organisational culture; more information on these
measures is set out on pages 66 to 69 of this Annual Report.
• 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, Equity and Inclusion Steering Committee
and related Diversity and Inclusion working groups and Staff
Networks.
• Development of a Diversity and Inclusion Action Plan with clear
and ambitious targets to increase diversity within Bloomsbury’s
workforce and author base.
• Appointment of a Diversity, Inclusion and Training manager to
oversee Bloomsbury’s DE&I work and staff training programmes.
• Global staff turnover by Division and functional area is reported to
the Executive Committee and monitored against agreed thresholds.
Change in risk:
No change
Intellectual
property
Change in risk:
No change
Reliance on
key counter-
parties;
supply chain
resilience
Change in risk:
Increased
I
Talent
management
and retention
Change in risk:
No change
96
www.bloomsbury.comBloomsbury Publishing Plc Key area
Risk Description
Mitigation
J
Breach of key contracts by the Company
• Relevant individuals within the business who are engaged in
Legal and
compliance
Change in risk:
No change
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
K
Investor confidence
Change in risk:
No change
City confidence undermined by events
outside of the Company’s control, e.g.
collapse of a retailer.
Cost Inflation
L
Print Supply Costs
New risk
Increased print supply costs resulting from
increases to energy prices and raw materials
could impact on margin and achievement of
the Group’s financial targets.
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.
• Long-term contracts with key suppliers to manage and mitigate
cost increases; active price management of Bloomsbury products to
recover incremental costs; diversification of supplier base.
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Strategic ReportStock code: BMYAnnual Report and Accounts 2022 Principal Risks and Risk Management
continued
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 94 to 97 of this Annual Report)
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;
• Increased dependence on internet retailing; and
• Inflation.
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 COVID-19 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 20% during 2022/2023, with
recovery during 2023/2024;
• Digital revenues are reduced by 20% during 2022/2023, with
recovery during 2023/2024;
• Print costs are increased by 15% from 2022/2023 and staff costs
are increased by 5% from 2023/2024;
• Downside assumptions about extended debtor days during
2022/2023, with recovery during 2023/2024;
• 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 28 February 2025.
Changes during the year
Market
Potential changes to consumer behaviour following the lifting of
pandemic restrictions, including travel restrictions, and in response
to inflation have resulted in the rating of this risk being increased.
Importance of Digital
Achievement of Bloomsbury’s long-term goal of delivering BDR
revenue of £15 million and profit of £5 million by 2021/2022 has
reduced the rating of this risk. Completion of acquisitions to
strengthen BDR in addition to strong organic growth have further
contributed to a decreased risk rating.
Acquisitions
The rating of this risk has increased due to the scale and frequency
of Bloomsbury’s acquisitions during 2021/2022.
Reliance on key counterparties
The rating of this risk has been increased due to continued supply
chain challenges including the availability of raw materials.
Cost Inflation
This risk has been added due to increases to the prices of raw
materials and increased energy prices impacting on print supply costs.
Risk watchlist
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. Adverse impacts of climate change could include physical
(weather-related) risks, as well as transitional risks such as increased
regulation, increases in fossil fuel prices, changing consumer
behaviour and increases to the cost of raw materials. In addition, the
failure of the Group to respond to increasing stakeholder and societal
expectations for companies to respond to climate change with action
to reduce the environmental impact of their operations may result in
reputational damage and the failure to attract and retain talent.
The Group has set emission reduction targets for Scopes 1, 2
and 3 which have been validated by the SBTi. We have engaged
an external advisor to support us in developing our roadmap for
achieving these targets and assessing our long-term plans to further
align to the goals of the Paris Agreement with a net-zero transition.
Further information on our targets and sustainability measures can
be found on pages 73 to 81 of this Annual Report.
Work is underway to identify and quantify climate-related risks
and opportunities relevant to the Group’s operations, as further
described on pages 82 to 92 of this Annual Report.
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.
98
www.bloomsbury.comBloomsbury Publishing Plc Governance
Chairman’s Introduction
to Corporate Governance
Board of Directors
Executive Committee
Directors’ Report
Corporate Governance Report
Nomination Committee Report
Audit Committee Report
Directors’ Remuneration Report
100
102
104
106
111
117
120
124
99
GovernanceStock code: BMYAnnual Report and Accounts 2022 Chairman’s
Introduction
Chairman’s Introduction to Corporate Governance
On behalf of the Board, I am pleased to introduce Bloomsbury’s Corporate Governance Report for the
financial year ending 28 February 2022. 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
2022, the Company has complied with all applicable principles and
provisions of the Code, save in respect of the following provisions:
Sustainability
The Board sees sustainability as a vital part of Bloomsbury’s overall
strategy. Following the appointment of the Head of Sustainability in
2020, the Board has continued to have oversight of the implementation
of sustainability initiatives. During the financial year, the Board approved
Bloomsbury’s commitment to setting science based targets and in
September 2021, these targets were validated by the Science Based
Target initiative. Furthermore, the Board supported the appointment
of external partners to provide a steer for the Company in assessing
our long-term transition plan to further align with net-zero. For the
first time this year, Bloomsbury has made disclosures in line with the
recommendations under the Taskforce on Climate-Related Financial
Disclosures (“TCFD”). The full TCFD Report can be found on pages 82
to 92 of this Annual Report. This describes the Group’s compliance with
TCFD recommendations, and where the Group partially complies, our
plans to improve our reporting towards full disclosure.
• Provision 38 states that the pension contribution rates for
Stakeholder engagement
Executive Directors should be aligned with those available for the
workforce. 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 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 pension benefits 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 Executive Directors pension contributions were reduced
to 12% of salary. The retirement benefit was then further reduced
to 9.5% of salary with effect from 1 March 2022 and it is intended
that the rate be reduced further to 7% of salary from 1 March
2023 so that it is in line with the all-employee rate; and
• Provision 33 states that the Remuneration Committee should
have delegated responsibility for setting remuneration for senior
management. In 2019, the Committee considered its role in
respect of determining the remuneration of senior management
with reference to the 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.
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 COVID-19, can be found on
pages 51 to 59 of this Annual Report.
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 on pages 66 and 67 of this Annual Report.
Diversity and inclusion
The Board recognises the benefits that diversity, equity 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, equity and inclusion policy, and further information can be
found on page 118 of this Annual Report.
100
www.bloomsbury.comBloomsbury Publishing Plc Chairman’s
Introduction Board evaluation
I led an internal 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 on pages 115 to 116 of this Annual Report.
Board changes
Bloomsbury announced in March 2022 that Steven Hall, a
Non-Executive Director since 2017, will be stepping down
from the Board at the forthcoming Annual General Meeting
in July 2022. We thank Steven for his contribution to
Bloomsbury during his tenure. I am delighted to welcome
John Bason to the Board, who was appointed as a Non-
Executive Director on 1 April 2022. John’s biographical
details can be found on page 103.
Sir Richard Lambert
Chairman of the Board
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
Nomination
Committee
• Monitors the integrity of financial
• Reviews the structure, size and
statements and narrative reporting;
composition of the Board;
Remuneration
Committee
• Determines the remuneration and
benefits of Executive Directors;
• Monitors and reviews the
• Considers Board experience and
• Monitors the remuneration of senior
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.
diversity;
managers;
• 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
Executive Committee
• 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.
• 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.
101
GovernanceStock code: BMYAnnual Report and Accounts 2022 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
Steven Hall
Independent
Non-Executive Director
Appointed: 1 March 2017
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 a Chartered Accountant
(FCA) with Deloitte. Penny
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.
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
policymakers in the UK and
overseas.
Nigel Newton is the founder
of Bloomsbury Publishing.
He 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
became President in April
2022. He serves as a Member
of the Advisory Committee of
Cambridge University Library
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, Board
member of the US-UK Fulbright
Commission, member of the
Publishers Association Council,
Trustee of the International
Institute for Strategic Studies
and Chairman of the British
Library Trust.
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 a
member of the Board of the
Institute for Government, the
UKRI Infrastructure Advisory
Committee and the Advisory
Board of the Centre for
European Reform. 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. He recently retired as
Chairman of the British Museum
in 2021.
102
www.bloomsbury.comBloomsbury Publishing Plc Leslie-Ann Reed
Senior Independent
Director
Appointed: 17 July 2019
Baroness Lola Young
of Hornsey
Independent
Non-Executive Director
Appointed: 1 January 2021
John Bason
Independent
Non-Executive Director
Appointed: 1 April 2022
A
N
R
N
A
N
R
John Bason joined the
Bloomsbury Board on
1 April 2022. He is a Chartered
Accountant and brings a wealth
of experience from his 40-year
career in finance and international
business. He is currently Finance
Director at Associated British
Foods plc and Chairman of
FareShare. He has also been
Non-Executive Director and
Senior Independent Director at
Compass Group plc and a former
trustee of Voluntary Service
Overseas. He was Chair of the
Finance Committee, which raised
the funds for the renovations of
St Patrick’s Church, Soho and
the building of a centre for the
homeless and vulnerable people
of the area.
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 equality 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,
Chancellor of the University of
Nottingham and a Non-Executive
Director for Futerra.
Committee member:
A Audit
Committee
N Nomination
Committee
R Remuneration
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.
103
GovernanceStock code: BMYAnnual Report and Accounts 2022 Executive Committee
Nigel Newton CBE
Founder and
Chief Executive
Penny Scott-Bayfield
Group Finance
Director
Ian Hudson
Managing Director,
Consumer Division
Jenny Ridout
Managing Director,
Non-Consumer Division
Nigel’s biographical details are set
out on page 102 of this Annual
Report.
Penny’s biographical details are
set out on page 102 of this Annual
Report.
Ian Hudson joined Bloomsbury
in January 2021 as Managing
Director of the Consumer Division
and Executive Director, member
of the Executive Committee. Ian is
a hugely experienced publishing
leader and he is focusing on
developing and executing new
strategies to profitably grow the
Consumer Publishing Division.
Ian was a member of the
Supervisory Board of global media
group Bertelsmann for 12 years
(until 2020), is a former President
of the UK Publishers Association
and has been a Non-Executive
Director of Which? for six years.
Ian’s Executive roles have included
as follows: member of the Global
Executive Committee of Penguin
Random House, Global CEO of
Dorling Kindersley Publishing,
CEO of Penguin Random House
International and Deputy CEO
Penguin Random House UK. Ian
was a member of the Bertelsmann
team which negotiated the deal
to merge Random House and
Penguin and subsequently led the
International integration of the
two companies. Prior to the 2013
merger, Ian was a Global Board
Member of Random House for 15
years and Deputy CEO of Random
House UK.
Jenny Ridout is Managing Director
of Bloomsbury Non-Consumer
publishing, which includes
Academic, Professional, Special
Interest and Bloomsbury Digital
Resources. Prior to this role Jenny
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. She is also a
Trustee of Yale University Press.
104
www.bloomsbury.comBloomsbury Publishing Plc Kathleen Farrar
Managing Director,
Group Sales and Marketing
Louise Cameron
Group Production
Director
Adrienne Vaughan
President,
Bloomsbury Publishing USA
Maya Abu-Deeb
Group General Counsel and
Company Secretary
Maya’s biographical details are set
out on page 103 of this Annual
Report.
Kathleen Farrar is Managing
Director of Group Sales and
Marketing. Kathleen joined
Bloomsbury in December 1998
as International Sales Manager.
She began her publishing
career working in the leading
independent bookstores in
Sydney, Australia before moving
to Allen & Unwin as Sales &
Promotions Manager. She has
held a number of senior sales
and marketing roles including
Managing Director of Bloomsbury
Australia based in Sydney. In
January 2013, she returned to
the UK to take up the position
of Group Sales and Marketing
Director, responsible for global
sales and marketing for the four
Bloomsbury divisions, across print
and digital.
Louise Cameron is Group
Production Director. Previously
the Production Director at
Continuum International
Publishing, she has also been the
Publishing Services Director at
Kogan Page, Editorial Manager
at Children’s Encyclopaedia
Britannica, Managing Editor at
Cassell, and Publishing Manager
at The Crowood Press where
she began her career as a desk
editor in 1988. Louise spent eight
years (1990 to 1998) in the USA
where she held a teaching post
in the Department of English,
Philosophy and Languages at
Arkansas State University while
serving as a freelance editor for
various university presses including
Chicago, New Mexico and Florida.
She joined Bloomsbury in 2011
at the time of the Continuum
acquisition.
Adrienne Vaughan is President
of Bloomsbury Publishing USA.
Adrienne’s background spans both
children’s and academic publishing
and includes large international
companies as well as a start-up.
She began her publishing career
at Scholastic. After obtaining
her MBA from NYU Stern School
of Business in 2007, she joined
Disney Publishing Worldwide
and grew to lead their finance
department. Adrienne went on to
drive step-function growth at start-
up Little Pim, followed by leading
the US Finance department at
Oxford University Press. In 2015,
she was recruited back to Disney
as Deputy Publisher, Disney Book
Group, where she led the Disney
Press and Marvel Press imprints
and oversaw the profitability goals
of the overall Group. Adrienne
joins us from Trustbridge Global
Media, where she served as Senior
Vice President responsible for
leading the design and integration
of people, processes, and systems
across a growing portfolio of
publishers, including Holiday
House, Peachtree Publishing,
and Candlewick/Walker.
105
GovernanceStock code: BMYAnnual Report and Accounts 2022 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 2022.
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
Pages 45 to 50 of this Annual Report sets out the Group’s
profit before tax and highlighted items and revenue, along
with other key performance indicators. Profit after tax for
the Group’s operations for the year was £16.9 million
(2021: £13.7 million).
Material post-balance sheet events
There are no material post balance sheet events.
Dividend
The Directors recommend a final dividend of 9.40 pence
per share. The dividend will be payable on 26 August 2022
to Shareholders on the register on the record date of
29 July 2022.
195 to 198
The dividends paid and proposed by the Company for the
year ended 28 February 2022 and year ended 28 February
2021 are as follows:
Dividend
2022 Final
(proposed)
2022 Interim
Total
2021 Special
Total
2021 Final
2021 Interim
Total
Dividend
per share
Total
dividend
Record
date
Paid/payable
date
9.40p
£7.7m 29 Jul 2022 26 Aug 2022
1.34p
10.74
9.78p
9.78p
7.58p
1.28p
8.86p
£1.1m 5 Nov 2021
£8.8m
3 Dec 2021
£8.0m 30 Jul 2021 27 Aug 2021
£8.0m
£6.2m
£1.0m 6 Nov 2020
£7.2m
30 Jul 2021 27 Aug 2021
4 Dec 2020
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 to 27
and 51 to 81 of this Annual 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
Section in the
Annual Report
Strategic Report
Page
17 to 18
and 23
Strategic Report
93 to 98
Use of financial instruments,
financial risk management
objectives and policies
Financial
Statements
Environmental matters
and TCFD reporting
Strategic Report
73 to 92
Greenhouse gas emissions Strategic Report
78 to 81
Viability statement
Strategic Report
98
Governance
arrangements
Directors
Corporate
Governance
Report
Corporate
Governance
Report
111 to 116
102 to 103
Employment policies and
employee engagement
Diversity, Equity and
Inclusion
Strategic Report
66 to 69
Strategic Report
70 to 72
Stakeholder engagement
Strategic Report
52 to 59
S172 statement
Corporate
Governance
Report
51
106
www.bloomsbury.comBloomsbury Publishing Plc Directors
Powers of Directors
The names of the Directors as at the date of this Report,
together with biographical details are on pages 102 to 103 of
this Annual Report. The Directors serving on the Board of the
Company during the year were as follows:
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.
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
–
–
–
–
21 July 2021
–
–
–
–
–
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
132 to 133. 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.
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
on pages 62 to 63 of this Annual Report.
Appointment and replacement of Directors
Articles of Association
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 2022 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 2022 AGM, Steven Hall, a Non-Executive
Director, will not stand for re-election. John Bason was
appointed to the Board as a Non-Executive Director on
1 April 2022 and will stand for election at the 2022 AGM.
John’s biography is set out on page 103 of this Annual Report.
The Company may remove a Director from office by passing
an ordinary resolution.
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.
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.
Details of the issued share capital can be found in Note 23.
Share movements during the year are therefore as follows:
As at 1 March 2021
Movement during the year
As at 28 February 2022
Fully paid Ordinary
shares in issue
81,608,672
–
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.
107
GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Report
continued
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 2022 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.
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 2021
Shares purchased
Shares released to satisfy share awards
As at 28 February 2022
Fully paid Ordinary
shares held by EBT
57,480
1,250,000
(597,187)
710,293
Up to the signing of this Report, the EBT held 710,293
Ordinary shares of 1.25 pence in the Company, being 0.87%
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 2021 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 2 June
2021 (excluding treasury shares).
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 2021. 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.
108
www.bloomsbury.comBloomsbury Publishing Plc Substantial shareholdings
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) Appointment of the Auditor
A resolution to appoint Crowe U.K. 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.
As at 28 February 2022, the Company had been notified
under DTR 5 of the following interests of 3% or more in the
issued share capital of the Company.
Institution
BlackRock Inc
Canaccord Genuity Group Inc
Premier Miton Group Plc
1 Based on 81,608,672 issued shares.
Ordinary
shares
number
million
8.96
10.63
3.97
% issued
shares1
10.97%
13.02%
4.87%
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 2022 and 20 June 2022 (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 10.49%.
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 26c.
The Company’s share incentive schemes (see Note 24 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 while
alternative arrangements are made.
The Group depends on its reputation which strongly influences
authors and customers in their selection of publisher.
109
GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Report
continued
Statement of Directors’ responsibilities
Safe harbour
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. Under that law, they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and
have elected to prepare the parent Company financial
statements on the same basis.
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 the Group’s 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;
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 218 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
Each of the Directors, whose names and functions are set
out on pages 102 and 103 of this Annual Report, confirms
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 company and the undertakings
included in the consolidation taken as a whole; and
• make judgements and estimates that are reasonable,
• the Strategic Report/Directors’ Report includes a
fair review of the development and performance of
the business and the position of the issuer and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face.
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 14 June 2022.
By order of the Board
Nigel Newton
Chief Executive
Penny Scott Bayfield
Group Finance Director
relevant, reliable and prudent;
• state whether they have been prepared in accordance
with international accounting standards in conformity
with the requirements of the Companies Act 2006;
• 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 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. Legislation in the UK governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the financial statements will form part of the
annual financial report prepared using the single electronic
reporting format under the TD ESEF Regulation. The Auditor’s
report on these financial statements provides no assurance
over the ESEF format.
110
www.bloomsbury.comBloomsbury Publishing Plc Corporate Governance Report
The Board takes its responsibility to achieve sound governance of the Group seriously,
and continuously maintains high standards of corporate governance that focus on serving
the interests of Shareholders and other key stakeholders.
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 on pages 52
to 59 of this Annual Report. The Board allocates time at
Board meetings to discuss the various stakeholder groups
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 2022.
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 on page 10 of
this Annual Report, 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 on
page 66 of this Annual Report.
The Board also receives updates from the Chair of the
Company’s Diversity, Equity and Inclusion 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.
