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8
Activating data
Annual Report and Accounts 2018
YouGov is an international
data and analytics group.
Our core offering of opinion
data is derived from our
highly participative panel
of 6 million people worldwide.
We combine this continuous
stream of data with our deep
research expertise and
broad industry experience
into a systematic research
and marketing platform.
YouGov Annual Report and Accounts 2018
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Contents
1 Strategic report
Chair’s statement
Our strategy
Our business model
Our reach
Our media presence
Our products and services
Chief Executive’s review
Chief Financial Officer’s report
Principal risks
2 Governance report
Chair’s Introduction and Corporate
Governance Statement
Board of Directors
Corporate Governance Report
Remuneration Report
Directors’ Report
Directors’ Responsibilities Statement
Independent Auditors’ Report to
the Members of YouGov plc on
the Group Financial Statements
4
6
8
9
10
12
26
29
36
40
42
44
50
55
58
59
3 Financial statements
Consolidated Income Statement
66
Consolidated Statement of Comprehensive Income 67
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Principal Accounting Policies of the
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Independent Auditors’ Report to the
Members of YouGov plc on the Parent Company
Financial Statements
Parent Company Statement of Financial Position
Parent Company Statement of Changes in Equity
Parent Company Statement of Cash Flows
68
69
70
71
82
108
111
112
113
Notes to the Parent Company Financial Statements 114
4 Additional information
Notice of Annual General Meeting
Notes to the Notice of Annual General Meeting
128
130
For more information visit:
yougov.co.uk/about/investors
Financial & operational highlights
• Group revenue increased by 9% to £116.6m (12% on a constant
currency basis)
• Adjusted operating profit up by 35% to £19.7m, adjusted profit
before tax up 42% to £23.3m and adjusted earnings per share
up by 52% to 16.6p
• Cash generated from operations (before paying interest and tax)
increased by 25% to £23.6m (2017: £18.9m)
• Strong cash conversion1 of 119% of adjusted operating profit
(2017: 130%)
• Net cash balance of £30.6m (2017: £23.2m)
• Recommended dividend increased by 50% to 3.0p per share
• Data Products and Services revenue up by 25% to £59.4m (28%
on a constant currency basis); now represents 50% of Group total
(2017: 44%)
– Data Products revenue increased by 26% (30% at constant
currency) to £30.4m
– Data Services revenue increased by 24% (26% at constant
currency) to £29.0m
• Data Products and Services adjusted operating profit increased
by 54%
• Custom Research revenue down by 3% (static at constant
currency) to £58.7m as expected due to strategic focus on higher
margin work; resulting in adjusted operating profit of £14.1m, an
increase of 59%
• US remains largest profit generator with adjusted operating profit
increasing by 78% to £16.6m
Summary of financial results
Turnover
£116.6m
2017: £107.0m
Adjusted earnings per share1
16.6p
2017: 10.9p
Adjusted operating profit1
Statutory profit before tax
£19.7m
2017: £14.5m
£11.8m
2017: £7.9m
Operating cash generation
Statutory operating profit
£23.6m
2017: £18.9m
£11.8m
2017: £7.6m
Adjusted profit before tax1
Statutory earnings per share
£23.3m
2017: £16.4m
7.7p
2017: 4.4p
1 Defined in the explanation of alternative performance measures on page 35.
1
1
2 YouGov Annual Report and Accounts 2018
Strategic
report
Chair’s statement
Our strategy
Our business model
Our reach
Our media presence
Our products and services
Chief Executive’s review
Chief Financial Officer’s report
Principal risks
4
6
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9
10
12
26
29
36
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3
STRATEGIC REPORT
Chair’s statement
for the year ended 31 July 2018
It has been another year of strong organic growth
in revenue well above the average across our
industry market rate1, with an improvement in
margins and a resulting increase in profitability.
YouGov has one of the world’s top international market research
and data analytics networks. We now operate from 35 offices
in 22 countries. This enables us to serve clients in more than 50
national markets. We operate a global panel of over 6 million
engaged panellists who share their data with us in ways that
are fully compliant with data protection and data privacy laws,
including the new European Union General Data Protection
Regulation (“GDPR”) which came into force during the year
bringing with it a higher standard for compliance.
Results and dividend
Group revenues of £116.6m were 9% up on the previous
financial year in reported terms and 12% up in constant currency.
Adjusted operating profit2 was up by 35% to £19.7m. This reflects
improved margins which resulted both from operating
efficiencies and a planned change of business mix in line with our
strategy to focus on subscription data products.
We ended the financial year in July with a net cash balance of
£30.6m. The Board is pleased with operating performance, which
is at the top end of the current five-year plan with a year to go,
and remains confident of future growth potential. Accordingly, we
are pleased to recommend a dividend increase of 50%
to 3.0 pence per share payable on 17 December 2018.
Strategy and the next five-year plan
The YouGov Board adopts a long-term planning process to allow
us to address changing market needs and to invest to have the
right skills, technology and resources to support our ambitions for
the business.
Our first five-year plan, which started on 1 August 2014 and will
end on 31 July 2019, gave priority to shifting the balance of the
business from one-off custom research to syndicated data
products provided on a subscription basis. This required us to
move further away from the traditional market research model
– a consulting model – to a real-time data analytics model.
We believe this syndicated-data subscription approach provides
us with a higher quality of earnings and is a better fit for the needs
of clients who increasingly demand rapid analysis of real-time
data on an international basis.
The Board is currently finalising our second five-year plan, which
will run for the period from 1 August 2018 to 31 July 2023. The two
plans will overlap for one year to avoid a “cliff-edge” of incentives
and thus avoid short-termist behaviour. We intend to share the
details of the new five-year plan with the Company’s major
shareholders, and to seek their feedback on a new long-term
incentive plan tied to it, in the spring of 2019.
1 According to the ESOMAR Global Market Research Report published in September 2018,
the global research market grew by 3.3% in 2017 (or by 1.0% after inflationary effects are
factored in).
2 Defined in the explanation of alternative performance measures on page 35.
4 YouGov Annual Report and Accounts 2018
Turnover £m
£116.6m
+ 9%
67.4
76.1
88.2
107.0
116.6
2014
2015
2016
2017
2018
Adjusted operating profit1 £m
£19.7m
+ 35%
7.4
8.6
10.9
14.5
19.7
2014
2015
2016
2017
2018
Operating cash generation £m
£23.6m
+ 25%
9.0
10.4
14.1
18.9
23.6
2014
2015
2016
2017
2018
Adjusted earnings per share2 pence
16.6p
+ 52%
6.1
7.0
8.8
10.9
16.6
2014
2015
2016
2017
2018
Adjusted profit before tax2 £m
£23.3m
+ 42%
7.7
9.1
13.3
16.4
23.3
2014
2015
2016
2017
2018
Statutory operating profit £m
£11.8m
+ 56%
1.0
2.9
4.3
7.6
11.8
2014
2015
2016
2017
2018
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The success of our
initial five-year plan
can be seen in the
outcome of this the
fourth year we have
reported.”
Board composition and governance
framework
The past year has seen changes as we have strengthened
our Board.
In December 2017, we appointed two new Executive Directors.
Alex McIntosh, previously the Group’s Chief Strategy Officer, was
promoted to the role of Chief Financial Officer and took over from
Alan Newman who retired in December 2017. Sundip Chahal,
the Group’s Chief Operating Officer since 2014, joined the Board
reflecting the increased scope of his role. Doug Rivers, Chief
Scientist, stepped down from the Board but continues in his full-
time senior executive role with an expanded remit for managing
the Group’s global technology development teams.
Additionally in December 2017, Andrea Newman joined us as
a Non-Executive Director. As the Global Head of Marketing –
Wealth and Brand Communications at HSBC Holdings plc she
brings great experience and insight into the needs of international
marketing clients.
After the start of the new financial year, in September 2018,
Ashley Martin joined us as a Non-Executive Director. With effect
from 1 November 2018, Ashley will chair the YouGov Board’s
Audit & Risk Committee, taking over from Nick Jones who will be
remaining on the Committee and continuing in his role as Senior
Independent Director.
To support our newly composed Board, during the year we
added additional resource to the Corporate Secretariat and
reviewed and updated our board evaluation and succession
planning procedures. We have been following the Quoted
Companies Alliance Corporate Governance Code since 2014.
We were pleased to adopt the revised code during the year (the
“QCA Code 2018”) and are confident in our application of its ten
principles in our governance framework. In line with the revised
code, it is intended that from the 2019 AGM onwards all Directors
will retire and be subject to re-election by the Shareholders at
each AGM.
With six independent Non-Executive Directors of varied
professional backgrounds, and three experienced Executive
Directors, we feel the YouGov Board exhibits a good balance of
skills and knowledge combined with the necessary challenge
and external perspective to support the increased scale and
ambition of our business.
Roger Parry
Chair
9 October 2018
5
STRATEGIC REPORT
STRATEGIC REPORT
Our strategy
In the early 2000s, then a fledgling UK-based
market research firm, YouGov pioneered the use
of the internet to undertake surveys and collect
the results. The YouGov model was founded on
our belief that, done properly, internet-based
research is more accurate than traditional
market research methods, while being faster,
more flexible and richer in data. Our traditional
competitors have, mostly, recognised this and
also moved to internet-based research.
Our business model has evolved in keeping with the growth of
internet usage, the advancement of big data analytics, and the
changing needs of our clients. In 2014, we adopted an ambitious
five-year plan for transitioning YouGov from a market research
business to a research data and analytics business. Key to
the transition plan have been the objectives of significantly
growing our Data Products and Services divisions, and better
aligning our Custom Research division with Data Products and
Services. In order to achieve these objectives we have invested
in developing not only our suite of products and services (see
pages 12 to 21), but also the technical infrastructure which
underpins it (see pages 22 and 23), as well as continuing to
innovate (see pages 24 and 25).
We are successfully implementing our clearly defined strategy
of developing smarter alternatives to traditional market research
– based on connected data, new analytical tools and innovative
applications – and bringing it all together into a single system
for applied research. As we move towards announcing our next
five-year plan, we are confident we have a clearly superior
product that is becoming ever more relevant to the market as we
continue to scale and innovate.
Marketers are in a constant arms race with each other for
greater efficiency in reaching their target groups and greater
effectiveness in converting them to buying. The key elements
of this arms race are the richness, relevance and accuracy of
marketing data, and the tools to activate data. Fall behind in
this race and you are taking a big risk as markets often change
quickly, decisively, and unexpectedly.
YouGov has continued to build a market leading position in each
of these elements. We have the best data and the best tools in
the market.
• The richness of our data – held in the Cube, our unique data
library – provides our clients with exceptionally granular insights
on their target audiences. The Cube holds more than 200,000
variables of data that are continuously being updated.
• The relevance of our data – collected from a proprietary panel of
over 6 million engaged members worldwide – means that it can
effectively be put to use in live marketing campaigns. The panel
provides single-source data collected across multiple devices,
media and environments to give the best insights.
• The accuracy of our data means that it is reliable, even at the
most granular level. This can often only be achieved using
advanced data analytics such as MRP (Multilevel Regression
with Post-stratification), an advanced statistical methodology
which YouGov pioneered and demonstrated to great success
in the 2017 UK General Election. We are now applying MRP to
other kinds of data, giving us a further competitive edge.
In addition to focussing on the quality of our data, we have
continued to make targeted investments in research and
development to develop innovative tools. For example, Crunch
allows users to process large data sets and conduct complex
analysis with drag-and-drop ease at browsable speeds. It is
becoming increasingly embedded in the workflows of our
leading clients. Another example is Collaborate, our new self-
service tool, which allows users to produce survey questionnaires
quickly and efficiently and enhances the commissioning
of research.
6 YouGov Annual Report and Accounts 2018
From A/B Testing to Artificial Intelligence, the technology of
decision-making is becoming ever more important to marketing
professionals. In response to this trend, YouGov is creating data
products that are less like conventional market research studies
and more like direct data applications – sophisticated tools
allowing rich, relevant and accurate data to be usable in
real-time.
We are shortly launching YouGov Ratings, our new popularity and
awareness metric for thousands of entities including celebrities,
politicians, sports teams, music acts and brands – available for
free on our website. Ratings has been designed as a showcase
for the quality and breadth of our data, to put YouGov at the heart
of everyday conversations.
YouGov has increasingly been supporting brands and media
agency clients with improved ad targeting. We have done this
through a new proposition, YouGov Audience Data, which fuses
YouGov Profiles with trusted partners that on-board our data
into the digital ecosystem. YouGov is further evolving the model
through the development of our new blockchain-based platform,
YouGov Direct. A prototype of the YouGov Direct platform will be
operational with a test panel and small group of pioneer clients
within this calendar year.
To create high-quality, in-depth, connected data – especially
since the introduction of the GDPR – one needs panellists
who are highly engaged and have granted (and frequently
updated) permissions for the use of their personal data by
third parties. In response to this, YouGov is innovating with
blockchain technology to deliver a way to permit and verify
the data exchange between our panellists and advertisers.
Through the design of a platform intended to make data users
(companies) accountable to individual data suppliers (panellists),
we are creating new opportunities for research, activation and
direct marketing.
In addition to these innovations, we have continued to focus
on improving the connectedness and interoperability of our
products and services aligning them in a single connected
system to support all stages of the marketing workflow. As our
system develops, so does the opportunity within our markets.
We envisage further growth opportunities for YouGov as we
begin to play an upstream role in the marketing ecosystem,
details of which will be provided when we announce our new
five-year strategic plan in Spring 2019.
Stephan Shakespeare
Chief Executive Officer
9 October 2018
YouGov ranked
in the top ten fastest
growing businesses
in the MRS Research
Live Industry
Report 2018
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7
STRATEGIC REPORT
Our business model
YouGov is an international research data and analytics group.
Our value chain is a virtuous circle consisting of a highly
engaged online panel, innovative data collection methods,
powerful analytics technologies and sophisticated research
methodologies, delivery of high-margin syndicated data
products and services, expert insights and an authoritative
media presence.
Our reach – page 9
Our media presence – pages 10 and 11
Our products and services – pages 12 to 21
Our data infrastructure – pages 22 and 23
Our data innovations – pages 24 and 25
Our core offering of opinion data is derived from our highly
participative panel of over 6 million people worldwide who
provide us with live, continuous streams of data. We capture
these streams of data via our variety of data collection platforms
and collect them together in the YouGov Cube, our unique
connected data library.
We maximise the value of all this connected data through
the application of leading-edge analytics and research
methodologies, allowing us to offer to our clients an innovative
and systematic research products and services which together
provide a platform which can be used to plan, manage and refine
all types of marketing campaigns.
Rich interaction
with our panel
Authoritative
media presence
Partnerships
with clients
Variety of data
collection
platforms
Leading-edge
analytics
technology
Integrated suite of
data products
and services
Expert
researchers
8 YouGov Annual Report and Accounts 2018
Our reach
YouGov has one of the world’s top
international market research and data
analytics networks.
We have over 6 million panellists covering
42 countries.
We have offices in 34 cities across Europe,
USA, the Middle East and Asia Pacific.
over
6mpanellists
Panellists in
42countries
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17 16
24
19
23
21
20
22
11
4
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9
5
6
2
3 1
13
7
10
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14
15
26
25
27
29
28
32
33
30
31
Cities in which we have offices
1. London
2. Manchester
3. Guildford
4. Cologne
5. Berlin
6. Frankfurt
7. Barcelona
8. Milan
9. Copenhagen
10. Helsinki
11. Oslo
12. Stockholm
13. Paris
14. Warsaw
15. Bucharest
16. Redwood City, CA.
17. San Francisco, CA.
18. Portland, OR.
19. Cheshire, CT.
20. New York, N.Y.
21. Herndon, VA.
22. Washington D.C.
23. Chicago, IL.
24. Boston, MA.
25. Dubai
26. Erbil
27. Mumbai
34
28. Hong Kong
29. Shanghai
30. Singapore
31. Jakarta
32. Bangkok
33. Kuala Lumpur
34. Sydney
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STRATEGIC REPORT
Our media presence
How your motivations in life change as
you get older, according to new study
It’s only natural that what motivates you in life should change as
you age, but a new YouGov study shines a light on just how that
manifests itself. The research confirms that younger people are
more likely to feel motivated by goals, money and enthusiasm
from others, whereas older generations are more inspired by
their partners, family and nature.
The Independent,
5 July 2018
Indonesians have no stomach for
artificial meat, study shows
Indonesian consumers have not recognized the benefits of
artificial meat, data from UK-based research firm YouGov
indicates. YouGov gathered data from 1,002 respondents in
Indonesia between Dec. 5 and 12 last year via its YouGov
Omnibus research service.
The Jakarta Post,
13 March 2018
Brexit YouGov Opinion Poll Shows
Increasing Numbers Regret Decision
To Leave EU
An increasing number of people regret Britain’s decision to
leave the EU, an opinion poll has found. More respondents to
the latest YouGov survey on Brexit said the UK’s decision to
leave was wrong than at any point since the June 2016
referendum. Some 47 percent of the 1,680 adults surveyed (pdf)
said it was wrong to leave the EU in hindsight, compared with 42
percent who said it was right to leave.
The Huffington Post,
14 October 2017
10 YouGov Annual Report and Accounts 2018
Music Piracy is Down in the UK,
According to YouGov
The past few years has seen an explosion in different ways to
access media content easily and legally. Now the latest YouGov
study has found fewer British people are pirating their music
compared to five years ago.
Gizmodo,
2 August 2018
Two-thirds of children don’t know
what a floppy disk is, survey reveals
It’s the universal icon for ‘Save’, but it seems that many
youngsters have no idea what a floppy disk actually is. A new
YouGov survey of 2,011 children aged 6-18 examined how
familiar kids are with technology from previous generations.
Results revealed that two-thirds of the children either didn’t
know what a floppy disk was, or incorrectly identified it.
The Mirror,
12 May 2018
Liverpool fans are noisiest in Premier
League, says fan poll
Liverpool fans have been voted as the Premier League’s
noisiest – with Manchester United supporters even conceding
the Anfield club have their favourite rival song. The findings were
made in a poll of over 4,000 followers of top-flight teams,
former players and managers conducted by Barclays and
YouGov.
SkySports,
13 April 2018
Majority of Leave voters think Britain
should quit Eurovision
Forget about leaving Europe – what about the far more serious
matter of whether Britain should leave Eurovision? That’s the big
question YouGov has been asking and, much like the issue of
whether or not we should quit the EU, it’s divided opinion.
Perhaps not too surprisingly, the majority of Leave voters think
the song contest is another European institution we can do
without.
Yahoo News,
11 May 2018
Bill Gates and Angelina Jolie top a
global survey of the most admired
people
Microsoft co-founder Bill Gates has been named the world’s
most admired man and Academy Award-winning actress
Angelina Jolie the most admired woman in a YouGov survey.
Philanthropist Gates and humanitarian Jolie have topped the poll
in each of the annual surveys, since the study introduced
separate rankings for the sexes in 2015. For its latest survey, the
market researcher interviewed over 37,000 people from 35
countries, with the final figures calculated by the percentage
share of admiration each person received overall.
CNBC,
12 April 2018
Chi sono le 20 donne più ammirate al
mondo: al primo posto Angelina Jolie,
poi Michelle Obama e Oprah Winfrey
YouGov ha stilato la classifica delle personalità più considerate in
35 Paesi nel 2018. Tra le new entry, Theresa May, artiste asiatiche
e attrici indiane.
Corriere,
12 April 2018
The Spice Girls: The UK’s favourite
band member REVEALED in NEW poll
One of the biggest girl bands of all time might be making a
comeback later this year. But of Victoria Beckham, Mel B, Mel C,
Geri Horner and Emma Bunton, who is the UK’s favourite
member of The Spice Girls? Now in a new YouGov poll the
nation’s favourite has been revealed as Baby Spice herself. Of
31,000 Brits polled, Bunton took up 37% of the vote followed by
Sporty (Mel C) at 23%, Ginger (Geri) at 19%, Posh (Victoria) at 12%
and Scary (Mel B) at 9%.
The Express,
9 April 2018
IHOP’s name change stunt was a flop
It’s been more than a week since IHOP teased the public about
its name change to IHOb – and while lots of people are talking
about the pancake joint, the publicity stunt has not resulted in
more diners in its 1,750 eateries, according to research. Interest
in dining at IHOP has remained relatively unchanged, according
to YouGov BrandIndex, which is releasing a survey on
Wednesday about the campaign.
New York Post,
19 June 2018
Young India not so hopeful about job
prospects
India’s urban youth remains overwhelmingly pessimistic about
job prospects, shows a recent survey conducted by market
research firm YouGov in collaboration with Mint.
Mint,
3 September 2018
1st
YouGov is the
most quoted market
research source
in the UK
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STRATEGIC REPORT
Our products and services
Our suite of products and services
Using the YouGov system, our clients can:
YouGov’s suite of products and services consists of
three divisions:
• Identify consumer segments that represent opportunities
for growth;
• Data Products (includes our BrandIndex and Profiles products)
• Profile those segments to help create content and messaging
• Data Services (includes our fast-turnaround Omnibus service)
that will resonate;
• Custom Research (quantitative and qualitative research services)
Through the continued development of innovative data solutions
and expansion of our data infrastructure, we are improving
the interoperability and connectedness of all of our products
and services.
Together, our proprietary decision-making product tools, services
and resources provide a system which supports key players in the
advertising and marketing eco-system – including brand owners,
media agencies, advertising agencies, public relations firms and
media owners – to manage their entire marketing workflow.
• Target those segments based on our media profiling data and
reach them using our digital advertising partnerships;
• Track the performance of a campaign once it has launched and
see its impact on key brand metrics;
• Measure the impact of a campaign and understand how it
resonates with the target audience; and
• Evaluate why consumers are responding as they are and apply
campaign learnings to future tactical marketing decisions.
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complementary suite
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Data Products – pages 14 to 17
Data Services – pages 18 and 19
Custom Research – pages 20 and 21
Data Infrastructure – page 22 and 23
Data Innovations – page 24 and 25
12 YouGov Annual Report and Accounts 2018
Case study:
Using YouGov’s suite of Data Products and
Services to identify a competitive edge
With many iconic brands in jeopardy in an increasingly
competitive US retail market, staying relevant to consumers has
never been more important to retailers. A major US clothing and
accessories retail brand asked YouGov to determine the
attributes that were most associated with the brand and indicative
of its relevance and success in the marketplace. The retailer
hoped to identify what consumer perceptions have led to its
sustained growth, and to use these insights to continue to
outperform its competitors.
A fast-turnaround YouGov Omnibus survey was undertaken to
determine which attributes people most associated with the
retailer’s brand. A qualifier was added to the survey to ensure that
only customers of the retailer were interviewed. The respondents
were asked to select which attributes they associated with the
retail brand such as “Cool”, “Fun”, “Boring”, “Inspiring” and “Changing
for the better”. The results were loaded into YouGov’s consumer
segmentation tool, YouGov Profiles, for more granular examination.
By connecting the collected attributes to other key variables in
YouGov Profiles, the retailer was able to create segmentations of
potential target consumer groups. These segmentations could
then be used to assess where the group should focus its
marketing budget to achieve maximum return on investment.
The combined data showed that respondents who said the
clothing brand was “Cool” were extremely likely to be in the market
to purchase clothes in the next 90 days, and significantly over-
indexed in their intent to purchase merchandise from the retailer.
This suggested that the group who rated the retailer as “Cool”
would be a critical target audience for future campaigns. Using this
same process, it was determined that “Cool” was also the top
ranking attribute for two of the retailer’s closest competitors.
The retailer then took a deeper look at their newly established
key target group – those who think their company is “Cool”.
Using the variety of demographic, psychographic, attitudinal,
lifestyle, and media consumption data available around this
audience through Profiles, the retailer was able to determine
the best channels by which to reach this target group
and re-enforce their status as “Cool”. The retailer used this
wealth of data to identify key retail therapy moments and
evaluate the best messaging to accompany these moments.
The retailer could then track results on key brand metrics
(e.g. Purchase Consideration, Willingness to Recommend)
to measure the impact of its marketing efforts.
By determining a key target group based on a perceived
company attribute and analysing the profile of this critical group,
the retailer was able to create a new, effectively targeted, end-to-
end marketing plan to help maintain their status as a key player in
the competitive retail market.
Getting to know the audience segment
that thinks the retailer is “Cool”*
35-44 years old
Lives in the Northeast
Female
Lives in a City
“I tend to avoid super stores
like Walmart or Target.”
“I like to think of myself as
well-dressed.”
“I keep up to date with
current fashion trends.”
18.1m
Members of the target
$165
Spent on clothing for self
group in the market
in the last three months
63%
Don’t buy any
clothing online
1
Time per month average
frequency of purchasing
clothes from a store
*YouGov Profiles Data
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STRATEGIC REPORT
Our products and services
Data Products
The Data Products division
is comprised of our syndicated
data tools, which are available to
clients on a subscription basis.
14 YouGov Annual Report and Accounts 2018
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Our solution to help marketers plan and execute
their campaign strategy and track its success
Increasing the interoperability between YouGov BrandIndex and
YouGov Profiles has allowed us to develop the YouGov Plan &
Track solution, which combines the benefits of both products.
Plan & Track offers audience analysis, media targeting, campaign
effectiveness and brand health monitoring, all under the
one proposition.
Using Plan & Track, our clients can understand and target key
consumer segments, create content that will resonate with that
audience, effectively target that audience in the media, track
the effectiveness of advertising, marketing and public relations
strategies and campaigns, and measure how advertising and
marketing investments are impacting consumer perception of
their brand. The breath of the solution facilitates collaboration
among brands, media owners and agencies to help bring
transparency and clarity to what can be a challenging marketing
and media landscape.
With YouGov Profiles, Plan & Track taps into the YouGov Cube –
our data vault of over 200,000 variables on consumers including
brand usage and perception, interests, media consumption and
social media activity – to provide a detailed portrait of consumer
segments. With YouGov BrandIndex, Plan & Track subscribers
get access to continuous monitoring of brand fundamentals
including brand awareness, advertising awareness, word of
mouth, brand health, consideration, purchase intent, and
customer satisfaction. Whether planning a campaign, mitigating
an issue, or developing new products, the data available through
under Plan & Track provides a leading edge.
Plan
Track
Planning a campaign requires setting a goal, selecting the
appropriate audience, and determining the best way to target
that audience. YouGov’s solution assists with understanding
how a brand is perceived across a wide range of variables and
consumer segments, which can be instrumental in setting
relevant goals while helping to reinforce brand strengths and
address brand weaknesses. Our ground breaking connected data
set for audience profiling and segmentation, YouGov Profiles,
enables clients to find and engage the best audience to help
them reach their goal. Clients are able to identify and analyse
their target audiences across multi-channel data sets from a
single source.
Determining a campaign’s value requires
understanding what worked and what
did not, helping to produce an even
stronger campaign next time. YouGov’s
flagship brand intelligence service, YouGov
BrandIndex, informs clients what the world
thinks of their brands and competitors
at any given moment, allowing them to
track changes in perception during and
following a campaign, as well as alerting
them of any unexpected changes that
could reflect brand crises.
Identify
Describe
Target
Measure
Evaluate
Identify who
the right
audience is
Describe
them with depth
and breadth
Understand
when and where
to meet them
Track key
measures
over time
Evaluate
campaign
success
15
STRATEGIC REPORT
Our products and services
Our daily brand
perception tracker
Our new data product for
the sports sector
During the year we expanded our sports sector expertise with
the acquisition of SMG Insight, the global sports research agency.
The acquisition has provided YouGov with the opportunity to
extend our syndicated data products for the sports industry by
applying SMG Insights’ specialist sector expertise to YouGov’s
existing data products infrastructure. YouGov’s sports research
capability now includes YouGov SportIndex, the ultimate “always
on” measure of quality, performance and market potential for
the most relevant sports leagues and events around the world.
SportsIndex uses 16 BrandIndex-style metrics to track public
perception of more than 200 sport-related properties covering
30 sports on a daily basis. This sports data now feeds into our
Profiles and Plan & Track solutions as well.
BrandIndex, YouGov’s flagship brand intelligence service, tells our
clients what the world thinks of their brands and their competitors
at any given moment and helps our clients to understand the link
between their media and advertising efforts, brand perception,
and consumer response. BrandIndex data is updated daily (or
bi-weekly or weekly in some developing markets) and includes
up to 11 years of historical data which is all available 24/7 to our
clients through our user-friendly BrandIndex portal.
BrandIndex serves major accounts among both advertising and
media planning agencies on the one hand, and brand owners
and advertisers on the other. It is offered to the market as a
subscription service with clients accessing the data through a
dedicated online portal.
During the year, BrandIndex was rolled out in five new markets
(Argentina, Belgium, Chile, Colombia and Peru) and is now
available in 37 markets including Australia, Brazil, China,
Denmark, Finland, France, Germany, Indonesia, Ireland, Italy,
Japan, Malaysia, Mexico, Netherlands, Norway, Philippines, Saudi
Arabia, Singapore, Spain, Sweden, Taiwan, Thailand, United
Arab Emirates, UK, USA and Vietnam. Every day we survey over
10,000 consumers across these territories – conducting more
than 5 million BrandIndex interviews every year against YouGov’s
proprietary panel.
Over 13,500 brands indexed
Over 10,000 consumers surveyed daily
Available across 37 markets
YouGov BrandIndex BestBrand
YouGov BrandIndex BestBrand rankings are released twice
a year. In July, we release an Index-based ranking and in
January we release a Buzz-based ranking. Additionally, we
now release category rankings regularly throughout the year.
Categories have included rankings in particular sectors and
key demographic groups (e.g. women, LGBT consumers).
BestBrand overall and category winners are acknowledged
with a personalised letter from YouGov and provided with
a marketing pack which they can use in their advertising.
This approach has worked well with many brands citing
placement on BestBrand in their marketing collateral.
16 YouGov Annual Report and Accounts 2018
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Our media planning
and audience
segmentation tool
Our add-on solutions for
data products subscribers
The newly enhanced linkage of BrandIndex and Profiles has
enabled us to offer clients new ways to get more value out of
their data product subscriptions. We have packaged a number
of the use cases that go “beyond the login” of our data products
to create the YouGov Data Applications series. Some Data
Applications are available as self-serve modules that can be
accessed inclusive of the subscription price, while others are
sold in addition to subscriptions. With YouGov Data Applications,
we are showcasing the strategic application of our syndicated
data products and connected data solutions for solving our
clients’ most important business challenges. Our current Data
Applications series:
• YouGov Audience Data Reach target audience by creating
seed audiences from which to scale the programmatic buy with
industry Data Management Platforms (DMPs) and Data Houses.
• YouGov Digital Tracking Validate audiences reached by
campaigns, and evaluate the effectiveness of digital advertising,
by tracking who has been exposed to a campaign.
• YouGov Dynamic Segmentation Segment audiences and plan
campaigns effectively with a constantly refreshed portrait of
target demographics.
YouGov Profiles is our groundbreaking tool for audience profiling,
segmentation and media planning. The product allows users
to profile their target audience across multi-channel datasets
from a single source, with greater granularity and accuracy than
ever before.
Profiles offers the largest, most detailed and real-time consumer
database updated weekly. Leveraging the YouGov Cube, Profiles
connects data on demographics and lifestyle, brand, sector, and
media, digital and social data all in one place, combining that with
attitudes, interests, views and likes. The tool holds over 200,000
separate data variables collected from YouGov panellists in a
given country. Launched in 2014, Profiles is now available in
19 markets and is shortly to be launched in two further markets
(Italy and Spain).
Profiles improves the ability of marketers to understand the
people and audiences that matter to them, while enabling
media owners to identify potential advertisers and make more
informed content and scheduling decisions so as to deliver the
target audience that advertisers require. In this respect, Profiles
can support programmatic advertising processes and this use is
proving increasingly popular with digital media agency clients.
Profiles is offered to the market as a subscription service with
clients accessing the data through a dedicated online portal.
The Profiles portal gives users access to a wide range of detailed
and connected data and provides analytics methods with which
to interrogate and interpret the data. Migration of the portal onto
the Crunch platform was completed during the year, eliminating
our dependence on a third-party to host the platform.
17
STRATEGIC REPORT
Our products and services
Data Services
The Data Services division
provides clients with
fast-turnaround services.
18 YouGov Annual Report and Accounts 2018
Our fast-turnaround
service, delivering
next-day answers
Our deep dive service for
data products subscribers
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Our new Re-Contact service works in conjunction with our
subscription data products. The service provides subscribers
with the opportunity undertake one or multiple fast-turnaround
Omnibus surveys to augment their syndicated data. Through
Re-Contact surveys, clients can obtain additional data tailored
to their needs from segments of the panel with specific profile
characteristics, selected using Profiles.
.
YouGov’s very first service, YouGov Omnibus, is the clear market-
leading online omnibus service in the UK and a high performer in
our other territories.
Omnibus is the perfect vehicle to find out people’s opinions,
attitudes and behaviours – quickly and cost-effectively.
Our Omnibus surveys are run daily in most territories, providing
nationally representative responses to clients within a short
timeframe (most countries utilise a 48-hour turnaround, with
24-hour turnaround available in the UK and US). The service
can provide clients with data from over 50 countries and client
demand for multi-country Omnibus surveys continues to
increase. We now conduct over 5 million Omnibus surveys every
year across our global operations.
The size and diversity of the YouGov panel has also enabled
us to extend our Omnibus services to include a number of
selected target samples. Omnibus segmental services include
International, Children and Parents, B2B, Independent Financial
Advisors, Cities and LGBT. We also run regular Omnibus surveys
covering influential audiences in the UK, including Members
of Parliament.
This is the first time I’ve used
YouGov Omnibus and I was
impressed overall. Despite very
tight deadlines, we got the
results within days and exactly
the format required.”
RBS
Very slick service handled
well through a competent
account manager.
Great turnaround solutions
and clear pricing which
sets you apart from
the competition.”
Zing Insights
19
STRATEGIC REPORT
Our products and services
Custom Research
The Custom Research division
offers quantitative and qualitative
research services delivered by
sector specialists.
20 YouGov Annual Report and Accounts 2018
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Our quantitative and qualitative
custom research service
YouGov’s Custom Research business conducts a wide range of
research, tailored by our specialist teams to meet clients’ specific
requirements. Using their in-depth sector knowledge, our custom
research specialists employ both quantitative and qualitative
methods to identify and analyse markets, clarify opportunities
and challenges and generate data that provides clients with
actionable information. Our specialists have vast experience
in the key areas of market research including UX, audience
understanding, testing concepts, platforms, eco-systems,
new product design, paid for environments, effectiveness of
communications, and brand partnerships.
Over the last few years, our Custom Research services have been
strategically re-positioned to better align with our syndicated
data products and services, with a greater focus on multi-year
contracts and the delivery of projects through our data analytics
tool, Crunch. The YouGov model allows us to minimise the
proactive data collection required for each new custom project
while at the same time provide our clients with more connected
and tailored data than ever before. With every research project
we undertake drawing on – as well as building on – the data that
we hold in our data library, the Cube, we are redefining the very
nature of custom research.
YouGov’s global Custom team works over a breadth of verticals
including Financial Services, Consumer, Media, Technology,
Political, Corporate Reputation and Sports. The scope, scale
and complexity of custom research projects varies significantly
and ranges from large-scale national and multinational tracking
studies, through to more one-off surveys designed to address
a specific commercial, social or political issue for the client.
Our custom offerings include: reputation studies; syndicated
studies covering sector or product trends; and a full research
programme providing a range of research, often on annual
contracts, including tracking studies, qualitative research and
customer profiling.
21
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Our products and services
Data Infrastructure
All of our products and services
are underpinned by our unique
data infrastructure, the principal
elements of which are the Cube,
Crunch and Collaborate.
22 YouGov Annual Report and Accounts 2018
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Cube
Our connected data library
The Cube is our competitive advantage. Our core offering of
opinion data is derived from our highly participative panel of over
6 million people worldwide who provide us with live, continuous
streams of data from a variety of data collection platforms and
devices. In order to store, connect and easily access all these
hugely rich datasets, we developed the YouGov Cube, our
highly structured and codified multi-dimensional data library.
The Cube currently holds over 200,000 variables on consumers
– including demographics and lifestyle, brand, sector, and
media, digital and social data – which are constantly being
updated. The Cube’s unique structure allows us to undertake
fast, large-scale analysis of that data. The Cube has facilitated
the development of innovative syndicated data products and
services, including YouGov Profiles.
Crunch
Our data analytics and visualisation tool
Crunch makes data processing faster, more accurate and gives
users control over data analysis. The intuitive tool provides users
with a quick and easy way to prepare, analyse and deliver data.
With the highly visual interface, users can quickly view top-line
results, or dig deeper using drag-and-drop functionality to create
tables, charts, filters and dashboards. Datasets in Crunch are
stored in a cloud-based, high-performance datastore. Crunch is
used internally by YouGov’s research and operations teams, and
is also offered to clients for self-service analysis and visualisation
of their commissioned research data.
Collaborate
Our new self-service tool for survey design
With Collaborate, we have automated the process of survey
design, making the turnaround from the client’s initial request
to the delivery of results even faster and more user-friendly.
Collaborate users can design their own surveys without any
assistance, or get support at any point in the design process from
our professional researchers using the “collaboration” feature.
Surveys designed in Collaborate are sent to the Omnibus team
for pre-launch quality control and approval to field, in order to
ensure submissions are in line with research good practice.
A linkage to the Cube ensures that the questions prepared
through Collaborate tie back to our data library and users benefit
from the complete YouGov system.
23
STRATEGIC REPORT
Our products and services
Data Innovations
As the pioneer of online market
research, innovation is core to
YouGov’s corporate culture and
we are constantly looking for new
ways to evolve and transform our
services.
24 YouGov Annual Report and Accounts 2018
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Direct
Our blockchain-based platform for panellist
permissioning and effective ad targeting
Currently, consumers have little control over their online data,
while ineffective targeting of digital advertisements has a negative
impact on brands and publishers. YouGov Direct aims to overcome
these problems in the digital advertising eco-system by harnessing
blockchain technology to verify the data exchange between
consumers and advertisers.
Consumers using the platform are empowered to choose which
attributes they make available to advertisers and to earn rewards
for the data they share. Advertisers using the platform gain access
to known audience attributes enabling more effective ad targeting
and better campaign performance. Permissions and payments are
recorded through the blockchain. This transparent and verifiable
record of transactions provides assurance that ads are reaching
actual people as opposed to bots and supports compliance with
data protection legislation including the EU GDPR. The platform is
currently in development and a prototype will be operational with
a test panel and small group of pioneer clients this year.
Our pioneering application of advanced statistical
methodology to market research
MRP (Multilevel Regression with Post-stratification) is an
advanced statistical methodology which YouGov pioneered and
demonstrated to great success in the 2017 UK General Election.
The methodology allowed us to predict a hung parliament when
nearly everyone else – campaigners, commentators, markets,
bookies, academics and other pollsters – was confident of an
overwhelming Conservative victory.
MRP was developed by the Stan Development Team at
Columbia University in part with YouGov collaboration.
The methodology is grounded on the fact that similar people act
in similar ways, irrespective of exactly where they live. Using MRP,
YouGov can assess everything we know about the demographics
of a particular place and use that information to match individuals
from our proprietary panel with the types of people that live there.
MRP’s application to market research has great value as it allows
us to describe micro-audiences with higher levels of confidence
than ever before. Just as we can use it to estimate how a
constituency is going to vote, we can also use it to understand
what influences their grocery shopping or how they react to
different types of advertising.
Our new popularity and awareness metric
We are shortly launching YouGov Ratings in the UK, our new
popularity and awareness metric for thousands of topics
including celebrities, politicians, sports teams, music acts and
brands. The nationally representative popularity scores cover
more than 8,000 topics and are published on a continuous
basis. Ratings allows anyone to see what consumers think
about almost anything – from pop stars to politicians, sports
teams to snack foods, and everything in between. As well as
allowing users to see how popular different things are, it also
shows the connections between fans of one thing and another.
Whether it is the brands that fans of a particular celebrity like, or
what TV shows fans of a certain politician prefer, Ratings shows
the links. Ratings is robust, searchable, and publicly accessible
data. Available for free on our website, it has been designed as a
showcase for the quality and breadth of our data, to put YouGov
at the heart of everyday conversations.
25
STRATEGIC REPORT
Chief Executive’s review
for the year ended 31 July 2018
We have delivered revenue
and profit growth
significantly ahead of our
industry and continue to
track to meet the financial
objectives set out in our
five-year plan. The success
of that plan has been
grounded in a clear vision
as we break new ground in
our industry. Increasingly,
our clients are demanding
the rapid analysis of data
in real-time and through
targeted investments in
technology we have built
a data engine which serves
the modern marketer.”
Stephan Shakespeare
Chief Executive Officer
26 YouGov Annual Report and Accounts 2018
This is the fourth consecutive year in which
YouGov has delivered growth significantly above
the market both in revenue and profit.
Since we launched our first five-year plan in August 2014,
we have shifted our focus from a traditional market research
model to a real-time data analytics model. As we move towards
announcing our next five-year plan, we are confident we have a
clearly superior product that is becoming ever more relevant to
the market as we continue to scale and innovate.
Operational review
Throughout the year we have continued to focus on scaling
the business. This has included investing in our technology
infrastructure (which includes Cube, Crunch and Collaborate),
growing our operations capabilities and expanding into new
geographic territories.
During the year we have established a new shared services
centre in India to complement the existing service centre in
Romania and provide 24/7 data processing and analytics
coverage. We have also added a commercial arm to this
operation, to allow us to offer our data products to the
Indian market.
We have established new organic operations in Italy and Spain,
initially focussed on selling our flagship products BrandIndex and
Omnibus, with Profiles shortly to be made available.
We have also completed two small acquisitions during the year.
We acquired a bolt-on acquisition to our existing operation in
Australia (Galaxy DP Pty Ltd) where we saw an opportunity to
accelerate our growth in that market. We acquired a sports
research agency (SMG Insight Limited) where we saw an
opportunity to extend our syndicated data products for the sports
sector. Post period-end, we have also completed the acquisition
of an audience conversation platform (InConversation Media Ltd),
where we saw an opportunity to acquire technology for engaging
with hard-to-reach audiences.
Turnover £m
£116.6m
+ 9%
67.4
76.1
88.2
107.0
116.6
2014
2015
2016
2017
2018
Adjusted operating profit1 £m
£19.7m
+ 35%
7.4
8.6
10.9
14.5
19.7
2014
2015
2016
2017
2018
1 Defined in the explanation of alternative performance measures on page 35.
Segmental review
YouGov’s lines of business fall into three divisions: Data Products,
Data Services and Custom Research.
Data Products
Our Data Products division consists of Profiles, YouGov’s
audience segmentation and targeting tool, and BrandIndex,
YouGov’s flagship daily brand tracking service. Increasingly, these
complimentary products are positioned as a single capability,
communicated as “Plan & Track” to our prospects and clients.
During the year, 25% of new Data Products sales globally
constituted Plan & Track sales, demonstrating that the strategy
is quickly gaining traction in the marketplace.
The Plan & Track solution is instrumental in establishing
transparency and a common version of the truth among the
key players in the advertising and marketing ecosystem.
Advertisers need to find the most attractive avenues through
which to grow their brands. Media owners need to demonstrate
the desirability and the efficacy of their platforms to brands and
their agencies. Agencies are under increasing pressure to justify
strategic and tactical investment decisions on behalf of their
brand clients. YouGov’s Plan & Track solution addresses all of
these needs.
The full Plan & Track solution is now available in 13 markets with
France, Australia, Hong Kong, Singapore and Thailand launched
during the year. With the support of a global media agency as
a charter subscriber, we have begun Profiles development in a
further eight countries. India, Taiwan, Vietnam and the Philippines
will launch by the end of calendar year 2018, along with Italy
and Spain, giving us a presence in Europe’s “Big 5” economies,
as well as Norway and Finland to complete the Nordic footprint.
BrandIndex alone is available in 37 markets, including all 21
current and planned Plan & Track markets, as well as Canada,
Mexico, Brazil, Ireland, the Netherlands, Egypt, Saudi Arabia, the
United Arab Emirates, Russia, Japan and South Korea.
YouGov also offers our Data products subscribers with additional
“beyond-the-login” capabilities, under the banner of YouGov Data
Applications. These capabilities include:
• With YouGov Dynamic Segmentation, clients are able to run
their consumer segmentation against the YouGov panel and
then bring the segments into the Plan & Track product, gaining
a better understanding of those segments via the thousands of
variables in the Cube.
• With YouGov Audience Data, clients identify and reach target
audiences. Seed audiences are created in Profiles and then
scaled using look-alike methodology to enable programmatic
advertising buys through industry Data Management Platforms
(DMPs) and Data Houses.
• With YouGov Digital Tracking, clients can conduct analyses to
validate that a marketing campaign has reached the correct
target audience. Clients can identify and create an audience
consisting of consumers who have consumed the relevant
media during a particular campaign, then monitor brand KPIs
such as brand awareness, advertising awareness and purchase
consideration among that exposed audience – and compare
that to the general population.
These capabilities provide even more value for our subscriber-
base, and are helping to increase subscriber renewal rates and
drive additional revenue.
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New Plan & Track client wins in the year included BBDO, ING,
McDonalds, Santander Consumer Bank and Uber.
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Data Services
YouGov Omnibus, our popular and fast-turnaround data service,
comprises the majority of Data Services revenue. The balance
comes from our related Field & Tab service for targeting pre-
specified samples of respondents, and from the provision of
Sample-Only services in the Nordic and Middle East regions.
Our technology investments in the period have included
developments which are enhancing the commissioning and
delivery of Omnibus surveys. In most geographies, results
are now being delivered to clients through Crunch, our data
analytics and visualisation tool. Our new self-service survey
design tool, Collaborate, automates the way that clients submit
and approve Omnibus and Custom Research survey questions.
The Collaborate tool makes the turnaround from the client’s initial
question generation to YouGov’s survey results delivery even
faster and smoother for both clients and staff. Collaborate
is currently available in the US and Germany, with roll-out to the
UK, Spain and Italy planned for this year.
Increasing numbers of clients are taking advantage of our Re-
Contact service through which Data Products subscribers can
undertake fast-turnaround Omnibus surveys to obtain additional
data tailored to their needs from segments of the panel with
specific profile characteristics.
New Omnibus client wins in the year included DeBeers, eBay,
Hiscox, WE Communications and Vodafone.
27
Current trading and outlook
The current year has started well and our order book of multi-
year subscription contracts across future years is strong, both of
which gives us confidence in our prospects for the year ahead
and over the medium term. We continue to see opportunities for
growing our suite of data products and services and expanding
our geographic footprint.
Our focus for the coming year includes investing in our
technology infrastructure to support this growth, expanding
into new geographic markets, and increasing our data products
subscription client-base to further strengthen the quality of
our revenues.
While “Brexit” continues to create uncertainty in the economic
and political environment, especially for UK and European
businesses, the international spread of our revenues (with a
significant US weighting) positions our business well to cope with,
or even gain from, potential volatility.
In recent years, we have been focussed on implementing
the ambitious strategy the Board laid out in our first five-year
plan announced in August 2014. As a result, we have delivered
consistent recurring revenue and profit growth. In the coming
months, the Board will be developing our next five-year plan, one
which we will design to ensure YouGov’s position as a significant
global player in the field of research data and analytics – and we
look forward to sharing the details of that plan with shareholders
in the spring of 2019.
Trading for the current financial year is in line with the
Board’s expectations.
Stephan Shakespeare
Chief Executive Officer
9 October 2018
STRATEGIC REPORT
Chief Executive’s review
for the year ended 31 July 2018 continued
Custom Research
YouGov’s Custom Research business conducts a wide range
of quantitative and qualitative research, tailored to meet clients’
specific requirements. The scope, scale and complexity of
projects varies significantly and ranges from one-off surveys,
through to large-scale national and multinational tracking
studies often contracted on an annual basis and often requiring
advanced analytics.
We have a number of in-house assets – including the Cube,
Crunch, Collaborate and MRP methodology – which are a
facilitator and differentiator for our Custom Research business.
The YouGov model allows us to minimise the proactive data
collection required for each new custom project while at the
same time deliver our clients with more connected and tailored
data than ever before.
Recurring, single or multi-country custom tracking studies whose
data is delivered through Crunch, are a form of custom research
that is particularly profitable for YouGov. We have made good
progress against our strategy to focus less on one-off projects
and more on tracking studies, to improve the profitability of this
division. In the year this included exiting parts of the Germany and
Middle East businesses with low margins.
New Custom Research client wins in the year included Ikea,
Piper-Heidsieck, Pyrex, Revlon and 23andMe.
As the technology of
decision-making evolves,
so must our products and
applications. As we
continue to invest in our
future we are opening
new routes to growth,
whether that be through
scaling our offering in
new markets or launching
new applications like
YouGov Direct which
champions privacy in the
GDPR age.”
28 YouGov Annual Report and Accounts 2018
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Chief Financial Officer’s report
for the year ended 31 July 2018
The 12 months to 31 July 2018 results
demonstrate continued progress on the strategic
aims of concentrating on higher margin and
scalable sales. Total Group Revenue for the period
was £116.6m compared to £107.0m in the previous
12-month period. Revenue growth was 9% on a
reported basis (12% on constant currency basis).
Acquisitions in the period contributed 2% to the
overall growth rate.
The focus on restructuring lower margin generating business
units coupled with the continued growth in our high margin
product sales resulted in an increase in gross margins from 80%
in 2017 to 82% in 2018. Adjusted operating margins increased from
14% to 17%.
Group operating costs (excluding amortisation of intangibles and
exceptional items) of £75.4m (2017: £71.2m) increased by 6% in
reported terms, and 8% in constant currency terms. The average
number of staff (full-time equivalents) employed during the year
increased by 37 to 816. Average revenue per head increased to
£143,000 from £137,000 and staff costs, net of costs capitalised,
as a percentage of revenue decreased by 1% point to 49%.
Group Adjusted Operating Profit (before amortisation and
separately reported items) increased to £19.7m (35% growth in the
period) with strong continued growth in Data Products, coupled
with margin improvement in the Custom business. The statutory
operating profit (which is after charging amortisation of £7.0m and
other separately reported items of £0.9m) increased to £11.8m
(2017: £7.6m).
Amortisation charges for intangible assets in the period totalled
£7.0m (2017: £6.5m) of which £0.7m (2017: £1.0m) related to assets
acquired through business combinations, £2.8m (2017: £2.8m) to
separately acquired assets and £3.5m (2017: £2.7m) to internally
generated assets. The Group recognised net finance expense of
£0.1m during the period (2017: income of £0.3m).
Central costs increased by 98% in the year. This was primarily due
to an increase in the Long Term Incentive Plan (LTIP) charge of
£1.8m reflecting the increased likelihood that the “LTIP 2014” plan
will pay out in full in November 2019; and a reallocation of £2.5m
of costs from Custom Research to Central Costs to reflect that
these costs related to wider innovation initiatives.
Adjusted profit before tax1 of £23.3m was an increase of £6.9m
(42%) on the comparable result of £16.4m for the 12 months to
31 July 2017. The adjusted tax rate decreased from 30% to 25%
mainly as a result of a reduction in US tax rates. The adjusted
tax rate is higher than the standard rate of corporation tax in the
UK as a result of profits arising in countries with a higher tax rate,
notably the US. Adjusted earnings per share1 rose by 52% to 16.6p,
compared to 10.9p in the 12 months to 31 July 2017. A statutory
profit before tax of £11.8m was reported after charging separately
reported items, amortisation and share-based payment costs of
£11.5m (2017: £8.5m).
1 Defined in the explanation of alternative performance measures on page 35.
29
STRATEGIC REPORT
Chief Financial Officer’s report
for the year ended 31 July 2018 continued
In December 2017, the Group acquired Galaxy DP Pty Ltd
(“Galaxy”), an Australian-based opinion polling company.
The terms of the transaction included an upfront payment of
AUS$1.25m with an earn-out based on future performance over
the following two years. In May 2018, a second acquisition was
completed for the remaining 80% of the issued share capital of
SMG Insight Limited (“SMG”), a sports focussed research agency.
The transaction was structured with a payment of £1.0m at
completion and an earn-out based on performance over a
three-year period.
Investment in technology and panel recruitment for the period
amounted to £4.4m and £2.8m respectively. In the period we
increased the global panel from 5.6m to 6.6m with new panels
established in Italy, Spain, Mexico and Taiwan. Our technology
investments continue in websites and mobile applications,
survey systems, and our data analytics tool, Crunch. £1.0m
(2017: £0.8m) was spent on the purchase of property, plant and
equipment, resulting in a total investment in fixed assets of £8.2m
(2017: £7.8m). Other cash outflows included taxation payments
Performance by product and service
of £5.5m (2017: £2.5m) and the annual dividend payment of £2.1m
(2017: £1.5m) in December 2017.
There was a net cash inflow of £7.2m in the period, compared
to £7.5m in the 12 months to 31 July 2017. This was increased by
a £0.2m gain in the value of non-Sterling cash balances due
to foreign exchange movements so that net cash balances of
£30.6m were £7.4m higher than at 31 July 2017 and £9.3m higher
than the balances of £21.3m as at 31 January 2018.
The Group’s results were affected by the net appreciation of GBP
as its average exchange rate was 6% higher against the USD
and 3% lower against the Euro in the period compared to the
12 months to 31 July 2017. The net impact of foreign exchange
on the Group’s adjusted operating profit was a decrease of
£0.8m compared to calculation in constant currency terms.
The underlying increase in adjusted operating profit, compared
to the 12 months ended 31 July 2017, was 41%.
Revenue
Data Products
Data Services
Total Data Products & Services
Custom Research
Intra-group Revenues
Group
Adjusted Operating Profit
Data Products
Data Services
Total Data Products & Services
Custom Research
Support Costs
Group
Year to
31 July 2018
£m
Year to
31 July 2017
£m
30.4
29.0
59.4
58.7
(1.5)
116.6
Year to
31 July 2018
£m
Year to
31 July 2017
£m
11.7
8.0
19.7
14.1
(14.1)
19.7
7.0
5.7
12.7
8.9
(7.1)
14.5
24.1
23.3
47.4
60.2
(0.6)
107.0
%
change
66%
40%
54%
59%
(98%)
35%
%
change
26%
24%
25%
(3%)
–
9%
% change
at
constant
currency
30%
26%
28%
0%
–
12%
Operating margin %
2018
38%
28%
33%
24%
–
17%
2017
29%
24%
27%
15%
–
14%
30 YouGov Annual Report and Accounts 2018
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Custom Research
Performance in the period was impacted by the reduction of low
profit or loss making activities in Germany and the Middle East
in the latter half of the last financial year. In the second half of
the year, further headcount reductions to the Custom Research
division in Germany, Nordics and Middle East resulted in a
separately reported charge of £0.7m. Reflecting the reduction of
activities in some areas, revenue for the period declined by 3% in
reported terms to £58.7m.
However, continued focus on a Custom Research offering which
utilises our proprietary panel, survey system and Cube data has
resulted in a significant increase in profitability in this division.
The adjusted operating profit increased by 59% to £14.1m and the
operating margin improved by 9% points to 24%. This was also
due to operating costs reducing by 18% mainly as a result of the
restructuring of underperforming areas.
The continued rationalisation of Custom Research led to mixed
performances across the geographies. In the UK, where our core
panel-based model is most established, revenue grew by 5%
(benefitting from several large tracker contracts) although the
operating margin decreased from 33% to 31%, due to an increase
in operating costs.
In the US, revenue grew by 23%, with growth coming both from
new business and our existing client portfolio. Operating margin
grew to 28% from 16% as a result of continued operational
efficiency gains.
Middle East and Germany revenue fell by 32% and 37% in
local currency terms due to restructuring of operations.
Reported revenue also decreased by 15% in the Nordics
in local currency terms.
Data Products
Revenue from Data Products increased by 26% (30% in constant
currency terms) in the period. The adjusted operating profit from
Data Products increased by 66% to £11.7m and the operating
margin increased by 9% points to 38%. The improving margin
partly reflects the growing contribution from Profiles as well as
a reduction in the use of third party data collection.
Our flagship product, BrandIndex, grew revenue by 19%
(23% in constant currency terms) to £23.5m (2017: £19.8m).
BrandIndex accounts for 20% of total Group revenue in the period
and increased its subscriber numbers to 37 markets across the
world. Profiles made good progress, with sales in this period
together with the subscription growth achieved last year led to
global revenue increasing by 81% (87% constant currency) to
£6.6m.
Geographically, the US remains the largest Data Products market
and grew by 17% in GBP terms (23% in local currency). In the UK,
revenue grew by 29%, a faster rate than the previous year, due
to faster new business sales in the second half of the previous
financial year. There was also strong revenue growth in other
markets including 25% in Germany (28% in local currency) and
13% in the Nordics (10% in local currency). The newer markets
of France and Asia Pacific each grew their revenue in reported
terms by over 50%.
Increasingly, BrandIndex and Profiles are sold as a combined
proposition as “Plan & Track”. BrandIndex is now available in
37 markets and Profiles is available in 19 markets. Going forward,
we will report on the combined Plan & Track performance rather
than YouGov BrandIndex and YouGov Profiles separately.
In December 2017, the YouGov Reports product was discontinued
resulting in a restructuring charge of £0.2m. Revenues in the year
up to the date of closure were £25,000.
Data Services
Revenue from Data Services, 94% of which is Omnibus, our
online fast turnaround service increased by 24% (26% in constant
currency terms) to £29.0m, mainly due to strong growth in
international markets. This growth contributed to an increase
of 40% in the Data Services operating profit to £8.0m and the
operating margin rose from 24% to 28% reflecting investment
in the newer markets, notably Asia Pacific delivering growth.
This included a 46% increase in reported revenue in USA (53%
growth in local currency), and a 59% increase in Asia Pacific (63%
in local currency). France and Middle East also grew strongly, by
19% (16% local currency) and 21% (27% local currency) respectively.
In the UK, where YouGov Omnibus is the market leader, revenue
grew by 12%.
31
STRATEGIC REPORT
Chief Financial Officer’s report
for the year ended 31 July 2018 continued
Performance by geography
Revenue
UK
USA
Mainland Europe
Middle East
Asia Pacific
Intra-group Revenues
Group
Adjusted Operating Profit
UK
USA
Mainland Europe
Middle East
Asia Pacific
Corporate/Unallocated
Group
Year to
31 July 2018
£m
Year to
31 July 2017
£m
Revenue
growth
%
31.3
48.2
21.6
12.1
8.7
(5.3)
116.6
27.1
40.7
21.2
16.3
5.5
(3.8)
107.0
15%
18%
2%
(26%)
59%
–
9%
Revenue
growth at
constant
currency %
15%
24%
2%
(22%)
62%
–
12%
Year to
31 July 2018
£m
Year to
31 July 2017
£m
Operating
profit growth
%
12.0
16.6
2.3
3.6
0.8
(15.6)
19.7
8.6
9.3
2.3
2.4
(0.9)
(7.2)
14.5
40%
78%
(2%)
45%
–
117%
35%
Operating margin %
2018
38%
34%
11%
29%
10%
–
17%
2017
31%
23%
10%
15%
(16%)
–
14%
Restructuring costs of £1.4m in the period were the result of
further restructuring undertaken in the UK, Middle East and
Germany to align activities with the Group’s strategic objectives.
Revenue in the Middle East declined by 26% due to the closure
of non-online research activities. The UK and Germany achieved
revenue growth of 15% and 18% whilst stopping low margin
revenue of £0.7m and £1.9m respectively.
Our geographic expansion continued with new offices in Spain,
Italy and India bringing the total number of countries the Group
operates in to 22. All geographies other than Mainland Europe
generated increased adjusted operating profits in the period
with the US and UK continuing to be significant contributors
with growth rates of 78% and 40% respectively. We are pleased
to see the investment in Asia Pacific generating profits in the
period whilst we continue investing in research capability in more
countries in the region.
32 YouGov Annual Report and Accounts 2018
Panel development by geography
Panel size
at 31 July 2018
Region
Panel size
at 31 July 2017
UK
USA and Mexico
Mainland Europe
Middle East
Asia Pacific
Total
1,355,800
1,182,100
2,415,000
2,152,400
952,000
934,700
946,200
770,100
858,400
673,700
6,603,700
5,636,700
We continue to expand the reach of our global panel, with
recruitment launched in Italy, Spain, Mexico and Taiwan during
the year. This, along with growth to support increased demand
in existing markets, not least the UK, USA and Germany, led
to a total increase of 17% in the size of the panel in the period.
As at 31 July 2018, the Group’s online panel comprised a total
of 6.6 million panellists. The table above shows the breakdown
by region.
Group financial performance
Amortisation of intangible assets
In the 12 months to 31 July 2018, amortisation charges for
intangible assets of £7.0m were £0.5m higher than the previous
year. Amortisation of the consumer panel increased by £0.4m
to £2.6m reflecting the additional investment made to grow the
panel in the past three years. Amortisation of software increased
by £0.5m to £4.0m, £3.5m (2017: £2.7m) of the total charge related
to assets created through the Group’s own internal development
activities, £0.3m (2017: £0.6m) related to separately acquired
assets and £0.2m (2017: £0.2m) was for amortisation on assets
acquired through business combinations.
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Other separately reported items
Discontinued activities in the UK, Mainland Europe and Middle
East and the establishment of centralised support functions
resulted in restructuring costs of £1.4m in the year to 31 July 2018
(£2017: £0.6m). In addition, costs of £1.1m were incurred in relation
to the acquisitions of Galaxy and SMG during the year, including
£0.8m of acquisition consideration treated as employment costs,
as well as £0.1m in respect of acquisitions completed after the
year-end. These costs were partly offset by a £1.7m fair value gain
on the 20% shareholding in SMG held prior to the acquisition of
the remaining 80%.
Analysis of operating profit and earnings per share
Operating profit
Amortisation of intangibles
Other separately reported items
Adjusted operating profit1
Share-based payments
Imputed interest
Net finance income
Share of post-tax (loss)/profit
in associates
Adjusted profit before tax1
Adjusted taxation1
Adjusted profit after tax1
Adjusted earnings per share (pence)1
31 July
2018
£’000
11,758
7,024
892
19,674
3,571
75
(52)
66
23,334
(5,786)
17,548
16.6
31 July
2017
£’000
7,557
6,483
488
14,528
1,488
20
254
103
16,393
(4,912)
11,481
10.9
1 Defined in the explanation of alternative performance measures on page 35.
33
STRATEGIC REPORT
Chief Financial Officer’s report
for the year ended 31 July 2018 continued
Cash flow
The Group generated £23.6m (2017: £18.9m) in cash from
operations (before paying interest and tax) including a £0.6m
(2017: £2.3m) net working capital inflow; as a result the cash
conversion rate (percentage of adjusted operating profit
converted to cash) reduced from 130% to 119% of adjusted
operating profit.