111
GovernanceStock code: BMYAnnual Report and Accounts 2022 Corporate Governance Report
continued
Powers and responsibilities of the Board
Board Committees
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;
• Approving changes to the structure, size and
composition of the Board, following recommendations of
the Nomination Committee;
• Approving appointments to the Board, following
recommendations of the Nomination Committee;
• Approving the Remuneration Policy upon
recommendation of the Remuneration Committee;
• Approving the remuneration of Non-Executive Directors;
and
• Approving various Company policies.
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 101 of this Annual Report.
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 102
to 103 of this Annual Report.
Aligning to the 2018 UK Corporate Governance Code
The following pages within this Annual 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
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Page
10, 111 to 114
111 to 113
115 to 119
93 to 98, 120 to 123
124 to 144
112
www.bloomsbury.comBloomsbury Publishing Plc 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;
• 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.
Senior Independent
Director
• 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.
Non-Executive
Directors
• 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.
Activities of the Board during the year
The following key matters are standing agenda items at every Board meeting:
• 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;
• 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.
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GovernanceStock code: BMYAnnual Report and Accounts 2022 Corporate Governance Report
continued
During the year, among other matters, the Board
considered the following matters:
• Discussion of strategy and review of progress against
the Company and reviews performance against previously
agreed strategic objectives. During 2021/2022, the Board
Strategy Day was split into two virtual meetings.
agreed financial and strategic objectives and internal and
external forecasts;
Whistleblowing
• Review of the management accounts, short and long-
term forecasts, key performance indicators and full
year forecasts;
• Review and approval of the annual budget;
• Continuing impact of COVID-19 on strategy,
performance and staff;
• Review of plans to return to work in light of coronavirus;
• Review of Health and Safety and general staff well-being;
• Review and consideration of the Company’s principal risks;
• Review and approval of the Annual Report and Accounts,
the half-year statements, trading updates and associated
announcements;
• Review and approval of the Notice of AGM and
resolutions contained therein;
• Investor feedback from Executive Director meetings with
Shareholders;
• Approval of the interim dividend, final dividend and
special dividend;
• Reports by Executive Directors on strategic and
operational matters;
• Approval of the appointment of the Senior Independent
Director;
• Approval of the acquisition of Head of Zeus Limited;
• Approval of the acquisition of ABC-CLIO LLC;
• Approval of the acquisition of Red Globe Press;
• Review and approval of the 2021 Sharesave grant;
• Review of the Group Treasury policy;
• Review of the Group’s tax strategy;
• Review of the Gender Pay Gap Report;
• Review and approval of changes to the Share Dealing Code;
• Review and approval of terms of reference for all the
Committees;
• Review and approval of the 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 Board’s responsibility in respect to
diversity, equity and inclusion;
• Consideration of the Company’s key stakeholders and
their interests, review of stakeholder engagement and
in-depth focus on key stakeholder groups;
• 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
114
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.
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.
www.bloomsbury.comBloomsbury Publishing Plc 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 2022. During the
year, there were eight scheduled Board meetings which, due to the COVID-19 pandemic, were conducted virtually except one meeting which
took place as a hybrid meeting. 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
Chairman
Sir Richard Lambert
N
R
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Non-Executive Directors
John Warren1
Steven Hall2
Leslie-Ann Reed3
Baroness Lola Young of Hornsey
N
A
A
A
N
N
N
N
R
R
R
Board
Remuneration
Audit
Nomination
8/8
8/8
8/8
3/3
8/8
8/8
8/8
5/5
–
–
3/3
5/5
5/5
–
–
–
–
2/2
3/3
3/3
–
4/4
4/4
–
2/2
4/4
3/4
4/4
1 John Warren stepped down from the Board at the conclusion of the 2021 AGM on 21 July 2021 and was succeeded by
Leslie-Ann Reed as Senior Independent Director and Chair of the Audit Committee.
2 Steven Hall will step down from the Board at the conclusion of the 2022 AGM on 20 July 2022, and will be succeeded
by John Bason as Chair of the Remuneration Committee. John Bason was appointed as a Non-Executive Director after
the financial year end on 1 April 2022. A formal resolution in relation to his appointment will be put to Shareholders for
approval at the 2022 AGM.
3 Leslie-Ann Reed was unable to attend one meeting of the Nomination Committee. This meeting was called at short
notice and in addition to the scheduled Committee meetings and at a time when she was abroad and unable to
connect virtually.
Committee
member:
A Audit Committee
N Nomination Committee
R Remuneration Committee
Board and Committee evaluation for 2021/2022
The Board
The Board conducts an annual formal evaluation of its performance. For 2021/2022, the annual evaluation was conducted internally.
The evaluation took place towards the end of the financial year. It was led by the Chairman, supported by the Company Secretary, who used
questionnaires completed by all the Directors to appraise the performance of the Board and to discuss any improvements needed to the
Board processes. The Chairman also had one-to-one discussions with each of the Directors. He then reported his findings to the Board.
Overall, the results of the evaluation were 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.
The main areas identified by the external evaluation for continued focus were as follows:
• The Board believes it has made good progress on ESG issues but intends to get further ahead of the curve;
• The Board wishes to place more focus on the technological capacity of the Company; and
• After a long period of working remotely, the Directors are keen to engage in person with each other and with colleagues across the
business.
115
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continued
Progress against the 2020/2021 evaluation
A summary of the Board’s progress against the actions arising from the 2020/2021 external evaluation are set out below:
Action
Progress
The need for continued exposure
to key members of senior
management
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 Board retreat is held annually, bringing together senior management and the Board.
The repurposing of the agendas
for each Board meeting to
facilitate prioritising of business
issues and value creation
The provision of additional training
to Directors on key topics such as
ESG and cyber security
Board and Committee agendas have been reordered, with matters of importance considered at the
start of meetings and lower priority matters or more routine items further down the agendas.
The Board was provided with additional training throughout the year, details of which are set out
below under the heading “Induction, Training and Development”.
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 2021/2022, following
the evaluation, each Committee Chair and the Chairman has
confirmed that the Committees continue to operate effectively.
The Chairman
The present Chairman, Sir Richard Lambert, joined the
Board in July 2017 and was considered independent upon
his appointment. For 2021/2022, the Senior Independent
Director led the evaluation of his performance through
the completion of a questionnaire followed by one-to-one
discussions with the other Directors. The outcome was
reported to the Board and it was unanimously agreed by
the Directors that the Chairman continues to lead the Board
in an effective and positive manner, fully discharges his
duties and demonstrates full commitment to the role.
Directors
As part of the evaluation, the Chairman reviewed the
performance of each Director. Following these reviews,
the Board considers that each of the Directors proposed
for re-election at the 2022 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, Company
policies, minutes of previous Board and Committee
meetings and details of the Board’s external advisors,
amongst other information.
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
reforms around auditing and financial reporting standards,
and a briefing on Cyber Security at an Audit Committee
meeting at which all Board members were present. External
remuneration consultants Deloitte LLP provided an update
on remuneration market trends. External legal counsel
provided a briefing to the Board on the Market Abuse
Regulation. Shortly after the financial year end, the Board
attended an update session on developments in climate
policy and debate, and on TCFD reporting. 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.
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, in light
of the COVID-19 pandemic, all meetings with institutional
Shareholders and City analysts were held virtually.
AGM
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.
116
www.bloomsbury.comBloomsbury Publishing Plc Nomination
Committee
Nomination Committee Report
Board diversity
Gender
4
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:
3
Director
Composition of the
Executive Committee
Executive Committee
direct reports
2
17
Sir Richard Lambert (Chair of the Committee)
Nigel Newton
John Warren
Steven Hall
Leslie-Ann Reed
Baroness Young
Appointed
in the year
(if applicable)
–
–
–
–
–
–
Resigned
in the year
(if applicable)
–
–
21 July 2021
–
–
–
6
36
n Male n Female
Balance of the Board
Tenure
2
1
1
4
2
2
2
n Chairman
n Non-Executive
n Executive
n 0–2 years
n 2–4 years
n 4–6 years
n 6+ years
The Committee met four times during 2021/2022. The Committee
members’ attendance can be seen on page 115 of this 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), succession planning, 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;
• 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.
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GovernanceStock code: BMYAnnual Report and Accounts 2022 Nomination Committee Report
continued
Activities of the Committee during the year
Shortly after the financial year end, the Nomination
Committee completed the process of recruiting a Non-
Executive Director to replace Steven Hall, who will not be
standing for re-election at the 2022 AGM. Dick Hawkes
Consulting was appointed to handle the search for his
replacement following an evaluation of the Board’s needs
and the particular skills required. The selection process
outlined above was followed. In March 2022, the Nomination
Committee recommended, and the Board approved, the
appointment of John Bason to the Board. A resolution for
his election will be formally put to Shareholders at the 2022
AGM.
Matters considered by the Committee during the year
included:
• Appointment of the Senior Independent Director;
• 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;
• Updates on diversity, equity and inclusion in general,
including progress against the Company’s Diversity,
Equity & Inclusion action plan and the linkage of diversity,
equity and inclusion to the Company’s strategy;
• 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 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, equity 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, equity and inclusion policy and related
HR strategies for the purposes of developing a strong and
diverse talent pipeline. The Committee receives updates
from Jenny Ridout, MD of the Non-Consumer Division and
the Chair of the Diversity, Equity and Inclusion Steering
Group on the implementation of diversity, equity and
inclusion measures across the Group at each Committee
meeting. From time to time, updates are also provided by
the Director of Human Resources and the Diversity and
Inclusion Manager.
Further information on diversity, equity and inclusion at
Bloomsbury can be found on pages 70 to 72 of this Annual
Report. The Committee has approved the Company’s
Diversity, Equity 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 (42.9%). When
Steven Hall steps down from the Board in July 2022, 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.
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 on page 117. 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 119.
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 is essential to ensure business continuity.
The Committee focuses on succession planning at Board
level in particular. 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. 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
118
www.bloomsbury.comBloomsbury Publishing Plc to develop key individuals within the business. 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 on
pages 132 and 133 of this Annual Report.
Sir Richard Lambert
Chair of the Nomination Committee
15 June 2022
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.
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
1
2
3
4
5
6
7
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GovernanceStock code: BMYAnnual Report and Accounts 2022 Audit Committee Report
Dear Shareholder,
I am pleased to present my first report to you as Chair of the Audit
Committee which describes the Committee’s operations during
the financial year ended 28 February 2022. I would like to take
this opportunity to thank my predecessor, John Warren, for his
commitment and contribution during his time as Chair of the Audit
Committee.
Composition of the Committee
The Committee is comprised of three Independent Non-Executive
Directors. I am the Chair of the Committee. 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. 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.
John Bason, who was appointed to the Board shortly after the
financial year end, is also a member of the Committee and has
extensive financial experience. The members of the Committee
during the year were as follows:
Director
John Warren
(former Chair of the Committee)
Steven Hall
Leslie-Ann Reed
(Chair of the Committee)
Appointed
in the year
(if applicable)
Resigned
in the year
(if applicable)
–
–
–
21 July 2021
–
–
Full biographical details of each Committee member are set out on
pages 102 and 103.
The Committee met three times during 2021/2022. The Committee
members’ attendance can be seen on page 115 of this Annual
Report. In addition to Committee members, the External
Auditor, the Head of Internal Audit, the Chairman of the Board,
the Group Finance Director and the Chief Executive regularly
attend Committee meetings at the invitation of the Chair of the
Committee. Other attendees include members of the Finance team
and other Directors. There is a standing item on the agenda for the
External Auditor and Internal Auditor 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 issues and 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 assessing the role and 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.
120
www.bloomsbury.comBloomsbury Publishing Plc Activities of the Committee during the year
During the year, amongst other matters, the Committee
considered:
• 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;
• Key accounting estimates and judgements;
• The independence, 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 functions;
• Ongoing monitoring of the measures taken by the
Company to mitigate against Cyber Security risk;
• 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
Principal Risks and Risk Management section on pages 93
to 98, which also explains how each risk is managed and
mitigated; and
• Review of the 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, inventory provision and provision
against unearned author advances. Having reviewed
the assumptions made by the Executive team and their
consistency year-on-year with the exception of the author
advance provision post-publication period change as
disclosed in Note 2w(ii), the Committee was satisfied as
to the adequacy of the provisions;
• The adequacy of sensitivity disclosures in relation to
Academic & Professional and Special Interest goodwill
(Note 12). 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 assessment of the Group’s viability and the
appropriateness of the going concern assumption.
The Executive team had prepared a detailed forecast
of future cash flows which had been flexed to reflect
the possible future impact of key risks to the business.
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;
and
• The adequacy of the accounting and disclosures for the
ABC-CLIO, LLC and Head of Zeus Limited acquisitions
in the year (Note 10). Having reviewed the accounting
and disclosures for the two acquisitions in the year, the
Committee determined that the acquisition accounting
and disclosure had been undertaken appropriately but
notes that for ABC-CLIO, LLC that it remains provisional
as at 28 February 2022.
These matters are discussed in more detail in the
Independent Auditor’s Report on pages 146 to 156.
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 (“KPMG”)
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.
Anna Barrell has been KPMG’s audit partner for the
Company since the 2020/2021 audit and attended all
meetings of the Committee.
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.
Details of the amounts paid to KPMG are provided in
Note 4.
External Audit tender
KPMG has been the Group’s External Auditor since July
2013. Mindful of the requirements of the UK Corporate
Governance Code that the audit be put out to tender every
ten years, the Company notified KPMG of its intention to
put the audit out to tender during 2022, with a view to a new
firm being appointed to audit the financial statements for the
year ending 28 February 2023.
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continued
The tender process involved an audit tender team lead by
Leslie-Ann Reed, and comprising Nigel Newton, Penny
Scott-Bayfield, Richard Lambert, John Bason and Steven
Hall, as well as support from senior representatives of the
Finance team. Following careful review, the team reached a
recommendation to appoint Crowe U.K. LLP (“Crowe”) as
External Auditor following an assessment of the quality of
service provided, the expertise and resources made available
to the Group and the effectiveness of the audit process.
Following the conclusion of the tender process in June
2022, the Committee recommended and the Board
is recommending the appointment of Crowe for the
year ending 28 February 2023. Crowe will therefore be
recommended for election as the Company’s auditors at
the AGM in July 2022.
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.
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 procedures 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
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 2019/2020, 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 2021/2022.
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 information governance. Grant Thornton
conducted internal audits on this area and the findings of
the audit was reported to the Committee. The Committee
considered the issues and risk arising from the audit, 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.
122
www.bloomsbury.comBloomsbury Publishing Plc The Principal Risks and Risk Management section on pages
93 to 98 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.
• Risk and control review: The framework for oversight
of the Group’s internal controls and risk management
process by the Board and the Audit Committee is
described on page 122. 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..
• 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 President
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 COVID-19 in 2020, 2021 and 2022, 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 2021/2022, 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 2021/2022 Board evaluation,
confirmed that the Committee was continuing to function
effectively.
Leslie-Ann Reed
Chair of the Audit Committee
15 June 2022
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GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Remuneration Report
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report
(the “Report”) for the year ended 28 February 2022.
The Report has been prepared on behalf of the Bloomsbury
Board by the Remuneration Committee and has been
approved by the Board.
Performance and reward for 2021/2022
As outlined in the Chairman’s Statement and the Chief
Executive’s Review, the Group delivered an excellent set of
results for the year to 28 February 2022, reflecting the strength
and resilience of our business and the successful execution
of our core publishing priorities as well as our digital and
acquisition strategy. Alongside this strong performance, we
successfully mitigated macroeconomic challenges including
the impact of print supply chain challenges, and the business
remains confident in the long-term strategy.
Group profits before taxation and highlighted items grew
by 40% to £26.7 million. Adjusted diluted earnings per share
grew by 39% to 25.94 pence. A reconciliation between
GAAP profit and Non-GAAP profit measures can be found
in the Financial Review section on pages 47 to 50.
The Company intends to declare a final dividend for
the year of 9.40 pence per share, subject to approval by
Shareholders. This would result in a total dividend for the
year of 10.74 pence per share.
Annual bonus
Annual bonus payments to the Executive Directors are based
on a combination of financial and strategic measures. The
majority (70%) of the bonus is based on the achievement of a
profit target, the remainder (30%) is based on the achievement
of strategic objectives. Having adjusted the structure of the
bonus in operation for 2020/2021 in light of the COVID-19
impact, the Committee reinstated the strategic element of
the bonus for 2021/2022. Consistent with the prior year, a key
feature of this plan is the extension of participation across the
Group to ensure alignment of reward across our colleagues.
At the start of the year, the Committee set a stretching target
for profit before tax, highlighted items and acquired tangible
amortisation (“Adjusted profit”) of £19.4 million after assessing
various factors, including both internal and external forecasts.
As set out in the Strategic Report, Bloomsbury delivered
excellent performance for 2021/2022 achieving an Adjusted
profit of £26.7 million and the bonus pool was funded in full.
Therefore, this element of the bonus paid out in full.
The Committee originally agreed a strategic objective on
inventory reduction. Significant supply chain challenges
emerged during the course of the year to which the
Company responded by being agile with its printers, printing
earlier and working with its customers to deliver earlier. These
tactics ensured books were available in the peak periods
at the start of the academic year in the Autumn and in the
run-up to Christmas, contributing to the Company’s very
strong sales. In this context, the original reduction objective
was no longer appropriate. In light of these challenges and
their mitigation by the Company, the Committee exercised
its discretion to disapply the inventory objective (weighted at
3% of the overall bonus) and to reallocate it to the Consumer
and Non-Consumer targets. Very strong achievement against
each of the remaining strategic objectives enabled full
payment of this element of the bonus.
The Group has delivered outstanding financial
performance, made substantial progress on strategic
initiatives and created significant value for our Shareholders
via dividends and share price progression. In this context,
the Committee considers the outcomes under the
all-employee and Executive bonus plans to be a fair
reflection of performance during the year. The outcome
of the 2021/2022 bonus is also shown in Part B of the
Remuneration Report on page 135.
Long-Term Incentive Plan (“LTIP”) vesting
The LTIP awards granted on 21 August 2019 (“2019 PSP
Award”) are due to vest in August 2022 and were subject to
equally weighted EPS and ROCE performance conditions.
Bloomsbury delivered annual EPS growth of 18.6% in excess
of RPI over the three-year performance period, and ROCE
of 20.4%, exceeding the stretch hurdles originally set.
Accordingly, the 2019 PSP Award will vest on 21 August 2022
at 100% of maximum. The Committee considers that this
result appropriately reflects the progress Bloomsbury has
made over the last three years, the underlying financial
performance and the experience of our Shareholders. 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
2019 PSP Award is also shown in tabular form in Part B of the
Remuneration Report on page 137.
124
www.bloomsbury.comBloomsbury Publishing Plc Under the normal three-year renewal cycle, the
Remuneration Policy will need to be presented to
Shareholders for approval at the 2023 AGM. Over the
coming months, the Remuneration Committee intends to
undertake a review of current arrangements to ensure that
they remain aligned with the long-term strategic priorities
of the Group and our Shareholders as well as evolving
market and best practice. The Committee would seek to
suitably engage with major investors regarding any material
changes in our approach to pay.