Capital expenditure
Internally generated software
Panel recruitment
Other intangible assets
Total expenditure on intangible
assets
Purchase of property, plant and
equipment
Total capital expenditure
31 July
2018
£’000
3,928
2,834
455
31 July
2017
£’000
3,385
3,471
112
7,217
6,968
969
8,186
843
7,811
Net expenditure on financing activities increased by £0.8m to
£2.1m, including the dividend payment of £2.1m (2017: £1.5m).
Net cash balances at the year-end increased by £7.4m to £30.6m.
Net cash inflow in the year was £7.2m (2017: £7.5m) and currency
fluctuations in the year resulted in an exchange gain of £0.2m
(2017: £0.2m).
Currency
The Group operates across multiple currencies, primarily USD$
and Euros. The appreciation in the US$/GBP£ rate resulted in
approximately 5% lower reported revenue growth in the US,
Middle East and Asia. Group operating expenses were 2% lower
than if calculated in constant currency.
Taxation
The blended tax rate payable by the Group decreased from 30%
to 25% in the period due to a decrease in corporation taxes in the
US. The tax charge for the year was £3.6m on a statutory basis
(£3.3m in 2017). On an adjusted basis the tax charge for the year
was £5.8m (2017: £4.9m) which is a tax rate of 25% on the adjusted
profit before tax.
Balance sheet
As at 31 July 2018, total shareholders’ funds and net assets
increased from £80.5m to £92.1m. Net current assets increased
from £20.7m to £25.3m. Current assets increased by £11.8m
to £66.7m with debtor days decreasing from 58 to 56.
Current liabilities increased by £7.2m to £41.4m with creditor days
decreasing to 21 days from 24 days at 31 July 2017. The focus
on increasing revenues from subscriptions has resulted in an
increase of £1.8m of deferred revenue which is included in current
liabilities. Non-current liabilities increased by £6.3m to £11.2m
partly due to £5.1m of contingent consideration payable
in respect of the acquisitions in the year.
Proposed dividend
The Board is recommending the payment of a final dividend of
3.0p per share for the year ended 31 July 2018. If shareholders
approve this dividend at the AGM (scheduled for Wednesday
12 December 2018), it will be paid on Monday 17 December 2018
to all shareholders who were on the Register of Members at
close of business on Friday 7 December 2018.
Alex McIntosh
Chief Financial Officer
9 October 2018
34 YouGov Annual Report and Accounts 2018
Explanation of non-IFRS measures
Financial measure
How we define it
Why we use it
Separately reported items
Items that in the Directors’ judgement are one-
off or need to be disclosed separately by virtue
of their size or incidence.
Provides a more comparable basis to assess the
year-to-year operational business performance.
Adjusted operating profit
Adjusted operating
profit margin
Adjusted profit
before tax
Adjusted taxation
Operating profit excluding amortisation
of intangible assets charged to operating
expenses and separately reported items.
Adjusted operating profit expressed as a
percentage of revenue.
Profit before tax before amortisation of
intangible assets charged to operating profit,
share-based payment charges, imputed interest
and separately reported items.
Taxation due on the adjusted profit before tax,
thus excluding the tax effect of amortisation and
exceptional items.
Provides a more comparable basis to assess
the underlying tax rate.
Adjusted tax rate
Adjusted taxation expressed as a percentage of
adjusted profit before tax.
Adjusted profit
after tax
Adjusted profit after
tax attributable to
owners of the parent
Adjusted earnings
per share
Adjusted profit before tax less adjusted taxation.
Facilitates performance evaluation, individually
and relative to other companies.
Adjusted profit after tax less profit attributable to
non-controlling interests.
Adjusted profit after tax attributable to owners
of the parent divided by the weighted average
number of shares. Adjusted diluted earnings per
share includes the impact of share options.
Constant currency revenue
change
Current year revenue change compared to prior
year revenue in local currency translated at the
current year average exchange rates.
Shows the underlying revenue change by
eliminating the impact of foreign exchange
rate movements.
Cash conversion
The ratio of cash generated from operations to
adjusted operating profit.
Indicates the extent to which the business
generates cash from adjusted operating profits.
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35
STRATEGIC REPORT
Principal risks
Our approach to risk management
During 2018, the Board’s Audit & Risk Committee have led a review of the Risk Management Policy and Procedure (the “Risk Policy”).
Primary responsibility for oversight and scrutiny of the internal controls and risk management has been delegated to the Audit & Risk
Committee, who report back to the Board on a regular basis. The Audit & Risk Committee’s Terms of Reference have been updated to
reflect their additional focus on risk management. The Risk Policy procedures have fed into the Board’s identification of the principal
risks and uncertainties facing the Company at 31 July 2018.
Summary of principal risks and uncertainties
The principal risks and uncertainties identified in the following table are those risks which are considered by the Board to be material to
the development, performance, position and/or future prospects of the Company. Whilst the risks have not materially changed since
the 2017 Annual Report, the risk factors may have evolved and the categorisation may have changed. These are not the only risks
facing the business, but are those which are considered to have a material impact on the business, and therefore are the focus
of discussion at the highest levels of the Company.
Risk category
Competition
Description
Mitigation
Increasing competition from “copycat” products could
attract clients away from YouGov.
In our fast-paced industry, YouGov’s offering
could become outdated and thereby not able to
retain clients.
Panel members could choose to move away from
YouGov and offer their opinions to competitors.
• Differentiation from our competitors: the size of
our panel and the wealth of data in our proprietary
data library are key assets which are difficult for
competitors to replicate.
• YouGov is continuously innovating to keep our
products relevant and at the cutting edge of
our industry.
• Dedicated Panel team manages the needs of our
panellists globally. We continuously innovate to
improve the panellist experience.
Cyber
Top risks identified from Cyber events are:
• YouGov’s Business Continuity and Disaster
• Inadequacy of IT infrastructure to support the
business. For example, an inability to restore
business promptly after an outage.
• Serious IT failure impacting on business operations
such as from deliberate intrusion (i.e. hacking, social
engineering or virus), accidental outage due to user
error, employee malfeasance or failure of physical
IT assets (i.e. data centres and/or hardware).
Data protection
The occurrence of a data breach incident (i.e.
exposure of panellist/client personal information)
due to deliberate intrusion (e.g. unauthorised access,
hacking, social engineering or virus), accidental data
leak, or deliberate de-anonymisation (client takes
YouGov data and combines it with their own data to
create data from which individuals can be identified).
Non-compliance under the EU GDPR or other data
protection or privacy legislation leading to significant
penalties or reputation damage.
Recovery plans are in place and regularly reviewed.
• Robust budget planning in place for IT resource
requirements, involving key stakeholders from
across the business.
• Breach Response policy and dedicated team
(including Group Head of Infrastructure & System
Operations, Group Head of Panel, Group Head of
Governance, Group Data Protection Officer and
Group Information Security Manager) in place to
respond to any breaches.
• Intrusion detection systems in place.
• IT security practices are externally validated.
• Dedicated Data Protection Officer and Information
Security Manager roles created in the year.
• Management focus on compliance across the
Group’s data handling activities.
• Compulsory training on IT Security and Data
protection for all employees across the Group.
• Data Protection Policies and Guidelines are
reviewed and updated regularly.
• As mentioned above, Breach Response policy
and dedicated team in place to respond to
any breaches.
36 YouGov Annual Report and Accounts 2018
Risk category
Description
Mitigation
Geopolitical
Consequences of the United Kingdom’s exit from the
European Union (“Brexit”) cause uncertainty for the
economic outlook for UK-based businesses.
• The Board and Governance team monitor the
political, industry and regulatory changes across
the Group in relation to Brexit.
• While YouGov is headquartered in the UK, the
USA is now the Group’s largest region in terms of
revenue and profit and is expected to be largely
unaffected by Brexit.
Internal controls
Unauthorised access to our systems and/or IT
infrastructure by ex-employees/contractors and/or
unknown third parties.
• The HR and IT teams work together to manage
access to our systems by known third parties such
as contractors and ex-employees.
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Regulatory
Reputation
Non-compliance with legal and regulatory
requirements for a listed company with overseas
subsidiaries. This could be due to a lack of
knowledge or understanding of relevant legislation,
or an inability to follow company policy.
Failure to protect the Group’s reputation could lead
to a loss of confidence and a decline in our customer
base; and affect our ability to recruit and retain
employees and panellists.
Damage to our reputation could arise from a range of
events, for example from our services being of poor
quality or the leak of confidential data.
• Prevention of access by unknown third parties
is the responsibility of the IT team. We employ
security systems which are externally validated.
• Group activities are subject to scrutiny by
the Board, Audit & Risk Committee and
external auditors.
• Management is supported by a team of qualified
professionals, external advisors and in-house Head
of Legal.
• PR advisors retained who actively monitor the
corporate press. Executive management have
received media training.
• Nominated staff to manage corporate social
media relations and nominated spokespersons for
media interaction.
• Panel team actively monitors panellist feedback by
email and surveys; Marketing team actively monitor
social media feeds and manage complaints.
Strategy
Key risks related to Strategy include:
• The Board adopts a five-year strategic plan and
• Failure to achieve projected growth in line with our
annual budget and/or do not meet the strategy
objectives in line with market expectations.
• Failure to identify or execute a successful strategy
for the business leading to loss of client base,
inadequate resources to provide new products
and/or services, and/or changes in technology
result in YouGov’s offering becoming outdated.
assesses progress against it annually.
• Executive LTIP designed to focus Senior
Management on profit growth (see Remuneration
Report on page 50 to 54).
• Senior Management focus on developing and
implementing new strategies, methodologies,
technologies, products and services.
• Robust planning process in place involving key
stakeholders across the business.
• Regular review of Company performance against
market expectations by the Board.
• Management meet regularly with the
Company’s broker to review market expectations
and messaging.
For detailed discussion on the financial risks facing the Group, please see Note 20 on pages 101 to 103.
The Strategic Report is approved by the Board and signed on its behalf by:
Stephan Shakespeare
Chief Executive Officer
9 October 2018
37
2
38 YouGov Annual Report and Accounts 2018
Governance
report
Chair’s Introduction and Corporate
Governance Statement
Board of Directors
Corporate Governance Report
Remuneration Report
Directors’ Report
Directors’ Responsibilities Statement
Independent Auditors’ Report to the Members of
YouGov plc on the Group Financial Statements
40
42
44
50
55
58
59
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39
GOVERNANCE REPORT
Chair’s Introduction and Corporate Governance Statement
On behalf of the Board, I am pleased to present the YouGov plc Corporate Governance Report for the year ended 31 July 2018.
The YouGov plc Board is committed to delivering high standards of corporate governance – commensurate with its size, stage
of growth and the nature of the Group’s activities – to its shareholders and other stakeholders including employees, panellists,
customers, suppliers and the wider community.
Evolving corporate governance at YouGov
Since 2014, the Company has followed the QCA Corporate Governance Code as its benchmark for good corporate governance
practice. Following the publication of a new QCA Code in April 2018 (the “QCA Code 2018”), the Board formally adopted the new
edition. I have overseen the adoption of the QCA Code 2018 into our Corporate Governance model, ensuring that the ten principles are
applied and that our corporate governance processes and procedures meet the new requirements. As a Company listed on the AIM
sub-market of the London Stock Exchange, we are not required to follow the UK Corporate Governance Code issued by the Financial
Reporting Council but we consider it in our corporate governance activities.
We continually improve our corporate governance practices with a view to achieving best-practice standards befitting our position
as one of the largest AIM-listed companies. During the year, corporate governance activities have included:
• Implementation of new risk management policy and procedure (see page 36);
• Nomination Committee search for new Directors (see page 46);
• Updating Terms of Reference for each of our Committees (see page 45 to 46);
• Review of the Board succession planning process (see page 46); and
• Review of the Board effectiveness evaluation process (see page 44).
We have a growing Governance Team at YouGov who assist the Board of Directors to ensure high standards are maintained.
40 YouGov Annual Report and Accounts 2018
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Corporate culture
As the pioneer of online market research, innovation is core to YouGov’s corporate culture. We have retained the progressive and
entrepreneurial spirit from YouGov’s early beginnings, developing it into the driven, fast-paced workplace that we have today.
As demonstrated by our line of business, YouGov’s culture is one where all opinions are valued and ideas are openly invited.
This culture is reflected in our approach to all parts of our business, from employee relations (such as providing agile working
opportunities and instilling a focus on inclusion) to panellist relations (such as seeking regular feedback on panellist’s experience
and surveying their views on YouGov developments). For information on our employee benefits, and how we interact with our
stakeholders, see page 49.
The Board monitors corporate culture through regular interaction with senior management and, for the Executive Directors in
particular, day-to-day contact with colleagues at all levels throughout the business. In a year in which we oversaw a number of
acquisitions and expansion to new geographies, corporate culture has been an area of focus for the Board during 2018. We aim for
acquired companies to be integrated into YouGov as swiftly as possible, from both an operational and cultural perspective.
Changes to our Board of Directors
This financial year has seen a number of changes to our Board of Directors, which are described in my statement in the Strategic
Report on page 5 and detailed in this Corporate Governance Report on page 44. We are confident the new composition makes for a
high performing Board with the right balance of experience and new ideas for achieving our ambitions for the business. As detailed on
page 44, we are undergoing a formal evaluation during 2018/19 to assess the performance of the new Board.
This Corporate Governance Report sets out our approach to governance, provides further information on the operation of the Board
and its Committees, and explains how the Group complies with the QCA Code 2018.
Roger Parry
Chair
9 October 2018
41
GOVERNANCE REPORT
GOVERNANCE
Board of Directors
Roger Parry CBE
Non-Executive Chair
Appointed:
Chair of YouGov plc in January 2007
Stephan Shakespeare
Chief Executive Officer
Appointed:
Founded YouGov plc in March 2000
Experience:
Roger is Chair of Oxford Metrics and a Non-
Executive Director of Uber UK. He was previously
Chair of Future Publishing, Johnston Press and
Shakespeare’s Globe Trust; a consultant with
McKinsey & Co; CEO of More Group, and CEO of
Clear Channel International. Roger was educated at
the universities of Oxford and Bristol. He is a Visiting
Fellow of Oxford University. He was awarded the
CBE in 2014. He is the author of five books including
The Ascent of Media.
Experience:
One of the pioneers of internet research,
Stephan has been the driving force behind
YouGov’s innovation-led strategy. He was Chair
of the Data Strategy Board for the Department
for Business, Innovation and Skills 2012/13 and
led the Shakespeare Review of Public Sector
Information. He is a Commissioner for the Social
Metrics Commission, an independent charity
dedicated to helping UK policy makers and the
public understand and take action to tackle poverty.
Stephan has an MA in English Language and
Literature from Oxford University.
Alex McIntosh
Chief Financial Officer
Sundip Chahal
Chief Operating Officer
Appointed:
Executive Director in December 2017
Appointed:
Executive Director in December 2017
Experience:
Alex has been with YouGov since 2007, and became
Chief Financial Officer in December 2017. Alex initially
joined YouGov as Corporate Finance Manager within
the finance team focussing on planning, budgeting
and corporate development. He became Chief
Strategy Officer in 2011 and played a leading role in
the development of YouGov’s strategic plans and
data product developments. Alex also held the role
of Chief Executive Officer of YouGov’s UK business
from 2015 to 2016. He previously worked in corporate
finance advising a wide range of companies on
their growth plans and first worked with YouGov
in 2005 while at Grant Thornton when he assisted
with the Group’s initial public offering on AIM.
Alex holds a BSc (Hons) in Applied Accounting, an
MSc in Finance, and is a Fellow of the Association of
Chartered Certified Accountants.
Experience:
Sundip has been with YouGov since 2005 and has
been the Group’s Chief Operating Officer since
2014. He initially joined YouGov’s UK business as
BrandIndex Sales Director, becoming Managing
Director of Data Products in 2008. In 2009, he was
appointed as Chief Operating Officer of YouGov’s
MENA business and relocated to Dubai to oversee
the expansion of YouGov’s core online services
across the Middle East, North Africa and Asia.
In 2010, he was promoted to Chief Executive Officer
of YouGov MENA. Prior to joining YouGov, Sundip
gained experience of the market research industry
with Ipsos Mori and Research International.
42 YouGov Annual Report and Accounts 2018
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Nick Jones
Non-Executive Director
S A
R
Ben Elliot
Non-Executive Director
Rosemary Leith
Non-Executive Director
AR
Appointed:
Senior Independent Director in June 2009
Appointed:
Non-Executive Director in August 2010
Appointed:
Non-Executive Director in February 2015
Experience:
Ben is the Co-Founder of Quintessentially, the
global luxury lifestyle company started in December
2000. He is also the Chair of the Quintessentially
Foundation, which has raised over £11m for charity
since 2008, and a Partner in Hawthorn Advisors,
a successful corporate communications business.
He is a Trustee for the V&A Museum and Chair of
the Philanthropy Board for the Royal Albert Hall, as
well as being a Trustee of the Eranda Rothschild
Foundation and the Honorary Treasurer for The
Centre for Policy Studies.
Experience:
Nick is Chief Financial Officer of Broadstone, the
provider of employee benefits, actuarial and
investment services advice to small and medium-
sized businesses. Prior to this, he was CFO of
Attenda, CFO of Achilles Group, and Global Head
of Finance for Reuters plc where he also led the
integration of Thomson and Reuters. Nick has held
senior financial roles in technology and media
businesses in the UK, the US and Europe including
Virgin Media, Phillips Electronics and RR Donnelley.
Nick is a Fellow of the Chartered Institute of
Management Accountants and holds a BA (Hons)
in Accounting and Finance.
Committees:
Chair of Audit & Risk Committee
(to become Member on 1 November 2018)
Member of Remuneration Committee
Experience:
Rosemary is a Non-Executive Director and member
of the Risk Committee of HSBC UK Bank plc. She is
Co-Founding Director of the World Wide Web
Foundation and Trustee of the National Gallery,
where she is Chair of the Digital Advisory Board
and member of the Remuneration Committee.
Rosemary is a Fellow at Harvard’s Berkman Klein
Center for Internet and Society. Rosemary is
an advisor to technology businesses including
Motive Partners, Infinite Analytics and Glasswing
Ventures, and academic institutions including
Queen’s University School of Business and Wolfson
College. She was Chair of the World Economic
Forum Global Agenda Council on Future of Internet
Security. Rosemary holds a Bachelor of Commerce
(Hons) in Finance and Accounting from Queen’s
University in Canada.
Committees:
Chair of Remuneration Committee
Member of Audit & Risk Committee
Key
S
A
R
Chair of Committee
Senior Independent Director
Audit Committee member
Remuneration Committee member
Andrea Newman
Non-Executive Director
Ashley Martin
Non-Executive Director
Appointed:
Non-Executive Director in December 2017
Appointed:
Non-Executive Director in September 2018
Experience:
Andrea is the Global Head of Marketing Wealth
& Brand Communications at HSBC Holdings
plc. In this role, Andrea is responsible for the
management of the HSBC brand globally, as
well as all marketing related to HSBC’s Wealth
Management propositions. She has been at HSBC
for 20 years and during that time has lived and
worked in the US and Asia Pacific in addition to the
UK. During her tenure with HSBC she has overseen
the development of the company’s brand from a
federation of over 50 brands to one unified brand,
ensuring HSBC’s place as one of the most globally
recognised financial services brands.
Experience:
Ashley joined the Board of YouGov on 1 September
2018. Ashley is also Non-Executive Director and
Chair of the Audit & Risk Committee at Zegona
Communications plc. Until recently, he served for
nine years as Non-Executive Director and Chair of
the Audit Committee at Rightmove plc. Ashley has
held executive roles at a number of high growth
entrepreneurial businesses in the technology,
media and communications sector including
Tempus Group plc, Rok plc and The Engine Group.
He is a Chartered Accountant and a Fellow of the
Institute of Chartered Accountants.
Committees:
To be appointed Chair of Audit & Risk Committee
from 1 November 2018
43
GOVERNANCE REPORT
Corporate Governance Report
for the year ended 31 July 2018
Statement of compliance
YouGov plc has adopted the QCA Code 2018. We are compliant with the principles of the Code. Disclosures required by the QCA Code
2018 have been made both in this Annual Report and on our website.
The Board
Composition
At 31 July 2018, the Board consisted of three Executive Directors and five Non-Executive Directors, including a Non-Executive Chair.
There were a number of changes to the composition of the Board during the year.
On 6 December 2017, Alan Newman retired and was succeeded by Alex McIntosh as Chief Financial Officer and an Executive Director.
On the same day, Doug Rivers retired as an Executive Director but remains as Chief Scientist; Sundip Chahal, Chief Operating Officer,
became an Executive Director; and Andrea Newman was appointed as a Non-Executive Director.
Since the close of the reporting year, on 1 September 2018, Ashley Martin was appointed as a Non-Executive Director.
The names of the Directors, their biographies and their respective responsibilities are shown on pages 42 and 43.
Independence
The Board periodically reviews its composition and succession planning framework to ensure that Board appointments create an
appropriate mix of skills and experience, and a level of diversity and independence that supports the Group’s objectives for business
growth. The key factors considered by the Board when determining a Director’s independence are their other commitments, their
tenure and, significantly, the personal qualities they demonstrate in the boardroom in particular their judgement and the level of
engagement and challenge that they provide in Board and Committee discussions. Each of the six Non-Executive Directors, including
the Non-Executive Chair, are considered by the Board to be independent. Principle 5 of the QCA Code 2018 confirms that a Director’s
independence is a Board judgement.
Roger Parry reached 11 years tenure on the Board of the Company in 2018. After evaluation, the Board has determined that Roger
remains independent in character and judgement in his role as Non-Executive Director and as Chair of the Board.
Nick Jones reached nine years tenure on the Board of the Company in 2018. After evaluation, the Board has determined that Nick
remains independent in character and judgement in his roles. Taking into account the length of Nick’s tenure, the Board has decided
that Ashley Martin will become Chair of Audit & Risk Committee with effect from 1 November 2018.
For more information on succession planning, please see the report of the Nomination Committee on page 46.
Operation
The Board operates both formally, through Board and Committee meetings, and informally, through regular contact amongst
Directors. High-level decisions on matters such as strategy, financial performance and reporting, dividends, risk management,
major capital expenditure, acquisitions and disposals are reserved for the Board or Board Committees. The Board receives regular
information from management on the Group’s performance and appropriate information relating to the agenda for formal Board and
Committee meetings are provided in advance of those meetings to the members.
All Directors are expected to commit sufficient time to their roles as required. As a minimum, Non-Executive Directors commit one
day per month to their roles for the Company and the Chair of the Board commits further time as required to appropriately fulfil his role
as Chair.
All Directors are required to submit themselves for re-election at the Annual General Meeting (“AGM”) following their appointment
and subsequently on a rotational basis, which ensures that each Director is submitted for re-election approximately every three years.
In line with best practice, the Board has decided that from the 2019 AGM onwards all Directors will be subject to re-election by the
shareholders at each AGM. It is planned that the Company’s Articles of Association, which were adopted in 2008, be revised to reflect
this new policy on annual re-election and be tabled at the 2019 AGM for shareholder approval.
Evaluation
The Board undertakes an evaluation of its own effectiveness on an annual basis. In accordance with best practice and given the recent
changes to the Board, the evaluation process was reviewed in 2018. After review, the Board determined that a more formal in-house
board evaluation would be most appropriate. The evaluation is facilitated by the Corporate Secretariat and consists of:
• questionnaires completed by each Director on effectiveness of the Board as a whole;
• individual peer-to-peer questionnaires; and
• one-to-one discussions with the Company Secretary.
Anonymised results from the questionnaires and discussions are shared with the full Board to facilitate discussion and, if appropriate,
allocation of actions for improvement. At the time of publication of this report, the evaluation process is underway. It is expected that
the Board will provide an overview of the board evaluation, its results and recommendations in the 2019 Annual Report.
44 YouGov Annual Report and Accounts 2018
Shareholder communications
The Executive Directors meet regularly with institutional shareholders to discuss the Group’s performance and future prospects.
At these meetings, the views of institutional shareholders are canvassed and subsequently reported back to the Board. The AGM
is available as a forum for communication with private shareholders. The Investor Relations section of the website is a key source
of information for all shareholders and maintained by the Corporate Secretariat. It is available at yougov.co.uk/about/investors.
The Company Secretary is the point of contact for investor relations.
Advisors
All Directors have access to all of the Group’s selected advisors and can obtain independent professional advice at the Group’s
own expense in performance of their duties as Directors. Board Committees are authorised to obtain, at the Group’s expense,
professional advice on any matter within their Terms of Reference. The Audit & Risk Committee works with the Group’s auditors,
PricewaterhouseCoopers LLP. The Company Secretary is supported on company secretarial matters by Numis (NOMAD) and Neville
Registrars (Registrar).
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Board Committees
The Board is supported by the Audit & Risk, Remuneration and Nomination Committees. All Terms of Reference are available to
download from yougov.co.uk/about/investors/corporate-governance.
Audit & Risk Committee
Members:
Meetings in 2017/18:
Nick Jones (Chair, Non-Executive Director), Rosemary Leith (Non-Executive Director)
3
In July 2018, the Audit Committee was renamed the Audit & Risk Committee (the “Committee”). The Committee operates under
Terms of Reference agreed by the Board. The Committee meets with external auditors to consider the Company’s financial reporting
in advance of its publication. On 1 November 2018, Ashley Martin will replace Nick Jones as Chair of the Committee, while Nick will
continue as a member. Both Nick Jones and Ashley Martin have recent and relevant financial experience. Executive members of the
Board attend meetings at the invitation of the Chair.
The Terms of Reference were updated following a review of current best-practice guidelines and to reflect the Committee’s additional
responsibilities regarding the review of risk. For more information on the risk review activities undertaken by the Committee during
2017/18, please see page 36.
The Audit & Risk Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed,
and makes recommendations as to the steps to be taken. In particular, the Committee is responsible for:
• ensuring that the financial performance of the Group is properly monitored and reported;
• monitoring the formal announcements relating to financial performance;
• meeting the auditors and agreeing audit strategy;
• reviewing reports from the auditors and management relating to accounts and internal control systems; and
• making recommendations to the Board in respect of external auditor appointment and remuneration.
The effectiveness of the internal control systems are regularly reviewed and an assessment of internal controls has been conducted
during the year. The Audit & Risk Committee monitors implementation measures to improve the control environment.
Although there was no formal internal audit during the year, the accounting functions were subject to periodic internal review. As the
business continues to grow, the Board and the Committee keep the Group’s need for an internal audit function under review.
Remuneration Committee
Members:
Meetings in 2017/18:
Rosemary Leith (Chair, Non-Executive Director) and Nick Jones (Non-Executive Director)
5
The Remuneration Committee (the “Committee”) develop the Remuneration Policy, which is approved by shareholders.
The Remuneration Committee operates under Terms of Reference agreed by the whole Board. In 2018, the Terms of Reference were
updated in line with best-practice guidance.
Details of each Director’s remuneration are presented in the Directors’ Remuneration Report on pages 52 to 54.
45
GOVERNANCE REPORT
Corporate Governance Report
for the year ended 31 July 2018 continued
Nomination Committee
Members:
Meetings in 2017/18:
Board of Directors
3
The whole Board acts as the Nomination Committee (the “Committee”), when the need arises. Roger Parry chairs the Committee,
except when the Committee is dealing with the matter of succession to the Chair. On these occasions, Nick Jones as the Senior
Independent Director, chairs the Committee.
The Nomination Committee operates under Terms of Reference agreed by the Board. During 2018, the Terms of Reference of the
Committee were updated in line with best-practice guidance.
Activities during the year focussed on succession planning, the appointment of two new Executive Directors, and the recruitment of
two new Non-Executive Directors:
• Succession planning: 2017/18 saw a number of changes in the composition of the Board. To support these changes, the Nomination
Committee reviewed the Board’s succession planning framework and established two sub-committees to focus on roles of Chair and
CEO. These sub-committees will meet annually to consider succession plans. The first sub-committee meetings are anticipated to take
place before the end of 2018/19. Additionally, the Board considers the role of Senior Independent Director annually. Succession plans
for all positions take into consideration the annual Board effectiveness evaluation process.
• Directors appointments: In assessing candidates for directorship, the Committee considers a wide variety of criteria including
experience, independence and diversity. In the 2017/18 financial year, the Committee used the services of an external search
consultant, Korn Ferry, to assist in identifying suitable candidates for Board appointments. For information on the new Directors during
2017/18, see pages 5 and 43.
Board and Committee attendance
The following table sets out the attendance of Directors at Board and Committee meetings during 2017/18.
Executive Directors
Stephan Shakespeare
Alex McIntosh1
Sundip Chahal1
Alan Newman2
Doug Rivers2
Non-Executive Directors
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman1
Ashley Martin3
Type
Executive
Executive
Executive
Executive
Executive
Non-Executive Chair
Non-Executive
Non-Executive
Non-Executive
Non-Executive
Non-Executive
Note:
Executive Directors attend Committee meetings by invitation only.
* Andrea Newman attends Remuneration Committee meetings by invitation only.
1 Appointed to the Board on 6 December 2017.
2 Retired from the Board on 6 December 2017.
3 Appointed to the Board after the end of the reporting period, on 1 September 2018.
Board
10 of 10
7 of 7
7 of 7
3 of 3
3 of 3
10 of 10
9 of 10
8 of 10
10 of 10
6 of 7
N/A
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
2 of 2
1 of 1
5 of 5
3 of 3
1 of 1
3 of 3
5 of 5
3 of 3
N/A
5 of 5
2*
N/A
3 of 3
1 of 1
1 of 1
0 of 2
0 of 2
3 of 3
2 of 3
2 of 3
3 of 3
0 of 1
N/A
46 YouGov Annual Report and Accounts 2018
Controls and procedures
Key controls and procedures
The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues and has put in
place an organisational structure with defined lines of responsibility and delegation of authority.
The Board, prior to approval being given, reviews the annual budget and forecasts. This includes the identification and assessment of
the business risks inherent in the Group as well as the data analysis and media sector as a whole, along with associated financial risks.
The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives in addition
to providing reasonable but not absolute assurance against material misstatement or loss. These include controls in relation to the
financial reporting process and the preparation of consolidated accounts. These procedures have been in place during the financial
year up to the date of approval of the Annual Report. This process is regularly reviewed by the Board and is in accordance with
Financial Reporting Council guidance.
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The key procedures include:
• detailed budgeting programme with an annual budget approved by the Board;
• regular review by the Board of actual results compared with budget and forecasts;
• regular reviews by the Board of year-end forecasts;
• establishment of procedures for acquisitions, capital expenditure and expenditure incurred in the ordinary course of business;
• detailed budgeting and monitoring of costs incurred on the development of new products;
• reporting to, and review by, the Board of changes in legislation and practices within the sector and accounting and legal developments
pertinent to the Group;
• appointing experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high
standards of performance; and
• appraisal and approval of proposed acquisitions by the Board.
Auditor independence
The Audit & Risk Committee also undertakes a formal assessment of the auditors’ independence each year, which includes:
• confirmation of the auditors’ objectivity and independence in the provision of non-audit services to the Group by the use of separate
teams to provide such services where appropriate;
• discussion with the auditors of a written report detailing relationships with the Group and any other parties that could affect
independence or the perception of independence;
• a review of the auditors’ own procedures for ensuring independence of the audit firm and partners and staff involved in the audit,
including the regular rotation of the audit partner; and
• obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in
Note 2 to the Financial Statements.
47
GOVERNANCE REPORT
Corporate Governance Report
for the year ended 31 July 2018 continued
Corporate Social Responsibility
The Board of Directors is committed to delivering high standards of corporate governance and a key element of this is managing
the Group in a socially responsible way. We want YouGov to be recognised as an organisation that is transparent and ethical in all
its dealings as well as making a positive contribution to the community in which it operates. We are mindful of the Group’s impact
on all our stakeholders including employees, panellists, clients, suppliers, shareholders, local communities, wider society and the
environment. We have in place global and local company policies which outline our expectations for employee behaviour and what
our employees can expect to receive from us.
Community
YouGov recognises the importance of respecting and supporting the communities in which it operates, and of making a positive
contribution to society through its work. Our employees have supported a number of charities and community initiatives during the
year, including raising funds for a children’s charity in Germany and collecting supplies for a women’s personal health charity in the UK.
Suppliers
YouGov aims to pay all its suppliers within a reasonable period of their invoices being received and approved, provided that the
supplier has performed in accordance with the relevant terms and conditions. For the financial year ended 31 July 2018, the Company
is not required to report on payment practices, policies and performance under Section 3 of Small Business, Enterprise and
Employment Act 2015.
Privacy
YouGov is an online market research and data analytics Group. The security and privacy of our data is paramount to our business.
YouGov expects employees, and those who we work with, to exercise high rigour when it comes to safeguarding the data of all
stakeholders, including personal data.
To reinforce our commitment to the security of data and information, during the year we created the new roles of Group Data
Protection Officer and Group Information Security Manager. Both roles work closely with our Group Head of Governance, Group Head
of Legal, Group Head of Infrastructure & System Operations and external advisors to ensure that the Group’s policies and procedures
are to a high standard befitting a company of our size and activities. We also introduced compulsory data protection and cyber security
e-learning programmes for all employees in the Group and we monitor the results and completion rates of this training.
To prepare for the GDPR which came into force in May 2018, YouGov established a cross-functional GDPR Compliance team which led
an internal compliance programme endorsed by the YouGov Group Board. As part of this programme, the Group’s Data Protection and
IT Security policies were refreshed, in compliance with GDPR as well as other relevant legislation.
Diversity in the workplace
YouGov is committed to providing a working environment in which its employees are able to realise their potential and to contribute to
business success irrespective of gender, marital status, ethnic origin, nationality, religion, disability, sexual orientation or age.
We demonstrated our commitment to diversity in the workplace this year by activities including:
• voluntarily publishing our first Gender Pay Gap Report in the UK;
• implementing a gender neutral recruitment process;
• qualifying as a Diversity Champion with Stonewall in the UK;
• committing to the Disability Confident employment scheme in the UK;
• celebrating International Women’s Day in March in our global offices; and
• celebrating Pride Week 2018 in our London office.
To view our Gender Pay Gap Information Report for 2018, please visit yougov.co.uk/about/investors/corporate-responsibility.
48 YouGov Annual Report and Accounts 2018
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Engagement with panellists
YouGov’s panel is our largest stakeholder group – at over 6 million individuals globally – and is essential to our success. Engaged,
diverse and opinionated panellists are key to our business. Keeping panellists engaged is central to what we do, and we have a global
Panel team dedicated to doing just that. We work to continually improve the panellist experience, such as:
• investing in new technology to ensure that when a panellist cashes in the points earned for sharing their opinion, they receive their
reward within hours; and
• developing a highly effective system of alerting panellists when their opinion “becomes the news”. We are fortunate that our research
is widely covered in international media, which allows us to tell panellists that they are contributing to the global debate on issues
of importance.
Employee involvement
Our employees are an integral part of our business. We realise that engaged and informed employees are productive employees.
We recognise the benefits of keeping employees informed on matters which affect them and the wider business, such as financial
factors impacting the performance of the Company and developments in the industry. Leaders within the business regularly present
at regional “All Hands” meetings to raise awareness throughout the business of the different operations. The London office’s monthly
“All Hands” meetings are available via web conferencing for all employees working at home or in other global offices.
Details of how employees are kept engaged in the financial and economic factors are outlined in the Directors’ Report on page 55.
Employee wellbeing
YouGov is committed to ensuring that our employees have a strong sense of support and wellbeing at work. It is our mission to
achieve a valued and productive workforce by implementing a culture of care, increasing employees’ skills and building the outlook
required to deal with the pressures of the modern workplace. We recognise that many individuals have various responsibilities at
home, or complicated commutes, so we offer remote working as standard in many roles, so long as it does not affect business
needs. This often enables employees to achieve a better work/life balance than the traditional 9-to-5 office hours, which in turn
increases productivity.
Health and safety
YouGov takes all reasonable and practicable steps to safeguard the health, safety and welfare of its employees. We recognise
our responsibility for the health and safety of those who may be effected by our activities, and take care to operate in a safe and
secure manner.
Ethical behaviour
YouGov expects its employees to exercise high professional, ethical and moral standards at all times whilst representing the Group.
The Group maintains an awareness of human rights issues and observance of pertinent law and we reflect this in our suite of policies;
these include an Anti-Bribery Policy and Whistleblowing Procedure.
Our statement on Modern Slavery in our supply chain is available at yougov.co.uk/about/investors/modern-slavery-act-statement.
Environment
YouGov recognises that the prudent use of resources delivers both environmental and financial benefits. We aim to promote the
maintenance of a healthy environment through responsible and sustainable consumption. Our operations are predominantly office
based and here we try to minimise our impacts where practicable.
As part of this policy, we undertake:
• that all waste is stored and disposed of responsibly, and recycled where possible;
• that paper used comes from reputable managed forests;
• to comply with the relevant packaging and waste regulations; and
• to minimise air travel by utilising conference and video calling technology when appropriate.
49
GOVERNANCE REPORT
Remuneration Report
for the year ended 31 July 2018
The Remuneration Committee sets the strategy, structure and levels of remuneration for the Executive Directors and also reviews
the remuneration of senior management. It does so in the context of aligning the financial interests of the Executive Directors,
management and employees with the achievement of the Group’s stated strategic objectives.
As an AIM-listed company, YouGov is not obliged to comply with the remuneration reporting requirements for companies as set
out in The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. However, the
Remuneration Committee has taken note of those elements of the Regulations which it considers are appropriate to the Company and
certain disclosures in this section reflect the requirements of the regulations.
Directors’ Remuneration Policy
Policy on remuneration of Non-Executive Directors
The remuneration of the Non-Executive Directors is set by the Board as a whole. The Board of Directors believes that ownership of the
Company’s shares by Non-Executive Directors helps to align their interests with those of the Company’s shareholders. Accordingly,
the Company’s policy is that a proportion of each Non-Executive’s fee will be paid in the form of ordinary shares in lieu of cash, save if
the Non-Executive Director has an existing substantial shareholding. During the year, £20,000 of the Chair’s fee and £5,000 of the other
Non-Executives’ fees, were paid in shares; this amounted to 10,191 shares in total (2017: 12,174 shares) as detailed in the following table:
Name
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman
Ashley Martin*
Title
Non-Executive Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Shares issued
5,095
1,274
1,274
1,274
1,274
–
* Appointed to the Board after the end of the reporting period, on 1 September 2018.
Policy on remuneration of Executive Directors
The Remuneration Committee reviews the performance of Executive Directors and sets the scale and structure of their remuneration
and the basis of their service agreements with due regard to the interests of shareholders. In determining that remuneration, the
Remuneration Committee seeks to offer a competitive remuneration structure to maintain the high calibre of its Executive Board.
The Committee believes that maintaining the Group’s business growth and profit record requires an overall compensation policy with
a strong performance-related element.
External appointments
Executive Directors are permitted to serve on other Boards. No Executive Director received any remuneration in the year in respect
of their external Non-Executive appointments.
Components
The main components of the Executive Directors’ remuneration are:
1. Basic salary
Basic salary for each Director is determined by the Remuneration Committee taking into account the performance of the individual
and external market data. The Committee’s policy is to review salaries annually.
2. Bonus scheme
The Remuneration Committee sets bonus targets linked to the Group’s stated strategy and tailored to each Director’s individual role.
These include financial and non-financial objectives. It assesses their overall performance against those indicators and generally in
determining the level of bonus payable.
The Remuneration Committee adopted a bonus scheme for the Executive Directors for the 2017/18 year. This annual bonus scheme
is focussed on the achievement of the Group’s short-term objectives and is designed to complement the LTIP 2014 which is focussed
on the achievement of the Group’s long-term objectives. The cash award values for 2017/18 are stated in this Remuneration Report on
page 52.
3. Shares
The Board believes that share ownership by Executive Directors strengthens the link between their personal interests and those of
the shareholders in respect of shareholder value. It therefore established long-term incentive plans designed to reflect an individual
manager’s contribution to long-term value creation.
50 YouGov Annual Report and Accounts 2018
Long Term Incentive Plan 2014 (“LTIP 2014”)
The current Long Term Incentive Plan (“LTIP 2014”) took effect from 1 August 2014. The participants are the Executive Directors and a
small group of senior managers whom the Board considers have a key role to play in the delivery of YouGov’s strategic plans. The plan
is designed to reward the participants for the achievement of highly demanding earnings per share growth targets over the five-year
period ending 31 July 2019.
Under the rules of this plan, participants are to be conditionally awarded nil cost options to acquire shares (or conditional stock
awards, if US residents). The awards are to be granted in three equal tranches over 2015/16 to 2017/18. Receipt of an award in each
of these years is dependent upon the achievement of specific and demanding personal targets set for that individual in the previous
financial year.
The award vesting conditions include earnings per share growth targets and an operating profit margin target (detailed below) and the
Remuneration Committee’s assessment of the Group’s underlying financial performance over the plan period.
Vesting of awards is dependent on the Group achieving the targets for compound earnings per share growth in the plan period as set
out in the table below:
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Five-year EPS CAGR1
Below 10%
10%
15%
25%
% of award vesting
Nil
15%
30%
100%
1. EPS is defined as the adjusted earnings per share calculated in accordance with the Group’s accounts (i.e. excluding the amortisation of intangible assets, share-based payments and other
separately reported items).
Vesting of awards is also dependent on the Group’s average operating margin being at least 12% over the five-year period (average
operating margin is the average of the adjusted operating profit, as defined in the accounts, divided by the revenue with each year’s
margin percentage being calculated first). If this underpin condition is not achieved, the shares awarded will not vest. If it is met, then
the five-year earnings per share growth performance will be assessed against the targets set out in the table above.
The maximum total number of shares to be awarded to each participant over the five years of the plan is based on a percentage of
their salary in the year ended 31 July 2015 and the share price at the start of the plan; the percentage levels vary by participant, as set
out in the table below:
Role
Chief Executive Officer
Executive Directors
Senior Managers
Maximum cumulative award after five years as % of salary in FY15
850%
500%
Between 150% and 250%
In addition, the Chief Executive Officer is entitled to an enhanced award if the Company’s share price grows by more than 200% over
the five-year period and if the other vesting conditions are also met in full. This additional award equates to 255% of his annual salary in
the year ended 31 July 2015. The combined maximum potential award for the Chief Executive Officer is thus 1105% of his annual salary.
This award was granted in full (as a single tranche) during the year.
2,330,975 share options were granted under the LTIP 2014 in the year ended 31 July 2018. These included conditional awards to the
Executive Directors of the Company, as set out in the below Annual Report on Remuneration.
Deferred Share Bonus Plan 2014 (“DSBP 2014”)
A Deferred Share Bonus Plan was established in 2014, for senior managers in the Group who do not participate in the new LTIP.
This plan entitles participants to an award of shares which must be retained for a period of two years and whose vesting is subject
to their continued employment during that time. The value of the award will be linked to the assessment of performance made in
determining their annual bonus. The maximum award level will normally be 10% of basic salary. As distinct from the new LTIP, awards
of DSBP shares may be made annually.
152,012 share options were granted under the DSBP 2014 in the year ended 31 July 2018, none of which were granted to Executive
Directors of the Company.
51
GOVERNANCE REPORT
Remuneration Report
for the year ended 31 July 2018 continued
Long Term Incentive Plan 2009 (“LTIP 2009”)
In the financial years 2008/9 to 2013/14, the Executive Directors and senior managers of the Company and its subsidiaries were
eligible to participate in the Long Term Incentive Plan established in 2009.
Under the rules of this plan, participants are conditionally awarded nil cost options to acquire shares (or conditional stock awards,
if US residents). The number of such shares awarded is normally calculated by reference to a percentage of the participant’s salary
and the Company’s closing share price for an appropriate reference period. The shares subject to the awards are to be released to
the recipients at the end of a holding period, normally three years, subject to their continued employment (with exceptions in certain
circumstances). The performance criteria attached to these awards relate to earnings per share growth and total shareholder return
(“TSR”) versus companies in the AIM Media Index.
The conditions applying to the last round of the LTIP 2009 awards, which were granted in 2013/2014, were met in full, and
consequently these awards vested in full, in November 2016.
No share options were granted under the LTIP 2009 in the year ended 31 July 2018.
Long Term Incentive Plan 2019 (“LTIP 2019”)
The Board is currently developing its next five-year strategic plan (for the period from 1 August 2018 to 31 July 2023) and the next long-
term share incentive plan to run alongside it (tentatively called the “LTIP 2019”). The details of the new five-year plan, and the proposed
new share incentive plan, will be shared with the Company’s major shareholders in the spring of 2019. Should the new incentive plan
be implemented, it is intended for the plan disclosures to include detail on Executive Director personal objectives and Company
targets for the achievement of awards under the plan.
Annual Report on Remuneration
A resolution will be put to the shareholders at the Annual General Meeting to be held on 12 December 2018, inviting them to consider
and approve this report. The Remuneration Report is unaudited, except where stated. This is not a remuneration report as defined by
Company Law.
The total aggregate remuneration (including benefits-in-kind and pension contributions) paid to the Directors by all members of the
Group for the year ended 31 July 2018 amounted to £1,860,700 (2017: £1,727,000).
Directors’ remuneration (audited)
Directors’ remuneration in aggregate for the year ended 31 July 2018 was as follows:
Name
Executive Directors
Stephan Shakespeare
Alex McIntosh*
Sundip Chahal*
Alan Newman**
Doug Rivers**
Non-Executive Directors
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman*
Ashley Martin***
Totals
Salary
£
256,903
120,349
137,513
328,746
97,876
100,000
42,000
35,000
42,000
19,577
–
Annual
bonus
£
Pension
contribution
£
Benefits-in-
kind
£
258,589
121,732
144,838
–
97,876
–
–
–
–
–
–
10,616
1,996
10,821
–
10,628
–
–
–
–
–
–
40,226i
793ii
29,125iii
–
–
–
–
–
–
–
–
Total
31 July
2018
£
566,334
244,870
322,297
328,746
206,380
Total
31 July
2017
£
504,795
–
–
415,642
606,898
100,000
100,000
42,000
35,000
42,000
19,577
–
35,000
30,000
35,000
–
–
1,179,964
623,035
34,061
70,144
1,907,204
1,727,335
* Appointed to the Board on 6 December 2017.
** Retired from the Board on 6 December 2017.
*** Appointed to the Board after the end of the reporting period, on 1 September 2018.
i The benefit-in-kind received consists of private health care, family travel allowance and living accommodation allowance.
ii The benefit-in-kind received consists of private health care.
iii The benefit-in-kind received consists of private health care, family travel allowance and dependants’ school fees allowance.
52 YouGov Annual Report and Accounts 2018
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In the year ended 31 July 2017, the remuneration paid to Stephan Shakespeare, Alan Newman and Doug Rivers included bonus
payments of £252,718, £209,771 and £297,916 respectively.
Directors’ share options (audited)
The following unexercised nil cost options over shares were held by Directors:
Plan
Date of grant
Stephan Shakespeare
Earliest
exercise date
Expiry
date
Number at
31 July 2017
Awarded
in year
Exercised
in year
Number at
31 July 2018
LTIP 2009
7 April 2014
17 October 2016
6 April 2024
LTIP 2014
9 December 2015*
14 October 2019
8 December 2025
LTIP 2014
9 December 2015
14 October 2019
8 December 2025
262,185
544,976
575,253
LTIP 2014
17 November 2016 14 October 2019
16 November 2026
605,529
–
–
–
–
LTIP 2014
12 December 2017 14 October 2019
11 December 2027
–
1,987,943
605,530
605,530
Alex McIntosh
LTIP 2009
29 July 2010
15 October 2012
28 July 2020
LTIP 2009
21 July 2011
14 October 2013
20 July 2021
LTIP 2009
30 July 2012
13 October 2014
29 July 2022
LTIP 2009
7 April 2014
17 October 2016
6 April 2024
LTIP 2014
9 December 2015
14 October 2019
8 December 2025
LTIP 2014
17 November 2016 14 October 2019
16 November 2026
LTIP 2014
12 December 2017 14 October 2019
11 December 2027
LTIP 2014
3 April 2018
14 October 2019
11 December 2027
Sundip Chahal
LTIP 2014
9 December 2015
14 October 2019
8 December 2025
LTIP 2014
17 November 2016 14 October 2019
16 November 2026
LTIP 2014
12 December 2017 14 October 2019
11 December 2027
LTIP 2014
3 April 2018
14 October 2019
11 December 2027
Alan Newman**
LTIP 2014
9 December 2015
14 October 2019
8 December 2025
LTIP 2014
17 November 2016 14 October 2019
16 November 2026
LTIP 2014
12 December 2017 14 October 2019
11 December 2027
Doug Rivers**
LTIP 2014
9 December 2015
14 October 2019
8 December 2025
LTIP 2014
17 November 2016 14 October 2019
16 November 2026
LTIP 2014
12 December 2017 14 October 2019
11 December 2027
* LTIP 2014 CEO’s enhanced award, as described on page 51.
** Retired from the Board on 6 December 2017.
14,527
17,500
15,326
11,517
86,486
86,486
–
–
231,842
120,412
120,412
–
–
240,824
295,664
295,664
–
591,328
332,491
332,491
–
664,982
–
–
–
–
–
–
86,487
191,291
277,778
–
–
120,411
204,748
325,159
–
–
295,663
295,663
–
–
332,492
332,492
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
262,185
544,976
575,253
605,529
605,530
2,593,473
14,527
17,500
15,326
11,517
86,486
86,486
86,487
191,291
509,620
120,412
120,412
120,411
204,748
565,983
295,664
295,664
295,663
886,991
332,491
332,491
332,492
997,474
53
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Remuneration Report
for the year ended 31 July 2018 continued
Statement of Directors’ Shareholding and Share Interests
Share options with performance conditions
Stephan
Shakespeare
2,593,473
Share awards without performance conditions
–
Alex
McIntosh
509,620
–
Sundip
Chahal
565,983
–
Alan
Newman
886,991
–
Doug
Rivers
997,474
–
Scheme interests in shares
2,593,473
509,620
565,983
886,991
997,474
Vested but unexercised share options
Shares beneficially owned
Total interest in shares
262,185
7,417,556
10,273,214
58,870
8,918
518,538
–
293,164
859,147
–
–
528,832*
988,135*
1,415,823
1,985,609
* As at 6 December 2017, the date of retirement from the Board.
Directors’ service contracts
The table below summarises key details in respect of each Director’s contract.
Executive Directors
Stephan Shakespeare
Alex McIntosh
Sundip Chahal
Alan Newman*
Doug Rivers*
Title
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Financial Officer
Chief Scientist
Contract date
18 April 2005
21 March 2018
21 March 2018
5 June 2009
7 August 2007
Notice period
12 months
6 months
6 months
6 months
90 days
Non-Executive Directors
Title
Date of initial appointment
Notice period
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman
Ashley Martin
Non-Executive Chair
6 February 2007
Non-Executive Director
2 June 2009
Non-Executive Director
2 August 2010
Non-Executive Director
1 February 2015
Non-Executive Director
6 December 2017
Non-Executive Director
1 September 2018
30 days
30 days
30 days
30 days
30 days
30 days
* Retired from the Board on 6 December 2017.
Save as set out above, there are no existing or proposed service contracts between any of the Directors serving at 31 July 2018 and the
Company or any member of the Company.
Directors’ conflicts of interest
The Company has procedures in place to monitor and manage Directors’ conflicts of interest. The Directors are required to declare
their interests and connected persons on an annual basis (and additionally when there is change) and the Company Secretary
maintains a register of said interests. The Company’s Articles of Association permit the Board to authorise declared conflicts of interest;
and Directors may excuse themselves from decisions when they are concerned about a conflict or potential conflict.
Save as disclosed, no Director has or has had any interest in any transaction which is or was unusual in its nature or conditions or
which is or was significant in relation to the business of the Company and which was effected by the Company either: (i) during the
current or immediately preceding financial year; or (ii) during any earlier financial year and which remains in any aspect outstanding
or unperformed.
54 YouGov Annual Report and Accounts 2018
Directors’ Report
for the year ended 31 July 2018
The Directors present their report and the audited consolidated financial statements for the year ended 31 July 2018.
Operating results
The financial and operational performance of the Group is discussed on page 1.
Financial summary
The financial summary is discussed on pages 29 to 34 of the Chief Financial Officer’s report.
Key performance indicators
Performance measured against key performance indicators is discussed on page 29.
Principal risks and uncertainties
The principal risks and uncertainties are discussed on pages 36 and 37.
Financial risks
The financial risks facing the Group are discussed in more detail in Note 20 on pages 101 to 103.
Dividends
A final dividend of 2.0p per share in respect of the year ended 31 July 2017 was paid on 11 December 2017, amounting to a total
payment of £2,106,340. A dividend of 3.0p per share in respect of the year ended 31 July 2018, amounting to a total payment of
£3,164,754 will be proposed at the Annual General Meeting on 12 December 2018.
Prospects
The Board’s assessment of the Company’s position and prospects are set out in the Chair’s statement on pages 4 to 5, the Chief
Executive Officer’s review on pages 26 to 28 and the Chief Financial Officer’s report on pages 29 to 34.
Future developments
Future developments are discussed in more detail in the Chief Executive Officer’s review on pages 26 to 28.
Events after the reporting date
On 21 August 2018, YouGov plc acquired InConversation Media Limited. Details of this transaction are disclosed within Note 27 on
page 107.
On 6 September 2018, YouGov plc completed a transaction with Crunch.io, Inc. Details of this transaction are disclosed within Note 27
on page 107.
Directors
The Directors of the Company who were in office during the year and at any point up to the date of signing this report were:
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Name
Title
Stephan Shakespeare
Chief Executive Officer
Alex McIntosh
Sundip Chahal
Alan Newman
Doug Rivers
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman
Ashley Martin
Chief Financial Officer
Chief Operating Officer
Chief Financial Officer
Chief Scientist
Non-Executive Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Role
Executive
Executive
Executive
Executive
Executive
Non-Executive
Non-Executive
Non-Executive
Non-Executive
Non-Executive
Appointed 6 December 2017
Appointed 6 December 2017
Retired 6 December 2017
Retired 6 December 2017
Appointed 6 December 2017
Non-Executive Director
Non-Executive
Appointed 1 September 2018
55
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Directors’ Report
for the year ended 31 July 2018 continued
Treasury shares
The total number of shares in treasury at 31 July 2018 was nil (2017: nil).
Directors’ interests in shares
The interests of the Directors in the shares of the Company as at 31 July 2018 and 31 July 2017 were as follows:
As at 31 July 2018
Number of shares
As at 31 July 2017
Number of shares
Stephan Shakespeare1
Alex McIntosh2
Sundip Chahal2
Alan Newman3
Doug Rivers3
Roger Parry
Nick Jones
Ben Elliot
Rosemary Leith
Andrea Newman2
Ashley Martin4
7,417,556
8,918
293,164
–
–
94,961
21,844
21,844
10,695
1,274
–
7,417,556
28,799
292,921
528,832
988,135
89,685
20,570
20,570
9,421
–
–
¹ Includes 559,404 ordinary shares held by Stephan Shakespeare’s wife, Rosamund Shakespeare.
² Appointed to the Board on 6 December 2017.
3 Retired from the Board on 6 December 2017.
4 Appointed to the Board after the end of the reporting period, on 1 September 2018.
There have been no changes to Directors’ interests in shares since the financial year-end. The Directors’ interests in share options are
detailed in the Remuneration Report on pages 53 and 54.
Major shareholders
At 31 July 2018, the Company was aware of the following interests in 3% or more of the nominal value of the Company’s shares:
Shareholder
Liontrust Asset Management
BlackRock
Aberdeen Standard Investments
T Rowe Price Global Investments
Octopus Investments
Stephan & Rosamund Shakespeare1
Kabouter Management
Investec Wealth & Investment
Charles Stanley
Baillie Gifford
¹ Includes 559,404 ordinary shares held by Stephan Shakespeare’s wife, Rosamund Shakespeare.
Shares
18,565,339
11,650,110
9,076,175
8,088,465
7,511,493
7,417,556¹
7,114,653
6,553,033
4,569,325
4,459,665
Percentage issued
share capital
17.60
11.04
8.60
7.67
7.12
7.03
6.74
6.21
4.33
4.23
56 YouGov Annual Report and Accounts 2018
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Research and development
The Group’s research and development activities centre on the development of bespoke software solutions to support and advance
our online capabilities. No research and development costs were charged to the Consolidated Income Statement in either 2018 or
2017. In 2018, £3.9m (2017: £3.4m) was capitalised and included within intangible fixed assets. Capitalised development is amortised
to the income statement over a period of three years, the amortisation charge in respect of capitalised development was £3.5m
(2017: £2.7m).
Charitable and political contributions
Donations to charitable organisations amounted to £97,000 (2017: £84,000). This included an annual subscription of £78,000
(2017: £78,000) in respect of the YouGov-Cambridge Programme, an academic partnership established with Cambridge University’s
Department of Politics and International Studies. The Company does not make political donations.
Employee involvement and communication
The Board firmly believes in the importance of keeping employees informed and engaged in the financial and economic factors
affecting the Group’s performance. Information about the Group’s performance against our five-year plan is shared with employees
through regular management briefings, newsletters and our global intranet. Employees are encouraged to own shares in the
Company, and many employees are shareholders and/or hold options under the Group’s share option schemes as part of their
compensation packages.
For more information about how we involve, engage and communicate with employees, please see page 49.
Insurance
During the financial year, the Group has maintained Directors’ and Officers’ liability insurance. In accordance with Section 236 of the
Companies Act 2006, qualifying third-party indemnity provisions are in place for the Directors and Company Secretary in respect of
liabilities incurred because of their office, to the extent permitted by law. This insurance was in force at the date of signing of the Annual
Report and financial statements.
Going concern
The Group meets its day-to-day working capital requirements through its own cash resources. The nature of the Group’s business
means that there is some uncertainty as to the future level of demand for the Group’s products. However, the Group’s forecasts and
projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to continue
operating without bank finance. After making enquiries, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the near future including the 12 months from the date of this report. The Group
therefore continues to adopt the going concern basis in preparing its Consolidated Financial Statements.
Independent auditors
In accordance with Section 418(2) of the Companies Act 2006, each of the Company’s Directors in office as at the date of this report
confirms that:
• so far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• all steps that ought to have been taken as a Director in order to make himself aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
The Group external auditors are PricewaterhouseCoopers LLP. A resolution to reappoint PricewaterhouseCoopers LLP as auditors to
the Company will be proposed at the forthcoming Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will be held on 12 December 2018 at our offices at 50 Featherstone Street, London
EC1Y 8RT.
Tilly Heald
Company Secretary
On behalf of the Board
9 October 2018
57
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GOVERNANCE REPORT
Directors’ Responsibilities Statement
Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared
the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted
by the European Union. 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 profit or loss of the Group and parent
company for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and IFRSs
as adopted by the European Union have been followed for the Company financial statements, subject to any material departures
disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and parent company
will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and parent company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and parent
company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and parent company
and enable them to ensure that the financial statements comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the parent company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that 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 and parent company’s position and performance, business model
and strategy.
Alex McIntosh
Chief Financial Officer
On behalf of the Board
9 October 2018
58 YouGov Annual Report and Accounts 2018
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Independent Auditors’ Report to the Members of YouGov plc
on the Group Financial Statements
Opinion
In our opinion, YouGov plc’s Group financial statements (the “financial statements”):
• give a true and fair view of the state of the Group’s affairs as at 31 July 2018 and of its profit and cash flows for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2018 (the “Annual Report”), which comprise:
the Consolidated Statement of Financial Position as at 31 July 2018; the Consolidated Income Statement and Consolidated Statement
of Comprehensive Income, the Consolidated Statement of Cash Flows, and the Consolidated Statement of Changes in Equity for the
year then ended; the accounting policies; and the notes to the financial statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section
of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our audit approach
Overview
Materiality
• Overall Group materiality: £690,000 (2017: £500,000), based on 3.5% of adjusted operating profit
(as presented on the face of the Consolidated Income Statement).
Audit scope
• The focus of the Group team’s work was on the UK and US operations. The Middle East operation was
also in full scope and we received reporting on the complete financial information from our Middle East
team. In addition, specified audit procedures were performed in Asia Pacific and by the Group team on
the German, Nordic and French operations.
• Capitalisation of internally generated intangible assets.
Key audit
matters
• Carrying value of goodwill and intangible assets.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, 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. These matters, and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
59
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Independent Auditors’ Report to the Members of YouGov plc
on the Group Financial Statements continued
Key audit matter
How our audit addressed the key audit matter
Capitalisation of internally generated
intangible assets
Refer to Principal accounting policies and Note 11.
We focussed on this area because of the significant
level of judgement by the Directors involved in
determining whether internal time and external
costs incurred in respect of internally generated
intangible assets satisfy the requirements of
the financial reporting framework (International
Accounting Standard 38 Intangible assets) to be
capitalised, including that they are separable from
the other assets of the business and will provide
future economic benefits for the Group.
Carrying value of goodwill and intangible assets
Goodwill is an intangible asset that arises on
the acquisition of a business and reflects the
portion of the consideration paid which cannot
be allocated to separately identifiable acquired
assets. Goodwill is not amortised but tested for
impairment at least once a year or more frequently
where there is an indication that it may be impaired.
The Group has also recognised both acquired and
internally generated intangible assets. Whilst these
are amortised over their useful economic life, there
is a risk that their value may need to impaired, and
so they are included in the impairment testing.
Determining if an impairment charge is required for
goodwill and intangible assets involves significant
judgements about the future results and cash
flows of the business, including forecast growth in
future revenues and EBITDA margins, as well as
determining an appropriate discount factor and
long-term growth rate.
Management used a Value in Use model to
compute the present value of forecast future
cash flows for each cash generating unit (CGU)
which was then compared to the carrying value
of the net assets of each CGU (including goodwill
and intangible assets) to determine if there was
an impairment.
Management deem the level of cash-generating
units (CGUs) to be each geographic region.
This represents the level at which the cash flows of
the businesses (and goodwill) are monitored and
therefore this is the level at which management
performs its impairment assessment.
Management’s impairment assessment has not
highlighted that any CGUs are impaired.
60 YouGov Annual Report and Accounts 2018
We have gained an understanding of the controls and review process over the
capitalisation of intangibles and tested the control surrounding the approval of
the IT development budget, which was reviewed by the Board as part of the
annual business planning process. We considered the feasibility and revenue
generation of each project with relevant personnel and obtained satisfactory
explanations for the assumptions made. In order to determine the economic
feasibility of these products, we have reviewed the revenue streams and
tested management’s forecasting associated with each of the intangible assets
to ensure it supports the net book value. We have reviewed management’s
classification of costs between new projects, improvements and maintenance
expenditure. We confirmed that time associated with maintenance has been
appropriately expensed. We have assessed whether any existing assets are
impaired as a result of new development in the year. We tested that for a
sample of projects costs capitalised they satisfied the recognition criteria in
IAS 38. We also tested a sample of internal costs to timesheets and supporting
payroll records and verified the allocation of employee costs to the correct
projects and external costs to invoices.