Director changes
As announced in the Trading Update after the 2021/2022
year end, John Bason joined the Board as a Non-Executive
Director on 1 April 2022. John is currently the Finance
Director of Associated British Foods Plc, having been
appointed in May 1999. He is also Chairman of the charity
FareShare. John has also become a member of the
Remuneration, Audit and Nomination Committees.
I will be stepping down from the Board at the conclusion
of Bloomsbury’s 2022 AGM. It is intended that I will be
succeeded by John Bason as Chair of the Remuneration
Committee. I would like to take the opportunity to thank
my fellow Committee members for their support during my
tenure, and our Shareholders for their strong support of our
approach to pay.
We hope that you will find this 2021/2022 Remuneration
Report clear and helpful, and of course we welcome
Shareholder feedback.
Steven Hall
Chair of the Remuneration Committee
15 June 2022
Review of the Remuneration Policy and
remuneration arrangements for 2022/2023
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, in 2020/2021, the Executive
Directors voluntarily agreed to reduce their long-standing
contractual pension benefits to 12% of salary, with effect
from 1 September 2020. From 1 March 2022, the rate was
reduced to 9.5% of salary and it is intended that the rate be
reduced further to 7% from 1 March 2023, so that it is in line
with the all-employee rate. 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).
For the year ending 28 February 2023, no major changes are
proposed and the Committee has decided to implement
the Remuneration Policy as follows:
• In recent years, the Committee has sought to align
the approach to annual salary increases for Executive
Directors and senior management with that adopted
for the wider workforce. Salary increases for Executive
Directors will be at the rate offered to the wider
workforce (5% of salary).
• The structure of the annual bonus for 2022/2023 will
broadly replicate that of 2021/2022. As in previous
years, 70% of the maximum bonus will be based on
profit before taxation and highlighted items and 30%
on strategic objectives. As sustainability forms a key
part of the Company’s overall strategy, the strategic
targets will include targets linked to our goal in reducing
Scope 1 and Scope 2 emissions by 2030. The maximum
bonus potential will remain unchanged at 100% of
salary. The Committee will have the discretion to reduce
any payment under the bonus if it feels 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 and 2021
PSP Awards will be replicated for the 2022 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. For the 2022 PSP Awards, the Committee has
approved a significant increase in the stretch of the targets
compared to last year, reflecting the scale and ambition
within the Group’s plans. Further detail on the targets is
set out on page 139.
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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.
Simplicity – remuneration
structures should avoid
complexity and their rationale
and operation should be easy to
understand.
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.
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.
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.
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 131.
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.
Alignment to culture – incentive
schemes should drive behaviours
consistent with Company
purpose, values and strategy.
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.
126
www.bloomsbury.comBloomsbury Publishing Plc 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 135 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.
Element
Salary
Pension
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
• Provides role-
appropriate retirement
benefits
• Opportunity for
Executive Directors to
contribute to their own
retirement plan
Operation
Maximum opportunity
Performance targets
• 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
• N/A
• 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
• N/A
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. Following
the 2020 AGM, the
Executive Directors
voluntarily agreed to
a gradual reduction
in benefit levels, so
that they align with
the wider workforce
rates with effect from
1 March 2023.
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continued
Element
Purpose and link
to strategy
Other benefits
• To aid retention and
recruitment
Operation
Maximum opportunity
Performance targets
• There is no maximum
but benefits will be
appropriate in the
context of the role
• N/A
• Benefits include but
are not limited to:
company car or car
allowance, and the
provision of private
medical/permanent
health insurance and
life assurance
Annual bonus
• Incentivises annual
• Normally paid in cash,
• 100% of salary
• Group financial
delivery of financial and
strategic goals
• Maximum bonus only
payable for achieving
demanding targets
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
objectives (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 are set
out below
128
www.bloomsbury.comBloomsbury Publishing Plc Element
Long-term incentives:
Performance Share Plan
(PSP)
Purpose and link
to strategy
• Aligned to main
strategic objectives of
delivering sustainable
profit growth and
Shareholder return
Operation
Maximum opportunity
Performance targets
• Normal grant policy is
100% of basic salary in
respect of any financial
year
• Under the Shareholder-
approved plan rules,
enhanced award levels
may be granted up to
150% of salary (e.g.
upon an Executive
Director’s appointment)
• 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
• Vesting of PSP Awards
will be based on
performance against
relevant financial and
strategic non-financial
metrics as determined
by the Committee
• Up to 25% of awards
will vest at threshold
performance,
increasing to full
vesting at maximum
performance levels
• For awards granted
in 2022, 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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GovernanceStock code: BMYAnnual Report and Accounts 2022 Element
All-employee share
plans
Directors’ Remuneration Report
continued
Purpose and link
to strategy
Operation
Maximum opportunity
Performance targets
• To encourage
• Eligible to participate
• Prevailing HMRC limits
• N/A
share ownership
by employees and
therefore alignment
with Shareholders
apply
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 2022/2023 is set out in the Annual Report on Remuneration.
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 2022 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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www.bloomsbury.comBloomsbury Publishing Plc Further details
Reward scenarios
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
• 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.
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 2022/2023,
in line with the Remuneration Policy, is illustrated in the bar charts below.
Nigel Newton
2,000,000
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
£1,568k
31%
32%
37%
£1,817k
41%
27%
32%
£1,071k
23%
23%
54%
£537k
100%
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
(with 50% share
price increase)
Fixed pay
Annual bonus
PSP
Penny Scott-Bayfield
£655k
23%
24%
53%
£344k
100%
£966k
32%
32%
36%
£1,121k
41%
28%
31%
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
(with 50% share
price increase)
Fixed pay
Annual bonus
PSP
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
Notes:
1 The minimum performance scenario comprises the fixed elements of remuneration
only, based on salary, pension and car allowance as per policy for 2022/2023.
2 The target level of bonus is assumed to be 50% of the maximum bonus opportunity
(50% of salary), and the target level of PSP vesting is assumed to be 50% of the face
value, assuming a normal grant level (50% 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 2022. Benefits used is as
disclosed in the single figure table on page 134 for the year ending 28 February 2022.
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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continued
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 pro-rated 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.
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 details 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.
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.
132
www.bloomsbury.comBloomsbury Publishing Plc Remuneration Policy for Non-Executive Directors
The Policy on Non-Executive Director fees is set out below.
Element
Non-Executive Director
fees
Purpose and link
to strategy
• Reflects responsibilities
and time commitments
of each role
• Reflects fees paid
by similarly sized
companies
Operation
Maximum opportunity
Performance targets
• No maximum fee or
• N/A
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
• The Chairman and
Non-Executive
Directors receive 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
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.
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.
133
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Part B
1 (AUDITED INFORMATION) Single total figure table of remuneration for 2021/2022
Directors’ remuneration for 2021/2022
Details of the remuneration of each of the Directors are as follows:
Year
ended
28
February
Basic
salary
or fees
£’000
Benefits
£’000
Annual
bonus3
£’000
Long-term
incentives4, 5
£’000
Pension
benefits
£’000
Executive Directors
Nigel Newton
Penny Scott-Bayfield
Non-Executive Directors
Sir Richard Lambert
John Warren1
Steven Hall
Leslie-Ann Reed
Baroness Lola
Young of Hornsey2
Total
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
474
464
296
269
115
113
17
43
44
43
43
40
41
7
1,030
979
28
27
4
3
–
–
–
–
–
–
–
–
–
–
32
30
474
139
296
81
–
–
–
–
–
–
–
–
–
–
770
220
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
559
554
333
308
115
113
17
43
44
43
43
40
41
1,265
938
706
336
–
–
–
–
–
–
–
–
–
Total
£’000
1,824
1,492
1,039
644
115
113
17
43
44
43
43
40
41
791
799
410
255
–
–
–
–
–
–
–
–
–
57
63
33
36
–
–
–
–
–
–
–
–
–
–
1,201
1,054
–
90
99
7
3,123
2,382
7
1,152
1,108
–
1,971
1,274
1 John Warren resigned as a Non-Executive Director and Senior Independent Director of the Company on 21 July 2021. His 2022 fees are up
until the date of his resignation.
2 Baroness Young was appointed as a Non-Executive Director of the Company on 1 January 2021. Her 2021 fees are from the date of her
appointment.
3 Figures shown for bonus payments relate to performance during the relevant financial year.
4 Figures shown for 2022 relate to PSP Awards granted in 2019 (at a share price of £2.30), which will vest following completion of the three-
year performance on 21 August 2022. 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 2022 of £3.6226 and are inclusive of dividend equivalents. Of these values,
£261,748 and £135,569 relate to share price growth over the performance period for Nigel Newton and Penny Scott-Bayfield, respectively.
5 Figures shown for 2021 relate to the PSP Awards granted in 2018 (at a share price of £2.20), inclusive of dividend equivalents, which vested
following completion of the three-year performance on 30 July 2021. The value of the award has been restated to reflect the share price
on the date of vesting of £3.61. Of these values, £284,610 and £90,846 relate to share price growth over the performance period for Nigel
Newton and Penny Scott-Bayfield respectively.
Further details on each element of remuneration is set out under the relevant heading below.
Basic salary
The Executive Directors all received an increase in basic salary of 2% with effect from 1 March 2021, which was in line with
the average salary increases for all employees across the Group.
The basic salaries from 1 March 2021 were £474,000 and £296,000 for Nigel Newton and Penny Scott-Bayfield respectively.
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.
134
www.bloomsbury.comBloomsbury Publishing Plc 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 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 pension benefits 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 Executive Directors pension contributions were reduced to 12% of salary. The retirement benefit was
then further reduced to 9.5% of salary with effect from 1 March 2022 and it is intended that the rate be reduced further to 7% of
salary from 1 March 2023 so that it is in line with the all-employee rate.
Directors may elect to receive a cash alternative in lieu of payments by the Company into their private pension
arrangements.
Bonus for 2021/2022
The maximum bonus potential for 2021/2022 for Executive Directors was 100% of salary. As detailed in last year’s Directors’
Remuneration Report, the bonus is structured so that 25% is awarded 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. For the Executive Directors, 70% of the bonus relates to the profit element,
and 30% relates to other strategic objectives.
Profit element
At the start of the year, the Committee set a stretching target for Adjusted profit of £19.4 million after assessing various
factors including the Group’s budget and external analyst consensus forecasts. Bonus awards of 25% of maximum begin to
accrue at this level of profit until 60% of the bonus pool is self-funded. Outcomes of 75% of maximum required adjusted
profit of £20.1 million, with the maximum award payable for profit of £21.3 million.
As set out in the Chairman’s Statement and the Chief Executive’s Review, Bloomsbury delivered an excellent set of
results for the year ended 28 February 2022, achieving profit before taxation and highlighted items (“Adjusted Profit”) of
£26.7 million. Therefore, this element of the bonus paid out in full.
Strategic element
At the start of the year, the Committee reinstated the strategic element of the bonus scheme for the Executive Directors.
The Committee initially approved five strategic objectives, relating to earlier profit realisation, Non-Consumer profitability,
Consumer profitability, BDR revenue growth and inventory reduction.
During the year, the Committee noted that the inventory reduction target that was initially set (originally weighted at 3%
of the maximum bonus) was no longer appropriate given the changes in operational priorities. Specifically, the Company
took steps to improve the resilience of the supply chain to mitigate the supply chain challenges created by external factors.
This included earlier printing well in advance of the Company’s usual peaks in the run-up to Christmas and the beginning of
the academic year in the Autumn. The Company’s strategy of printing earlier, working with customers to deliver earlier and
being agile about where the Company printed continued to be essential in ensuring supply. In this context, the Committee
concluded that the original objective was no longer appropriate.
In light of this, the Committee exercised its discretion to disapply the inventory target and reallocate this weighting to the
elements linked to Consumer and Non-Consumer targets, increasing both of these from 5% to 6.5% respectively.
Strategic objective
Weightings
Metric
Medium
target
(pays 50%)
High target
(pays 100%)
Actual
Achieved
Earlier profit realisation
7%
Adjusted profit
£17.3m
Adjusted profit
£5.5m
£19.0m
£5.8m
£22.8m
£9.1m
7%
6.5%
Non-Consumer Division
Performance
Consumer Division
Performance
BDR Growth
Total
6.5%
6.5%
10%
30%
Adjusted profit
£13.9m
£14.6m
£17.8m
6.5%
BDR revenue
£14.9m
£16.4m
£18.6m
10%
30%
By reference to the achievement of each Executive Director against the profit element and strategic element detailed in the
table above, the bonus paid out at 100% of maximum (i.e. 100% of salary). The Committee considers the level of payout is
reflective of the outstanding overall performance of the Group as well as the experience of our Shareholders and employees.
135
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continued
Vesting of PSP Awards
The PSP Awards granted on 21 August 2019 (“2019 PSP Award”) are set to vest on 21 August 2022 based on performance over
a three-year period ending 28 February 2022. The performance conditions for this award are as disclosed in previous Annual
Reports. The level of vesting for the 2019 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
Actual
% Vesting
Relative EPS growth
(50% of awards)
ROCE1
(50% of awards)
Total estimated vesting
of 2019 PSP Awards
Compound annual growth in normalised
EPS over the performance period in excess
of annualised RPI (“Relative EPS growth”)
3%
8%
18.6%
ROCE measured in the last financial year of
the three-year performance period
12.2%
15.3%
20.4%
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.
Based on the above, values for the 2019 PSP Awards are as follows:
Type of award
Executive
Nigel Newton Conditional award
Penny
Scott-Bayfield
with EPS and ROCE
performance conditions
Number
of shares at
grant
197,901
102,500
Number
of shares
to lapse
0
0
Number
of shares
to vest
197,901
Number
of Dividend
Shares1
20,513
Total
218,414
102,500
10,624
113,124
Estimated
value
£’0002
791
410
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 2022 of £3.6226. The actual value of shares received
will vary depending on the share price at the end of the holding period.
Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our
Shareholders.
PSP Awards granted during 2021/2022
Details of PSP Awards granted in 2021/2022 (“2021 PSP Award”) are as follows:
Executive
Scheme
Date of grant
Date of vest
Basis of
award
(% of base
salary)
Nigel Newton
Penny
Scott-Bayfield
PSP
(Conditional
awards)
24 Aug 2021
24 Aug 2024
100%
24 Aug 2021
24 Aug 2024
100%
Face value1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
474
296
25%
25%
100%
100%
3 years to
28 February
2024
1 Face value was determined using a share price of 351p (closing mid-market price of a share on the dealing day before the grant was made).
Performance conditions in respect of the 2021 PSP Award:
Metric
EPS (before highlighted items)
Non-Consumer Operating Profit
Consumer Operating Profit
Bloomsbury Digital Resources (BDR) Revenue
Weighting
0% vesting
25% vesting
100% vesting
17.9p
60%
15%
£7.8 million
15% £10.9 million
10% £15.0 million
19.8p
£9.2 million
£11.9 million
£16.0 million
25.2p
£13.6 million
£14.9 million
£19.0 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.
136
www.bloomsbury.comBloomsbury Publishing Plc Payments to past Directors
There were no payments to past Directors during the year.
Payments for loss of office
There were no payments for loss of office during the year.
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
normally 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:
Date of
PSP award
21 August
2019
28 August
2020
24 August
2021
Due date of
exercise/
expiry
Nigel Newton 30 July 2018 30 July 2021
21 August
2022
28 August
2023
24 August
2024
30 July 2018 30 July 2021
21 August
2022
28 August
2023
24 August
2024
21 August
2019
28 August
2020
24 August
2021
Penny
Scott-Bayfield
Price at
grant date
(pence)
220.00p
At
1 March
2021
201,851
230.00p
197,901
209.00p
222,142
Awarded
during
the year
–
–
–
Exercised
during
the year
201,851
–
–
351.00p
220.00p
–
64,430
134,918
–
–
64,430
230.00p
102,500
209.00p
138,755
–
–
351.00p
–
84,273
–
–
–
Lapsed
during
the year
–
–
–
–
–
–
–
–
Share price
on date of
exercise
(pence)
361
At 28
February
2022
–
–
–
197,901
222,142
–
361
134,918
–
–
–
–
102,500
138,755
84,273
PSP Awards performance targets
Performance measures and targets for the 2019 PSP Award are detailed on page 136.
Performance measures and targets for the 2020 PSP Award are set out below:
Metric
EPS (before highlighted items)
Non-Consumer Operating Profit
Consumer Operating Profit
Bloomsbury Digital Resources (BDR) Revenue
Weighting
0% vesting
25% vesting
100% vesting
17.8p
60%
15%
£7.5 million
15% £10.4 million
10% £14.9 million
19.5p
£8.8 million
£10.7 million
£15.5 million
24.6p
£12.8 million
£11.6 million
£17.3 million
Performance measures and targets for the 2021 PSP Award are detailed on page 136.
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:
At
1 March
2021
Granted
during
the year
Exercised
during
the year
Lapsed
during
the year
At 28
February
2022
Exercise
price
(pence)
Date of
grant
Date from
which
exercisable Expiry date
Penny
Scott-Bayfield
9,740
–
–
–
9,740
184.8p 12 July 2019
Sept 2022
Mar 2023
137
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continued
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 2022 and the date of this report.
28 February
20226
1,306,694
37,117
10,317
–
3,271
–
–
1,357,399
Owned2
28 February
2021
1,190,405
–
10,317
10,317
3,271
–
–
1,214,310
PSP Awards
Unvested
Vested
Sharesave
options
unvested
554,961
325,528
–
–
–
–
–
880,489
–
–
–
–
–
–
–
–
–
9,740
–
–
–
–
–
9,740
Shareholding
Guideline
achieved1
%
200%
48%
N/A
N/A
N/A
N/A
N/A
Total
28 February
2022
1,861,655
372,385
10,317
–
3,271
–
–
2,247,628
Nigel Newton3
Penny Scott-Bayfield4
Sir Richard Lambert
John Warren5
Steven Hall
Leslie-Ann Reed
Baroness Young
Total
1 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 379 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 includes the shares of the Director and of connected persons.
3
4
In respect of the vesting of the 2018 PSP Award, Nigel Newton acquired 221,292 shares (comprising 201,851 vested PSP shares and 19,441 dividend
equivalent shares), out of which 105,003 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting.
He retained the balance of 116,289 shares.
In respect of the vesting of the 2018 PSP Award, Penny Scott-Bayfield acquired 70,635 shares (comprising 64,430 vested PSP shares and 6,205 dividend
equivalent shares) out of which 33,518 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting.
She retained a balance of 37,117 shares.
5 John Warren resigned as a Non-Executive Director and Senior Independent Director of the Company on 21 July 2021. The table above is reflective of his
interests in shares on the date he stepped down from the Board.
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 2021/2022 and that the pay outcomes
are aligned with the experience of Shareholders and other stakeholders over the relevant performance period.
Implementation of Remuneration Policy in 2022/2023
Annual salary increases for the Executive Directors and senior management are normally aligned with the approach adopted for the wider
workforce, other than in specific circumstances (e.g. adjustments to reflect change in role). The Committee is of the view that this continues
to be a good discipline as it increases consistency in the approach to pay across the workforce.