Based on the audit procedures performed, we are satisfied that amounts
capitalised appropriately reflect the requirements of IAS 38.
We checked and confirmed that the allocation of CGUs to geographic location
was consistent with internal management reporting.
We reviewed the judgements applied to future forecasts to ensure that these
included appropriate consideration of historical variances and uncertain
market conditions. We evaluated and sensitised the Directors’ future cash
flow projections and evaluated the process by which they were drawn up,
and tested the underlying value in use calculations.
We evaluated the Board approved cash flow forecasts for each CGU, and
understood the process by which these were calculated:
− the revenue and EBITDA growth rates used in the cash flow forecasts by
comparing them to historical results, economic forecasts and anticipated
growth in each relevant territory;
− the discount rate applied, by assessing the cost of capital for the Group and
comparable organisations; and
− the long-term growth rate applied, by comparing management’s rate to
forecast long-term GDP growth in each territory and industry growth reports.
We found the key assumptions to be reasonable.
We considered the Directors’ potential bias through performance of our
own sensitivity analysis on key assumptions, to understand the impact of
reasonable changes in the key assumptions on the available headroom.
This included sensitising the discount rate applied to the future cash flows, and
the short and longer-term growth rates and profit margins. In performing these
sensitivities we considered the historical budgeting accuracy and how the
assumptions compared to the actual values achieved in prior years and post
year-end.
With regard to the above procedures, including the reflection of historical
levels of variance from budget into the future forecasts, we determined that
the inputs to the value in use model were appropriate. This provided sufficient
evidence to support the Directors’ assessments that no impairments were
recognised. The Directors determined that no impairment and no sensitivity
disclosures were necessary for all CGUs. We found that these judgements
were supported by reasonable assumptions that would require significant
downside changes before any impairments were necessary.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which
it operates.
The Group reports its operating results and financial position in eight territories: the UK, USA, Germany, Nordics, Middle East, Asia
Pacific, France and Mainland Europe. The Group financial statements are a consolidation of the Group’s operating businesses and
central functions. The Group’s operating reporting units vary significantly in size, the most significant being the UK, US and the Middle
East. The Group team performed the audits of the UK, USA and the consolidation. We also issued instructions to our Middle East team,
which included guidance on the areas of focus for the audit. Our Middle East team performed their respective audit, in accordance
with our instruction, over the complete financial information of the Middle East and we had regular communication with them. We then
received reporting on the results of their work. In addition, specified audit procedures were performed in Asia Pacific by PwC Hong
Kong and PwC Singapore and by the Group team for the German, Nordic and French operations.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall Group materiality
£690,000 (2017: £500,000).
How we determined it
3.5% of adjusted operating profit (as presented on the face of the Consolidated Income
Statement).
Rationale for benchmark applied We believe that adjusted operating profit provides us with a consistent period on period basis
for determining materiality and eliminates the disproportionate effect of a discrete number of
items on the benchmark, which was also used last year.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was between £250,000 and £621,000. Certain components were audited
to a local statutory audit materiality that was also less than our overall Group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £34,500
(2017: £25,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when:
• the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about
the Group’s ability to continue to adopt the going concern basis of accounting for a period of at least 12 months from the date when the
financial statements are authorised for issue.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to
continue as a going concern.
61
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Independent Auditors’ Report to the Members of YouGov plc
on the Group Financial Statements continued
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report
thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any
form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report
certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’
Report for the year ended 31 July 2018 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we did not identify
any material misstatements in the Strategic Report and Directors’ Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are
also 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.
In preparing the financial statements, the Directors are responsible for assessing the Group’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 the Directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
62 YouGov Annual Report and Accounts 2018
Auditors’ responsibilities for the audit of the financial statements
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 an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a 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 the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
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Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• certain disclosures of Directors’ remuneration specified by law are not made.
We have no exceptions to report arising from this responsibility.
Other matter
We have reported separately on the parent company financial statements of YouGov plc for the year ended 31 July 2018.
Julian Jenkins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
9 October 2018
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3
64 YouGov Annual Report and Accounts 2018
Financial
statements
66
67
68
69
70
71
Consolidated Income Statement
Consolidated Statement of
Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Principal Accounting Policies of the
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Independent Auditors’ Report to the
Members of YouGov plc Report on the Parent
Company Financial Statements
111
Parent Company Statement of Financial Position
112
Parent Company Statement of Changes in Equity
113
Parent Company Statement of Cash Flows
Notes to the Parent Company Financial Statements 114
82
108
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65
FINANCIAL STATEMENTS
Consolidated Income Statement
for the year ended 31 July 2018
Revenue
Cost of sales
Gross profit
Operating expenses
Operating profit
Amortisation of intangibles
Other separately reported items
Adjusted operating profit
Finance income
Finance costs
Share of post-tax profit/(loss) of associates
Profit before taxation
Taxation
Profit after taxation
Attributable to:
– Owners of the parent
– Non-controlling interests
Earnings per share
Basic earnings per share attributable to owners of the parent
Diluted earnings per share attributable to owners of the parent
All operations are continuing.
Note
1
1
2
4
1
5
5
1
6
1
8
8
2018
£’000
116,559
(21,495)
95,064
(83,306)
11,758
7,024
892
19,674
151
(202)
66
11,773
(3,615)
8,158
8,158
–
8,158
7.7p
7.3p
2017
£’000
107,048
(21,339)
85,709
(78,152)
7,557
6,483
488
14,528
480
(226)
103
7,914
(3,273)
4,641
4,671
(30)
4,641
4.4p
4.2p
The notes and accounting policies on pages 71 to 107 form an integral part of these consolidated financial statements.
66 YouGov Annual Report and Accounts 2018
Consolidated Statement of Comprehensive Income
for the year ended 31 July 2018
Profit for the year
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Currency translation differences
Other comprehensive income for the year
Total comprehensive income for the year
Attributable to:
– Owners of the parent
– Non-controlling interests
Total comprehensive income for the year
2018
£’000
8,158
142
142
8,300
8,300
–
8,300
2017
£’000
4,641
1,159
1,159
5,800
5,830
(30)
5,800
Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income
is disclosed in Note 19.
The notes and accounting policies on pages 71 to 107 form an integral part of these consolidated financial statements.
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FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
as at 31 July 2018
Assets
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates
Deferred tax assets
Total non-current assets
Current assets
Trade and other receivables
Current tax assets
Cash and cash equivalents (excluding bank overdrafts)
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
Contingent consideration
Provisions
Total current liabilities
Net current assets
Non-current liabilities
Contingent consideration
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Merger reserve
Foreign exchange reserve
Retained earnings
Total equity attributable to owners of the parent
Total equity
Note
2018
£’000
2017
£’000
10
11
12
13
19
14
15
16
15
17
18
17
18
19
21
21
52,060
13,297
3,037
191
9,434
78,019
34,672
1,442
30,621
66,735
144,754
43,746
11,214
3,278
345
6,054
64,637
30,699
738
23,481
54,918
119,555
34,998
29,389
–
1,247
1,409
3,791
41,445
25,290
5,110
4,000
2,128
11,238
52,683
92,071
211
31,300
9,239
15,031
36,290
92,071
92,071
262
777
–
3,749
34,177
20,741
–
3,222
1,683
4,905
39,082
80,473
211
31,261
9,239
14,889
24,873
80,473
80,473
The notes and accounting policies on pages 71 to 107 form an integral part of these consolidated financial statements. The financial
statements on pages 66 to 107 were authorised for issue by the Board of Directors on 9 October 2018 and signed on its behalf by:
Alex McIntosh
Chief Financial Officer
YouGov plc
Registered No. 03607311
68 YouGov Annual Report and Accounts 2018
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Consolidated Statement of Changes in Equity
for the year ended 31 July 2018
Attributable to equity holders of the Company
Issued
share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Note
Foreign
exchange
reserve
£’000
Retained
earnings
£’000
Equity
attributable
to owners of
the parent
£’000
Non-
controlling
interest in
equity
£’000
Total
equity
£’000
Balance at 1 August 2016
209
31,086
9,239
13,730
19,795
74,059
30
74,089
Exchange differences on translation
Net gain recognised directly
in equity
Profit/(Loss) for the year
Total comprehensive
income/(expense) for the year
Issue of shares
Dividends paid
Share-based payments
Tax in relation to share-based
payments
Total transactions with owners
recognised directly in equity
21
7
22
19
–
–
–
–
2
–
–
–
2
–
–
–
–
175
–
–
–
175
–
–
–
–
–
–
–
–
–
1,159
1,159
–
–
–
4,671
1,159
1,159
4,671
–
–
(30)
1,159
1,159
4,641
1,159
4,671
5,830
(30)
5,800
–
–
–
–
–
(2)
(1,470)
1,488
391
407
175
(1,470)
1,488
391
584
Balance at 31 July 2017
211
31,261
9,239
14,889
24,873
80,473
Exchange differences on translation
Net gain recognised directly
in equity
Profit for the year
Total comprehensive income
for the year
Issue of shares
Dividends paid
Share-based payments
Tax in relation to share-based
payments
Total transactions with owners
recognised directly in equity
–
–
–
–
–
–
–
–
–
–
–
–
–
39
–
–
–
39
–
–
–
–
–
–
–
–
–
142
142
–
–
–
8,158
142
142
8,158
142
8,158
8,300
–
–
–
–
–
39
(2,106)
(2,106)
3,571
3,571
1,794
1,794
–
3,259
3,298
Balance at 31 July 2018
211
31,300
9,239
15,031
36,290
92,071
The notes and accounting policies on pages 71 to 107 form an integral part of these consolidated financial statements.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
175
(1,470)
1,488
391
584
80,473
142
142
8,158
8,300
39
(2,106)
3,571
1,794
3,298
92,071
69
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
for the year ended 31 July 2018
Cash flows from operating activities
Profit before taxation
Adjustments for:
Finance income
Finance costs
Share of post-tax profit of associates
Amortisation of intangibles
Depreciation
Loss on disposal of property, plant and equipment and other intangible assets
Profit on the disposal of subsidiary undertakings
Share-based payments
Other non-cash items*
Increase in trade and other receivables
Increase in trade and other payables
Increase in provisions
Cash generated from operations
Interest paid
Income taxes paid
Net cash generated from operating activities
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired)
Settlement of deferred consideration
Proceeds from the sale of subsidiary undertakings (net of cash disposed of)
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of plant, property and equipment
Dividends received from associates
Interest received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of share capital
Dividends paid to Shareholders
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of year
Note
2018
£’000
2017
£’000
11,773
7,914
(151)
202
(66)
7,026
1,231
7
–
3,571
(566)
(2,278)
2,097
771
23,617
(6)
(5,501)
18,110
(695)
(190)
–
(969)
(7,217)
5
220
28
(480)
226
(103)
6,508
1,174
7
(94)
1,488
–
(1,531)
2,779
1,026
18,914
(2)
(2,487)
16,425
–
–
150
(843)
(6,968)
–
–
8
(8,818)
(7,653)
39
(2,106)
(2,067)
7,225
23,219
177
30,621
175
(1,470)
(1,295)
7,477
15,553
189
23,219
2
2
12
11
15
* Includes (£1,682,000) in respect of the fair value gain on the acquisition of SMG Insight Limited which is offset by £785,000 of contingent consideration in respect of the Galaxy
DP Pty Ltd acquisition treated as staff costs.
The notes and accounting policies on pages 71 to 107 form an integral part of these consolidated financial statements.
70 YouGov Annual Report and Accounts 2018
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Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018
Nature of operations
YouGov plc and subsidiaries’ (“the Group”) principal activity is the provision of market research.
YouGov plc is the Group’s ultimate parent company. It is incorporated and domiciled in Great Britain. The address of YouGov plc’s
registered office is 50 Featherstone Street, London EC1Y 8RT United Kingdom. YouGov plc’s shares are listed on the Alternative
Investment Market of the London Stock Exchange.
YouGov plc’s annual consolidated financial statements are presented in UK Sterling, which is also the functional currency of the
parent company.
Basis of preparation
The consolidated financial statements of YouGov plc are for the year ended 31 July 2018. They have been prepared under the
historical cost convention modified for fair values under IFRS. These consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU),
IFRS Interpretations Committee (IFRS IC) Interpretations (as adopted by the EU) and the Companies Act 2006 applicable to
companies reporting under IFRS.
The policies set out below have been consistently applied to all years presented unless otherwise stated.
New standards, amendments and interpretations of existing standards adopted by the Group
The following standards, interpretations and amendments, which do not have a material impact, are mandatory for the first time
for the financial year beginning 1 August 2017 and are relevant to the preparation of the Group’s financial statements:
• Annual improvements 2014 (endorsed for annual periods on or after 1 January 2016); and
• Amendment to IFRS 11, ‘Joint arrangements’ on acquisition of an interest in a joint operation (effective annual periods beginning
on or after 1 January 2016).
New standards and interpretations not applied
The following amendments to standards and interpretations are mandatory for the first time for the financial years beginning
on or after 1 August 2018 and will be relevant to the preparation of the Company’s financial statements.
IFRS 15, ‘Revenue from contracts with customers’: Is a converged standard from the IASB and FASB on revenue recognition.
The standard will improve the financial reporting of revenue and improve comparability of the top line in financial statements
globally. This is effective for accounting periods beginning after 1 January 2018. The Group’s evaluation of the effect of the adoption
of this standard is ongoing, involving a review of its major contracts within each revenue stream. At present it is not anticipated that
it will have a significant impact on the Group’s revenue accounting policies.
Amendments to IAS 12, ‘Income taxes’: These amendments on the recognition of deferred tax assets for unrealised losses clarify
how to account for deferred tax assets related to debt instruments measured at fair value. This is effective for accounting periods
beginning after 1 January 2018.
Amendments to IFRS 2, ‘Share based payments’: This amendment clarifies the measurement basis for cash-settled, share-based
payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an
exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer
is obliged to withhold an amount for the employee’s tax obligation associated with a share-based payment and pay that amount
to the tax authority. This is effective for accounting periods beginning after 1 January 2018.
IFRS 9 ‘Financial instruments’: This standard replaces the guidance in IAS 39. It includes requirements on the classification and
measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred
loss impairment model. This is effective for accounting periods beginning after 1 January 2018. The Group’s evaluation of the effect
of the adoption of this standard concluded that the Group’s policy for bad debt provisioning will need to be brought in-line with the
new standard. As a result it is expected that a small restatement of the bad debt provision as at 31 July 2018 will be required for the
financial statements for the year ending 31 July 2019.
71
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018 continued
IFRS 16, ‘Leases’: This standard replaces the current guidance in IAS 17 and is a far-reaching change in accounting by lessees in
particular. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating
lease (off-balance sheet). IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments and a “right-
of-use asset” for virtually all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases
of low-value assets; however, this exemption can only be applied by lessees. For lessors, the accounting stays almost the same.
However, as the IASB has updated the guidance on the definition of a lease (as well as the guidance on the combination and
separation of contracts), lessors will also be affected by the new standard. At the very least, the new accounting model for lessees
is expected to impact negotiations between lessors and lessees. Under IFRS 16, 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. This is effective for
accounting periods beginning after 1 January.
Annual improvements 2014–2016: These amendments impact three standards:
• IFRS 1, ‘First-time adoption of IFRS’, regarding the deletion of short term exemptions for first-time adopters regarding IFRS 7,
IAS 19, and IFRS 10 effective 1 January 2018; and
• IAS 28, ‘Investments in associates and joint ventures’ regarding measuring an associate or joint venture at fair value, effective
1 January 2018.
These amendments are not yet endorsed by the EU.
IFRIC 22, ‘Foreign currency transactions and advance consideration’: This IFRIC addresses foreign currency transactions or parts of
transactions where there is consideration that is denominated or priced in a foreign currency. The interpretation provides guidance
for when a single payment/receipt is made as well as for situations where multiple payments/receipts are made. The guidance
aims to reduce diversity in practice. This is effective for accounting periods beginning after 1 January 2018 although has not yet
been endorsed by the EU.
Management will assess the impact on the Group of these standards prior to the effective date of implementation. There are
no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group for the
financial year beginning 1 August 2018. Management will assess the impact on the Group of these standards prior to the effective
date of implementation. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have
a material impact on the Group.
Basis of consolidation
The Group financial statements consolidate the Company and all of its subsidiary undertakings (see Note 13) drawn up to 31 July
2018. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group 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
to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
Acquisitions of subsidiaries are dealt with by the acquisition method. The acquisition method involves the recognition at fair value
of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether
or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and
liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used
as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating
out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group’s share of the
identifiable net assets of the acquired subsidiary at the date of acquisition. Acquisition-related costs are charged to the income
statement in the period in which they are incurred.
The Group treats transactions with non-controlling interests as transactions with parties external to the Group. Disposals to non-
controlling interests result in gains and losses for the Group that are recorded in the Statement of Changes in Equity. Purchases of
non-controlling interests are recognised directly in reserves, being the difference between any consideration paid and the relevant
share acquired of the carrying value of net assets of the subsidiary.
Associates and joint ventures
Entities whose economic activities are controlled jointly by the Group and by other venturers independent of the Group are
accounted for using the equity method. Associates are those entities over which the Group has significant influence (defined
as the power to participate in the financial and operating decisions of the investee but not control or joint control over those
policies) but which are neither subsidiaries nor interests in joint ventures. The results and assets and liabilities of associates and
joint ventures are incorporated in these Consolidated Financial Statements using the equity method of accounting, under which
72 YouGov Annual Report and Accounts 2018
investments in associates and investments in joint ventures are carried in the Consolidated Statement of Financial Position at cost
as adjusted for post-acquisition changes in the Group’s share of net assets of the associate or joint venture less any impairment
in the value of individual investments. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the
Consolidated Income Statement, and its share of post-acquisition movements in other comprehensive income is recognised in
other comprehensive income.
However, when the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint
venture, including any unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Group
resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group’s
interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Amounts reported in the financial statements of associates and joint ventures have been
adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
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Segmental analysis
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors.
The Board of Directors (which is the “chief operating decision-maker”) primarily reviews information based on product lines, Custom
Research, Data Products and Data Services, with supplemental geographical information. As a result, product lines form the basis
for the segmental reporting with supplemental geographical information also provided.
Revenue
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for services provided,
excluding Value Added Tax and trade discounts. Accrued income is the difference between the revenue recognised and the
amounts actually invoiced to customers. Where invoicing exceeds the amount of revenue recognised, these amounts are included
in deferred income.
Market research
Revenue arises from the provision of market research services. Within this revenue stream are syndicated and non-syndicated
services. Data Products revenue streams are mainly syndicated services whilst Omnibus and Custom Research revenue streams
are mainly non-syndicated services.
Syndicated services
Syndicated services are the consistent provision of data over a specified period of time. Revenue is recognised from the point in
time at which access passwords have been made available to the customer. Revenue is recognised in equal monthly instalments
over the life of the contract.
Non-syndicated services
Non-syndicated services vary in size and complexity. Revenue is recognised on each contract in proportion to the level of
services performed by reference to the project manager’s estimates and time records against budgeted and assigned resource.
Revenue is recognised on long-term contracts, if the outcome can be assessed with reasonable certainty, by including in the
income statement revenue and related costs as contract activity progresses based on the stage of completion.
Media buying
Where the Group acts as an agent, the revenue recorded is the net amount retained when the fee or commission is earned.
Although the Group may bear credit risk in respect of these activities, the arrangements with clients are such that the Group
considers that it is acting as an agent. In such cases, costs incurred with external suppliers (such as media suppliers) which
are passed on to customers are excluded from the Group’s revenue.
Non-cash transactions
The Group enters into contracts for the provision of market research services in exchange for advertising rather than for cash
or other consideration. When barter transactions are agreed, the value of the work provided to the counterparty is equal in value
to that which would be provided in an ordinary cash transaction. As required by IAS 18 the value of advertising receivable in all
significant barter transactions is measured at the fair value of the services provided.
73
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018 continued
Provisions
Provisions are recognised in the Consolidated Statement of Financial Position when a Group company has a present obligation
(legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as
a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Staff gratuity costs
The staff gratuity provision is a statutory obligation under UAE labour law, whereby each employee on termination of their contract
is due a payment dependent upon their number of years of service and nature of the termination. The liability is based on the
estimated cash outflow based on historical experience of rates of resignation and redundancy.
Panel incentive costs
The Group invites consumer panel members to fill out surveys in return for a cash or points-based incentive. Although these
amounts are not paid until a predetermined target value has accrued on a panellist’s account, an assessment of incentives likely to
be paid (present obligation) is made taking into account past panellist behaviour and is recognised as a cost of sale in the period in
which the service is provided. This assessment takes into account the expected savings from the prize draw offered
in various territories.
Interest income/expense
The Group receives interest income for cash funds that are held on short-term instant access deposit. Where interest receipts
are received after the balance sheet date, the interest due is accrued for the requisite period at the prevailing rate on the deposit.
Interest expense is recognised using the effective interest method, which calculates the amortised cost of a financial liability and
allocates the interest over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Separately reported items
The Group’s Income Statement separately identifies items that are in the Directors’ judgement are one-off in nature or need to
be disclosed separately by virtue of their size and incidence. In determining whether an item or transaction should be separately
identified, the Directors consider quantitative as well as qualitative factors such as the frequency, predictability of occurrence and
significance. This is consistent with the way that financial performance is measured by management and reported to the Board.
Separately reported items may not be comparable to similarly titled measures used by other companies. Disclosing certain
items separately provides additional understanding of the performance of the Group. Examples include acquisition costs and
restructuring costs.
Taxation
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet
date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on
the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and
joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that
reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income
tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be
able to be offset against future taxable income. Deferred tax assets and liabilities are calculated at tax rates that are expected
to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date.
The deferred tax provision is held at its current value and not discounted.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
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Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement,
except where they relate to items that are charged or credited directly to equity or other comprehensive income, in which case
the related deferred tax is also charged or credited directly to equity or other comprehensive income.
Dividends
Dividends are recognised when the shareholders’ right to receive payment is established.
Goodwill
Goodwill representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired is capitalised and reviewed annually, or if indications of impairment exist, for impairment. Goodwill is carried at cost less
accumulated impairment losses. If the Group’s interest in the net fair value of the identifiable assets, liabilities, contingent liabilities
of the acquired entity exceeds the cost of the business combination the excess is recognised immediately in the Consolidated
Income Statement.
On disposal of a business, goodwill is allocated based on calculated fair value of assets disposed and included in the calculation
of the profit or loss on disposal.
Intangible assets
Intangible assets represent identifiable non-monetary assets without physical substance. Intangible assets are valued at either
their directly attributable costs or using valuation methods such as discounted cash flows and replacement cost in the case of
acquired intangible assets. The Directors estimate the useful economic life of each asset and use these estimates in applying
amortisation rates. The Directors periodically review useful economic life estimates. Intangible assets are stated at cost net of
amortisation and any provision for impairment. The Directors conduct an impairment review of intangible assets for assets with an
indefinite life annually, or if indications of impairment exist. Where impairment arises, losses are recognised in the Consolidated
Income Statement. Amortisation of intangible assets is shown on the face of the consolidated income statement, except for the
amortisation of panel incentive costs incurred in product development, which is recognised in cost of sales.
Intangible assets acquired as part of a business combination
In accordance with IFRS 3 ‘Business Combinations’, an intangible asset acquired in a business combination is deemed to have
a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations
about the probability that the future economic benefits embodied in the asset will flow to the Group. Where an intangible asset
might be separable, but only together with a related tangible or intangible asset, the Group of assets is recognised as a single
asset separately from goodwill where the individual fair values of the assets in the Group are not reliably measurable. Where the
individual fair value of the complementary assets is reliably measurable, the Group recognises them as a single asset provided
the individual assets have similar useful lives. Intangible assets acquired as part of a business combination are typically amortised
using the straight-line method over the following periods:
Intangible asset
Software and software development
Customer contracts and lists
Patents and trademarks
Intangible assets generated internally
Amortisation period
3 – 5 years
10 – 11 years
5 – 15 years
Internally generated intangible assets are only capitalised where they meet all of the following criteria stipulated by IAS 38:
• completion of the intangible asset is technically feasible so that it will be available for use or sale;
• the Group intends to complete the intangible asset and use or sell it;
• the Group has the ability to use or sell the intangible asset;
• the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market
for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used
in generating such benefits;
• there are adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
• the expenditure attributable to the intangible asset during its development can be measured reliably.
Internally generated intangible assets are staff costs that are capitalised at their directly attributable cost. Development costs not
meeting the criteria for capitalisation are expensed as incurred. Development costs previously recognised as an expense are not
recognised as an asset in subsequent periods.
75
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018 continued
Internally generated intangible assets are amortised from the moment at which they become available for use. Amortisation rates
applicable to internally generated intangible assets are typically:
Intangible asset
Software and software development
Patents and trademarks
Development costs
Consumer panel
Amortisation period
3 years
not amortised
2 – 5 years
The consumer panel is the core asset from which the Group’s online revenues are generated.
Where a consumer panel or list is acquired as part of a business combination the cost of the asset is recognised at its fair value
to the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model.
Consumer panel costs reflect the direct cost of recruiting new panel members. Consumer panel costs are split between
enhancement and maintenance of the asset. Enhancement costs are capitalised whilst maintenance costs are expensed.
Amortisation is charged to write off the panel acquisition costs over a three-year period, this being the Directors’ estimate
of the average active life of a panellist.
Software and software development
Capitalised software includes our survey and panel management software and other items including the YouGov BrandIndex
platform, which are key tools of the Group’s business. Software and software development also include purchased off-the-
shelf software.
Where software is acquired as part of a business combination, the cost of the asset is recognised at its fair value to the Group at
the date of acquisition. The fair value is calculated by management using a replacement cost model. Amortisation is charged to
write off the software over a three-to-five-year period, this being the Directors’ estimate of the useful life of the software.
Where software is developed internally, directly attributable costs including employee costs are capitalised as software
development. Amortisation commences upon completion of the asset. Amortisation is charged to write off the software over
a three-year period, this being the Directors’ estimate of the useful life of software.
Customer contract and lists
Where a customer contract or list is acquired as part of a business combination, the cost of the asset is recognised at its fair
value to the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model.
Customer contracts and lists are amortised over a useful economic life based on Directors’ estimates.
Patents and trademarks
Where a patent or trademark is acquired as part of a business combination the cost of the asset is recognised at its fair value
to the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model.
Patents acquired as part of a business combination are amortised over a useful economic life based on Directors’ estimates.
Patents and trademarks acquired on an ongoing basis to protect the YouGov brand and its products are included at cost and
are not amortised, as the trademarks are indefinite in their longevity through legal rights.
Product Development costs
Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which
it is incurred.
The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce,
and prepare the asset to be capable of operating in the manner intended by management.
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Impairment testing of goodwill, other intangible assets and property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Goodwill is allocated to those cash-generating units that are expected to benefit from synergies
of the related business combination and represent the lowest level within the Group at which management monitors the related
cash flows.
Goodwill, other individual assets or cash-generating units that include goodwill, other intangible assets with an indefinite useful life,
and those intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or cash-
generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its
recoverable amount. The recoverable amount is calculated as value in use based on an internal discounted cash flow evaluation.
Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying
amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the
exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may
no longer exist.
Property, plant and equipment and depreciation
Property, plant and equipment is carried at cost net of depreciation and any provision for impairment. Cost includes the
original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
No depreciation is charged during the period of construction. Leasehold property is included in property, plant and equipment
only where it is held under a finance lease. Depreciation is calculated to write-down the cost less estimated residual value of all
property, plant and equipment over their estimated useful economic lives.
Asset
Freehold property
Depreciation rate
Straight-line over 25 years
Leasehold property improvements
Straight-line over the life of the lease
Fixtures and fittings
Computer equipment
Motor vehicles
25% on a reducing balance
33% per annum straight-line
25% or the life of the lease
The residual values and useful lives of all assets are reviewed at least at the end of each reporting period.
Leased assets and operating leases
In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially
all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception
of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental
payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged
to the income statement over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement
on a straight-line basis over the lease term. Lease incentives are spread over the term of the lease.
77
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018 continued
Financial assets
Financial assets are divided into the following categories: Trade receivables, loans and available-for-sale financial assets.
Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which
they were acquired.
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and
default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired.
The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance
account, and the amount of the loss is recognised in the Consolidated Income Statement within operating expenses. When a trade
receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts
previously written off are credited against operating expenses in the Consolidated Income Statement.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. Trade receivables and other financial assets are classified as loans and receivables. Loans and receivables are measured
subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change
in their value through impairment or reversal of impairment is recognised in the consolidated income statement.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other
categories. As at 31 July 2018, there are no assets held in this category (31 July 2017: £nil).
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts
due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference
between the asset’s carrying amount and the present value of estimated future cash flows.
An assessment for impairment is undertaken at least at each reporting date.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset
is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the
cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset but
assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for
derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains
nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.
Financial liabilities
Financial liabilities are measured at amortised cost using the effective interest method. Financial liabilities are assigned to the
different categories by management on initial recognition, depending on the purpose for which they were acquired.
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party
to the contractual provisions of the instrument.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-
current liabilities.
Borrowings and lease liabilities are initially recorded at the fair value which is typically the proceeds received, net of any issue costs
and subsequently carried at amortised cost. Finance charges are accounted for on an effective interest method and are added to
the carrying value of the instrument to the extent that they are not settled in the period in which they arise.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled
or expires.
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Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, with
maturities no longer than three months. In addition, bank overdrafts which are repayable on demand are included for the purposes
of the Consolidated Statement of Cash Flows.
Equity
Equity comprises the following:
• share capital represents the nominal value of equity shares;
• share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net
of incremental and directly attributable expenses of the share issue;
• foreign exchange reserve represents the differences arising from translation of investments in overseas subsidiaries;
• retained earnings represent retained profits; and
• merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares issued/
allotted directly to acquire another entity meeting the specific requirements of Section 612 of the Companies Act 2006.
The conditions of the relief include:
• securing at least 90% of the nominal value of equity of another company; and
• the arrangement provides for allotment of equity shares in the issuing company.
Foreign currencies
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”). The consolidated financial statements are presented in
Sterling, which is the Company’s functional and presentation currency.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the reporting date. Non-
monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of
the transaction.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from
those at which they were initially recorded are recognised in the consolidated income statement in the period in which they arise.
The assets and liabilities in the financial statements of foreign subsidiaries and associates and related goodwill are translated at
the rate of exchange ruling at the reporting date. Income and expenses are translated at average rate unless average rate is not a
good approximation of the rate ruling on the date of the transaction. The exchange differences arising from the retranslation of the
opening net investment in subsidiaries and joint ventures are taken directly to the “Foreign exchange reserve” in equity.
Employee benefits
Equity-settled share-based payments
The Group operates a number of equity-settled share-based payment compensation plans under which the entity receives
services from employees as consideration for equity instruments (options) of the Group. All equity-settled share-based payments
are ultimately recognised as an expense in the consolidated income statement with a corresponding credit to retained earnings.
This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication
that the number of share options expected to vest differs from previous estimates.
No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that
estimated on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital, and where
appropriate, share premium.
79
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements for the year ended 31 July 2018 continued
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it
has a constructive obligation to pay them as a result of the announcement of a detailed formal plan to terminate the employment
of current employees. Benefits falling due more than 12 months after the end of the reporting period are discounted to their
present value.
Contingent consideration
Future anticipated payments to vendors in respect of earn outs are based on the Directors’ best estimates of future obligations,
which are dependent on the future performance of the interests acquired and assume the operating companies improve profits
in line with Directors’ estimates. When consideration payable is deferred, the fair value of the consideration is obtained by
discounting to present value the amounts expected to be payable in the future at a rate equivalent to a UK 10 year treasury gilt
(or foreign equivalent), this being, in the Directors’ opinion the most appropriate barometer for a risk-free rate. Subsequent changes
in the amount of contingent consideration recognised are recorded as other separately reported items in the Consolidated
Income Statement.
Imputed interest
When the outflow of cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value
of the consideration is the present value of all future payments determined using an imputed rate of interest. The imputed rate of
interest used is the risk-free rate, this being, in the Directors’ opinion the most appropriate rate. The difference between the present
value of all future payments and the nominal amount of the consideration is recognised as an interest charge. Imputed interest is
shown within finance costs in the Consolidated Income Statement.
Going concern
The Group meets its day-to-day working capital requirements through its available cash resources. The Group’s forecasts and
projections, taking account of reasonable possible changes in trading performance, show that the Group should be able to operate
without bank finance. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in
preparing its consolidated financial statements.
Accounting estimates and judgements
In the process of applying the Group’s accounting policies the Directors are required to make estimates and adjustments that
may affect the financial statements. The Directors believe that the estimates and judgements applied in the financial statements
are reasonable.
Estimates and judgements are evaluated on a regular basis and are based on historical experience (where applicable) and other
factors, such as expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. These estimates, by definition, will rarely equal the related
actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are discussed below. Where estimates and judgements have been made, the
key factors taken into consideration are disclosed in the appropriate Note in these consolidated financial statements.
Revenue recognition
The Group is required to make an estimate of project completion levels on long-term contracts for revenue recognition purposes.
This is based upon the project manager’s estimates and available time records against budgeted and assigned resource for the
initial project scope. This involves an element of estimation, and therefore differences may arise between the actual and estimated
result. Where differences arise, they are recognised in the Consolidated Income Statement for the following reporting period.
Share-based payments
The Group is required to make estimates regarding the assumptions that are used to calculate the income statement charge for
share-based payments. The value of share options is measured using either the Black Scholes option pricing model or the Monte
Carlo Simulation. This is dependent on the conditions attached to each of the issued options. Where conditions are non-market
based the Black Scholes option pricing model is used. Where market based conditions are attached to options, the fair value is
determined using the Monte Carlo Simulation. Inputs to the calculations include (but are not limited to) expected volatility, expected
life, risk-free rate, expected dividend yield and redemption rates, the inputs used are disclosed in Note 22. Variances in any of the
inputs could lead to the charge being higher or lower than appropriate.
80 YouGov Annual Report and Accounts 2018
Income taxes
The Group is subject to income taxes in various jurisdictions. Judgement is required in determining the worldwide provision for
income taxes. There are many transactions/calculations for which the ultimate tax determination is uncertain during the ordinary
course of business. Where the final tax outcome is different to what is initially recorded, such differences will impact the income
tax and deferred tax provisions. Income taxes are disclosed fully in Note 6.
Deferred taxation
Estimation is required by management in determining whether the Group should recognise a deferred tax asset.
Management considers whether there is sufficient certainty that its tax losses available to carry forward will ultimately be offset
against future probable profits before taxation. This estimate impacts on the degree to which deferred tax assets are recognised.
Deferred taxation is disclosed fully in Note 19.
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Goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy.
The recoverable amount is based on the higher of value in use calculations and the fair value less cost to dispose. The use of this
method requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the present
values of these cash flows. The estimates used in the impairment review are fully disclosed in Note 10.
All payments to purchase a business are recorded at fair value at the acquisition date, with contingent payments classified as debt
subsequently re-measured through the consolidated income statement. There is a choice on an acquisition-by-acquisition basis
to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share
of the acquiree’s net assets.
Contingent consideration
As part of the acquisitions, contingent consideration is payable to selling shareholders based on the future performance of the
businesses. Judgement is required in estimating the magnitude of contingent consideration and the likelihood of payment.
Contingent consideration is disclosed fully in Note 17.
Other intangible assets
The Group is required to identify and assess the useful life of intangible assets and determine if there is a finite or indefinite life.
Judgement is required in determining if an intangible asset has a finite life and the extent of this finite life in order to calculate the
amortisation charge on the asset. The Group tests at each reporting date whether intangible assets have suffered any impairment,
in accordance with the accounting policy. The recoverable amount of cash-generating units has been determined based on
discounted future cash flows. These calculations require estimates to be made. Where there is no method of valuation for an
intangible asset, management will make use of a valuation technique to determine the value of an intangible if there is no evidence
of a market value. In doing so certain assumptions and estimates will be made. Intangible assets are fully disclosed in Note 11.
Judgement is also required in the determination of the costs that satisfy the IAS 38 criteria for capitalisation as intangible assets.
Panel incentive provision
The Group is required to assess the likelihood that panel incentives earned by consumer panel members will be redeemed and
maintain a provision to cover this potential liability. Factors taken into consideration include the absolute liability, redemption rates
and panel activity rates. Whilst historical data can indicate trends and behaviours, it is not a definite indicator of the future. In arriving
at the carrying value of the provision, certain assumptions and estimates have to be made. The estimates used in calculating the
panel incentive provision are fully disclosed in Note 18.
81
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018
1 Segmental analysis
The Board of Directors (which is the “chief operating decision-maker”) primarily reviews information based on product lines: Custom
Research, Data Products and Data Services; with supplemental geographical information.
2018
Revenue
Cost of sales
Gross profit
Operating expenses
Adjusted operating profit
Amortisation of intangible assets
Other separately reported items
Operating profit
Finance income
Finance costs
Share of post-tax loss in joint
ventures and associates
Profit before taxation
Taxation
Profit after taxation
Other segment information
Depreciation
2017
Revenue
Cost of sales
Gross profit
Operating expenses*
Adjusted operating profit
Amortisation of intangible assets
Other separately reported items
Operating profit
Finance income
Finance costs
Share of post-tax loss in joint
ventures and associates
Profit before taxation
Taxation
Profit after taxation
Other segment information
Depreciation
Custom
Research
£’000
58,657
(14,205)
44,452
(30,331)
14,121
Data
Products
£’000
30,445
(3,700)
26,745
(15,086)
11,659
Data
Services
£’000
28,956
(5,089)
23,867
(15,865)
8,002
Eliminations &
Unallocated
Costs
£’000
(1,499)
1,499
–
(14,108)
(14,108)
Group
£’000
116,559
(21,495)
95,064
(75,390)
19,674
(7,024)
(892)
11,758
151
(202)
66
11,773
(3,615)
8,158
596
214
192
229
1,231
Custom
Research
£’000
60,220
(14,389)
45,831
(36,928)
8,903
Data
Products
£’000
24,070
(3,284)
20,786
(13,756)
7,030
Data
Services
£’000
23,296
(4,204)
19,092
(13,359)
5,733
Eliminations &
Unallocated
Costs
£’000
(538)
538
–
(7,138)
(7,138)
Group
£’000
107,048
(21,339)
85,709
(71,181)
14,528
(6,483)
(488)
7,557
480
(226)
103
7,914
(3,273)
4,641
731
138
173
132
1,174
* Custom Research operating expenses in the prior year includes £1,709,000 of costs related to wider innovation initiatives that have been included within Unallocated Costs
in the current year.
82 YouGov Annual Report and Accounts 2018
1 Segmental analysis continued
Supplementary analysis by geography
Revenue and adjusted operating profit by geography based on the origin of the sale
UK
USA
Mainland Europe
Middle East
Asia Pacific
Intra-Group revenues/unallocated costs
Group
Revenue by geography based on the destination of the customer.
2018
2017
Adjusted
operating
profit/
(loss)
£’000
Revenue
£’000
Adjusted
operating
profit/
(loss)
£’000
Revenue
£’000
31,332
12,032
27,139
48,159
16,556
40,710
21,571
2,272
21,227
12,057
3,552
16,322
8,748
847
5,512
(5,308)
(15,585)
(3,862)
8,575
9,276
2,314
2,449
(908)
(7,178)
116,559
19,674
107,048
14,528
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s
2018
External sales
Inter-segment sales
Total revenue
2017
External sales
Inter-segment sales
Total revenue
UK
£’000
USA
£’000
Mainland
Europe
£’000
Middle
East
£’000
Asia
Pacific
£’000
Intra-
Group
revenues
£’000
Group
£’000
30,926
48,422
21,435
9,318
6,458
–
116,559
2,363
3,388
1,879
391
619
(8,640)
–
33,289
51,810
23,314
9,709
7,077
(8,640) 116,559
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d
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o
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a
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o
n
26,766
42,595
20,126
13,523
4,038
–
107,048
1,752
2,764
1,487
281
390
(6,674)
–
28,518
45,359
21,613
13,804
4,428
(6,674)
107,048
Inter-segment sales are priced on an arm’s-length basis that would be available to unrelated third parties.
83
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
2 Operating expenditure
The profit before taxation is stated after charging:
Auditors’ remuneration:
Fees payable for the audit of the parent company and the consolidated financial statements
Audit of subsidiaries
Audit related assurance services
Tax compliance services
Tax advisory services
Total auditors’ remuneration
Disposals, depreciation and amortisation:
Amortisation of intangible assets recognised in operating expenses
Amortisation of intangible assets recognised in cost of sales
Total amortisation of intangible assets
Loss on disposal of intangible assets and property, plant and equipment
Depreciation of property, plant and equipment (Note 12)
Operating lease rentals:
Plant and machinery
Land and buildings
Other expenses:
Exchange gains/(losses)
Share-based payment expenses (Note 22)
Charitable donations
3 Staff costs and numbers
Wages and salaries
Social security costs
Share-based payments (Note 22)
Other pension costs
Other benefits
2018
£’000
2017
£’000
243
121
19
69
118
570
7,024
2
7,026
6
1,231
14
2,193
2
3,571
97
2018
£’000
41,123
5,630
3,571
1,054
9,625
61,003
257
106
3
16
10
392
6,483
25
6,508
7
1,174
55
2,430
(268)
1,488
84
2017
£’000
40,762
4,717
1,488
1,119
9,288
57,374
Included in the above amount are staff costs totalling £3,940,000 (2017: £3,421,000) that were capitalised in relation to internally
developed intangible assets. Further details are provided in Note 11. Pension costs are contributions made on behalf of employees
to defined contribution pension schemes. Other benefits include staff bonuses paid in cash and private healthcare insurance.
84 YouGov Annual Report and Accounts 2018
3 Staff costs and numbers continued
The monthly average number of employees including Director’s of the Group during the year was as follows:
Key management personnel
Administration and operations
2018
Number
2017
Number
28
788
816
29
750
779
Specific disclosures in relation to compensation for key management personnel (defined as Board and Divisional, Product and
Function Heads) who held office during the year was as follows:
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a
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c
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a
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f
o
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m
a
t
i
o
n
Short-term employee benefits
Post-employment benefits
Share-based payments
2018
£’000
5,019
109
3,300
8,428
2017
£’000
5,249
144
1,186
6,579
Disclosure of Directors’ remuneration including share options are included in the Remuneration Report on pages 50 to 54, which
form part of the financial statements.
4 Other separately reported items
Restructuring costs
Acquisition-related costs
Fair value gain
Profit on disposal of subsidiary of subsidiary undertaking
2018
£’000
1,381
1,193
(1,682)
–
892
2017
£’000
582
–
–
(94)
488
Restructuring costs in the year included £1,036,000 in relation to the reduction of non-core custom operations in Mainland Europe
and the Middle East and £181,000 in relation to the Reports product line being discontinued. £164,000 of costs also arose from the
establishment of centralised global operations and finance support functions. In 2017, £265,000 of costs were incurred in relation
to the Middle East restructuring process and £317,000 was incurred in relation to the global operations reorganisation.
Acquisition-related costs in the year comprise £864,000 the acquisition of Galaxy DP Pty Limited including £785,000 of contingent
consideration treated as staff costs, £228,000 for the acquisition of SMG Insight Limited and £101,000 of preliminary work towards
acquisitions completed after the reporting date. Further detail on the completed acquisitions is provided in Note 9 and the
acquisitions completed after the reporting date in Note 27.
Following the acquisition of the remaining share capital of SMG Insight Ltd the Group’s existing 20% shareholding underwent a fair
value assessment in accordance with IFRS 3. A gain of £1,682,000 was recognised as a result of this review.
The gain on the disposal of subsidiary undertakings in the prior year of £94,000 arose on the disposal of Service Rating GmbH.
85
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
5 Finance income and costs
Interest receivable from bank deposits
Foreign exchange gains on cash and intra-Group loans
Total finance income
Interest payable on bank loans and overdrafts
Other interest payable
Foreign exchange losses on cash and intra-Group loans
Imputed interest on contingent consideration and provisions
Total finance costs
6 Taxation
The taxation charge represents:
Current tax on profits for the year
Adjustments in respect of prior years
Total current tax charge
Deferred tax:
Origination and reversal of temporary differences
Adjustments in respect of prior years
Impact of changes in tax rates
Total deferred tax credit
Total income statement tax charge
The tax assessed for the year is higher (2017: higher) than the standard rate of corporation tax in the UK.
The differences are explained below:
Profit before taxation
Tax charge calculated at Group’s standard rate of 19% (2017: 19.67%)
Variance in overseas tax rates
Impact of changes in tax rates
Gains not subject to tax
Expenses not deductible for tax purposes
Tax losses for which no deferred income tax asset was recognised
Adjustments in respect of prior years
Associates results reported net of tax
2018
£’000
28
123
151
2
4
121
127
75
202
2018
£’000
5,042
69
5,111
(1,746)
(189)
439
(1,496)
3,615
2018
£’000
11,773
2,237
943
439
(347)
182
294
(120)
(13)
2017
£’000
8
472
480
2
–
204
206
20
226
2017
£’000
2,987
305
3,292
428
(409)
(38)
(19)
3,273
2017
£’000
7,914
1,557
1,305
(38)
(25)
45
553
(104)
(20)
Total income statement tax charge for the year
3,615
3,273
86 YouGov Annual Report and Accounts 2018
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6 Taxation continued
On 8 July 2015, the UK corporation tax rate was reduced from 20% to 19% from 1 April 2017 and to 18% from 1 April 2020.
On 15 September 2016, further changes to the UK corporation tax rates were made reducing the main rate to 17% from 1 April 2020.
On 22 December 2017, the US federal corporate income tax rate reduced from 35% to 21%. These changes have been substantively
enacted at the balance sheet date and, therefore, are included in these financial statements. Deferred taxes at the balance sheet
date have been measured using the enacted tax rates reflected in these financial statements.
7 Dividend
On 5 December 2017, a final dividend in respect of the year ended 31 July 2017 of £2,106,000 (2.0p per share) (2016: £1,470,000
(1.4p per share)) was paid to Shareholders. A dividend in respect of the year ended 31 July 2018 of 3.0p per share, amounting to
a total dividend of £3,165,000 is to be proposed at the Annual General Meeting on 12 December 2018. These financial statements
do not reflect this proposed dividend payable.
8 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to Ordinary Shareholders divided by the
weighted average number of shares in issue during the year. Shares held in employee share trusts are treated as cancelled for
the purposes of this calculation.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares
and the post–tax effect of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential
Ordinary Shares.
The adjusted earnings per share has been calculated to reflect the underlying profitability of the business by excluding the
amortisation of intangible assets, share-based payments, imputed interest, impairment charges, other separately reported items
and any related tax effects as well as the derecognition of tax losses.
Profit after taxation attributable to equity holders of the parent company
Add: amortisation of intangible assets included in operating expenses
Add: share-based payments
Add: imputed interest (Note 5)
Add: other separately reported items
Tax effect of the above adjustments and adjusting tax items*
Adjusted profit after taxation attributable to equity holders of the parent company
2018
£’000
8,158
7,024
3,571
75
892
(2,172)
17,548
2017
£’000
4,671
6,483
1,488
20
488
(1,639)
11,511
* Adjusting tax items in the year includes a one off charge of £374,000 as a result of the reduction in US Federal Tax rates. 2017 included a charge of £341,000 relating to the
derecognition of tax losses in Asia Pacific.
87
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
8 Earnings per share continued
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
Number of shares
Weighted average number of shares during the year: (’000 shares)
– Basic
– Dilutive effect of share options
– Diluted
The adjustments have the following effect:
Basic earnings per share
Amortisation of intangible assets
Share-based payments
Imputed interest
Other separately reported items
Tax effect of the above adjustments and adjusting tax items
Adjusted earnings per share
Diluted earnings per share
Amortisation of intangible assets
Share-based payments
Imputed interest
Other separately reported items
Tax effect of the above adjustments and adjusting tax items
Adjusted diluted earnings per share
9 Business combinations and disposals
Acquisition of Galaxy DP Pty Limited
2018
2017
105,410
7,084
112,494
105,453
4,670
110,123
7.7p
6.7p
3.4p
0.1p
0.8p
(2.1p)
16.6p
7.3p
6.2p
3.2p
0.1p
0.8p
(2.0p)
15.6p
4.4p
6.2p
1.4p
0.0p
0.5p
(1.6p)
10.9p
4.2p
5.9p
1.4p
0.0p
0.5p
(1.5p)
10.5p
On 11 December 2017, to strengthen its position in the Australian market, YouGov purchased a 100% shareholding in Galaxy
DP Pty Limited (“Galaxy”), an Australian-based research company. An initial payment of AU$1,250,000 (£700,000) was paid upon
completion, with a further AU$332,000 (£190,000) paid in April 2018. The balance of the consideration is payable, contingent
on performance, in two instalments in December 2018 and December 2019.
The contingent consideration is estimated to total AU$3.0m (£1.7m) this part of the consideration is contingent upon continuing
employment and therefore will be treated as staff compensation under IFRS.
In addition transaction and integration costs of £79,000 were incurred as a result of the acquisition, these have also been treated
as excluded items and recognised in the income statement as separately reported items.
88 YouGov Annual Report and Accounts 2018
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9 Business combinations and disposals continued
The amount recognised for each class of assets and liabilities acquired is as follow:
Intangible assets
Property, plant and equipment
Cash
Current assets
Current liabilities
Tax payable
Dividend payable
Deferred tax
Net Assets acquired
Goodwill on acquisition
Total consideration for acquisition
Consideration contingent on continued employment
Total consideration and related employee benefits
Acquiree’s
carrying
amount
before
combination
£’000
Fair value
adjustments
£’000
Fair value
acquired
£’000
–
424
28
873
807
(979)
(21)
(604)
3
107
–
–
–
–
–
–
(116)
308
424
28
873
807
(979)
(21)
(604)
(113)
415
469
884
1,653
2,537
Fair value adjustments included the recognition of the fair value of customer relationships and a related deferred tax liability.
The goodwill is attributable to the workforce and the profitability of the acquired business. It will not be deductible for tax purposes.
Ownership and control passed to YouGov on 11 December 2017 and Galaxy has been consolidated within the Group financial
statements from that date. Since the acquisition Galaxy has contributed £1,501,000 to Group revenue and £376,000 to Group
adjusted operating profit. If the acquisition had occurred on 1 August 2017 Galaxy would have contributed £2,246,000 to Group
revenue and would have increased Group operating profit by £466,000.
Acquisition of SMG Insight Limited
On 22 May 2018, to provide YouGov with the opportunity to develop new syndicated data products for the sports industry,
YouGov purchased the remaining 80% shareholding in SMG insight Limited (“SMG”), a UK-based research company in which it had
previously held a 20% stake. An initial payment of £1,000,000 was paid upon completion with a further payment of up to £1,000,000
payable in May 2019 contingent on collection of trade receivables. The balance of the consideration is payable, contingent on
EBITDA performance, in three annual instalments with a final payment in 2021.
The total contingent consideration is forecast to be £5,727,000 and as this is not contingent upon future employment it is all treated
as consideration for acquisition.
In addition transaction and integration costs of £228,000 were incurred as a result of the acquisition, these have also been treated
as excluded items and recognised in the income statement as separately reported items.
Provisional fair value adjustments have been made to align SMG’s accounting policies with those of YouGov and to account for
the fair value of customer relationships and attributable deferred taxation of the business which are recognised upon acquisition.
Management are currently finalising their fair value and contingent consideration calculations and this will be completed in the year
ending 31 July 2019.
89
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
9 Business combinations and disposals continued
The amount recognised for each class of assets and liabilities acquired is as follow:
Intangible assets
Property, plant and equipment
Cash
Current assets
Current liabilities
Tax payable
Dividend payable
Deferred tax
Net Assets acquired
Goodwill on acquisition
Total consideration for acquisition
Total consideration analysed as:
Carrying value of investment
Re-measurement of investment to fair value
Cash
Contingent consideration
Total consideration
Fair value
adjustments
£’000
Fair value
acquired
£’000
1,483
1,483
Acquiree’s
carrying
amount
before
combination
£’000
–
18
132
1,757
(1,276)
(161)
(1,101)
3
–
(34)
(184)
–
–
9
(263)
(622)
1,005
21
132
1,723
(1,460)
(161)
(1,101)
(254)
383
8,026
8,409
–
1,682
1,000
5,727
8,409
The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible
for tax purposes.
Ownership and control passed to YouGov on 22 May 2018 and SMG has been consolidated within the Group financial statements
from that date. Since the acquisition SMG has contributed £789,000 to Group revenue and reduced Group adjusted operating profit
by £6,000. If the acquisition had occurred on 1 August 2017 SMG would have contributed £6,647,000 to Group revenue and would
have increased Group operating profit by £1,169,000.
Disposal of Service Rating GmbH
On 31 March 2017, Service Rating GmbH, a German-based rating agency, was sold for a consideration of £173,000 payable in cash.
The net asset value of Service Rating GmbH on disposal was £79,000 resulting in a profit on disposal in the prior year of £94,000.
90 YouGov Annual Report and Accounts 2018
10 Goodwill
Middle
East
£’000
USA
£’000
Nordic
£’000
Germany
£’000
CoEditor
£’000
Carrying amount at 1 August 2016
1,667
19,941
8,429
10,980
Exchange differences
15
186
502
640
Carrying amount at 31 July 2017
1,682
20,127
8,931
11,620
Additions through
business combinations
Exchange differences
–
(7)
–
(71)
–
(52)
–
(49)
569
–
569
–
–
Asia
Pacific
£’000
815
2
817
–
(7)
Galaxy
£’000
SMG
£’000
Total
£’000
–
–
–
–
–
–
42,401
1,345
43,746
469
8,026
8,495
5
–
(181)
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c
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a
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f
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m
a
t
i
o
n
Carrying amount at 31 July 2018
1,675
20,056
8,879
11,571
569
810
474
8,026
52,060
At 31 July 2018
Cost
1,675
20,056
8,879
12,294
Accumulated impairment
–
–
–
(723)
Net book amount
1,675
20,056
8,879
11,571
569
–
569
810
–
810
474
8,026
52,783
–
–
(723)
474
8,026
52,060
In accordance with the Group’s accounting policy, the carrying values of goodwill and other intangible assets are reviewed annually
for impairment. The cash-generating units (“CGUs”) are consistent with those segments shown in Note 1. The 2018 impairment
review was undertaken as at 31 July 2018. The recoverable amounts of all CGUs have been determined based on value in use
calculations. This review assessed whether the carrying value of goodwill was supported by the net present value of future cash
flows derived from assets using a projection period of five years for each CGU based on approved budget numbers.
The sources of the assumptions used in making the assessment are as follows:
• growth rates are internal forecasts based on both internal and external market information;
• margins reflect past experience, adjusted for expected changes;
• terminal growth rates based on management’s estimate of future long-term average growth rates; and
• discount rates based on Group WACC, adjusted where appropriate.
Annual EBITDA growth rates of 2.25% have been assumed in perpetuity beyond year five. The pre-tax weighted average costs
of capital used to discount the future cash flows to their present values are Middle East 10% (2017: 10%), USA 17% (2017: 17%),
Nordic 13% (2017: 13%), Germany 15% (2017: 15%) and Asia Pacific 12% (2017: 12%).
Management has considered reasonable possible changes in the above key assumptions and performed sensitivity analyses
under these scenarios. This analysis shows that sufficient headroom exists and would not give rise to any further impairment.
91
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
11 Other intangible assets
At 1 August 2016
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2017
Opening net book amount
Additions:
Separately acquired
Internally developed
Amortisation charge:
Separately acquired
Internally developed
Business combinations
Disposals
Exchange differences
Closing net book amount
At 31 July 2017 and 1 August 2017
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2018
Opening net book amount
Additions:
Separately acquired
Internally developed
Business combinations (Note 9)
Amortisation charge:
Separately acquired
Internally developed
Business combinations
Exchange differences
Consumer
panel
£’000
Software and
software
development
£’000
Customer
contracts
and lists
£’000
Patents and
trademarks
£’000
Product
development
costs
£’000
Total
£’000
16,081
19,901
(13,167)
(14,265)
2,914
5,636
5,418
(3,751)
1,667
3,439
(3,048)
391
962
(831)
131
45,801
(35,062)
10,739
2,914
5,636
1,667
391
131
10,739
3,471
–
(2,219)
–
–
–
34
50
3,385
(534)
(2,726)
(226)
–
15
–
–
–
–
26
–
(8)
–
(562)
(173)
–
31
–
4
4,200
5,600
1,136
240
–
36
(60)
–
–
(71)
2
38
3,547
3,421
(2,821)
(2,726)
(961)
(71)
86
11,214
19,768
23,374
(15,568)
4,200
(17,774)
5,600
5,548
(4,412)
1,136
3,581
(3,341)
240
900
(862)
38
53,171
(41,957)
11,214
4,200
5,600
1,136
240
38
11,214
2,834
–
–
(2,555)
–
–
(5)
404
3,928
–
–
97
1,810
(257)
(3,519)
(220)
(1)
–
–
(466)
(9)
39
–
–
(7)
–
–
–
–
12
–
(2)
–
–
–
3,277
3,940
1,907
(2,821)
(3,519)
(686)
(15)
Closing net book amount
4,474
6,032
2,471
272
48
13,297
At 31 July 2018
Cost
Accumulated amortisation
Net book amount
22,566
27,355
7,339
3,603
911
61,774
(18,092)
(21,323)
(4,868)
(3,331)
(863)
(48,477)
4,474
6,032
2,471
272
48
13,297
92 YouGov Annual Report and Accounts 2018
12 Property, plant and equipment
At 1 August 2016
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2017
Opening net book amount
Additions:
Separately acquired
Disposals
Depreciation
Exchange differences
Closing net book amount
At 31 July 2017 and 1 August 2017
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2018
Opening net book amount
Additions:
Separately acquired
Business combinations
Disposals
Depreciation
Exchange differences
Closing net book amount
At 31 July 2018
Cost
Accumulated depreciation
Net book amount
Freehold
property
£’000
Leasehold
property
improvements
£’000
Computer
equipment
£’000
Fixtures and
fittings
£’000
Motor
vehicles
£’000
1,667
(471)
1,196
1,248
(502)
746
3,082
(2,152)
930
1,692
(1,039)
653
121
(78)
43
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
Total
£’000
7,810
(4,242)
3,568
i
i
F
n
a
n
c
a
l
s
t
a
t
e
m
e
n
t
s
A
d
d
i
t
i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
1,196
746
930
653
43
3,568
–
–
(87)
14
1,123
1,682
(559)
1,123
61
(1)
(205)
8
609
1,312
(703)
609
659
–
(609)
16
996
3,787
(2,791)
996
86
(6)
(243)
10
500
1,788
(1,288)
500
37
–
(30)
–
50
158
(108)
50
843
(7)
(1,174)
48
3,278
8,727
(5,449)
3,278
1,123
609
996
500
50
3,278
–
–
–
(82)
(6)
1,035
1,675
(640)
1,035
16
4
(2)
(231)
(4)
392
791
1
(6)
(679)
(2)
1,101
144
44
(4)
(216)
(4)
464
1,336
4,322
1,909
(944)
392
(3,221)
(1,445)
1,101
464
18
–
–
969
49
(12)
(23)
(1,231)
–
45
167
(122)
45
(16)
3,037
9,409
(6,372)
3,037
All property, plant and equipment disclosed above in both the year ended 31 July 2018 and 31 July 2017, with the exception of those
items held under lease purchase agreements, are free from restrictions on title.
93
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
12 Property, plant and equipment continued
The net book value of assets held under finance leases is as follows:
At 31 July 2017 and 1 August 2017
Cost
Accumulated depreciation
Net book amount
At 31 July 2018
Cost
Accumulated depreciation
Net book amount
Computer
equipment
£’000
Fixtures and
fittings
£’000
Total
£’000
61
(61)
–
61
(61)
–
36
(36)
–
36
(36)
–
97
(97)
–
97
(97)
–
94 YouGov Annual Report and Accounts 2018
13 Investments
(a) Interests in subsidiaries
The table below gives details of the Group’s subsidiaries at 31 July 2018. Registered addresses for all subsidiaries can be found in
Note 24 to the Parent Company Financial Statements. All subsidiaries have coterminous year ends, except where indicated below,
and are included in the Consolidated Financial Statements.
Country of
incorporation
Class of
share capital
held
By parent
company
By the
Group
Nature of the
business
Proportion held
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
i
i
F
n
a
n
c
a
l
s
t
a
t
e
m
e
n
t
s
A
d
d
i
t
i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
YouGov Services Limited
YouGov Stone Limited
YGV Finance Limited
CoEditor LTD
Doughty Media 2 LTD
SMG Insight Limited
Margaux Matrix Limited
MMH 2014 Ltd
Crunch Cloud Analytics Limited
YouGov America Inc
YouGov America Holdings LLC *
Crunch Cloud Analytics, LLC
YouGov Deutschland GmbH
YouGov Data & Analytics GmbH
YouGov Nordic and Baltic A/S
YouGov Sweden AB
YouGov Norway AS
YouGov Finland OY
YouGov M.E. FZ LLC
YouGov M.E. Egypt LLC
Iridescent Productions Company Limited
YouGov France SASU
YouGov Spain S.L.U
YouGov Italia Srl
Consilium Limited
Consilium Asia Limited
YouGov Singapore Pte Limited
PT YouGov Consulting Indonesia
YouGov Malaysia SDN BHD
YouGov (Thailand) CO. LTD
YouGov Research Pty Ltd.
YouGov Galaxy Pty Limited
YG India Private Research Limited
YouGov Poland Sp. z o.o.*
YouGov s.r.l.*
* Year end is 31 December.
UK
UK
UK
UK
UK
UK
UK
UK
UK
USA
USA
USA
Germany
Germany
Denmark
Sweden
Norway
Finland
U.A.E.