From 1 March 2022, the Executive Directors received a pay increase of 5% 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
138
From
1 March
2022
£’000
497
311
www.bloomsbury.comBloomsbury Publishing Plc Pension and benefits
In 2022/2023, pension contributions (as a percentage of base salary) for Executive Directors will be at 9.5%. Pension contributions for any
new Executive Director appointments will be set in line with the applicable wider workforce rate. As disclosed on page 135, it is intended
that the rate be reduced further from 1 March 2023 to 7% so that it is in line with the all-employee rate.
There will be no changes to other benefits.
Annual bonus
Annual bonuses for 2022/2023 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 be the same as for 2021/2022 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%). As sustainability forms key part of the Company’s overall strategy, the strategic element
includes targets relating to our goal to reduce Scope 1 and Scope 2 emissions by 2030. 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 stakeholder
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 2022/2023 (“2022 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 performance targets for the 2022 PSP Award have been significantly increased from prior awards, reflecting the scale and ambition of
the Group plans.
The 2022 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
28.7p
£9.8 million
30.2p
60%
15%
£10.9 million
15% £18.1 million £20.0 million
£24.3 million
10% £22.3 million
35.4p
£14.3 million
£25.8 million
£30.3 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 2022, the Non-Executive Directors received an increase to their fees of 5% in line with the increase for the general workforce.
Current annualised fees are as follows:
Non-Executive Director
Position
Sir Richard Lambert
Steven Hall
Leslie-Ann Reed
Baroness Young
John Bason1
Chairman of the Board, Chair of the Nomination Committee
Chair of the Remuneration Committee and Independent Non-Executive Director
Chair of the Audit Committee and Senior Independent Director
Independent Non-Executive Director
Independent Non-Executive Director
1 John Bason was appointed to the Board as a Non-Executive Director of the Company from 1 April 2022 at an annual fee of £43,000.
From
1 March
2022
£’000
121
46
46
43
43
139
GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Remuneration Report
continued
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 2012 to 28 February 2022 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.
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 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 (%)
28 Feb
2013
28 Feb
2014
28 Feb
2015
29 Feb
2016
28 Feb
2017
28 Feb
2018
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
28 Feb
2021
1,102
0%
96%
1,492
30%
100%
28 Feb
2022
1,824
100%
100%
140
www.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, and 28 February 2021 and 28 February 2022 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 on a full-time equivalent basis. This table will be built up over time to display
a five-year history:
Average change between 2021 and 2022
Salary/Fees
Benefits6
Bonus7
Average change between 2020 and 2021
Salary/Fees
Benefits
Bonus
Average employee1
Executive Directors
Nigel Newton
Penny Scott-Bayfield2
Non-Executive Directors
Sir Richard Lambert
John Warren3
Steven Hall
Leslie-Ann Reed4
Baroness Young5
2%
2%
10%
2%
n/a
2%
6%
(1)%
(5%)
67%
(2%)
(3%)
1,009%
7%
21%
n/a
n/a
n/a
n/a
n/a
240%
266%
n/a
n/a
n/a
n/a
n/a
2%
14%
2%
2%
4%
0%
n/a
8%
36%
n/a
n/a
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. The data for average
employees for 2021 has been restated to provide disclosure on a consistent basis to 2022.
2 Details in regard to Penny Scott-Bayfield’s salary increase is detailed in the Chair’s Annual Statement on page 109 of the 2021 Annual Report and Accounts.
As noted last year, Penny was initially appointed at a salary below that of her predecessor, and the salary levels was subsequently adjusted in August 2020 to
reflect her progress and performance in the role. This adjustment impacted the increase reported for 2021 and 2022. In future years, increases are expected
to be aligned with the wider workforce.
3 John Warren resigned as a Non-Executive Director and Senior Independent Director of the Company on 21 July 2021 and therefore percentage change in
remuneration for 2021 to 2022 is not applicable.
4 Leslie-Ann Reed was appointed to the Board on 17 July 2019. In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann
Reed’s salary for 2019/2020 has been annualised. On 21 July 2021, Leslie-Ann became Chair of the Audit Committee and Senior Independent Director.
5 Baroness Young was appointed to the Board on 1 January 2021. In order to provide a meaningful comparison with remuneration for 2021/2022, Baroness
Young’s salary for 2020/2021 has been annualised.
6 The benefits for the Executive Directors remained broadly unchanged and the fluctuations reported primarily relate to changes in premiums.
7
In 2019/2020, there was a nil payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
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 134 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
2020
20215
2022
Method1
A
A
A
25th
percentile pay
ratio2
Median pay
ratio3
75th
percentile pay
ratio4
39.5 : 1
51.1 : 1
59.8 : 1
30.8 : 1
40.5 : 1
47.5 : 1
21.6 : 1
28.8 : 1
33.5 : 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 2022 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 £25,500 salary and £30,485 total pay and benefits.
3 The relevant median values are £33,293 salary and £38,402 total pay and benefits.
4 The relevant 75th percentile values are £47,165 salary and £54,403 total pay and benefits.
5 The 2021 ratios have been restated to reflect the adjusted single total figure remuneration valuation for Nigel Newton, taking into account the updated
valuation for his 2018 PSP Award. The ratios previously disclosed in the 2021 Directors’ Remuneration Report were 45.8:1 (25th percentile), 36.3:1 (median)
and 25.8:1 (75th percentile).
141
GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Remuneration Report
continued
The Company believes the median pay ratio for the year ended 28 February 2022 is consistent with the pay, reward and progression policies
for the Company’s UK employees taken as a whole.
The Committee noted that although the pay ratios had increased in 2021/2022 as compared to prior years, this reflects the strong
performance in the relevant period. The Chief Executive’s pay for 2021/2022 included a bonus of 100% of salary and the 2019 PSP Award
which vested at maximum, reflecting the very significant outperformance in the year. In addition, the value of the Chief Executive’s single
figure was further enhanced by the material increase in the share price over the last three years. Share price growth represented around
one-third of the value reported in respect of the PSP.
A greater proportion of the Chief Executive’s and senior management’s 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. This means that there is greater variability in pay
at this level. The Committee therefore noted that pay ratios will continue to fluctuate in future years depending on the performance of the
business and associated outcomes of incentive plans in each year.
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 arrangements 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. Employees
are also able to direct questions or comments to the Committee on the approach to pay via a designated email address. This provides
a means of initiating a two-way dialogue where necessary. The communication is further supported by an expanded set of FAQs which
addresses many of the common queries raised by employees that are not expressly addressed in the formal Remuneration Policy.
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)
Voting at the Annual General Meeting
Year ended
28 February
2022
47.8
8.8
0.1
Year ended
28 February
2021
39.9
15.2
11.6
At the Annual General Meeting of 21 July 2021, the Annual Statement by the Chair of the Remuneration Committee and the Annual Report
on Directors’ Remuneration for the financial year ended 28 February 2021 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
Percentage
of the vote
52,831,777
556,752
53,388,529
602,674
98.96%
1.04%
100%
The Remuneration Policy was last put to Shareholders at the Annual General Meeting held on 21 July 2020 as an ordinary resolution. The
voting outcomes were as follows:
Number
of shares
Percentage
of the vote
47,009,932
2,204,768
49,214,700
25,340
95.52%
4.48%
100%
Votes cast in favour
Votes cast against
Total votes cast
Abstentions on voting cards
142
www.bloomsbury.comBloomsbury Publishing Plc 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)
–
–
–
–
–
–
21 July 2021
–
The Committee met five times during 2021/2022. The Committee members’ attendance can be seen on page 115 of this 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.
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 Report for the Annual Report and Accounts for the financial
year ended 28 February 2021;
• The approval of increases to the Executive Directors’ salaries and the Chairman of the Board’s fee;
• Review and approval of the Executive Directors’ remuneration packages;
• Review of the bonus plan achievement for 2020/2021;
• Review and approval of the bonus plan proposal and objectives for 2021/2022;
• Review and approval of the structure of a Group-wide bonus scheme;
• Review and approval of performance targets for the 2021 PSP Award;
• Review of the performance outcome of the 2018 PSP Award vest and payouts to the Executive Directors;
• Review of workforce engagement around Executive remuneration policies;
• Review of workforce remuneration policies;
• Review of alignment of Executive Directors’ pensions with the workforce;
• Review of the Committee evaluation; 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.
143
GovernanceStock code: BMYAnnual Report and Accounts 2022 Directors’ Remuneration Report
continued
Advisors to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisors. 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 £31,250 (excluding VAT).
During the year, Deloitte also provided broader HR
consulting services, valuations for share-based payments
and corporate 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
15 June 2022
144
www.bloomsbury.comBloomsbury Publishing Plc Financial
Statements
Independent Auditor’s Report 146
Notes to the
Consolidated Income Statement 157
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
Consolidated Statement
of Cash Flows
158
159
160
161
Financial Statements
Company Statement of
Financial Position
Company Statement of
Changes in Equity
Company Statement of
Cash Flows
Notes to the Company
Financial Statements
162
202
203
204
205
145
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 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 2022 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 2022
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting
standards 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.
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 4 September 2013. The period of total uninterrupted engagement is for the nine
financial years ended 28 February 2022. 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.
146
www.bloomsbury.comBloomsbury Publishing Plc Revenue returns provision – Group £15.3m (2021: £12.3m), Parent Company £5.2m (2021: £3.9m).
Refer to page 121 (Audit Committee Report), notes 2 and 32 on pages 162 and 205 (accounting policy) and note 20 and 41 on pages 188
and 210 (financial disclosures) Risk vs 2021. There has been no change in the risk level from prior year.
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 12 months of historical
data, with further adjustments made if deemed necessary.
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 degree of uncertainty has increased in the last two
years due to the impacts of COVID-19 and ongoing supply chain
disruption.
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 20 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. We critically
assessed whether necessary further amendments have been
made in response to the ongoing uncertain market conditions
and performed sensitivity analysis to assess the impact of these
amendments. Where specific amendments were made to reflect
sales and returns patterns, we challenged these amendments by
considering alternative inputs.
• Historical comparisons: We compared actual returns to the
provision in prior year to assess the historical accuracy of the
provision.
• Test of detail: We tested the inputs used in the returns provision
calculations at 28 February 2022 by agreeing inputs such as
historical sales and returns experienced to the 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
We found the level of the sales returns provision to be acceptable
(2021: acceptable).
147
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
Recoverability of advances – Group £28.7m (2021: £24.8m), Parent Company £13.9m (2021: £13.2m).
Refer to page 121 (Audit Committee Report), notes 2 and 32 on pages 162 and 205 (accounting policy) and note 19 and 40 on pages
187 and 209 (financial disclosures) Risk vs 2021 There has been no change in the risk level from prior year.
Significant judgement
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.
All royalty advances are assessed for indicators of impairment
each year in line with the requirements of IAS 36. Until a title is 12
months post publication in the UK and 6 months post publication
in the US, sales performance of the title is not considered to be a
reliable indicator of the long-term recoverability of advances and
therefore an impairment review would only be performed if there
were specific indicators of impairment, such as the cancellation of
a title. As described in the accounting policy for Author Advances
on page 169 in the financial statements, this period for US advances
was changed from 12 months to 6 months during the year ended 28
February 2022. This represents a significant judgement as using a
different period post publication could result in a materially different
provision.
For titles that are 12 months post publication in the UK and 6
months post publication in the US, the Group forecasts 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 and therefore as part of our risk assessment
we identified 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.
In conducting our final audit work, we reassessed the degree of
estimation uncertainty relating to future sales forecasts to be less
than materiality.
Our procedures included:
• Impairment of advances: We assessed author advances for
indicators of impairment under IAS 36.
• Sector experience: We used our sector experience and available
data to critically assess the appropriateness of management’s
judgement that until a title is 12 months post publication in the
UK and 6 months post publication in the US, sales performance
of the title is not considered to be a reliable indicator of the long-
term recoverability of advances.
• Evaluating application: We evaluated whether the change in
estimate relating to the Group’s royalty advance provisioning for
US titles was appropriate. For the UK, we assessed whether the
approach was consistently applied and remained appropriate,
reflecting the underlying trends in the data and with regard to
relevant accounting standards.
• Sector experience: We assessed the estimate of revenues used
in calculating the provision for unearned advances for titles
published more than one year ago (UK) / published more than 6
months ago (US).
• 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.
• 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.
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 (2021: acceptable)
148
www.bloomsbury.comBloomsbury Publishing Plc Valuation of intangible assets in relation the acquisition of ABC-CLIO, LLC (“ABC-CLIO”) and Head of Zeus Limited (“HoZ”) – £19.5m.
Refer to page 121 (Audit Committee Report), note 2 on page 162 (accounting policy) and note 10 on pages 180 to 181 (financial
disclosures) Risk vs 2021 This is a new risk added in the current year as a result of the material business acquisitions during the year.
Subjective valuation
The Group completed two material acquisitions in the year as
follows:
Bloomsbury completed the acquisition of HoZ on 2 June 2021
for a total consideration, net of pre-existing third-party loans, of
£7 million and the acquisition of ABC-CLIO on 15 December 2021
for £16.6 million.
In accounting for these acquisitions, the Group needs to ensure all
separately identifiable assets are recognised at their acquisition-
date fair values. The valuation of intangible assets requires a
significant degree of judgement with estimates including the
trading performance of the acquired entities, the timing of future
cashflows and the discount rate applied.
The effect of these matters is that, as part of our risk assessment, we
determined that valuation of intangible assets identified in relation
to the acquisition of both entities 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. In
conducting our final audit work, we reassessed the degree of
estimation uncertainty to be less than materiality.
Our procedures included:
• Our sector experience: We engaged our valuations specialists to
evaluate key assumptions including such as the long-term growth
rate, tax amortisation benefits (“TAB”), discount rates and useful
economic lives (“UEL”).
• Methodology choice: We engaged our valuation specialists
to assess the methodology used in respect of intangible assets
recognised and to assess the completeness of the separately
identifiable intangible assets recognised.
• Tests of detail: We corroborated the Group’s calculations to
supporting documentation such as the Sale Purchase Agreement,
and supporting documentation relating to the balance sheet on
the date of acquisition;
• Sensitivity analysis: We considered sensitivity analysis performed
by management, as well as performing our own analysis where
appropriate, to assess the sensitivity of the valuation of intangible
assets to changes in the key assumptions, noted above.
• Historical comparisons: We evaluated how the Group’s
assumptions relating to future performance at the acquisition
date compared to actual performance, both prior to acquisition
and up to the balance sheet date; and
• Assessing transparency: We assessed the adequacy of the
Group’s disclosures in respect of the identification and valuation
of the business acquisition and the related intangible assets.
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 valuation of the intangible
assets acquired as part of the business combination to be
acceptable (2021: acceptable).
149
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to the members of Bloomsbury Publishing Plc continued
Carrying value of Goodwill (Academic & Professional) – £38.4m (2021: £35.9m) (Special Interest) – £5.0m (2020: £5.0m).
Refer to page 121 (Audit Committee Report), note 2 on page 162 (accounting policy) and note 12 on page 182 (financial disclosures)
Risk vs 2021 There has been no change in the risk level from prior year.
Forecast based valuation
The Group has historically acquired a number of businesses which
have been integrated into the Group’s four cash generating units
(CGUs). The majority of businesses have been integrated into the
Academic & Professional CGU.
The estimated recoverable amount is subjective due to the inherent
uncertainty involved in forecasting future cash flows and the
selection of an appropriate discount rate, which are the basis of the
assessment of recoverability. The value of goodwill in the Academic
& Professional of £38.4m represents 80% of the Group’s goodwill.
For the Special Interest CGU the future cashflows used in estimating
the recoverable amount are in excess of the historical results for the
CGU.
The effect of these matters is that, as part of our risk assessment,
we determined that the value in use of the Academic & Professional
and Special Interest CGUs have 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:
• Our sector experience: We evaluated the assumptions used,
in particular those relating to forecast revenue growth and profit
margins for each CGU using our industry knowledge;
• Benchmarking assumptions: We compared the Group’s
assumptions to externally derived data in relation to key
inputs such as projected economic growth, cost inflation and
discount rates;
• Sensitivity analysis: We performed breakeven analysis on the
assumptions noted above;
• Comparing valuations: We compared the sum of the discounted
cash flows to the Group’s market capitalisation to assess the
reasonableness of those cashflows; and
• 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 recoverable amount 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 Group’s conclusion that there is no impairment of
goodwill to be recognised in the Academic & Professional and
Special Interest CGUs to be acceptable. (2021 result: acceptable).
150
www.bloomsbury.comBloomsbury Publishing Plc
Parent: Recoverability of Parent Company’s investment in subsidiaries - £105.4m (2021: £81.2m)
Refer to page 121 (Audit Committee Report), note 32 on page 205 (accounting policy) and note 36 on page 208 (financial disclosures)
Risk vs 2021 The risk rating for this key audit matter has decreased compared to prior year due as the strong performance the last two
years has increased the level of headroom.
Lower risk, higher value
The carrying amount of the parent Company’s investments in
subsidiaries represents 46% (2021: 38%) of the parent Company’s
total assets. Their recoverability is not at high risk of significant
misstatement or subject to significant judgement.
However, 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.
.
Our procedures included:
Tests of detail: We compared the carrying amount of 100% of the
investment balance with the relevant subsidiaries’ value in use and
considered 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.
Sector experience: We used our sector experience to assess the
appropriateness of the discount rate for each cash generating
unit, with reference to external sources of data. We challenge the
judgements and assumptions used by the Group in their calculation
based on our knowledge of the business.
We performed the detailed tests above rather than seeking to rely
on any of the Company’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 (2021:
acceptable).
We continue to perform procedures over the going concern basis of preparation. However, following cash generated from operating
activities of £47.7m resulting in cash and cash equivalents of £41.2m (2021: £54.5m) at the year-end after cash outflow for purchase of
business of £22.9m and dividends paid of £15.2m, 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 for the Group financial statements as a whole was set at £1,100,000 (2021: £667,000), determined with reference to a benchmark
of group profit before tax, of which it represents 4.7% (2021: 4.7% of group profit before tax, normalised by averaging over the last three
years). In the prior year, we reflected the uncertainty relating to the impact of COVID-19 on the results of the Group by using the average
of three years’ PBT to calculate materiality. During the year we changed the benchmark used from an average over three years PBT to
calculating materiality using the group profit before tax.
Materiality for the parent company financial statements as a whole was set at £929,000 (2021: £566,000), determined with reference to a
benchmark of Company total revenue, of which it represents 1% (2021: 0.86% of revenue, normalised by averaging over the last three years).
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% (2021: 75%) of materiality for the financial statements as a whole, which equates to £825,000
(2021: £500,000) for the group and £700,000 (2021: £425,000) 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 £55,000 (2021: £33,350), in
addition to other identified misstatements that warranted reporting on qualitative grounds.
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to the members of Bloomsbury Publishing Plc continued
Scope
Of the group’s 4 (2021: 4) reporting components, we subjected 2 (2021: 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% (2021:92%)
Group profit before tax
95% (2021:87%)
Group total assets
95% (2021: 94%)
The remaining 8% (2021: 8%) of total group revenue, 5% (2021: 13%) of group profit before tax and 5% (2020: 6%) of total group assets is
represented by 2 (2021: 2) reporting components, none of which individually represented more than 8% (2021: 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 materiality, having regard to the mix of size and risk profile of the Group across the
components:
UK £929,000 (2021: £566,000)
USA £715,000 (2021: £433,000)
The work on both components and the parent Company was performed by the Group team.
The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control over
financial reporting.
4 The impact of climate change on our audit
We considered the impacts of climate change on the financial statements as part of our planning of the Group audit, including enquiries
of management to understand the extent of the potential impact of climate change risk on the Group’s financial statements. The key areas
of our consideration included the Group’s stated targets to reduce emissions, including the goal to be a net zero business no later than
2050, and its goal to reduce the environment impact of materials used in its products. We have reviewed the Group’s commitments and
the assumptions and financial analysis to support these commitments made in relation to climate change and agree with the conclusion
that in relation to scope 1 and 2 emissions, there is no material financial impact on the financial statements. The Group plans to prepare a
detailed analysis for scope 3 emissions in future and has disclosed this appropriately in the annual report. We also read the disclosure of
climate related information in the front half of the annual report and considered its consistency with the financial statements and our audit
knowledge. We have not been engaged to provide assurance over the accuracy of these disclosures
5 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 post-acquisition performance / trading volumes from businesses acquired during the year;
• current increased performance over the last two years may be short-term and trading volumes may return to pre-COVID-19 levels;
• increased costs as a result of rising inflation and talent management and retention;
• 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 comparing severe, but plausible
downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated
by the Group’s financial forecasts.
We considered 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, dependencies and related sensitivities.
152
www.bloomsbury.comBloomsbury Publishing Plc 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 110 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.
6 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, audit committee and remuneration committee minutes.
• Considering remuneration incentive schemes and performance targets for management and directors, including the EPS target for
management remuneration.
• 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 sales 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 revenue and cash.
• Assessing whether the judgements made in making significant accounting estimates are indicative of a potential 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.
The potential effect of these laws and regulations on the financial statements varies considerably.
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to the members of Bloomsbury Publishing Plc continued
Firstly, 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 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.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect
on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following
areas as those of which are most likely to have such an effect: data protection laws, anti-bribery, employment law, and certain aspects
of company legislation, recognizing the nature of the Group’s activities and its legal form. 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.
7 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 on page 98 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.
154
www.bloomsbury.comBloomsbury Publishing Plc We are also required to review the viability statement, set out on page 98 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 Framework 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.
8 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.
155
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
9 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 110, 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.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting
format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with that format.
10 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
15 Canada Square
London
E14 5GL
15 June 2022
156
www.bloomsbury.comBloomsbury Publishing Plc Consolidated Income Statement
For the year ended 28 February 2022
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 162 to 201 form part of these consolidated financial statements.
Year ended
28 February
2022
£’000
230,110
(107,948)
122,162
(29,808)
(69,675)
(117)
27,112
(4,550)
22,562
105
(486)
26,731
(4,550)
22,181
(5,291)
16,890
Year ended
28 February
2021
£’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
20.72p
20.33p
16.94p
16.71p
Notes
3
4
4
6
6
4
7
9
9
157
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Consolidated Statement of Comprehensive Income
For the year ended 28 February 2022
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
2022
£’000
16,890
Year ended
28 February
2021
£’000
13,697
1,497
(2,877)
(10)
1,487
18,377
89
(2,788)
10,909
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.
The accompanying notes form part of these financial statements.
158
www.bloomsbury.comBloomsbury Publishing Plc Consolidated Statement of Financial Position
As at 28 February 2022
28 February
2022
£’000
28 February
2021
£’000
Notes
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
The accompanying notes form part of these financial statements.
12
13
14
15
16
17
19
18
19
25
17
27
22
20
27
22
23
23
23
23
23
47,910
40,323
45
2,319
10,628
7,168
923
109,316
33,816
104,879
41,226
179,921
289,237
–
3,696
9,961
297
13,954
103,028
2,265
433
588
106,314
120,268
168,969
1,020
47,319
8,127
8,765
103,738
168,969
The financial statements were approved by the Board of Directors and authorised for issue on 15 June 2022.
J N Newton
Director
P Scott-Bayfield
Director
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
159
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Consolidated Statement of Changes in Equity
For the year ended 28 February 2022
Share
capital
£’000
942
–
Share
premium
£’000
39,388
–
Translation
reserve
£’000
9,507
–
Merger
reserve
£’000
1,803
–
Capital
redemption
reserve
£’000
22
–
Share-
based
payment
reserve
£’000
6,724
–
Own
shares
held by
EBT
£’000
(771)
–
Retained
earnings
£’000
Total
equity
£’000
92,058 149,673
13,697
13,697
–
–
–
47
31
–
–
–
–
–
7,931
–
–
–
–
–
–
78
1,020
7,931
47,319
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(2,877)
–
(2,877)
–
–
–
–
–
–
–
–
–
–
–
1,803
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
22
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,221
1,221
7,945
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(2,877)
89
13,786
89
10,909
–
(31)
7,978
–
(1,045)
(1,045)
(674)
1,298
–
(1,114)
(674)
184
–
–
3
–
3
1,221
624
7,667
(2,187)
(147) 103,657 168,249
–
16,890
16,890
–
–
–
–
1,497
(10)
16,880
(10)
18,377
–
(15,157)
(15,157)
(4,489)
2,084
–
(2,050)
(4,489)
34
–
1,547
–
–
408
–
408
1,547
–
–
–
–
–
–
–
–
6,630
–
1,497
–
1,497
–
–
–
–
–
–
1,020
–
47,319
–
8,127
–
1,803
–
22
1,547
9,492
(2,405)
(17,657)
(16,799)
(2,552) 103,738 168,969
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
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
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 2022
The accompanying notes form part of these financial statements.
160
www.bloomsbury.comBloomsbury Publishing Plc Consolidated Statement of Cash Flows
For the year ended 28 February 2022
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
Loss on disposal on intangible assets
Finance income
Finance costs
Share of loss of joint venture
Share-based payment charges
Tax expense
Increase in inventories
Decrease/(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 borrowing
Repayment of lease liabilities
Lease liabilities interest paid
Other interest paid
Net cash (used in) /generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gain/(loss) on cash and cash equivalents
Cash and cash equivalents at end of year
The accompanying notes form part of these financial statements.
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Notes
16,890
13,697
15
16
13
14
6
6
14
24
7
21
21
21
21
21
21
21
21
21
512
1,889
7,505
–
65
(105)
486
117
2,054
5,291
34,704
(2,745)
1,205
14,572
47,736
(7,927)
39,809
(644)
(3,693)
(22,913)
(3,650)
–
92
(30,808)
(15,157)
(4,489)
34
–
(1,097)
(1,862)
(419)
(55)
(23,045)
(14,044)
54,466
804
41,226
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
161
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
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 217. The consolidated financial statements of the Company as at and for the year ended 28 February 2022 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
The Group financial statements have been prepared and approved by the directors in accordance with UK-adopted international accounting
standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006.
b) Basis of preparation
The consolidated financial statements have been prepared on a going concern basis and under the historical cost convention as modified
by the revaluation of financial assets and liabilities at fair value.
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 98. The financial position of the Group, its cash flows and liquidity position are described in the Financial
Review on pages 45 to 50. In addition, note 26 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. This assumes:
• Print revenues are reduced by 20% during 2022/2023, with recovery during 2023/2024;
• Digital revenues are reduced by 20% during 2022/2023, with recovery during 2023/2024;
• Print costs are increased by 15% from 2022/2023 and staff costs are increased by 5% from 2023/2024;
• Downside assumptions about extended debtor days during 2022/2023, with recovery during 2023/2024;
• Cash preservation measures implemented and variable costs reduced.
At 28 February 2022, the Group had available liquidity of £51.2m, comprising central cash balances and its undrawn £10.0m Revolving Credit
Facility (“RCF”). The RCF agreement is to October 2024. Under the severe but plausible downside scenario, the Group would maintain
sufficient liquidity headroom even before modelling the mitigating effect of actions that management would take in the event that these
downside risks were to crystallise. Details of the bank facility and its covenants are shown in note 26c.
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 2022. The table below summarises the impact of these changes to the Group:
Accounting standard
Other standards
Description of change
A number of other new standard and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2021
Impact on financial statements
The standards and amendments have not had a material
impact on the Group. Additional disclosure has been
provided where relevant.
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
Other standards
Description of change
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022 and have not
been applied in preparing these financial statements.
Impact on 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.
162
www.bloomsbury.comBloomsbury Publishing Plc 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, Head of Zeus Limited and ABC - CLIO, LLC 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. The recently acquired Head of Zeus Limited and ABC - CLIO, LLC have a reporting period end of 31 December.
The Group financial statements includes the results for these subsidiaries for the period to 28 February.
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.
163
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
Accounting Policies continued
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.
164
www.bloomsbury.comBloomsbury Publishing Plc 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.
165
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
Accounting Policies continued
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
Trademarks
Product and systems development
– 5% to 21% per annum
– 3% to 14% per annum
– 7% to 9% per annum
– over the life of the trademark
– 10% 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.
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:
Short leasehold improvements
Furniture and fittings
Computers and other office equipment
Motor vehicles
– over the remaining life of the lease
– 10% per annum
– 20% per annum
– 25% per annum
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.
166
www.bloomsbury.comBloomsbury Publishing Plc 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.
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.
167
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
Accounting Policies continued
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 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 2018 and 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
and 2021 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 or Ghaidarov 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
Final dividends are recognised as liabilities once they are appropriately authorised by the Company’s shareholders. Interim dividends are
recorded when paid.
168
www.bloomsbury.comBloomsbury Publishing Plc 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. Revenue recognition has been removed as a critical accounting estimate and judgement as
the value and volume of transactions that requires judgement has reduced.
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. Book returns
The level of sales returns liability is set out in note 20.
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 8.5% of annual gross title sales (2021: 8.1%).
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 20 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in the year.
ii. Author advances
Trade and other receivables in the Group Statement of Financial Position, in note 19, 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 reporting period end date to assess if a provision
is required.
During the year ended 28 February 2022, the period post publication for US titles was changed from 12 months to 6 months. For US titles,
a period of 6 months after the initial publication date is sufficient in the Directors’ judgement to estimate the future sales of a title. This
assessment followed a review of sales history, including weighting of initial publication hardback sales, in the US market compared to other
markets. The impact of the change in estimate was a £1.3 million charge to the Income Statement.
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.
iii. 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 12. The
carrying value of the Company’s Investment in subsidiary companies is set out in note 36.
This is an estimate as it requires an estimation of future cash flows relating to each CGU or investment. 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. The Company tests the recoverability of investments annually.
Intangible assets and investment 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 12 details the assumptions used and sensitivities analysis performed on the value in use calculations for
goodwill. The key assumptions used in the cash flow projections for Investments are discount rates, long term growth rates, revenue growth
rates and forecast operating profits.
169
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
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 2022
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
93,039
(46,759)
46,280
(12,812)
Adult
Trade
£’000
55,157
(29,106)
26,051
(8,271)
Consumer
£’000
148,196
(75,865)
72,331
(21,083)
Academic &
Professional
£’000
59,328
(20,945)
38,383
(5,335)
Special
Interest
£’000
22,586
(11,138)
11,448
(3,390)
Non-
Consumer
£’000
81,914
(32,083)
49,831
(8,725)
33,468
17,780
51,248
33,048
8,058
41,106
Unallocated
£’000
–
–
–
–
–
Total
£’000
230,110
(107,948)
122,162
(29,808)
92,354
(17,506)
–
(15,732)
–
(33,238)
–
(23,907)
–
(7,980)
–
(31,887)
–
–
(117)
(65,125)
(117)
15,962
2,048
18,010
9,141
78
9,219
(117)
27,112
–
–
15,962
–
(162)
(272)
–
1,776
–
(94)
(272)
–
17,738
–
(256)
(2,349)
–
6,792
62
(115)
(214)
–
(136)
–
(48)
(2,563)
–
6,656
62
(163)
–
(1,715)
(1,832)
43
(67)
(2,835)
(1,715)
22,562
105
(486)
15,800
1,954
17,754
9,088
30
9,118
(141)
26,731
–
–
15,800
–
15,800
15,962
914
455
17,331
(272)
–
1,682
–
1,682
2,048
632
508
3,188
(272)
–
17,482
–
17,482
18,010
1,546
963
20,519
(2,349)
–
6,739
–
6,739
9,141
604
3,405
13,150
(214)
–
(184)
–
(184)
78
251
302
631
(2,563)
–
6,555
–
6,555
9,219
855
3,707
13,781
–
(1,715)
(1,856)
(5,291)
(7,147)
(2,835)
(1,715)
22,181
(5,291)
16,890
(117)
27,112
–
2,401
–
(117)
4,670
34,183
170
www.bloomsbury.comBloomsbury Publishing Plc 3. Revenue and segmental analysis continued
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)
(1,809)
5
17,349
(3,652)
13,697
(410)
19,637
–
2,279
–
(410)
3,676
25,592
171
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
3. Revenue and segmental analysis continued
Total assets
Children’s Trade
Adult Trade
Academic & Professional
Special Interest
Unallo1cated
Total assets
28 February
2022
£’000
13,633
13,513
78,096
13,170
170,825
289,237
28 February
2021
£’000
10,361
7,495
58,527
12,773
170,001
259,157
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 2022
Year ended 28 February 2021
United
Kingdom
£’000
143,192
117,429
North
America
£’000
69,651
53,872
Australia
£’000
13,133
11,084
India
£’000
4,134
2,751
Total
£’000
230,110
185,136
During the year, sales to one customer exceeded 10% of Group revenue (2021: one customer). The value of these sales was £67,811,000
(2021: £68,597,000). This customer purchases from all operating segments and represents 10% (2021: 13%) of gross trade receivables.
Analysis of non-current assets (excluding deferred tax assets) by geographic location
United Kingdom (country of domicile)
North America
Other
Total
Group revenues by product type
Year ended
28 February
2022
£’000
79,708
22,196
244
102,148
Year ended
28 February
2021
£’000
73,711
6,633
127
80,471
Year ended 28 February 2022
Print
Digital
Rights and services1
Total
Year ended 28 February 2021
Print
Digital
Rights and services1
Total
Children’s
Trade
£’000
79,053
10,511
3,475
93,039
Children’s
Trade
£’000
63,708
7,636
3,255
74,599
Adult
Trade
£’000
42,702
10,511
1,944
55,157
Adult
Trade
£’000
34,644
8,298
819
43,761
Consumer
£’000
121,755
21,022
5,419
148,196
Consumer
£’000
98,352
15,934
4,074
118,360
Academic &
Professional
£’000
29,996
27,150
2,182
59,328
Academic &
Professional
£’000
23,267
19,015
2,025
44,307
Special
Interest
£’000
18,632
2,354
1,600
22,586
Special
Interest
£’000
18,200
2,730
1,539
22,469
Non-
Consumer
£’000
48,628
29,504
3,782
81,914
Non-
Consumer
£’000
41,467
21,745
3,564
66,776
Total
£’000
170,383
50,526
9,201
230,110
Total
£’000
139,819
37,679
7,638
185,136
1 Rights and services revenue includes revenue from copyright and trademark licences, management contracts, advertising and publishing services.
172
www.bloomsbury.comBloomsbury Publishing Plc 3. Revenue and segmental analysis continued
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 19 for opening and closing balances of accrued income. Refer to note 20 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 2022
Print
Digital
Rights and services
Total
Year ended 28 February 2021
Print
Digital
Rights and services
Total
Deferred
income
£’000
445
8,627
4
9,076
Committed
sales
£’000
8,204
976
981
10,161
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
8,649
9,603
985
19,237
Total
remaining
transaction
price
£’000
5,127
5,681
1,452
12,260
Sales
£’000
170,383
50,526
9,201
230,110
Sales
£’000
139,819
37,679
7,638
185,136
2023
£’000
8,645
7,959
682
17,286
2022
£’000
5,127
4,409
683
10,219
2024
£’000
4
864
211
1,079
2023
£’000
–
654
532
1,186
2025
and later
£’000
–
780
92
872
2024
and later
£’000
–
618
237
855
173
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
4. Operating profit
Operating profit is stated after charging the following amounts:
Purchase of goods and changes in inventories
Auditor’s remuneration (see below)
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Highlighted items (see below)
Provision made against advances
Loss on disposal of intangibles assets
Exchange loss
Loss allowance for financial assets
Staff costs (excluding termination benefits)
Highlighted items
Legal and other professional fees on acquisitions
Integration and restructuring costs
Paycheck Protection Program grant
Other highlighted items
Amortisation of acquired intangible assets
Total highlighted items
Year ended
28 February
2022
£’000
59,209
484
512
1,889
4,550
6,115
65
245
646
47,806
Year ended
28 February
2022
£’000
1,317
398
–
1,715
2,835
4,550
Year ended
28 February
2021
£’000
47,802
360
473
1,806
1,804
3,656
–
924
1,934
39,940
Year ended
28 February
2021
£’000
203
1,076
(1,284)
(5)
1,809
1,804
Notes
18
15
16
5
Notes
13
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 2022, legal and other professional fees of £1,317,000 were incurred as a result of the Group’s acquisitions,
including ABC-CLIO, LLC, Head of Zeus Limited and certain assets of Red Globe Press. Integration and restructuring costs primarily relate to
the integration of the above acquisitions including restructuring and other restructuring in both divisions.
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. Integration and restructuring costs primarily
relate to restructuring in both divisions. The Paycheck Protection Program grant was received from the US Government’s Small Business
Administration.
Auditor’s remuneration
Amounts payable to KPMG LLP and its associates in respect of both audit and non-audit services are as follows:
Year ended 28 February 2022
Year ended 28 February 2021
UK
£’000
Overseas
£’000
Total
£’000
UK
£’000
Overseas
£’000
Total
£’000
322
153
475
200
100
300
–
–
322
9
–
162
9
–
484
5
45
250
10
–
110
15
45
360
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
174
www.bloomsbury.comBloomsbury Publishing Plc
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
Notes
25
24
Year ended
28 February
2022
£’000
40,296
3,697
1,759
2,054
47,806
658
48,464
Year ended
28 February
2021
£’000
33,515
3,339
1,670
1,416
39,940
1,004
40,944
For the year ended 28 February 2022 £247,000 (year ended 28 February 2021: £918,000) of termination benefits are included in restructuring
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
2022
£’000
680
138
818
Year ended
28 February
2021
£’000
600
119
719
Two (2021: three) Directors were accruing benefits during the year under defined contribution pension arrangements.