Egypt
Iraq
France
Spain
Italy
Hong Kong
China
Singapore
Indonesia
Malaysia
Thailand
Australia
Australia
India
Poland
Romania
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
100%
100%
32%
100%
100%
0%
0%
100%
0%
100%
0%
100%
100%
100%
0%
0%
0%
100%
5%
0%
100%
100%
100%
100%
0%
0%
5%
0%
0%
100%
0%
100%
0%
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%
Software development
Dormant
Dormant
Dormant
Holding company
Market research
Market research
Holding Company
Market research
Market research
Holding company
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Media production
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Software development
Operations services
95
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
13 Investments continued
(b) Interest in associates
Investments in associates comprise:
Carrying amount at 1 August
Share of net profit of associates
Dividends received from associates
Interest in associates at 31 July
2018
£’000
345
66
(220)
191
2017
£’000
242
103
–
345
At 31 July 2018, the Group had interests in the following associates:
Investment
Country of
incorporation
Class of
share capital
held
By parent
company
By the
Group
Nature of the
business
Financial
year end
Proportion held
Portent.io Limited
Associate
England
Ordinary
35%
35% Market research
31 October
The Group’s share of the revenue and profit/(loss) after tax and assets and liabilities of associates is:
Revenue
(Loss)/Profit after tax
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
SMG Insight Limited
Portent.io Limited
31 July
2018
£’000
1,256
(45)
–
–
–
–
–
31 July
2017
£’000
857
96
3
282
(163)
–
122
31 July
2018
£’000
129
(22)
–
24
(34)
(19)
(29)
31 July
2017
£’000
43
7
–
5
(6)
(6)
(7)
96 YouGov Annual Report and Accounts 2018
14 Trade and other receivables
Trade receivables
Other receivables
Prepayments
Accrued income
Provision for trade receivables
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
31 July 2018
£’000
31 July 2017
£’000
21,099
3,775
2,448
8,576
35,898
(1,226)
34,672
18,441
2,367
1,886
8,549
31,243
(544)
30,699
i
i
F
n
a
n
c
a
l
s
t
a
t
e
m
e
n
t
s
A
d
d
i
t
i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
The Directors consider that the carrying amount of trade and other receivables approximate to their fair value.
As at 31 July 2018, trade receivables of £11,229,000 (2017: £10,660,000) were overdue but not impaired. These relate to a number of
customers for which there is no recent history of default or any other indication that the receivable should not be fully collectable.
The ageing analysis of past due trade receivables which are not impaired is as follows:
Up to three months overdue
Three to six months overdue
Six months to one year overdue
More than one year overdue
Movement on the Group provision for impairment of trade receivables is as follows:
Provision for receivables impairment at 1 August
Provision created in the year
Provision utilised in the year
Exchange differences
Provision for receivables impairment at 31 July
31 July 2018
£’000
31 July 2017
£’000
5,833
3,833
823
740
6,391
3,011
479
779
11,229
10,660
2018
£’000
544
768
(97)
11
1,226
2017
£’000
474
206
(140)
4
544
The creation and release of the provision for impaired receivables has been included in the Consolidated Income Statement.
The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk
at the reporting date is the carrying value of each class of receivable mentioned above.
The average length of time taken by customers to settle receivables is 56 days (2017: 58 days). Concentrations of credit risk do
exist with certain clients with which we have trading relationships but none has a history of default and all command a certain
stature within the marketplace, which minimises any potential risk of default. Material balances (defined as greater than £250,000
(2017: greater than £250,000)) represent 40% of trade receivables (2017: 43%).
At 31 July 2018, £nil (2017: £261,000) of the trade and other receivables of YouGov Nordic and Baltic A/S were used as security
against a loan and revolving overdraft facility held by YouGov Nordic and Baltic A/S. The Group does not hold any other collateral
as security.
97
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
15 Cash and cash equivalents
Cash at bank and in hand
Cash and cash equivalents (excluding bank overdrafts)
31 July 2018
£’000
31 July 2017
£’000
30,621
30,621
23,481
23,481
Cash and cash equivalents are held at either variable rates or at rates fixed for periods of no longer than three months.
Cash and cash equivalents include the following for the purposes of the cash flows:
Cash and cash equivalents
Bank overdrafts
Cash and cash equivalents including bank overdrafts
16 Trade and other payables
Trade payables
Accruals
Deferred income
Other payables
31 July 2018
£’000
31 July 2017
£’000
30,621
–
30,621
23,481
(262)
23,219
31 July 2018
£’000
31 July 2017
£’000
2,787
13,808
12,521
5,882
34,998
1,745
12,887
10,697
4,060
29,389
Included within other payables are £80,000 (2017: £71,000) of contributions due in respect of defined contribution pension schemes.
17 Contingent consideration
At 31 July 2016
Acquisition consideration provided during the year
Contingent staff cost provided during the year
Settled during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2017 and 1 August 2017
Included within current liabilities
Included within non-current liabilities
Acquisition consideration provided during the year
Contingent staff cost provided during the year
Settled during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2018
Included within current liabilities
Included within non-current liabilities
98 YouGov Annual Report and Accounts 2018
Galaxy DP
Pty Ltd
£’000
SMG
Insight
£’000
Total
£’000
–
–
–
–
–
–
–
–
–
184
785
(190)
5
(1)
783
510
273
–
–
–
–
–
–
–
–
–
5,727
–
–
9
–
5,736
899
4,837
–
–
–
–
–
–
–
–
–
5,911
785
(190)
14
(1)
6,519
1,409
5,110
18 Provisions
At 31 July 2016
Provided during the year
Utilised during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2017 and 1 August 2017
Included within current liabilities
Included within non-current liabilities
Provided during the year
Utilised during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2018
Included within current liabilities
Included within non-current liabilities
Panel
incentives
£’000
Staff
gratuity
£’000
5,413
7,919
(6,767)
20
70
6,655
3,749
2,906
8,306
(7,655)
61
(14)
7,353
3,689
3,664
434
143
(269)
–
8
316
–
316
282
(162)
–
2
438
102
336
Total
£’000
5,847
8,062
(7,036)
20
78
6,971
3,749
3,222
8,588
(7,817)
61
(12)
7,791
3,791
4,000
The panel incentive provision represents the Directors’ best estimate of the future liability in relation to the value of panel incentives
that have accrued in the panellists’ virtual accounts up to 31 July 2018. The provision of £7.4m represents 45% of the maximum
potential liability of £16.4m (2017: £6.7m representing 44% of the maximum potential liability of £15.3m). The factors considered
in estimating the appropriate percentage of the total potential liability to be provided against at each reporting date include:
panel churn rates, panel activity rates, current redemption patterns and the time value of money.
The staff gratuity provision is a statutory obligation under UAE labour law, whereby each employee on termination of their contract
is due a payment dependent upon their number of years’ service and nature of the termination. The liability of £0.4m at 31 July 2018
(2017: £0.3m) represents the liability that the Group is obliged to pay as at the reporting date weighted against historical rates of
resignation and redundancy.
19 Deferred tax assets and liabilities
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
i
i
F
n
a
n
c
a
l
s
t
a
t
e
m
e
n
t
s
A
d
d
i
t
i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
Deferred tax asset
Balance at 1 August 2016
Recognised in the income statement
Recognised in equity
Foreign exchange differences
Balance at 31 July 2017 and 1 August 2017
Acquired on business combination
Recognised in the income statement
Recognised in equity
Foreign exchange differences
Balance at 31 July 2018
Intangible
assets
£’000
Property,
plant and
equipment
£’000
Tax
losses
£’000
3,021
(214)
–
138
134
(1)
–
2
135
2,945
–
3
–
–
–
606
–
65
138
3,616
Other
timing
differences
£’000
1,946
377
391
50
2,764
16
739
1,794
(66)
5,247
315
(113)
–
8
210
–
217
–
6
433
£946,000 (2017: £1,947,000) of the above deferred tax assets are expected to be recovered within one year.
Total
£’000
5,416
49
391
198
6,054
16
1,565
1,794
5
9,434
99
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
19 Deferred tax assets and liabilities continued
The deferred taxation asset in respect of income tax losses are broken down by jurisdiction as follows:
UK
Nordic
Germany
Other
31 July 2018
£’000
31 July 2017
£’000
484
891
2,121
120
3,616
262
791
1,892
–
2,945
Utilisation of tax losses is dependent upon future profits being generated and deferred tax assets have been recognised only to
the extent where management budgets and forecasts show sufficient profits being generated to discharge these. Losses were
incurred in the year in Asia Pacific and there is significant uncertainty around the recoverability of the deferred tax assets in this
jurisdiction, therefore tax losses in this region of £829,000 (2017: £597,000) have not been recognised. Based on management
forecasts and after carrying out sensitivity analysis, the deferred tax assets in Germany and the Nordics are considered recoverable.
Intangible
assets
£’000
Other
timing
differences
£’000
1,314
(109)
75
1,280
383
113
(3)
1,773
224
139
40
403
–
(44)
(4)
355
2018
£’000
4,371
(367)
1,496
1,794
12
7,306
Total
£’000
1,538
30
115
1,683
383
69
(7)
2,128
2017
£’000
3,878
19
19
391
83
4,371
Deferred tax liabilities
Balance at 1 August 2016
Recognised in the income statement
Foreign exchange differences
Balance at 31 July 2017 and 1 August 2017
Acquired on business combination
Recognised in the income statement
Foreign exchange differences
Balance at 31 July 2018
£190,000 (2017: £200,000) of the above deferred tax liabilities are expected to be recovered within one year.
The net movement on the deferred income tax account is as follows:
Balance at 1 August
Acquired on business combination
Recognised in the income statement
Recognised in equity
Foreign exchange differences recognised in other comprehensive income
Balance at 31 July
100 YouGov Annual Report and Accounts 2018
20 Risk management objectives and policies
The Group is exposed to foreign currency, capital, liquidity and interest rate risk, which result from both its operating and investing
activities. The Group’s risk management is coordinated in close cooperation with the Board of Directors, and focuses on actively
securing the Group’s short-to-medium-term cash flows by minimising the exposure to financial markets. The most significant
financial risks to which the Group is exposed are described below. Also refer to the accounting policies.
Foreign currency risk
The Group is exposed to translation and transaction foreign exchange risk. The currencies where the Group is most exposed
to volatility are US Dollars, Euro and UAE Dirham. Currently, the Group aims to align assets and liabilities in a particular market.
The Group will continue to review its currency risk position as the overall business profile changes.
The presentational and transactional currency of the Group is considered to be UK Sterling.
Foreign currency denominated financial assets and liabilities, translated into UK Sterling at the closing rate are as follows:
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
i
i
F
n
a
n
c
a
l
s
t
a
t
e
m
e
n
t
s
A
d
d
i
t
i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
Financial assets
Financial liabilities
Short-term exposure
Financial assets
Financial liabilities
Long-term exposure
2018
£’000
2017
£’000
US
Dollar
Euro
UAE
Dirham
Other
currencies
US
Dollar
24,844
6,430
2,274
8,338
17,136
Euro
7,374
UAE
Dirham
Other
currencies
1,815
7,308
(7,237)
(1,840)
(844)
(3,999)
(5,660)
(2,056)
(1,058)
(3,170)
17,607
4,590
1,430
4,339
11,476
5,318
757
4,138
–
–
–
–
–
–
–
–
–
–
(273)
(273)
–
–
–
–
–
–
–
–
–
–
–
–
The effect of UK Sterling strengthening by 1% against our subsidiaries’ functional currencies (US Dollar, Euro, UAE Dirham and other
currencies) would have had the following impact upon translation:
Net result for the year
Equity
2018
£’000
Euro
5
(53)
US
Dollar
(54)
(269)
UAE
Dirham
Other
currencies
(8)
(123)
29
56
US
Dollar
(44)
(292)
2017
£’000
Euro
(1)
(136)
UAE
Dirham
Other
currencies
(1)
(86)
30
(18)
If the UK Sterling had weakened by 1% against the US Dollar, Euro, UAE Dirham and other currencies the inverse of the impact
above would apply.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably.
The Group currently has no general borrowing arrangement in place (although specific fixed value borrowings are held within
the Group) and prepares cash flow forecasts which are reviewed at Board meetings to ensure liquidity.
101
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
20 Risk management objectives and policies continued
As at 31 July 2018, the Group’s liabilities have undiscounted contractual maturities, which are summarised below:
At 31 July 2018
Contingent consideration
Trade and other payables
Current
Non-current
Within
6 months
£’000
510
8,536
6 to 12
months
£’000
899
130
1–5 years
£’000
5,110
–
Later than
5 years
£’000
–
–
This compares to the maturity of the Group’s financial liabilities in the previous reporting period as follows:
At 31 July 2017
Borrowings
Contingent consideration
Trade and other payables
Current
Non-current
Within
6 months
£’000
262
–
5,547
6 to 12
months
£’000
–
–
258
1–5 years
£’000
Later than
5 years
£’000
–
–
–
–
–
–
The Group has sufficient financial risk management policies in place to ensure that all trade payables are settled within the
respective credit period.
Capital risk management
The Group manages its capital to ensure that all entities within the Group are able to continue as a going concern. The Board
has taken the decision at this stage to minimise external debt, whilst trying to maximise earnings from the cash currently held.
Capital consists of the following items:
Borrowings (Bank overdrafts)
Cash and cash equivalents
Equity attributable to Shareholders of the parent company
The Group has no externally imposed capital requirements.
Interest rate risk
31 July 2018
£’000
31 July 2017
£’000
–
30,621
(92,071)
(61,450)
(262)
23,481
(80,473)
(57,254)
The Group manages its interest rate risk by negotiating fixed interest rates on deposits for periods of up to three months.
The average cash and cash equivalents balance, net of bank overdrafts, over the course of the year was £26.7m (2017: £19.2m).
Management does not believe that the Group is subject to material interest rate risk.
Fair values of financial assets and financial liabilities
Where market values are not available, fair values of financial assets and financial liabilities have been calculated by discounting
expected future cash flows at prevailing interest rates and by applying year end foreign exchange rates.
Primary financial instruments held or issued to finance the Group’s operations:
31 July 2018
31 July 2017
Book value
£’000
Fair value
£’000
Book value
£’000
Fair value
£’000
32,224
30,621
(22,474)
(6,519)
–
32,224
30,621
(22,474)
(6,519)
–
28,813
23,481
(18,692)
–
(262)
28,813
23,481
(18,692)
–
(262)
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Contingent consideration
Bank overdrafts
102 YouGov Annual Report and Accounts 2018
20 Risk management objectives and policies continued
Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined
as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
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Liabilities
31 July 2018
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Contingent consideration
–
–
6,519
The following table presents the changes in Level 3 instruments.
31 July 2017
£’000
Total
£’000
6,519
Level 1
£’000
–
Level 2
£’000
Level 3
£’000
–
–
Contingent consideration
Balance at 1 August
Provided consideration on business combination
Recognised in the income statement
Settled
Foreign exchange differences
Balance at 31 July
21 Share capital and share premium
2018
£’000
–
5,911
799
(190)
(1)
6,519
Total
£’000
–
2017
£’000
–
–
–
–
–
–
The Company only has one class of share. Par value of each Ordinary Share is 0.2p (2017: 0.2p). All issued shares are fully paid.
At 1 August 2016
Issue of shares
At 31 July 2017 and 1 August 2017
Issue of shares
At 31 July 2018
Number of
shares
104,299,052
999,657
105,298,709
193,101
105,491,810
Share
capital
£’000
209
2
211
–
211
Share
premium
£’000
31,086
175
31,261
39
31,300
Total
£’000
31,295
177
31,472
39
31,511
During the year, 182,910 shares were issued on the exercise of share options and 10,191 in payment of Non-Executive Directors’ fees.
103
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
22 Share-based payments
The charge in relation to the share-based payments in the year ended 31 July 2018 was £3,571,000 (2017: £1,488,000). Details of the
number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
Approved and unapproved share option schemes
Approved share option scheme
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
Unapproved share option scheme
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018 WAEP
Number
–
–
–
–
–
–
2018 WAEP
Number
–
–
–
–
–
–
2017 WAEP
Number
60,721
–
(60,721)
–
–
–
2017 WAEP
Number
32,503
–
(32,503)
–
–
–
£
1.645
–
1.645
–
–
–
£
1.228
–
1.228
–
–
–
£
–
–
–
–
–
–
£
–
–
–
–
–
–
The weighted average share price at the dates of exercise was £nil (2017: £2.430).
Long Term Incentive Plan 2009
During the year ended 31 July 2018, the Long Term Incentive Plan 2009 (“LTIP 2009”) for Executive Directors, Senior Executives and
senior managers continued to operate but no new awards were made under the LTIP 2009 as it has been replaced by two new
incentive plans summarised below. The rules governing the LTIP 2009 are summarised in the Remuneration Report on page 52.
The charge in relation to the LTIP 2009 in the year ended 31 July 2018 was £nil (2017: £86,000). This charge was valued using
a Monte Carlo simulation.
Outstanding at the beginning of the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018
Number
2017
Number
865,522
1,807,908
(51,394)
(888,931)
–
814,128
814,128
(53,455)
865,522
865,522
The weighted average share price at the date LTIP 2009 options were exercised was £3.496. All of the above are nil cost options.
104 YouGov Annual Report and Accounts 2018
22 Share-based payments continued
Long Term Incentive Plan 2014
Awards under the LTIP 2014 are made in the form of nil-cost options as with the LTIP 2009. The maximum total number of shares
to be awarded to each participant has been set based on their salary in the year ended 31 July 2015 and the share price at the start
of the plan. These awards are to be granted in three equal tranches in October 2015, 2016 and 2017 with an additional award of
396,039 options in April 2018. Receipt of an award in each of those years will be dependent upon the achievement of specific and
demanding personal targets set for that individual in the previous financial year. Vesting of awards will depend on the Company
achieving stretching targets relating to compound growth in adjusted earnings per share (“EPS”) over the five years ending 31 July
2019 and on improvement in its operating margins. Part of the Chief Executive Officer’s award is also subject to a Total Shareholder
Return (“TSR”) condition, this part of the award will only vest if the EPS performance condition is met in full and the Company’s
TSR has grown by 200%.
The maximum number of options that can be granted under this scheme is 6,924,000 and the charge in relation to the LTIP 2014
in the year ended 31 July 2018 was £3,222,000 (2017: £1,109,000).
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Outstanding at the beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
All of the above are nil cost options.
2018
Number
2017
Number
4,394,432
2,460,676
2,330,974
1,933,756
–
–
–
–
6,725,406
4,394,432
–
–
The fair value of the options granted in the year was determined using the Black Scholes model. The following assumptions were
used in both the Black Scholes model, in calculating the fair values of the options granted during the year.
Share price
Exercise price
Expected volatility
Expected life
Dividend yield
Risk-free interest rate
2018
Awards
3.61
£0.00
27%
2015
Awards
1.04
£0.00
25%
1.5 Years
5 Years
0.8%
0.45%
0.6%
1.65%
The fair value of 2015 award options granted during the year was £1.01 per option and the fair value of 2018 award options granted
during the year was £3.56.
105
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2018 continued
22 Share-based payments continued
Deferred Share Bonus Plan 2014
The DSBP 2014 delivers a portion of managers’ (enhanced) annual bonus in shares which must be retained for a period of two years
and are subject to continued employment. The charge in relation to the DSBP 2014 in the year ended 31 July 2018 was £349,000
(2017: £293,000).
Outstanding at the beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
All of the above options are nil cost options.
2018
Number
375,508
152,012
(131,516)
(25,282)
370,722
75,575
2017
Number
255,510
182,640
(5,328)
(57,314)
375,508
–
The fair value of the options granted in the year was determined using the Black Scholes model. The following assumptions were
used in the Black Scholes model in calculating the fair value of the options granted during the year:
Share price
Exercise price
Expected volatility
Expected life
Dividend yield
Risk-free interest rate
2018
£’000
£3.16
£0.00
27%
2 Years
0.80%
0.45%
The fair value of options granted during the year determined using the Black Scholes model was £3.11 per option.
The aggregate profit and loss charge for share-based payments is disclosed in Note 2.
23 Leasing commitments
The future aggregate minimum lease rentals to be paid under non-cancellable operating leases at 31 July 2018 are as follows:
In one year or less
Between one and five years
In five years or more
31 July 2018
31 July 2017
Land and
buildings
£’000
1,371
1,685
–
3,056
Other
£’000
–
–
–
–
Land and
buildings
£’000
2,065
5,563
538
8,166
Other
£’000
3
–
–
3
The lease rental costs charged to the income statement for the year ended 31 July 2018 amounted to £2,207,000 (2017: £2,430,000).
106 YouGov Annual Report and Accounts 2018
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24 Capital commitments
At 31 July 2018, the Group had capital commitments of £50,000 (2017: £93,000).
25 Major non-cash transactions
During the year, the Group entered into barter transactions with parties in the Middle East, Germany and Asia Pacific with a total
value of £606,000 (2017: £957,000) to exchange the provision of market research for advertising on television, on websites and
in magazines.
26 Transactions with Directors and other related parties
Other than emoluments and the transactions set out below, there have been no transactions with Directors during the year.
As at 31 July 2018, Rosamund Shakespeare, the wife of Stephan Shakespeare, held 559,404 Ordinary Shares in the Company.
Prior to the acquisition of SMG Insight Limited, YouGov provided £383,000 of research services and charged rent of £55,000
to SMG Insight Limited, an associate, and was charged £308,000 for research services by SMG Insight Limited.
As at 31 July 2018, a loan of £270,000 was receivable from Portent.io Limited and £6,000 was receivable in respect of
research services.
On 10 December 2013, YouGov plc entered into a joint development agreement with Crunch.io Inc, a US company in which Doug
Rivers, an Executive Director of YouGov plc, has an equity interest of 40%. YouGov and Crunch.io Limited have agreed jointly to fund
the development of a cloud-based data analytics software application in which both parties have usage rights.
Trading between YouGov plc and Group companies is excluded from the related party note as this has been eliminated
on consolidation.
27 Events after the reporting year
On 21 August 2018, YouGov plc acquired a 100% share in Inconversation Media Limited, an audience conversation platform that
allows brands and organisations to build conversation channels with their audiences.
On 28 August 2018, a new lease was signed for the London office. The initial term of the lease is 5 years, and the minimum amount
payable during this period is £4,193,000.
On 6 September 2018, YouGov plc reached an agreement with Crunch.io Inc., with which it held a joint development agreement,
to acquire Crunch.io Inc.’s share of the intangible software assets developed under the agreement.
107
FINANCIAL STATEMENTS
Independent Auditors’ Report to the Members of YouGov plc
Report on the Parent Company Financial Statements
Opinion
In our opinion, YouGov plc’s parent company financial statements (the “financial statements”):
• give a true and fair view of the state of the parent company’s affairs as at 31 July 2018 and of its cash flows for the year
then ended;
• have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union and as applied in accordance with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2018 (the “Annual Report”), which
comprise: the parent company Statement of Financial Position as at 31 July 2018; the parent company Statement of Cash Flows,
and the parent company Statement of Changes in Equity for the year then ended; the accounting policies; and the notes to the
financial statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Materiality
• Overall materiality: £305,000 (2017: £270,000), based on 1% of revenue.
Audit scope
• The parent company was audited by the UK audit team based in London.
• We have no key audit matters to report.
Key audit
matters
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, 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 determined that there were no key audit matters
applicable to the parent company to communicate in our report.
108 YouGov Annual Report and Accounts 2018
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the parent company, the accounting processes and controls, and
the industry in which it operates.
The parent company was audited by the UK audit team based in London.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
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£305,000 (2017: £270,000).
How we determined it
1% of revenue.
Rationale for benchmark applied The parent company contains the UK trading activities of the Group as well as costs
normally associated with the head office function of a listed company.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £15,250
(2017: £13,500) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when:
• the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt
about the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least 12 months
from the date when the financial statements are authorised for issue.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the parent
company’s ability to continue as a going concern.
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Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also
to report certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’
Report for the year ended 31 July 2018 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the parent company and its environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic Report and Directors’ Report.
109
FINANCIAL STATEMENTS
Independent Auditors’ Report to the Members of YouGov plc
Report on the Parent Company Financial Statements continued
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors
are also 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.
In preparing the financial statements, the Directors are responsible for assessing the 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
the Directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
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 an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• 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
• certain disclosures of directors’ remuneration specified by law are not made; or
• the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Other matter
We have reported separately on the Group financial statements of YouGov plc for the year ended 31 July 2018.
Julian Jenkins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
9 October 2018
110 YouGov Annual Report and Accounts 2018
Parent Company Statement of Financial Position
as at 31 July 2018
Note
31 July 2018
£’000
31 July 2017
£’000
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Investment in subsidiaries
Investments in associates
Deferred tax assets
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Contingent consideration
Provisions
Total current liabilities
Net current assets
Non-current liabilities
Provisions
Contingent consideration
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Merger reserve
Retained earnings:
As at 1 August
Profit for the year
Other changes in retained earnings
Retained earnings as at 31 July
Total equity
6
7
8
9
15
10
11
12
13
14
14
13
15
17
17
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1,859
410
49,893
280
2,607
55,049
36,359
12,136
48,495
103,544
1,893
530
46,497
280
1,633
50,833
34,810
11,184
45,994
96,827
21,152
27,840
494
899
1,628
24,173
24,322
1,005
4,837
–
5,842
30,015
73,529
211
31,300
9,239
25,566
5,022
2,191
32,779
73,529
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342
–
1,461
29,643
16,351
877
–
30
907
30,550
66,277
211
31,261
9,239
21,367
3,826
373
25,566
66,277
The notes and accounting policies on pages 114 to 127 form an integral part of these financial statements. The financial statements
on pages 111 to 117 were authorised for issue by the Board of Directors on 9 October 2018 and signed on its behalf by:
Alex McIntosh,
Chief Financial Officer
YouGov plc
Registered No. 03607311
111
FINANCIAL STATEMENTS
Parent Company Statement of Changes in Equity
for the year ended 31 July 2018
Balance at 31 August 2016
Profit for the year
Total comprehensive income for the year
Issue of shares
Dividends paid
Share-based payments
Tax in relation to share-based payments
Total transactions with owners recognised
directly in equity
Balance at 31 July 2017 and 1 August 2017
Profit for the year
Total comprehensive gain for the year
Dividends paid
Share-based payments
Tax in relation to share-based payments
Total transactions with owners recognised
directly in equity
Note
Share
capital
£’000
209
Share
premium
£’000
31,086
Merger
reserve
£’000
9,239
17
5
18
15
5
18
15
–
–
2
–
–
–
2
211
–
–
–
–
–
–
–
–
175
–
–
–
175
31,261
–
–
–
39
–
39
–
–
–
–
–
–
–
9,239
–
–
–
–
–
–
Balance at 31 July 2018
211
31,300
9,239
The notes and accounting policies on pages 114 to 127 form an integral part of these financial statements.
Retained
earnings
£’000
21,367
3,826
7,082
(2)
(1,470)
1,488
357
373
25,566
5,022
5,022
(2,106)
3,571
726
2,191
32,779
Total
equity
£’000
61,901
3,826
7,082
175
(1,470)
1,488
357
550
66,277
5,022
5,022
(2,106)
3,610
726
2,230
73,529
112 YouGov Annual Report and Accounts 2018
Note
2018
£’000
2017
£’000
5,694
4,338
(1,170)
(2,134)
Parent Company Statement of Cash Flows
for the year ended 31 July 2018
Cash flows from operating activities
Profit before taxation
Adjustments for:
Finance income
Finance costs
Amortisation of intangibles
Depreciation
Share-based payments
Other non-cash profit items
Increase in trade and other receivables
Increase in trade and other payables
Increase in provisions
Cash generated from operations
Interest paid
Net cash generated from operating activities
Cash flow from investing activities
Acquisition of subsidiaries
Purchase of property, plant and equipment
Purchase of intangible assets
Interest received
Dividends received from subsidiaries
Dividends received from associates
Net cash generated from investing activities
Cash flows from financing activities
Intercompany loans provided
Proceeds from the issue of share capital
Dividends paid to shareholders
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of year
391
964
262
1,317
(1,519)
(623)
1,357
295
6,968
(796)
6,172
(1,104)
(142)
(930)
21
–
–
(2,155)
(1,084)
–
(2,106)
(3,190)
827
11,184
125
12,136
6
7
4,18
15
7
6
17
5
11
The notes and accounting policies on pages 114 to 127 form an integral part of these financial statements.
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c
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a
n
c
a
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t
a
t
e
m
e
n
t
s
A
d
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i
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i
o
n
a
l
i
n
f
o
r
m
a
t
i
o
n
288
896
253
784
–
(11,282)
8,404
130
1,677
–
1,677
–
(235)
(1,434)
30
1,925
–
286
–
174
(1,470)
(1,296)
667
10,355
162
11,184
113
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018
1 Significant accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted by that
Act, the separate financial statements have been prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (IASB). The financial statements have also been prepared in accordance
with IFRSs adopted for use in the European Union and UK company law.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the same
as those set out in the consolidated financial statements with the addition of the policies noted below.
Investments in subsidiaries and investments in associates are stated at cost less, where appropriate, provisions for impairment.
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is
treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is
recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
2 Profit of the parent company
The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss
account in these financial statements. The parent company’s profit for the year was £5,022,000 (2017: £3,826,000).
3 Auditors’ remuneration
Auditors’ remuneration:
Fees payable for the audit of the parent company
Fees payable for the audit of the consolidated financial statements
Tax compliance services
Tax advisory services
Other advisory services
Total auditors’ remuneration
4 Staff costs and numbers
Staff costs (including Directors) charged to operating expenses during the year were as follows:
Wages and salaries
Social security costs
Share-based payments (Note 18)
Other pension costs
Other benefits
2018
£’000
2017
£’000
31
133
17
91
–
272
2018
£’000
10,298
1,580
1,317
396
2,520
16,111
28
88
16
10
–
142
2017
£’000
9,747
1,213
784
298
2,993
15,035
Pension costs are contributions made on behalf of employees to defined contribution pension schemes. Other benefits include
staff bonuses paid in cash and private healthcare insurance.
114 YouGov Annual Report and Accounts 2018
4 Staff costs and numbers continued
The monthly average number of employees of the Company during the year was as follows:
Key management personnel
Administration and operations
2018
Number
2017
Number
16
203
219
20
187
207
Specific disclosures in relation to compensation for key management personnel (defined as Board and Divisional, Product and
Function Heads) who held office during the year was as follows:
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Short-term employee benefits
Post-employment benefits
Share-based payments
2018
£’000
2,030
26
1,271
3,327
2017
£’000
2,765
68
760
3,593
Disclosure of Directors’ remuneration, including share options, are included in the Remuneration Report on pages 50 to 54.
5 Dividend
On 5 December 2017, a final dividend in respect of the year ended 31 July 2017 of £2,106,000 (2.0p per share) (2016: £1,470,000
(1.4p per share)) was paid to Shareholders. A dividend in respect of the year ended 31 July 2018 of 3.0p per share, amounting to
a total dividend of £3,165,000 is to be proposed at the Annual General Meeting on 12 December 2018. These financial statements
do not reflect this proposed dividend payable.
115
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
6 Intangible assets
At 1 August 2016
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2016
Opening net book amount
Additions
Amortisation charge
Closing net book amount
At 31 July 2017 and 1 August 2017
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2018
Opening net book amount
Additions
Amortisation charge
Closing net book amount
At 31 July 2018
Cost
Accumulated amortisation
Net book amount
Consumer
panel
£’000
Software and
software
development
£’000
Patents and
trademarks
£’000
Product
development
costs
£’000
2,095
(1,362)
733
733
1,355
(630)
1,458
3,450
(1,992)
1,458
1,458
589
(744)
1,303
4,039
(2,736)
1,303
2,737
(2,306)
431
431
21
(243)
209
2,758
(2,549)
209
209
291
(218)
282
3,049
(2,767)
282
167
–
167
167
21
–
188
188
–
188
188
38
–
226
226
–
226
482
(457)
25
25
36
(23)
38
518
(480)
38
38
12
(2)
48
530
(482)
48
Total
£’000
5,481
(4,125)
1,356
1,356
1,433
(896)
1,893
6,914
(5,021)
1,893
1,893
930
(964)
1,859
7,844
(5,985)
1,859
116 YouGov Annual Report and Accounts 2018
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7 Property, plant and equipment
At 1 August 2016
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2017
Opening net book amount
Additions
Depreciation
Closing net book amount
At 31 July 2017 and 1 August 2017
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2018
Opening net book amount
Additions
Depreciation
Closing net book amount
At 31 July 2018
Cost
Accumulated depreciation
Net book amount
Leasehold
property
improvements
£’000
Computer
equipment
£’000
Fixtures and
fittings
£’000
589
(358)
231
231
44
(84)
191
633
(442)
191
191
–
(92)
99
633
(534)
99
511
(321)
190
190
161
(135)
216
672
(456)
216
216
109
(131)
194
781
(587)
194
499
(372)
127
127
30
(34)
123
529
(406)
123
123
33
(39)
117
562
(445)
117
Total
£’000
1,599
(1,051)
548
548
235
(253)
530
1,834
(1,304)
530
530
142
(262)
410
1,976
(1,566)
410
All property, plant and equipment disclosed above are free from restrictions on title. No property, plant and equipment either
in 2018 or 2017 has been pledged as security against the liabilities of the Company.