Total emoluments for Directors was:
Short-term employee benefits
Post-employment benefits
Total
Year ended
28 February
2022
£’000
1,831
92
1,923
Year ended
28 February
2021
£’000
1,113
114
1,227
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:
Short-term employee benefits
Post-employment benefits
Share-based payment charge
Total
Year ended
28 February
2022
£’000
4,068
173
1,150
5,391
Year ended
28 February
2021
£’000
2,486
208
1,083
3,777
175
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Notes
25
27
25
30
62
13
105
419
12
3
52
486
59
51
10
120
442
13
–
149
604
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Notes
17
3,243
(89)
3,310
(84)
6,380
(926)
317
144
(819)
195
(1,089)
5,291
2,865
(73)
1,742
362
4,896
(683)
–
132
(302)
(391)
(1,244)
3,652
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
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
176
www.bloomsbury.comBloomsbury Publishing Plc
7. Taxation continued
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% (2021: 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% (2021: 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 2022
Year ended
28 February 2021
£’000
22,181
%
100.0
£’000
17,349
4,214
19.0
3,296
16
(383)
–
946
(212)
144
(173)
512
5,064
227
–
5,291
0.1
(1.7)
–
4.3
(1.0)
0.7
(0.8)
2.3
22.9
1.0
–
23.9
80
(131)
(52)
444
217
132
289
(391)
3,884
38
(270)
3,652
%
100.0
19.0
0.5
(0.8)
(0.3)
2.6
1.2
0.8
1.7
(2.3)
22.4
0.2
(1.6)
21.0
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 the recognition of previously unrecognised tax losses 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.
For the year ended 28 February 2021 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.
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This increased
the Group’s current tax charge and decreased the net deferred tax asset by £144,000.
d) Tax effects of components of other comprehensive income
Before tax
2022
£’000
Tax charge
2022
£’000
After tax
2022
£’000
Before tax
2021
£’000
Tax charge
2021
£’000
After tax
2021
£’000
Exchange difference on translating foreign
operations
Remeasurements on the defined benefit
pension scheme
Other comprehensive income
1,497
(12)
1,485
–
2
2
1,497
(2,877)
(10)
1,487
110
(2,767)
–
(21)
(21)
(2,877)
89
(2,788)
177
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
8. Dividends
Amounts paid in the year
Prior period 7.58p final dividend per share (2021: –p)
Prior period 9.78p special dividend per share for the year (2021: –p)
Interim 1.34p dividend per share (2021: 1.28p)
Total dividend payments in the year
Amounts arising in respect of the year
Interim 1.34p dividend per share for the year (2021: 1.28p)
Proposed 9.40p final dividend per share for the year (2021: 7.58p)
Proposed –p special dividend per share for the year (2021: 9.78p)
Total dividend 10.74p per share for the year (2021: 18.64p)
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
6,141
7,923
1,093
15,157
1,093
7,671
–
8,764
–
–
1,045
1,045
1,045
6,182
7,976
15,203
The Directors are recommending a final dividend of 9.40 pence per share, which, subject to Shareholder approval at the Annual General
Meeting, will be paid on 26 August 2022 to Shareholders on the register at close of business on 29 July 2022.
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.
178
www.bloomsbury.comBloomsbury Publishing Plc
9. Earnings per share
The basic earnings per share for the year ended 28 February 2022 is calculated using a weighted average number of Ordinary shares in issue
of 81,532,620 (2021: 80,867,938) 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 earnings
Year ended
28 February
2022
Number
81,532,620
1,530,573
83,063,193
Year ended
28 February
2021
Number
80,867,938
1,082,577
81,950,515
£’000
16,890
20.72p
20.33p
£’000
21,548
26.43p
25.94p
£’000
13,697
16.94p
16.71p
£’000
15,310
18.93p
18.68p
Year ended
28 February
2022
£’000
22,181
2,835
1,715
26,731
Year ended
28 February
2021
£’000
17,349
1,809
(5)
19,153
5,291
(207)
99
5,183
21,548
3,652
(41)
232
3,843
15,310
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.
179
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
10. Business combinations
Head of Zeus Limited
On 2 June 2021 the Group acquired the issued share capital of Head of Zeus Limited (“HoZ”). The consideration, net of pre-existing third
party loans is £7.0 million, of which £5.5 million was satisfied in cash at completion, with £1.1 million paid in cash post completion, and £0.4
million of deferred consideration payable in cash subject to achievement of Netflix release targets. The latter element is discounted.
HoZ is an independent publisher of genre fiction and narrative non-fiction and children’s books, based in London. It has published many
bestsellers, won literary prizes and industry awards. The business will operate within Bloomsbury’s Consumer division.
The table below summarises the fair values to the Group included in the consolidated financial statements of the major categories of assets
and liabilities of HoZ at the date of acquisition.
Net assets acquired
Assets
Other intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Deferred tax liabilities
Lease liabilities
Total non-current liabilities
Trade and other liabilities
Borrowings
Lease liabilities
Current tax liabilities
Total current liabilities
Total liabilities
Identifiable net assets
Goodwill
Total
Fair value to
the Group
£’000
2,800
52
275
130
3,257
2,202
6,654
37
8,893
12,150
700
137
837
3,578
1,097
165
51
4,891
5,728
6,422
579
7,001
Identifiable intangible assets of £2,800,000 consist of publishing rights and imprints. The publishing rights have a useful life of 8 years and
imprints have a useful life of 8 years. The goodwill arising of £579,000 is attributable to the expected profitability of the acquired business
and the synergies expected to arise after the acquisition.
The gross contractual trade and other receivables at acquisition is £6,691,000 of which, as at the acquisition date, £37,000 is the best
estimate of the contractual cash flows that are not expected to be collected.
Transaction costs of £242,000 have been expensed in the year within administrative expenses.
From 2 June 2021, revenue of £9.0 million and profit attributable to owners of the Company of £0.1 million have been included in the
consolidated income statement for the period ended 28 February 2022 in relation to HoZ.
If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to shareholders of the combined entity for the current
period would have been £11.5 million and £0.2 million respectively. These pro forma amounts do not include any possible synergies from
the acquisition. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that
would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.
180
www.bloomsbury.comBloomsbury Publishing Plc 10. Business combinations continued
ABC - CLIO, LLC
On 15 December 2021 the Group acquired the members’ interest of ABC – CLIO, LLC (“ABC-CLIO”). The consideration, is £16.7 million,
of which £16.6 million was satisfied in cash at completion, with £0.1 million payable in cash post completion, subject to working capital and
other considerations.
ABC-CLIO is an established academic publisher of reference, nonfiction, online curriculum and professional development materials in
both print and digital formats for schools, academic libraries and public libraries, primarily in the USA. This acquisition further strengthens
Bloomsbury Digital Resources and significantly accelerates Bloomsbury’s academic publishing in North America, growing international
revenues. ABC-CLIO will operate within Bloomsbury’s Academic & Professional division.
The table below summarises the provisional fair values to the Group included in the consolidated financial statements of the major
categories of assets and liabilities of ABC-CLIO at the date of acquisition.
Net assets acquired
Assets
Other intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Lease liabilities
Total non-current liabilities
Trade and other liabilities
Lease liabilities
Current tax liabilities
Total current liabilities
Total liabilities
Identifiable net assets
Goodwill
Total
Provisional
fair value to
the Group
£’000
16,572
284
357
962
18,175
552
3,354
342
4,248
22,423
184
184
7,564
173
254
7,991
8.175
14,248
2,497
16,745
Identifiable intangible assets of £16,572,000 consist of publishing rights, imprints and product development. The publishing rights have a
useful life of 6-7 years, imprints have a useful life of 7 years and product development have a useful life of 10 years. The goodwill arising of
£2,497,000 is attributable to the expected profitability of the acquired business and the synergies expected to arise after the acquisition.
The gross contractual trade and other receivables at acquisition is £3,445,000 of which, as at the acquisition date, £91,000 is the best
estimate of the contractual cash flows that are not expected to be collected.
Transaction costs of £630,000 have been expensed in the year within administrative expenses.
From 16 December 2021, revenue of £2.2 million and profit attributable to owners of the Company of £0.4 million have been included in the
consolidated income statement for the period ended 28 February 2022 in relation to ABC-CLIO.
If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to shareholders of the combined entity for the current
period would have been £10.9 million and £1.3 million respectively. These pro forma amounts do not include any possible synergies from
the acquisition. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that
would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.
181
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
11. Rights to Assets
Red Globe Press
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 £3.2 million,
of which £1.8 million was satisfied in cash at completion and £1.3 million was satisfied in cash post completion during the year, with an
expected further £0.1 million to be satisfied post-year end 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 assets will operate within Bloomsbury’s Academic & Professional division. There are
opportunities for profit enhancements following the integration of the assets into Bloomsbury.
The Group has taken on Inventories, Advances and intangible assets associated with taking on the titles and digital products. No cash or
trade receivables transferred as part of the acquisition.
12. Goodwill
Cost
At start of year
Acquisitions
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
28 February
2022
£’000
28 February
2021
£’000
48,947
3,076
149
52,172
4,259
3
4,262
49,293
–
(346)
48,947
4,263
(4)
4,259
47,910
44,688
44,688
45,030
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
2022
£’000
1,767
2,819
38,371
4,953
47,910
28 February
2021
£’000
1,695
2,151
35,889
4,953
44,688
Children’s Trade
Adult Trade
Academic & Professional
Special Interest
Total
182
www.bloomsbury.comBloomsbury Publishing Plc
12. Goodwill continued
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 2023 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
2022
%
11.6
11.7
11.2
12.5
2021
%
10.6
10.6
10.2
11.4
2022
%
2.2
9.9
9.9
6.2
2021
%
0.3
10.8
3.9
2.7
2022
%
2.0
2.0
2.0
2.0
2021
%
1.8
1.8
1.8
1.8
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 2023 and five-
year plan. They incorporate future expectations of growth in backlist revenues and strategic plan for each publishing division.
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 Digital
Resources strategy to leverage our academic and professional IP assets into the academic library market, growing more high-quality digital
subscription income. This strategy includes successfully integrating recent acquisitions. 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 (2021: 2.5% increase, no impairment). A 2.5% absolute reduction in the Compound annual growth rate for revenue
(“CAGR”) to 7.4% would give rise to a £5.2 million impairment (2021: a 2.5% absolute reduction in the CAGR gives an impairment of
£13.3 million). Reducing the long-term growth rate to 0% would not give rise to an impairment (2021: 0%, no impairment).
Special Interest has the second largest goodwill and non-current assets as a proportion of revenue. 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 2.5% increase in the discount rate would not give rise
to an impairment (2021: 2.5% increase, no impairment). A 2.5% absolute reduction in the CAGR to 3.7% would give rise to a £2.0 million
impairment (2021: a 2.5% absolute reduction in the CAGR gives an impairment of £2.0 million). Reducing the long-term growth rate to 0%
would not give rise to an impairment (2021: 0%, no impairment).
183
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
13. Other intangible assets
Publishing
rights
£’000
17,892
1,474
–
–
(142)
19,224
12,373
3,418
–
–
2
35,017
11,178
–
1,120
(103)
12,195
–
1,907
52
14,154
Imprints
£’000
8,090
–
–
–
–
8,090
5,499
–
–
–
(23)
13,566
2,320
–
377
–
2,697
–
635
–
3,332
Subscriber
and
customer
relationships
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
4,417
–
–
–
(26)
4,391
–
–
–
–
12
4,403
3,375
–
312
(15)
3,672
–
293
7
3,972
262
18
–
–
(11)
269
–
28
–
–
6
303
19
–
34
–
53
–
18
1
72
8,813
891
–
(5)
(26)
9,673
–
717
–
–
12
10,402
5,931
(3)
1,101
(25)
7,004
–
1,025
12
8,041
13,528
2,503
745
–
(56)
16,720
1,668
2,472
371
(3,009)
28
18,250
9,221
–
2,541
(34)
11,728
(2,944)
3,627
26
12,437
672
392
(745)
–
–
319
–
442
(371)
–
–
390
–
–
–
–
–
–
–
–
–
Total
£’000
53,674
5,278
–
(5)
(261)
58,686
19,540
7,077
–
(3,009)
37
82,331
32,044
(3)
5,485
(177)
37,349
(2,944)
7,505
98
42,008
20,863
7,029
10,234
5,393
431
719
231
216
2,361
2,669
5,813
4,992
390
319
40,323
21,337
Cost
At 29 February 2020
Additions
Transfers
Disposals
Exchange differences
At 28 February 2021
Acquisitions¹
Additions2
Transfers
Disposals
Exchange differences
At 28 February 2022
Amortisation
At 29 February 2020
Disposals
Charge for the year
Exchange differences
At 28 February 2021
Disposals
Charge for the year
Exchange differences
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
1 The acquisitions relate to the Head of Zeus Limited and ABC-CLIO, LLC business combinations, see note 10.
2 The addition of £2,846,000 Publishing Rights relates to the acquisition of assets of Red Globe Press on 1 June 2021. The addition of £572,000 Publishing
Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
14. Investments
Joint venture
Total
The amounts recognised in the Income Statement are as follows:
Equity securities impairment
Joint venture
Total
The FVOCI equity investment in Cricket Properties was impaired in the prior year.
184
28 February
2022
£’000
45
45
28 February
2021
£’000
162
162
28 February
2022
£’000
–
(117)
(117)
28 February
2021
£’000
(300)
(110)
(410)
www.bloomsbury.comBloomsbury Publishing Plc 15. Property, plant and equipment
At 29 February 2020
Additions
Disposals
Exchange differences
At 28 February 2021
Acquisitions
Additions
Disposals
Exchange differences
At 28 February 2022
Depreciation
At 29 February 2020
Charge for the year
Disposals
Exchange differences
At 28 February 2021
Charge for the year
Disposals
Exchange differences
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
Short
leasehold
improvements
£’000
2,929
4
–
(11)
2,922
44
19
–
5
2,990
Furniture
and fittings
£’000
996
37
–
(35)
998
105
197
–
15
1,315
Computers
and other
office
equipment
£’000
2,834
381
(3)
(59)
3,153
187
428
–
25
3,793
1,812
125
–
(8)
1,929
129
–
4
2,062
928
993
874
59
–
(35)
898
54
–
16
968
347
100
2,175
289
(1)
(49)
2,414
329
–
21
2,764
1,029
739
Motor
vehicles
£’000
35
–
–
(4)
31
–
–
–
1
32
19
–
–
(2)
17
–
–
–
17
15
14
The depreciation charge is included in administrative expenses.
Total
£’000
6,794
422
(3)
(109)
7,104
336
644
–
46
8,130
4,880
473
(1)
(94)
5,258
512
–
41
5,811
2,319
1,846
185
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Notes to the Financial Statements
continued
16. Right-of-use assets
At 29 February 2020
Additions
Disposals
Exchange differences
At 28 February 2021
Acquisitions
Additions
Exchange differences
At 28 February 2022
Depreciation
At 29 February 2020
Charge for the year
Disposals
Exchange differences
At 28 February 2021
Charge for the year
Exchange differences
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
Property
£’000
14,973
–
(170)
(310)
14,493
580
216
144
15,433
1,687
1,735
(170)
(95)
3,157
1,741
59
4,957
10,476
11,336
Cars
£’000
90
67
(5)
–
152
–
33
–
185
45
59
(5)
–
99
54
–
153
32
53
Equipment
£’000
51
44
(42)
–
53
52
116
3
224
39
12
(42)
–
9
94
1
104
120
44
Total
£’000
15,114
111
(217)
(310)
14,698
632
365
147
15,842
1,771
1,806
(217)
(95)
3,265
1,889
60
5,214
10,628
11,433
The depreciation charge is included in administrative expenses.
17. 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
218
Retirement
benefit
obligation
£’000
65
Tax losses
£’000
274
Share-based
payments
£’000
282
Intangible
assets
£’000
(2,283)
Other
£’000
1,853
Total
£’000
409
65
–
–
(10)
329
137
820
–
–
1
1,287
191
–
–
–
409
(7)
(283)
–
–
–
119
(5)
(21)
–
–
39
–
6
2
–
–
47
67
–
3
–
352
–
194
–
408
–
954
(40)
966
1,244
–
–
–
(2,323)
(700)
–
–
(107)
2,712
962
(21)
3
(117)
1,518
392
(257)
609
1,089
–
–
(18)
(3,298)
–
–
80
4,363
2
408
63
3,472
At 29 February 2020
Credit/(charge) to the
income statement
Charge to other
comprehensive income
Credit to equity
Exchange differences
At 28 February 2021
Recognised on acquisition
Credit/(charge) to the
income statement
Credit to other
comprehensive income
Credit to equity
Exchange differences
At 28 February 2022
186
www.bloomsbury.comBloomsbury Publishing Plc
17. Deferred tax assets and liabilities continued
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.
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
2022
£’000
7,168
(3,696)
3,472
28 February
2021
£’000
3,904
(2,386)
1,518
28 February
2022
£’000
1,679
–
28 February
2021
£’000
1,751
–
At 28 February 2022, the Group had unrecognised trading losses of £6.7 million (2021: £8.9 million) and non-trading losses of approximately
£nil (2021: £nil). A deferred tax asset has not been recognised in respect of these taxable losses carried forward. Due to the nature of these
losses they cannot be offset against future Group profits.
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.
18. Inventories
Work in progress
Finished goods for resale
Total
28 February
2022
£’000
5,604
28,212
33,816
28 February
2021
£’000
4,946
21,828
26,774
The cost of inventories recognised as cost of sales amounted to £49,017,000 (2021: £39,187,000). In addition to this, the provision and write-
down of inventories to net realisable value recognised in cost of sales amounted to £10,192,000 (2021: £8,615,000).
19. 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
2022
£’000
28 February
2021
£’000
923
1,005
68,764
(3,551)
65,213
1,392
2,431
2,672
4,494
28,677
104,879
105,802
61,897
(3,230)
58,667
171
3,623
1,072
5,219
24,790
93,542
94,547
187
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
19. Trade and other receivables continued
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 2022, £7,145,000 (2021: £7,260,000) of royalty advances relate to titles expected to be published in more than
12 months’ time. If anticipated future sales were 10% higher or lower, the provision would have been £0.2 million lower or higher.
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 26. The average number of days’ credit taken for sales of books by the Group was 103 days
(2021: 116 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
20. 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
2022
£’000
3,230
128
1,134
(459)
(488)
6
3,551
28 February
2021
£’000
1,832
–
2,117
(515)
(183)
(21)
3,230
28 February
2022
£’000
28 February
2021
£’000
30,245
15,292
2,018
4,901
41,496
9,076
103,028
103,028
23,680
12,345
967
3,615
29,006
4,728
74,341
74,341
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 (2021: £1.5 million lower/higher).
Other payables principally comprises sub rights payable to authors. Accruals are higher than last year due to the higher royalty accrual, up
£4.8 million, and the £5.3 million employee bonus payable for the year (2021: £2.6 million).