117
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
8 Investments in subsidiaries
Balance at 1 August
Acquired through business combinations
Additional investment in existing subsidiaries
Investment in new subsidiaries
Distributions on closure of subsidiaries
Share-based payments charge
Settlement of fully vested share options
Balance at 31 July
2018
£’000
46,497
8,409
10
63
(7,110)
2,254
(230)
2017
£’000
46,484
–
–
–
–
704
(691)
49,893
46,497
The value of investments is determined on the basis of the cost to the Company. The Directors believe that the carrying value of
the investments is supported by their underlying net assets.
The details of the parent company’s subsidiaries are shown in Note 13 of the consolidated financial statements.
9 Investment in associates
Balance at 1 August
Acquisition of associate
Balance at 31 July
2018
£’000
280
–
280
2017
£’000
280
–
280
At 31 July 2018 the Company had interests in the following associates:
Investment
Country of
incorporation
Class of
share capital
held
By parent
company
By the
Group
Nature of the
business
Financial
year end
Proportion held
Portent.io Limited
Associate
England
Ordinary
35%
35% Market research
31 October
10 Trade and other receivables
Trade receivables
Amounts owed by Group undertakings
Amounts owed by associates
Other receivables
Prepayments
Accrued income
Provision for trade receivables
2018
£’000
6,370
24,865
270
169
549
4,312
36,535
(176)
36,359
2017
£’000
4,957
26,746
133
143
614
2,361
34,954
(144)
34,810
The Directors consider that the carrying amount of trade and other receivables approximate to their fair value. The amounts due
from Group undertakings are repayable on demand and are non-interest bearing.
118 YouGov Annual Report and Accounts 2018
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10 Trade and other receivables continued
As at 31 July 2018, trade receivables of £2,814,000 (2017: £2,837,000) were overdue but not impaired. These relate to a number of
customers for which there is no recent history of default or any other indication that the receivable should not be fully collectable.
The ageing analysis of past due trade receivables which are not impaired is as follows:
Up to three months overdue
Three to six months overdue
Six months to one year overdue
More than one year overdue
Movement on the Company provision for impairment of trade receivables is as follows:
Provision for receivables impairment at 1 August
Provision created in the year
Provision utilised in the year
Provision for receivables impairment at 31 July
31 July 2018
£’000
31 July 2017
£’000
1,447
1,064
253
50
2,814
2018
£’000
144
32
–
176
2,216
621
–
–
2,837
2017
£’000
111
112
(79)
144
The creation and release of the provision for impaired receivables has been included in the income statement. The other classes
within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The Company does not hold any collateral as security.
The average length of time taken by customers to settle receivables is 59 days (2017: 52 days). Concentrations of credit risk do exist
with certain clients with which we have trading relationships but none has a history of default and all command a certain stature
within the marketplace, which minimises any potential risk of default. Material balances (defined as greater than £250,000 (2017:
greater than £250,000)) represent 0% of trade receivables (2017: 7%).
11 Cash and cash equivalents
Cash at bank and in hand
Cash and cash equivalents (excluding bank overdrafts)
31 July 2018
£’000
31 July 2017
£’000
12,136
12,136
11,184
11,184
Cash and cash equivalents are held at either variable rates or at rates fixed for periods of no longer than three months.
12 Trade and other payables
Trade payables
Amounts owed to Group undertakings
Amounts owed to associates
Accruals
Deferred income
Other payables
31 July 2018
£’000
31 July 2017
£’000
968
8,877
–
4,656
4,016
2,635
21,152
234
18,832
8
4,088
2,399
2,279
27,840
Amounts payable to Group undertakings are repayable on demand and non-interest bearing.
Included within other payables are £80,000 (2017: £59,000) of contributions due in respect of defined contribution pension schemes.
119
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
13 Contingent consideration
At 1 August 2017
Provided in the year
Discount unwinding
Balance at 31 July 2018
Included within current liabilities
Included within non-current liabilities
14 Provisions for other liabilities and charges
At 1 August 2016
Provided during the year
Utilised during the year
Balance at 31 July 2017 and 1 August 2017
Included within current liabilities
Included within non-current liabilities
Provided during the year
Utilised during the year
Balance at 31 July 2018
Included within current liabilities
Included within non-current liabilities
SMG Insight
£’000
–
5,727
9
5,736
899
4,837
Panel
incentives
£’000
2,209
2,761
(2,632)
2,338
1,461
877
3,126
Total
£’000
–
5,727
9
5,736
899
4,837
Total
£’000
2,209
2,761
(2,632)
2,338
1,461
877
3,126
(2,831)
(2,831)
2,633
1,628
1,005
2,633
1,628
1,005
The panel incentive provision represents the Directors’ best estimate of the future liability in relation to the value of panel incentives
that have accrued in the panellists’ virtual accounts up to 31 July 2018. The provision of £2.6m represents 46% of the maximum
potential liability of £5.8m (2017: £2.3m representing 46% of the maximum potential liability of £5.1m). The factors considered in
estimating the appropriate percentage of the total potential liability to be provided against at each reporting date include: panel
churn rates, panel activity rates and current redemption patterns.
15 Deferred tax assets and liabilities
Deferred tax asset
Balance at 1 August 2016
Recognised in the income statement
Recognised in equity
Balance at 31 July 2017 and 1 August 2017
Recognised in the income statement
Recognised in equity
Balance at 31 July 2018
Property,
plant and
equipment
£’000
Tax
losses
£’000
Other
timing
differences
£’000
63
(9)
–
54
(4)
–
50
198
(101)
–
97
19
–
116
1,155
(30)
357
1,482
233
726
2,441
Total
£’000
1,416
(140)
357
1,633
248
726
2,607
£392,000 (2017: 204,000) of the above deferred tax assets are expected to be recovered within one year.
Deferred tax assets have been recognised only to the extent where management budgets and forecasts show sufficient profits
being generated to discharge these in the short term. Utilisation of tax losses is dependent upon future profits being generated.
120 YouGov Annual Report and Accounts 2018
15 Deferred tax assets and liabilities continued
Deferred tax liabilities
Balance at 1 August 2016
Recognised in the income statement
Balance at 31 July 2017
Recognised in the income statement
Balance at 31 July 2018
£nil (2017: 30,000) of the above deferred tax liabilities are expected to be recovered within one year.
The net movement on the deferred income tax account is as follows:
Balance at 1 August
Recognised in the income statement
Recognised in equity
Balance at 31 July
Intangible
assets
£’000
–
30
30
(30)
–
2018
£’000
1,603
278
726
2,607
Total
£’000
–
30
30
(30)
–
2017
£’000
1,416
(170)
357
1,603
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16 Risk management objectives and policies
The Company is exposed to foreign currency, capital, liquidity and interest rate risk, which result from both its operating and
investing activities. The Group’s risk management is coordinated in close cooperation with the Board of Directors, and focuses on
actively securing the Company’s short-to-medium-term cash flows by minimising the exposure to financial markets. The most
significant financial risks to which the Company is exposed are described below. Also refer to the accounting policies.
Foreign currency risk
The Company is exposed to translation and transaction foreign exchange risk. The currencies where the Company is most exposed
to volatility are the US Dollars and Euro. Currently, the Company aims to align assets and liabilities. The Company will continue to
review its currency risk position as the overall business profile changes.
The presentational and transactional currency of the Company is considered to be UK Sterling.
Foreign currency denominated financial assets and liabilities, translated into UK Sterling at the closing rate are as follows:
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i
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Financial assets
Financial liabilities
Short-term exposure
Financial assets
Financial liabilities
Long-term exposure
2018
£’000
2017
£’000
US
Dollar
4,241
(54)
4,187
–
–
–
Euro
861
(117)
744
–
–
–
Other
Currencies
2
(3)
(1)
–
–
–
US
Dollar
956
–
956
–
–
–
Euro
282
–
282
–
–
–
Other
Currencies
–
–
–
–
–
–
121
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
16 Risk management objectives and policies continued
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably.
The Company currently has no general borrowing arrangement in place and prepares cash flow forecasts which are reviewed at
Board meetings to ensure liquidity.
As at 31 July 2018, the Group’s liabilities have undiscounted contractual maturities, which are summarised below:
2018
2017
Current
Non-current
Current
Non-current
At 31 July
Trade and other payables
Contingent consideration
Within
6 months
£’000
3,603
6 to 12
months
£’000
1–5 years
£’000
Later than
5 years
£’000
Within
6 months
£’000
6 to 12
months
£’000
1–5 years
£’000
Later than
5 years
£’000
–
–
–
898
4,837
–
–
2,514
–
–
–
–
–
–
–
The Company has sufficient financial risk management policies in place to ensure that all trade payables are settled within the
respective credit period.
Capital risk management
The Company manages its capital to ensure that it is able to continue as a going concern. The Board has taken the decision
at this stage to minimise external debt, whilst trying to maximise earnings from the cash currently held. Capital consists of the
following items:
Cash and cash equivalents
Equity attributable to Shareholders of the parent company
The Company has no externally imposed capital requirements.
Interest rate risk
31 July 2018
£’000
31 July 2017
£’000
12,136
(73,529)
(61,393)
11,184
(66,277)
(55,093)
The Group manages its interest rate risk by negotiating fixed interest rates on deposits for periods of up to three months.
The average cash and cash equivalents balance, net of bank overdrafts, over the course of the year was £11.7m (2017: £10.1m).
Management does not believe that the Group is subject to interest rate risk.
Fair values of financial assets and financial liabilities
Where market values are not available, fair values of financial assets and financial liabilities have been calculated by discounting
expected future cash flows at prevailing interest rates and by applying year end foreign exchange rates.
Primary financial instruments held or issued to finance the Company’s operations:
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Contingent consideration
31 July 2018
31 July 2017
Book value
£’000
Fair value
£’000
Book value
£’000
Fair value
£’000
30,055
12,136
(13,692)
(5,736)
30,055
12,136
(13,692)
(5,736)
34,196
11,184
(25,441)
–
34,196
11,184
(25,441)
–
122 YouGov Annual Report and Accounts 2018
16 Risk management objectives and policies continued
Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined
as follows: Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from
prices) (Level 2); Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
31 July 2018
£’000
31 July 2017
£’000
Current
Non-current
Current
Non-current
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Liabilities
Level 1
£’000
Level 2
£’000
Level 3
£’000
Contingent consideration
–
–
5,736
Total
£’000
5,736
Level 1
£’000
Level 2
£’000
Level 3
£’000
–
–
–
The following table presents the changes in Level 3 instruments.
Contingent consideration
Balance at 1 August
Provided consideration on business combination
Recognised in the income statement
Balance at 31 July
17 Share capital and share premium
2018
£’000
–
5,727
9
5,736
The Company only has one class of share. Par value of each Ordinary Share is 0.2p. All issued shares are fully paid.
At 1 August 2016
Issue of shares
At 31 July 2017
Issue of shares
At 31 July 2018
18 Share-based payments
Number of
shares
104,299,052
999,657
105,298,709
193,101
105,491,810
Share
capital
£’000
209
2
211
–
211
Share
premium
£’000
31,086
175
31,261
39
31,300
Total
£’000
–
2017
£’000
–
–
–
–
Total
£’000
31,295
177
31,472
39
31,511
The charge in relation to the share-based payments in the year ended 31 July 2018 was £1,317,000 (2017: £784,000). Details of the
number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
Approved and Unapproved share option schemes
Approved share option scheme
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018 WAEP
Number
–
–
–
–
–
–
2017 WAEP
Number
60,721
–
(60,721)
–
–
–
£
–
–
–
–
–
–
£
1.645
–
1.645
–
–
–
123
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
18 Share-based payments continued
Unapproved share option scheme
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018 WAEP
Number
–
–
–
–
–
–
2017 WAEP
Number
21,346
–
(21,346)
–
–
–
£
1.645
–
1.645
–
–
–
£
–
–
–
–
–
–
Expiry dates as standard are seven years from the vesting date. Vesting criteria are time based and contingent on continued
employment with YouGov rather than performance based. The charge in relation to the approved and unapproved share option
schemes in the year ended 31 July 2018 was £nil (2017: £nil).
Long Term Incentive Plan 2009
During the year ended 31 July 2018, the Long Term Incentive Plan 2009 (“LTIP 2009”) for Executive Directors, Senior Executives and
senior managers continued to operate but no new awards were made under the LTIP 2009 as it has been replaced by two new
incentive plans summarised below. The rules governing the LTIP 2009 are summarised in the Remuneration Report on page 52.
The charge in relation to the LTIP 2009 in the year ended 31 July 2018 was £nil (2017: £49,000). This charge was valued using a
Monte Carlo simulation.
Outstanding at the beginning of the year
Employee transfers during the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018
Number
497,421
–
–
(41,354)
–
456,067
456,067
2017
Number
844,205
(7,172)
–
(324,210)
(15,402)
497,421
497,421
The weighted average share price at the date LTIP 2009 options were exercised was £3.59. All of the above are nil cost options.
During the year ended 31 July 2015, two new incentive plans were introduced: a new Long Term Incentive Plan (“LTIP 2014”) for the
Group’s Directors and senior managers and a new Deferred Share Bonus Plan (“DSBP 2014”) for those managers not participating in
the new LTIP.
124 YouGov Annual Report and Accounts 2018
18 Share-based payments continued
Long Term Incentive Plan 2014
Awards under the LTIP 2014 are made in the form of nil-cost options as with the LTIP 2009. The maximum total number of shares
to be awarded to each participant has been set based on their salary in the year ended 31 July 2015 and the share price at the start
of the plan. These awards are to be granted in three equal tranches in October 2015, 2016 and 2017 with an additional award of
384,993 options in April 2018. Receipt of an award in each of those years will be dependent upon the achievement of specific and
demanding personal targets set for that individual in the previous financial year. Vesting of awards will depend on the Company
achieving stretching targets relating to compound growth in adjusted earnings per share (“EPS”) over the five years ending 31 July
2019 and on improvement in its operating margins. Part of the Chief Executive Officer’s award is also subject to a Total Shareholder
Return (“TSR”) condition, this part of the award will only vest if the EPS performance condition is met in full and the Company’s TSR
has grown by 200%.
The maximum number of options that can be granted under this scheme is 4,271,000 and the charge in relation to the LTIP 2014 in
the year ended 31 July 2018 was £1,212,000 (2017: £684,000).
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Outstanding at the beginning of the year
Employee transfers during the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
All of the above are nil cost options.
2018
Number
2017
Number
2,891,842
1,703,271
(1,707,719)
–
744,752
1,188,571
–
–
–
–
1,928,875
2,891,842
–
–
The fair value of 2015 award options granted during the year was £1.01 per option and the fair value of 2018 award options granted
during the year was £3.56. The assumptions used in both the Black Scholes and Monte Carlo Simulation model in calculating the
fair values of the options granted during the year are disclosed in Note 22 to the consolidated financial statements.
Deferred Share Bonus Plan 2014
The DSBP 2014 delivers a portion of managers’ (enhanced) annual bonus in shares, which must be retained for a period of two
years and are subject to continued employment. The charge in relation to the DSBP 2014 in the year ended 31 July 2018 was
£105,000 (2017: £51,000).
Outstanding at the beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018
Number
92,764
35,977
(26,896)
(12,286)
89,559
28,414
2017
Number
87,107
50,953
–
(45,296)
92,764
–
All of the above are nil cost options. The fair value of options granted during the year, determined using the Black Scholes model,
was £3.11 per option. The assumptions used in the Black Scholes model in calculating the fair values of the options granted during
the year are disclosed in Note 22 to the consolidated financial statements.
125
FINANCIAL STATEMENTS
Notes to the Parent Company Financial Statements
for the year ended 31 July 2018 continued
19 Leasing commitments
The future aggregate minimum lease rentals to be paid under non-cancellable operating leases at 31 July 2018 are as follows:
In one year or less
Between one and five years
In five years or more
31 July 2018
31 July 2017
Land and
buildings
£’000
76
10
–
86
Other
£’000
–
–
–
–
Land and
buildings
£’000
497
1,990
538
3,025
Other
£’000
–
–
–
–
The lease rental costs charged to the income statement for the year ended 31 July 2018 amounted to £521,000 (2017: £501,000).
20 Capital commitments
At 31 July 2018, the Company had capital commitments of £nil (2017: £2,000).
21 Major non-cash transactions
There were no major non-cash transactions in the year or the prior year.
22 Transactions with Directors and other related parties
Other than emoluments and the transactions set out below, there have been no transactions with Directors during the year.
As at 31 July 2018 Rosamund Shakespeare, the wife of Stephan Shakespeare, held 559,404 Ordinary Shares in the Company.
Prior to the acquisition of SMG Insight Limited, the Company provided £115,000 of research services and charged rent of £55,000 to
SMG Insight Limited, an associate, and was charged £84,000 for research services by SMG Insight Limited.
As at 31 July 2018, a loan of £270,000 was receivable from Portent.io Limited.
On 10 December 2013, YouGov plc entered into a joint development agreement with Crunch.io Inc, a US company in which Doug
Rivers, an Executive Director of YouGov plc, has an equity interest of 40%. YouGov and Crunch.io Limited have agreed jointly to fund
the development of a cloud-based data analytics software application in which both parties have usage rights.
Trading between YouGov plc and Group companies is excluded from the related party note as this has been eliminated
on consolidation.
23 Events after the reporting year
On 21 August 2018 YouGov plc acquired a 100% share in Inconversation Media Limited, an audience conversation platform that
allows brands and organisations to build conversation channels with their audiences.
On 28 August 2018 a new lease was signed for the London office. The initial term of the lease is 5 years, and the minimum amount
payable during this period is £4,193,000.
On 6 September 2018 YouGov plc reached an agreement with Crunch.io Inc., with which it held a joint development agreement, to
acquire Crunch.io Inc.’s share of the intangible software assets developed under the agreement.
126 YouGov Annual Report and Accounts 2018
24 Registered addresses
Subsidiary Company
Registered Addresses
YouGov plc
CoEditor LTD
Crunch Cloud Analytics Limited
Doughty Media 2 LTD
InConversation Media Limited
Margaux Matrix Limited
SMG Insight Limited
YGV Finance Limited
YouGov Crunch Limited
YouGov Services Limited
YouGov Stone Limited
Consilium Asia Limited
Consilium Limited
50 Featherstone Street, London, EC1Y 8RT, United Kingdom
Room 22D, Shuguang Building, No. 189 Puan Road, Shanghai, 200021, China
9/F, Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong
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Iridescent Productions Company Limited
240/2/580 Ashtar Compound, Ankawa, Erbil, Kurdistan Region, Iraq
MMH 2014 Limited
115, George’s Street, 4th Floor, Edinburgh, EH2 4JN, Scotland
PT YouGov Consulting Indonesia
62, Setiabudi One 2 Building, 6th Floor Suite 605C, JI HR Rasuna Said Kav 62,12920,
Jakarta, Republic of Indonesia
YG Research India Private Limited
Kaledonia 1st Floor, Sahar Road, Andheri East, Mumbai, 400069, India
YouGov America Inc
805 Veterans Blvd, Suite 202, Redwood City, CA, 94063, USA
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YouGov America Holdings LLC
YouGov Data & Analytics GmbH
41, Sebastian-Kneipp-Straße, Frankfurt am Main, 60439, Germany
YouGov Deutschland GmbH
Gustav-Heinemann-Ufer 72, 50968, Cologne, Germany
YouGov Finland OY
YouGov France SASU
Sales Questor Oy, Myllypellontie 3 C 63, 00650, Helsinki, Finland
29 Rue du Louvre, 75002, Paris, France
YouGov Galaxy Pty Limited
Level 5, 580 George Street, Sydney, NSW 2000, Australia
YouGov Research Pty Ltd
YouGov Italia S.R.L.
YouGov M.E. Egypt LLC
YouGov M.E. FZ LLC
Via Leone XII, N. 14, Milan, Italy
115 Althawra St., Heliopolis, Cairo, Egypt
Suites 302 and 303, Cayan Business Center, Barsha Heights, Dubai, UAE
YouGov Malaysia Sdn. Bhd.
33-1, Level 1, Jalan 4/93, Taman Miharja Cheras, Kuala Lumpur, 55200, Malaysia
YouGov Nordic and Baltic A/S
Bryggervangen 55, 1.th, DK-2100, Copenhagen, Denmark
YouGov Norway AS
Møllergata 8, 0179, Oslo, Norway
YouGov Poland Sp. z o.o.
17/9, Ul. Wiejska, Warsaw, 00-480, Poland
YouGov Singapore Pte Ltd
67, Tanjong Pagar Road, #02-01, Singapore, 088488, Singapore
YouGov Spain S.L.
YouGov SRL
YouGov Sweden AB
YouGov (Thailand) CO. LTD
19, Calle de Prim, Madrid, 28004, Spain
85, str. Buzesti, sector 1, Bucharest, Romania
Holländargatan 17 B, 111 60, Stockholm Sweden
152, Chartered Square Building, 12Ath Floor, Unit 12A-01, North Sathorn Road, Silom,
Bangrak, Bangkok, 10500, Thailand
127
ADDITIONAL INFORMATION
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of YouGov plc will be held at 50 Featherstone Street, London, EC1Y 8RT on
Wednesday 12 December 2018 at 8.30am to consider and, if thought fit, pass the resolutions below.
Resolutions 13 and 14 will be proposed as Special Resolutions. All other Resolutions will be proposed as Ordinary Resolutions.
Ordinary Resolutions
Resolution 1
Report and accounts
To receive the Company’s annual accounts for the financial year ended 31 July 2018, together with the Directors’ report and the
auditors’ report on those accounts.
Resolution 2
Directors’ remuneration report
To approve the Directors’ remuneration report set out in the annual report and accounts for the financial year ended 31 July 2018.
Resolution 3
Appointment of auditors
To reappoint PricewaterhouseCoopers LLP as auditors to hold office from the conclusion of this meeting until the conclusion of the
next general meeting of the Company at which accounts are laid.
Resolution 4
Remuneration of auditors
To authorise the Directors to fix the remuneration of the auditors.
Resolution 5
Election of Sundip Chahal as Director
To elect Sundip Chahal as a Director who retires at the first AGM following his appointment, in accordance with the Company’s Articles
of Association.
Resolution 6
Election of Ashley Martin as Director
To elect Ashley Martin as a Director who retires at the first AGM following his appointment, in accordance with the Company’s Articles
of Association.
Resolution 7
Election of Alexander McIntosh as Director
To elect Alexander McIntosh as a Director who retires at the first AGM following his appointment, in accordance with the Company’s
Articles of Association.
Resolution 8
Election of Andrea Newman as Director
To elect Andrea Newman as a Director who retires at the first AGM following her appointment, in accordance with the Company’s
Articles of Association.
Resolution 9
Re-Election of Roger Parry as Director
To re-elect Roger Parry as a Director, who retires by rotation in accordance with the Company’s Articles of Association.
Resolution 10
Re-Election of Benjamin Elliot as Director
To re-elect Benjamin Elliot as a Director, who retires by rotation in accordance with the Company’s Articles of Association.
Resolution 11
Dividend
To declare a final dividend of 3.0 pence per ordinary share to be paid on Monday 17 December 2018 to those shareholders on the
register of members as at Friday 7 December 2018.
Resolution 12
Directors’ authority to allot shares
To generally and unconditionally authorise the Directors (in substitution for all subsisting authorities to the extent unused, other than
in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) for the purposes
128 YouGov Annual Report and Accounts 2018
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of section 551 of the Companies Act 2006 (the “2016 Act”) to exercise all the powers of the Company to allot shares in the Company
(“Shares”) and grant rights to subscribe for, or to convert any security into, Shares (“Subscription or Conversion Rights”) up to an
aggregate nominal amount of £10,550 provided that this authority shall expire at the conclusion of the next Annual General Meeting of
the Company after the passing of this resolution or on 31 December 2018, whichever is the earlier, save that the Company may, before
such expiry, make an offer or agreement which would or might require Shares to be allotted or Subscription or Conversion Rights to
be granted after such expiry and the Directors may allot Shares and grant Subscription or Conversion Rights in pursuance of any such
offer or agreement as if this authority had not so expired.
Special Resolutions
Resolution 13
Authority for disapplication of pre-emption rights
That conditional on the passing of Resolution 12 above, that the Directors be and are hereby empowered in accordance with section
570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash, either
pursuant to the authority conferred by Resolution 12 or by way of a sale of treasury shares, as if section 561(1) of that Act did not apply
to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer of such securities:
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
(ii) to holders of other securities as required by the rights of those securities or as the Directors otherwise consider necessary, but
subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the
requirements of any regulatory body or any stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £10,550
and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on
31 December 2018, whichever is the earlier, save that the Company may before such expiry make offers or agreements which
would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance
of any such offers or agreements as if the power conferred hereby had not expired.
Resolution 14
Purchase of own shares for market value
That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make
one or more market purchases (as defined in Section 693(4) of the 2006 Act) on the London Stock Exchange of ordinary shares of 0.2p
each of the Company provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 10,549,181 (representing 10% of the
Company’s issued ordinary share capital at the date of this notice); and
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 0.2p; and
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share will not be more than the price permitted
by the Listing Rules of the UK Listing Authority at the time of purchase (which is currently the higher of an amount equal to 105%
of the average of the middle market quotations of an ordinary share of the Company, as derived from the Daily Official List of
the London Stock Exchange for the 5 business days immediately preceding the day on which such share is contracted to be
purchased and an amount equal to the higher of:
(i) the price of the last independent trade of an ordinary share; and
(ii) the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System.)
(d) unless previously renewed, revoked or varied, this authority shall continue for the period ending on the date of the Annual
General Meeting in 2019 or 31 December 2019, whichever is the earlier, provided that, if the Company has agreed before this date
to purchase ordinary shares where these purchases will or may be executed after the authority terminates (either wholly or in
part), the Company may complete such purchases.
By order of the Board:
Tilly Heald
Company Secretary
9 October 2018
Registered Office:
50 Featherstone Street,
London EC1Y 8RT
Registered in England and Wales No. 03607311
129
ADDITIONAL INFORMATION
Notes to the Notice of Annual General Meeting
Explanatory Notes to the Notice of Annual General Meeting
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 and 14 are proposed as Special Resolutions. This means that for each Resolution to be passed, at least three-quarters
of the votes cast must be in favour of the Resolution.
Resolution 5 – 8 Explanatory Notes
Each of the Directors proposed for election in Resolutions 5, 6, 7 and 8 were appointed by the Board during the 12 month period since
the 2017 AGM. In accordance with the Articles of Association, each Director is proposed for election by the Shareholders in general
meeting. For more information about the Directors’ background and experience, please see pages 42 and 43.
Resolution 9 Explanatory Notes
Roger Parry, Non-Executive Director and Chair, retires by rotation in accordance with the Articles of Association. Roger was last
re-elected at the 2016 AGM.
Roger reached nine years’ tenure on the Board as of the 2016 AGM. The Board has confirmed that Roger continues to be effective
in, and demonstrates commitment to, his role, including time commitment for Board meetings. The Board is satisfied that Roger
continues to be independent in both character and judgement and unanimously recommends his re-election.
Resolution 10 Explanatory Notes
Benjamin Elliot, Non-Executive Director, retires by rotation in accordance with the Articles of Association. He was last re-elected at the
2016 AGM.
Resolution 13 Explanatory Notes
Under section 561 of the Companies Act 2006, when new shares are allotted, they must first be offered to existing shareholders
pro-rata to their holdings. This Special Resolution renews the authorities previously granted to the Directors to: (a) allot shares of the
Company in connection with a rights issue or other pre-emptive offer; and (b) otherwise allot shares of the Company, or sell treasury
shares for cash, up to an aggregate nominal value of £10,550 (representing in accordance with institutional investor guidelines,
approximately 5% of the share capital in issue as at 5 October 2018 (being the last practicable date prior to the publication of this
notice)) as if the pre-emption rights of Section 561 did not apply. The authority granted by this resolution shall expire at the conclusion
of the next Annual General Meeting of the Company after the passing of this resolution or on 31 December 2019, whichever is
the earlier.
Resolution 14 Explanatory Notes
The Directors consider that it would be appropriate and that it would promote the success of the Company, for the benefit of its
members as a whole, to seek authority to make market purchases of its ordinary shares on the London Stock Exchange, up to a
limit of 10% of its issued ordinary share capital. The maximum and minimum prices are stated in Resolution 14. Any ordinary shares
purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled,
sold for cash or used to satisfy options issued to employees pursuant to an employee share plan.
The Board have no present intention to exercise the authority to purchase the Company’s ordinary shares, however they consider it
prudent to have the authority to do so should it be in the best interests of the Company to undertake a share buy-back upon vesting
of the Company’s Long Term Incentive Plan which is due to vest in 2019 (the LTIP 2014). The Directors will keep the matter under
review, taking into account the overall financial position of the Company. The authority will be exercised only if the Directors believe
that in doing so it is likely to promote the success of the Company for the benefit of its members as a whole.
As at 5 October 2018, being the last practicable date prior to the publication of this notice, there were employee share plan options
over 7,908,363 ordinary shares in the capital of the Company, which represent 7.5% of the Company’s issued ordinary share capital at
that date. This figure of ordinary shares includes both vested and unvested employee share options. If all share options were to vest
in full, and authority under this resolution to purchase the Company’s ordinary shares was exercised in full, the proportion of ordinary
shares subject to such options would represent 7.5% of the Company’s issued ordinary share capital as at 5 October 2018, being the
latest practicable date before publication of this notice.
130 YouGov Annual Report and Accounts 2018
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Note on voting procedures
1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at
the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy
is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder
of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Neville
Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD.
2. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours
only) by hand at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD no later than 8.30am on Monday
10 December 2018.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 6 below)
will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
4. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to attend and vote at the
Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders
must be registered in the Register of Members of the Company at 6.00pm on Monday 10 December 2018 (or, in the event of
any adjournment, 6.00pm on the date which is two days before the time of the adjourned meeting). Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a 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.
6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited
(the operator of the CREST system), and must contain the information required for such instruction, as described in the CREST
Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given
to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 7RA11)
by 8.30am on Monday 10 December 2018. 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 Application 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 proxies appointed through
CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any particular message. 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, to
procure that his 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 system service providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
8. 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.
9. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that:
(i) if a corporate shareholder has appointed the chair of the meeting as its corporate representative with instructions to vote on a
poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a
poll those corporate representatives will give voting directions to the chair and the chair will vote (or withhold a vote) as corporate
representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate
shareholder attends the meeting but the corporate shareholder has not appointed the chair of the meeting as its corporate
representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who
will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative.
Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies
and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of
representation letter if the chair is being appointed as described in (i) above.
131
ADDITIONAL INFORMATION
Notes
132 YouGov Annual Report and Accounts 2018
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