188
www.bloomsbury.comBloomsbury Publishing Plc
21. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability
Equity
Bank
overdrafts
used for cash
management
purposes
£’000
–
Share
capital/ share
premium
£’000
48,339
Lease liability
£’000
12,943
–
–
–
–
–
(1,862)
(419)
(2,281)
–
1,024
121
419
1,564
–
12,226
–
–
(1,097)
–
(55)
(1,152)
1,097
–
–
55
1,152
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
48,339
Balance at 28 February 2021
Changes from financing cash flows
Dividend paid
Purchase of shares by the Employee
Benefit Trust
Proceeds from exercise of share options
Repayment of borrowings
Repayment of lease liabilities
Interest paid
Total changes from financing cash flows
Other changes
Liability-related
Borrowings recognised on acquisition
Right-of-use asset additions
Foreign exchange movements
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 28 February 2022
Other
reserves
£’000
16,253
Retained
earnings
£’000
103,657
Total
£’000
181,192
–
(15,157)
(15,157)
(4,489)
2,084
–
–
–
(2,405)
–
–
–
–
–
3,044
16,892
–
(2,050)
–
–
–
(17,207)
–
–
–
–
–
17,288
103,738
Liability
Equity
Bank
overdrafts
used for cash
management
purposes
£’000
–
Share
capital/ share
premium
£’000
40,330
Lease liability
£’000
14,530
–
–
–
–
(1,451)
(442)
(1,893)
111
(247)
442
306
–
12,943
–
–
–
–
–
(149)
(149)
–
–
149
149
–
–
–
7,978
–
–
–
–
7,978
–
–
–
–
31
48,339
Other
reserves
£’000
17,285
Retained
earnings
£’000
92,058
–
–
1,298
(674)
–
–
624
–
–
–
–
(1,656)
16,253
(1,045)
–
(1,114)
–
–
–
(2,159)
–
–
–
–
13,758
103,657
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
(4,489)
34
(1,097)
(1,862)
(474)
(23,045)
1,097
1,024
121
474
2,716
20,332
181,195
Total
£’000
164,203
(1,045)
7,978
184
(674)
(1,451)
(591)
4,401
111
(247)
591
455
12,133
181,192
189
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
22. Provisions
At 28 February 2021
Created in the year
Released in the year
Utilised in the year
Exchange difference
28 February 2022
Non-current
Current
Author
advances
£’000
513
225
(5)
(186)
18
565
–
565
Property
£’000
255
65
–
–
–
320
297
23
Total
£’000
768
290
(5)
(186)
18
885
297
588
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.
23. Share capital and other reserves
Share capital
Authorised:
108,811,552 Ordinary shares of 1.25p each (2021: 105,459,997 Ordinary shares of 1.25p each)
Allotted, called up and fully paid:
81,608,672 Ordinary shares of 1.25p each (2021: 81,608,672 Ordinary shares of 1.25p each)
28 February
2022
£’000
28 February
2021
£’000
1,360
1,020
1,318
1,020
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 2,162,194
(2021: 2,102,693) Ordinary shares with an aggregate nominal value of £27,027 (2021: £26,284) (see note 24).
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 24) 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 710,293 shares of the Company held at 28 February 2022 (2021: 57,480) in the EBT was £2,890,893 (2021: £154,046).
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 710,293 Ordinary shares of 1.25 pence being approximately 0.9% of the issued
Ordinary share capital.
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.
190
www.bloomsbury.comBloomsbury Publishing Plc
24. 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
2022
£’000
1,547
507
2,054
28 February
2021
£’000
1,221
195
1,416
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 2022 of £483,000 (2021: £253,000), 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 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 awards granted during the year ended February 2021 the award is subject to the following performance conditions; EPS
(60%), Non-Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). For details of the performance
conditions see the Directors’ Remuneration Report on pages 124 to 144. 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
2022
Number
1,572,390
489,116
(525,412)
–
1,536,094
505,622
Year ended
28 February
2022
–
17
1,906
Year ended
28 February
2021
Number
1,769,210
592,154
(530,624)
(258,350)
1,572,390
525,412
Year ended
28 February
2021
–
18
1,337
The share awards granted in the year to 28 February 2022 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
351 pence
–
3 years
42.95%
0.17%
271 – 351 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.
191
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
24. Share-based payments continued
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
2022
Number
530,303
170,772
(21,173)
(53,802)
626,100
1,310
Weighted
average
exercise price
2022
Pence
174
280
161
183
276
137
Share
options
2021
Number
359,050
327,035
(133,299)
(22,483)
530,303
9,432
2022
137–280
18
148
Weighted
average
exercise price
2021
Pence
164
169
137
143
174
137
2021
137–185
25
79
25. Retirement benefit obligations
Pension costs
The pension costs charged to the income statement of £1,773,000 (2021: £1,688,000) 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 £1,759,000 (2021: £1,670,000) represents contributions payable to these schemes by the
Group at rates specified in the rules of the schemes. At 28 February 2022, there were £nil prepaid contributions (28 February 2021: £nil). At
28 February 2022, there were £262,000 outstanding contributions (28 February 2021: £208,000).
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 2021 by a qualified independent
actuary.
Contributions were paid by the employer at the rate of £6,800 per month up until April 2021, plus expenses as and when required.
Contributions paid to the scheme during the year were £41,000 (2021: £79,000). As the scheme has an excess of assets compared to the
scheme liabilities the Directors’ best estimate of the contributions to be paid by the Group to the plan for the period commencing 1 March
2022 in respect of the deficit repair contributions is £nil. The Group will also pay contributions equal to the expense amount incurred over
the period, which is estimated to be £13,000. In addition, PPF levies and other administration expenses are payable by the Group as and
when due. At 28 February 2022, there were £nil prepaid or outstanding contributions (28 February 2021: £nil).
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 an asset
ceiling adjustment has been recognised.
192
www.bloomsbury.comBloomsbury Publishing Plc 25. Retirement benefit obligations continued
The financial assumptions used by the actuary for the update were as follows:
Discount rate
Inflation assumption
28 February
2022
£’000
2.60%
2.80–3.70%
28 February
2021
£’000
2.10%
2.30–3.20%
29 February
2020
£’000
1.70%
2.10–2.90%
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 2022 are 90% of the standard tables S2PxA, year of birth, no age rating for males and
females, projected using CMI_2020 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
2022
Years
24.5
26.6
22.8
24.8
28 February
2021
Years
24.5
26.6
22.8
24.8
Year ended
28 February
2022
£’000
(12)
13
(15)
(14)
Year ended
28 February
2021
£’000
(13)
10
(15)
(18)
A charge of £12,000 (2021: £13,000) has been included in finance costs and a credit of £13,000 (2021: £10,000) has been included in finance
income.
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 – (loss)/gain
Effects of changes in the financial assumptions underlying the present value of the defined
benefit obligation – gain
Total actuarial gains and losses (before restrictions due to some of the surplus not being
recognisable) – gain
Effect of asset ceiling (excluding amounts included in net interest cost) – loss
Total
Year ended
28 February
2022
£’000
(2)
(12)
Year ended
28 February
2021
£’000
12
98
56
42
(54)
(12)
49
159
(49)
110
193
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
25. Retirement benefit obligations continued
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:
Fair value of assets (with profit policy)
Present value of defined benefit obligations
Surplus 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
Interest income
Actuarial losses on asset ceiling
Impact of asset ceiling at the end of the year
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
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 £11,000 (2021: £22,000).
194
28 February
2022
£’000
655
(551)
104
(104)
–
–
–
28 February
2021
£’000
619
(584)
35
(49)
(14)
3
(11)
–
–
(14)
3
Year ended
28 February
2022
£’000
49
1
54
104
Year ended
28 February
2021
£’000
–
–
49
49
Year ended
28 February
2022
£’000
(584)
(15)
(12)
16
44
(551)
Year ended
28 February
2022
£’000
619
13
(2)
41
(16)
655
Year ended
28 February
2021
£’000
(818)
(15)
(13)
115
147
(584)
Year ended
28 February
2021
£’000
633
10
12
79
(115)
619
www.bloomsbury.comBloomsbury Publishing Plc
25. Retirement benefit obligations continued
Assets
With profits
Total assets
28 February
2022
£’000
655
655
28 February
2021
£’000
619
619
28 February
2020
£’000
633
633
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.
26. 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 2021.
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 23.
Categories of financial instruments
Investments available for sale
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
14
28 February
2022
£’000
28 February
2021
£’000
45
45
162
162
19
19
20
20
20
27
41,226
65,213
5,417
111,856
30,245
6,919
15,292
41,496
12,226
106,178
54,466
58,667
6,224
119,357
23,680
4,582
12,345
29,006
12,943
82,556
Net financial instruments
5,723
36,963
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.
195
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Notes to the Financial Statements
continued
26. Financial instruments and risk management continued
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
2022
£’000
28 February
2021
£’000
1,706
–
1,706
39,521
–
39,521
3,519
–
3,519
50,947
–
50,947
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 2022 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 (2021: 1%)
0.5% decrease in base rate of interest (2021: 0.5%)
28 February 2022
28 February 2021
Profit or loss
£’000
Equity
£’000
Profit or loss
£’000
Equity
£’000
363
(184)
–
–
322
(166)
–
–
(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.
196
www.bloomsbury.comBloomsbury Publishing Plc
26. Financial instruments and risk management continued
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
2022
£’000
59,358
44,646
1,217
4,212
2,423
111,856
28 February
2021
£’000
75,747
32,732
690
8,043
2,145
119,357
28 February
2022
£’000
69,939
27,881
675
6,058
1,625
106,178
28 February
2021
£’000
56,739
20,123
246
4,577
871
82,556
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
2022
£’000
28 February
2021
£’000
Impact on equity
10% weakening in US dollar against pound sterling (2021: 10%)
10% strengthening in US dollar against pound sterling (2021: 10%)
10% weakening in euro against pound sterling (2021: 10%)
10% strengthening in euro against pound sterling (2021: 10%)
10% weakening in AUS dollar against pound sterling (2021: 10%)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
10% weakening in INR against pound sterling (2021: 10%)
10% strengthening in INR against pound sterling (2021: 10%)
Impact on income statement
10% weakening in US dollar against pound sterling (2021: 10%)
10% strengthening in US dollar against pound sterling (2021: 10%)
10% weakening in euro against pound sterling (2021: 10%)
10% strengthening in euro against pound sterling (2021: 10%)
10% weakening in AUS dollar against pound sterling (2021: 10%)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
10% weakening in INR against pound sterling (2021: 10%)
10% strengthening in INR against pound sterling (2021: 10%)
(1,309)
1,309
–
–
171
(171)
(73)
73
(215)
215
(49)
49
(4)
4
–
–
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 19) 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.
(941)
1,150
–
–
(282)
344
(116)
142
(206)
251
(40)
49
(33)
41
–
–
197
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Notes to the Financial Statements
continued
26. Financial instruments and risk management continued
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 19.
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 2022, the exposure to credit risk for gross trade receivables by geographical region was as follows:
United Kingdom
North America
Australia
India
Total
28 February
2022
£’000
44,023
19,441
3,456
1,844
68,764
28 February
2021
£’000
39,394
17,901
3,039
1,563
61,897
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 87% (2021: 92%) of the North America trade receivable balance. In the United Kingdom balances
with the distributors make up 85% (2021: 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. 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 2022, the Group had £nil draw down (2021: £nil) of
this facility with £10.0 million of undrawn borrowing facilities (2021: £8.0 million) available.
The facility comprises a committed revolving credit facility of £10 million, 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 October 2024.
The Group’s financial liabilities are trade payables, accruals and other payables as shown above. All other financial liabilities are due within
one year.
198
www.bloomsbury.comBloomsbury Publishing Plc 27. 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 Consolidated Statement of Financial Position
Current
Non-current
28. Commitments and contingent liabilities
a) Capital commitments
Property, plant and equipment
Intangible assets
Total
28 February
2022
£’000
419
4
1
1,889
28 February
2021
£’000
442
4
1
1,806
Notes
6
16
28 February
2022
£’000
2,428
6,961
4,059
13,448
12,226
2,265
9,961
28 February
2021
£’000
1,943
7,218
5,288
14,449
12,943
1,808
11,135
28 February
2022
£’000
159
129
288
28 February
2021
£’000
–
118
118
b) Other commitments
The Group is committed to paying royalty advances to authors in subsequent financial years. At 28 February 2022, this commitment
amounted to £28,100,000 (2021: £20,580,000).
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 26c.
29. Related party transactions
The Group has no related party transactions other than key management remuneration as disclosed in note 5.
199
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Financial Statements
continued
30. Investments in subsidiary companies
The Group’s subsidiary companies at 28 February 2022 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
100%
Bloomsbury India UK Limited
Bloomsbury Publishing Inc.
Bloomsbury Information Limited
Bloomsbury Professional Limited
Bloomsbury Publishing PTY Limited
The Continuum International Publishing Group Limited
Hart Publishing Limited
Head of Zeus Limited
Bloomsbury Publishing Ireland 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
ABC - CLIO, LLC
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
All subsidiary undertakings are included in the consolidation.
England and Wales
USA
England and Wales
England and Wales
Australia
England and Wales
England and Wales
England and Wales
Ireland
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
USA
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
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%
100%
100%
Intermediate
holding company
Intermediate
holding company
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Publishing
Dormant
Publishing
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.
7.
8.
1.
1.
1.
1.
1.
1.
6.
1.
1.
1.
1.
1.
4.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
1.
5.
1.
1.
200
www.bloomsbury.comBloomsbury Publishing Plc 30. Investments in subsidiary companies continued
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.
6. 147 Castilian Drive, Goleta, CA 93117, USA.
7. 6th Floor Charlotte Building, 17 Gresse Street, London, W1T 1QL, United Kingdom.
8. C/O Deloitte Ireland LLP, 29 Earlsfort Terrace, Dublin 2, D02 AY28, Ireland.
For the year ended 28 February 2022, 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 2022 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, HuihHe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing, PRC.
Country of
incorporation
Proportion
of equity
capital held
Nature of
business
during the
year
Registered
office
201
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Company Statement of Financial Position
As at 28 February 2022
Company Number 1984336
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
The accompanying notes form part of these financial statements.
28 February
2022
£’000
28 February
2021
£’000
Notes
33
34
35
36
37
38
39
40
43
47
41
43
47
44
44
44
44
7,468
1,837
8,053
105,402
45
1,141
123,946
10,433
75,154
17,114
102,701
226,647
252
8,071
8,323
107,769
55
1,207
–
109,031
117,354
109,293
1,020
47,319
11,317
49,637
109,293
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
The Company financial statements were approved by the Board of Directors and authorised for issue on 15 June 2022.
J N Newton
Director
P Scott-Bayfield
Director
202
www.bloomsbury.comBloomsbury Publishing Plc
Company Statement of Changes in Equity
For the year ended 28 February 2022
Share
capital
£’000
942
Share
premium
£’000
39,388
Merger
reserve
£’000
1,803
Capital
redemption
reserve
£’000
22
Share–based
payment
reserve
£’000
6,724
Retained
earnings
£’000
52,259
Total
£’000
101,138
–
47
31
–
–
–
–
–
7,931
–
–
–
–
–
–
–
–
–
–
–
–
78
1,020
7,931
47,319
–
1,803
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,020
–
47,319
–
1,803
–
–
–
–
–
–
–
–
22
–
–
–
–
–
–
22
–
–
–
–
–
–
1,221
1,221
7,945
–
–
–
–
1,547
1,547
9,492
6,092
6,092
–
(31)
(1,045)
184
3
–
7,978
–
(1,045)
184
3
1,221
(889)
57,462
8,341
115,571
6,890
6,890
(15,157)
34
(15,157)
34
408
–
408
1,547
(14,715)
49,637
(13,168)
109,293
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
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 28 February 2022
The accompanying notes form part of these financial statements.
203
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Company Statement of Cash Flows
For the year ended 28 February 2022
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Notes
6,890
6,092
34
35
33
37
37
42
42
42
42
42
42
42
372
1,012
1,792
–
(86)
718
117
874
1,607
13,296
(2,679)
(2,904)
2,744
10,457
(3,269)
7,188
(555)
(6,619)
(3,650)
–
(1,210)
5
(12,029)
(15,157)
34
–
(922)
(287)
(42)
(16,374)
(21,215)
38,329
17,114
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
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)/decrease 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 (used in)/from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The accompanying notes form part of these financial statements.
204
www.bloomsbury.comBloomsbury Publishing Plc
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 217. The Company is primarily involved in the publication of books and other related services.
32. Significant accounting policies
a) Basis of preparation
The Company financial statements have been prepared and approved by the directors in accordance with UK-adopted international
accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006. The financial statements have been prepared
under the historical cost convention modified by the revaluation of financial assets and liabilities at fair value.
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 2023, 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 £6,890,000 (2021: £6,092,000).
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 2w 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 2022. The table below summarises the impact of these changes to the Company:
Accounting standard
Other standards
Description of change
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2021.
Impact on financial statements
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
Other standards
Description of change
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022 and have not
been applied in preparing these financial statements.
Impact on 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.
205
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Company Financial Statements
Accounting Policies continued
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 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 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 or 2021
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 29 February 2020
Additions1
At 28 February 2021
Transfers
Additions2
At 28 February 2022
Amortisation3
At 29 February 2020
Charge for the year
At 28 February 2021
Transfers
Charge for the year
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
Publishing
rights
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
730
1,474
2,204
–
3,418
5,622
687
85
772
–
494
1,266
4,356
1,432
–
–
–
115
28
143
–
–
–
31
18
49
94
–
8,918
1,298
10,216
(867)
707
10,056
5,854
1,201
7,055
(358)
1,018
7,715
2,341
3,161
–
–
–
763
489
1,252
–
–
–
327
262
589
663
–
–
–
–
(11)
25
14
–
–
–
–
–
–
14
–
Total
£’000
9,648
2,772
12,420
–
4,667
17,087
6,541
1,286
7,827
–
1,792
9,619
7,468
4,593
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 addition of £2,846,000 Publishing Rights and £39,000 Product Development relates to the acquisition of assets of Red Globe Press on 1 June 2021. The
addition of £572,000 Publishing Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
3 The amortisation charge of £1,792,000 (2021: £1,286,000) was included in administrative expenses in the year.
206
www.bloomsbury.comBloomsbury Publishing Plc
34. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Cost
At 29 February 2020
Additions
At 28 February 2021
Additions
At 28 February 2022
Depreciation
At 29 February 2020
Charge for the year
At 28 February 2021
Charge for the year
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
2,738
4
2,742
16
2,758
1,674
108
1,782
108
1,890
868
960
The depreciation charge of £372,000 (2021: £319,000) was included in administrative expenses.
35. Right-of-use assets
At 29 February 2020
Additions
Disposals
At 28 February 2021
Additions
At 28 February 2022
Depreciation
At 29 February 2020
Charge for the year
Disposals
At 28 February 2021
Charge for the year
At 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
Property
£’000
10,935
–
(170)
10,765
–
10,765
970
1,027
(170)
1,827
944
2,771
7,994
8,938
502
36
538
197
735
411
43
454
44
498
237
84
Cars
£’000
90
67
(5)
152
32
184
45
59
(5)
99
54
153
31
53
1,937
320
2,257
342
2,599
1,479
168
1,647
220
1,867
732
610
Equipment
£’000
42
44
(42)
44
–
44
36
8
(42)
2
14
16
28
42
Total
£’000
5,177
360
5,537
555
6,092
3,564
319
3,883
372
4,255
1,837
1,654
Total
£’000
11,067
111
(217)
10,961
32
10,993
1,051
1,094
(217)
1,928
1,012
2,940
8,053
9,033
207
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Notes to the Company Financial Statements
continued
36. Investment in subsidiary companies
Cost
At 28 February 2021
Additions
At 28 February 2022
Impairment
At 28 February 2021 and 28 February 2022
Net book value
At 28 February 2022
At 28 February 2021
£’000
93,905
24,243
118,148
12,746
105,402
81,159
Information on subsidiary companies is disclosed in note 30. The additions in the year relate to the Head of Zeus Limited acquisition and
further investment in Bloomsbury Book Publishing Limited.
37. Other investments
Joint venture
Total
The amounts recognised in the Income Statement are as follows:
Equity securities impairment
Joint venture loss
Total
28 February
2022
£’000
45
45
28 February
2021
£’000
162
162
Year ended
28 February
2022
£’000
–
(117)
(117)
Year ended
28 February
2021
£’000
(300)
(110)
(410)
The FVOCI equity investment in Cricket Properties Limited was impaired in the prior year.
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:
Property,
plant
and
equipment
£’000
(31)
(3)
–
(34)
(210)
–
(244)
Retirement
benefit
obligation
£’000
34
3
–
37
10
–
47
Share–based
payments
£’000
282
67
3
352
194
408
954
Provisions
£’000
218
201
–
419
(35)
–
384
Total
£’000
503
268
3
774
(41)
408
1,141
At 29 February 2020
(Charge)/credit to the income statement
Credit to equity
At 28 February 2021
(Charge)/credit to the income statement
Credit to equity
At 28 February 2022
208
www.bloomsbury.comBloomsbury Publishing Plc
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
2022
£’000
1,141
–
1,141
28 February
2021
£’000
774
–
774
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
2022
£’000
1,667
8,766
10,433
28 February
2021
£’000
1,272
5,473
6,745
The cost of inventories recognised as cost of sales amounted to £25,781,000 (2021: £20,253,000).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £3,827,000 (2021: £1,888,000).
40. Trade and other receivables
Current
Gross trade receivables
Less loss allowance
Net trade receivables
Amounts owed by Group undertakings
Income tax recoverable
Other receivables
Prepayments
Accrued income
Royalty advances
Total trade and other receivables
28 February
2022
£’000
28 February
2021
£’000
41,180
(2,428)
38,752
13,217
1,070
4,388
1,588
2,158
13,981
75,154
38,791
(2,664)
36,127
14,560
–
3,730
673
2,926
13,234
71,250
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 2022, £3,578,000 (2021: £4,859,000) of royalty advances relate to titles expected to be published in
more than 12 months’ time. If anticipated future sales were 10% higher or lower, the provision would have been £0.1 million lower or higher.
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 152 days (2021: 176 days).
209
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Company Financial Statements
continued
40. Trade and other receivables continued
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
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
2022
£’000
2,664
391
(223)
(404)
2,428
28 February
2021
£’000
1,575
1,704
(149)
(466)
2,664
28 February
2022
£’000
28 February
2021
£’000
6,034
5,189
70,073
1,715
2,189
22,569
107,769
107,769
4,979
3,908
59,502
692
2,221
16,167
87,469
87,469
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 (2021: £0.4 million). Accruals
are higher than last year at due to a higher royalty accrual, up £0.9 million, and a £5.3 million employee bonus payable for the year
(2021: £2.6 million).
42. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability
Equity
Bank
overdrafts
used for cash
management
purposes
£’000
–
Lease liability
£’000
10,168
Share
capital/share
premium
£’000
48,339
Other
reserves
£’000s
9,770
Retained
earnings
£’000
57,462
(15,157)
34
–
–
(15,123)
Total
£’000
125,739
(15,157)
34
(922)
(329)
(16,374)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
48,339
–
–
–
1,547
11,317
–
–
–
7,298
49,637
32
329
361
8,845
118,571
Balance at 28 February 2021
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
Right-of-use asset additions
Interest expense
Total liability-related other changes
Total equity-related other changes
Balance at 28 February 2022
210
–
–
(922)
(287)
(1,209)
32
287
319
–
9,278
–
–
–
(42)
(42)
–
42
42
–
–
www.bloomsbury.comBloomsbury Publishing Plc
Liability
Equity
Balance at 28 February 2020
Changes from financing cash flows
Dividend paid
Proceeds from share issue
Proceeds from exercise of share options
Repayment of lease liability
Interest paid
Lease liability
£’000
10,838
–
–
–
(781)
(308)
Total changes from financing cash flows
(1,089)
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
43. Provisions
111
308
419
–
10,168
At 28 February 2021
Created in the year
Released in the year
Utilised in the year
At 28 February 2022
Non-current
Current
Bank
overdrafts
used for cash
management
purposes
£’000
–
Share
capital/share
premium
£’000
40,330
Other
reserves
£’000s
8,549
Retained
earnings
£’000
52,259
–
–
–
–
–
–
–
–
–
–
–
–
7,978
–
–
–
7,978
–
–
–
31
48,339
–
–
–
–
–
–
–
–
–
1,221
9,770
Author
advance
£’000
116
55
(2)
(114)
55
–
55
(1,045)
–
184
–
–
(861)
–
–
–
6,064
57,462
Property
£’000
216
36
–
–
252
252
–
Total
£’000
111,976
(1,045)
7,978
184
(781)
(308)
6,028
111
308
419
7,316
125,739
Total
£’000
332
91
(2)
(114)
307
252
55
The property provision is in respect of dilapidations for the Bedford Square head office. 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.
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 23 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 2022, the Company had distributable reserves of £49.6 million. The total external dividends excluding the special dividend
relating to the year ended 28 February 2022 amounted to £8.8 million. The Company distributable reserves support 5.6 times this annual
dividend.
211
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Notes to the Company Financial Statements
continued
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 24.
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
2022
£’000
1,547
507
2,054
28 February
2021
£’000
1,221
195
1,416
£1,180,000 (2021: £795,000) 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 26 to
the consolidated financial statements.
Categories of financial instruments
28 February
2022
£’000
28 February
2021
£’000
Notes
37
40
40
40
41
41
41
47
45
45
162
162
17,114
13,217
38,752
2,158
71,241
6,034
5,189
21,908
3,904
70,073
9,278
116,386
38,329
14,560
36,127
2,926
91,942
4,979
3,908
16,000
2,913
59,502
10,168
97,470
(45,100)
(5,366)
28 February
2022
£’000
17,114
28 February
2021
£’000
38,329
Investments available for sale
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
Net financial instruments
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
Variable rate financial assets
212
www.bloomsbury.comBloomsbury Publishing Plc
46. Financial instruments and risk management continued
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 (2021: 1%)
0.5% decrease in base rate of interest (2021: 0.5%)
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts:
28 February
2022
£’000
28 February
2021
£’000
225
(112)
236
(118)
GBP
USD
EURO
AUD
Total
Loan and receivables
Financial liabilities
28 February
2022
£’000
68,509
1,476
1,217
39
71,241
28 February
2021
£’000
89,595
1,289
690
368
91,942
28 February
2022
£’000
115,640
71
675
–
116,386
28 February
2021
£’000
96,817
407
246
–
97,470
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 (2021: 10%)
10% strengthening in US dollar against pound sterling (2021: 10%)
10% weakening in euro against pound sterling (2021: 10%)
10% strengthening in euro against pound sterling (2021: 10%)
10% weakening in AUS dollar against pound sterling (2021: 10%)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
28 February
2022
£’000
28 February
2021
£’000
(128)
128
(50)
50
(4)
4
(80)
98
(41)
50
(33)
41
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 85% (2021: 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 COVID-19. 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 2022, the Group had £nil draw down (2021: £nil)
of this facility with £10.0 million of undrawn borrowing facilities (2021: £8.0 million) available.
The facility comprises a committed revolving credit facility of £10 million, 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 October 2024.
213
Financial StatementsStock code: BMYAnnual Report and Accounts 2022
Notes to the Company Financial Statements
continued
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 Company Statement of Financial Position
Current
Non-current
48. Commitments and contingent liabilities
a) Capital commitments
Property, plant and equipment
Intangible assets
Total
28 February
2022
£’000
1,262
4,966
4,054
10,282
9,278
1,207
8,071
28 February
2021
£’000
1,179
4,967
5,288
11,434
10,168
1,143
9,025
28 February
2022
£’000
159
129
288
28 February
2021
£’000
–
118
118
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. At 28 February 2022, this commitment amounted to
£15,826,000 (2021: £14,331,000).
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
2022
£’000
15,050
10,564
1
81
3
13,217
70,073
28 February
2021
£’000
10,482
8,135
2
96
15
14,560
59,502
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 (2021: £0.5 million).
Key management remuneration is disclosed in note 5.
214
www.bloomsbury.comBloomsbury Publishing Plc Additional
Information
Five Year Financial Summary
216
Company Information
Legal Notice
Notice of the
Annual General Meeting
217
218
219
215
Financial StatementsStock code: BMYAnnual Report and Accounts 2022 Five Year Financial Summary
Revenue
Adjusted profit†
Adjusted diluted EPS‡
Dividend per share^
Return on Capital Employed
Net assets
Net cash*
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
2022
£’000
230,110
26,731
25.94p
10.74p
20.4%
168,969
41,226
† 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. For the year ended 28 February 2020 and
before adjusted diluted EPS has been restated for the bonus issue of shares in 2021.
^ The dividend per share for the year ended 28 February 2021 includes a special dividend of 9.78 pence per share.
* Net cash is cash and cash equivalents net of the bank overdraft.
216
www.bloomsbury.comBloomsbury Publishing Plc Company Information
Chairman
Sir Richard Lambert – Non-Executive Chairman
Executive Directors
Independent Non-Executive Directors
Nigel Newton – Founder and Chief Executive
Penny Scott-Bayfield – Group Finance Director
Leslie-Ann Reed – Senior Independent Director
Steven Hall
Baroness Lola Young of Hornsey
John Bason
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
Banker
Stockbroker and Financial Adviser
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
217
Additional InformationStock code: BMYAnnual Report and Accounts 2022 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 93 to 98.
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.
218
www.bloomsbury.comBloomsbury Publishing Plc Notice of the Annual General Meeting
To be held at the offices of
Bloomsbury Publishing Plc
13 Bedford Square
London
WC1B 3RA
On Wednesday 20 July 2022 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.
219
Additional InformationStock code: BMYAnnual Report and Accounts 2022 Letter to Shareholders
15 June 2022
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
13 Bedford Square, London WC1B 3RA on Wednesday 20 July 2022 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 looking forward to welcoming Shareholders in person to our 2022 AGM, particularly given the constraints we have faced over the
last two years due to the COVID-19 pandemic. The Board continues to monitor the latest Government guidelines relating to COVID-19.
At the time of writing this letter, it is anticipated that there will be no restrictions on social contact or the meeting format at the time of
the AGM and therefore, Shareholders, proxies and corporate representatives will be able to attend and participate in the AGM. However,
Shareholders are encouraged to carefully consider whether it is appropriate to attend the AGM in person. The Board wishes to safeguard
the well-being of all the Company’s Directors, employees, Shareholders and other attendees and to minimise any public health risks from
public gatherings. Therefore, we request that any Shareholders who intend to attend the AGM take all necessary precautions to minimise
the risk of transmission of COVID-19. In particular, Shareholders and other attendees should not attend the AGM in person if they have
symptoms of, or have tested positive for, coronavirus. To this end, we encourage all prospective attendees to take a lateral flow test before
attending 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”.
The Government’s measures to help contain the spread of COVID-19 are of course subject to change and it may be necessary to change
the arrangements for the AGM at short notice should Government restrictions on public gatherings or other social distancing measures be
reintroduced. Any changes to the AGM arrangements will be communicated as early as possible via the Regulatory News Service and its
investor relations website (www.bloomsbury-ir.co.uk).
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.
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:
• Take a lateral flow test 24 hours prior to the AGM and only attend if this is negative;
• 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.
Communication of changes
Should the situation change such that 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 via the Regulatory News Service and its investor relations website (www.bloomsbury-ir.co.uk).
Resolutions
This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening the AGM. Notes
will also be found in the section entitled “Explanatory Notes to the Resolutions” relating to the resolutions that Shareholders will be asked
to consider and vote on at the AGM. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 15 will be proposed
as special resolutions.
If Shareholders have elected to receive information from the Company in hard copy, they will have received the Annual Report and Accounts
2022 with this document. Shareholders who have not elected to receive hard-copy documents can view or download the Annual Report and
Accounts 2022 and this Notice from our website at www.bloomsbury-ir.co.uk.
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www.bloomsbury.comBloomsbury Publishing Plc Voting by Proxy
All votes are important to us. Shareholders are strongly encouraged to participate by submitting a proxy vote in advance of
the meeting and appointing the Chair of the Meeting if they are unable to attend the AGM in person. This will ensure that
their vote will be counted if ultimately they (or any other proxy that otherwise might be appointed) are not able to attend
the meeting in person. If a Shareholder appoints a person other than the Chair of the Meeting as their duly appointed
proxy, it is important to bear in mind that if restrictions on public gatherings are reintroduced, their proxy may not be
permitted to attend the AGM and therefore would not be able to vote their shares.
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 18 July 2022 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.
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 Shareholders 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
15 June 2022
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Additional InformationStock code: BMYAnnual Report and Accounts 2022 Notice of the Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the “Company”) will be held at 13
Bedford Square, London WC1B 3RA on Wednesday 20 July 2022 at 12.00 noon.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions
13 to 15 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 2022, 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 2022, as set out on pages 124 to 125 and 134 to 144 respectively of the Company’s Annual Report and
Accounts for the year ended 28 February 2022.
3. To declare a final dividend for the year ended 28 February 2022 of 9.40 pence per Ordinary share.
4. To elect John Bason as a Director of the Company.
5. To re-elect Sir Richard Lambert as a Director of the Company.
6. To re-elect Nigel Newton as a Director of the Company.
7. To re-elect Leslie-Ann Reed as a Director of the Company.
8. To re-elect Penny Scott-Bayfield as a Director of the Company.
9. To re-elect Baroness Lola Young of Hornsey as a Director of the Company.
10. To appoint Crowe U.K. LLC 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.
11. 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 12 will be proposed as an
ordinary resolution and resolutions 13, 14 and 15 will be proposed as special resolutions.
12. 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.
ii.
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
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.
13. THAT: if Resolution 12 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;
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
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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.
14. THAT: if Resolution 12 is passed, the Directors be authorised, in addition to any authority granted under Resolution 13, to allot equity
securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by Resolution 12 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.
15. 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.
b.
c.
d.
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;
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;
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
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
15 June 2022
Registered Office
50 Bedford Square
London
WC1B 3DP
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Explanatory Notes to the Resolutions
Resolutions 1 to 12 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 13 to 15 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 2022, 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 124 to 125 and 134 to 144 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) – Final Dividend
The Board proposes a final dividend of 9.40 pence per share for the year ended 28 February 2022. If approved, the recommended final
dividend will be paid on 26 August 2022 to all Shareholders on the register on the record date of 29 July 2022. 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 £7.7 million, making approximately £8.8 million in aggregate for the interim and final dividend together for the year ended 28
February 2022.
Resolutions 4 to 9 (ordinary resolutions) – Reappointment of Directors
In accordance with Provision 18 of the UK Corporate Governance Code and the Articles, all the Directors are subject to annual re-election by
Shareholders. The election or re-election of Directors, if approved, will take effect at the conclusion of the meeting.
John Bason joined the Board as a Non-Executive Director on 1 April 2022 and will be seeking election at the AGM. Steven Hall will resign as
a Director of the Company and will therefore not be standing for re-election.
The Board has considered the appraisal of the performance of each Director offering themselves for re-election 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 election or re-election 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 102 to 103 of the Annual Report and Accounts.
The Board unanimously recommends the election or re-election of each of the Directors.
Resolution 10 (ordinary resolution) – Appointment of the Auditor
Following a tender process (details of which can be found on pages 121 to 122 of the Annual Report and Accounts), the Board, on the
recommendation of the Audit Committee, recommends the appointment of Crowe U.K. LLC (“Crowe”) as the new Auditor of the Company
for the financial year ending 28 February 2023. KPMG LLP will cease to hold office as the Company’s Auditor at the conclusion of the AGM
and has provided a statement as required by section 519 of the Companies Act 2006, which is set out in Appendix 1. Resolution 10 proposes
the appointment of Crowe as Auditor until the conclusion of the next Annual General Meeting.
Resolution 11 (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 2023.
Resolution 12 (ordinary resolution) – Authority to allot Ordinary shares
This is an ordinary resolution to replace the general authority, last given at the 2021 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 2022 Annual Report and Accounts, the Directors had beneficial
holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 1.66% 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 1.09% of the Ordinary shares in issue.
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www.bloomsbury.comBloomsbury Publishing Plc Resolutions 13 and 14 (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 13 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment authority given
to them by Resolution 12, 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 13 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 14 is to authorise
the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 12, 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 14 is
used, the Company will publish details of the placing in its next annual report.
If Resolutions 13 and 14 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 13 and 14 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 13 and 14. 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 15 (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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Additional InformationStock code: BMYAnnual Report and Accounts 2022 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 reminded that they may 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 18 July 2022 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. Government restrictions on public gatherings or other
social distancing measures being reintroduced 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 due to a change in the situation with the COVID-19 pandemic, we encourage 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 any applicable COVID-19 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 18 July 2022 (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 18 July 2022. 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 18 July 2022 (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 18 July 2022 (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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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 18
July 2022. 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 14 June 2022 (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 14 June 2022 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.
227
Additional InformationStock code: BMYAnnual Report and Accounts 2022
Explanatory Notes to the Notice
continued
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, and 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 2022 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 9:00 am to 5:30 pm, 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.
228
www.bloomsbury.comBloomsbury Publishing Plc Appendix 1
KPMG LLP
Audit
15 Canada Square
London E14 5GL
United Kingdom
Letter
Tel +44 (0) 20 7311 1000
Fax +44 (0) 20 7311 3311
Private & confidential
Bloomsbury Publishing PLC
50 Bedford Square
LONDON
WC1B 3DP
Our ref AR-1007
Contact Anna Barrell
Anna.Barrell@KPMG.co.uk
15 June 2022
Dear Sir/Madam,
Statement to Bloomsbury Publishing PLC (no. 01984336) on ceasing to hold
office as auditors pursuant to section 519 of the Companies Act 2006
The reason connected with our ceasing to hold office is the holding of a
competitive tender for the audit, in which we were not invited to participate.
Yours faithfully,
KPMG LLP
Audit registration number: 9188307
Audit registration address:
15 Canada Square
Canary Wharf, London E14 5GL
KPMG LLP, a UK limited liability partnership and a member firm of the
KPMG global organisation of independent member firms affiliated with
KPMG International Limited, a private English company limited by
guarantee.
Registered in England No OC301540
Registered office: 15 Canada Square, London, E14 5GL
For full details of our professional regulation please refer to
‘Regulatory information’ under ‘About’ at www.kpmg.com/uk
Reference - AR-1007
Document Classification - KPMG Highly Confidential
229
Additional InformationStock code: BMYAnnual Report and Accounts 2022 230
www.bloomsbury.comBloomsbury Publishing Plc Bloomsbury Publishing Plc
50 Bedford Square,
London, WC1B 3DP
United Kingdom
+44 (0)20 7631 5600
www.bloomsbury.com
www.bloomsbury-ir.co.uk
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