Annual Report & Accounts 2024
Annual Report & Accounts 2024
Our
Purpose
Our
Mission
Our
Vision
Our
Panel
YouGov is an
international online
research data and
analytics technology
group.
Our innovative solutions help the world’s
most recognised brands, media owners and
agencies to plan, activate and track their
marketing activities better.
With operations in the UK, the Americas,
Europe, the Middle East, India and Asia
Pacific, we have one of the world’s largest
research networks.
Our purpose
To give the world a voice through our global community
by collecting, measuring and analysing their opinions and
behaviours and reporting the findings accurately and free
from bias.
Our mission
To supply a continuous stream of accurate data and insight
into what the world thinks, so that companies, governments
and institutions can make informed decisions.
Our vision
For YouGov to be the world’s leading provider of marketing
and opinion data. We want YouGov data to be a valued
public and client platform used by hundreds of millions of
people on a daily basis, enabling intelligent decision-making
and informed conversations.
Our panel
A global online community that allows us to produce a
reliably representative picture for analysis and predictions.
Contents
Strategic Report
Highlights
01
Chair’s Statement
02
Business at a Glance
04
Investment Case
06
Our Competitive Advantages
07
Chief Executive Officer’s Statement
08
CEO Q&A
11
Our Markets
12
Marketplace in Action
14
Our Business Model
16
Our Divisions
18
Our Strategy
24
Strategy in Action
26
Key Performance Indicators
28
Chief Finance Officer’s Review
30
Explanation of Non-IFRS Measures
35
S172 Statement
37
ESG Report
40
Risk Management and Principal Risks
55
Governance Report
Chair’s Introduction to Governance
64
Board of Directors
66
Corporate Governance Report
69
QCA Code
76
Nomination Committee Report
78
Audit & Risk Committee Report
81
Directors’ Remuneration Report
88
Remuneration Committee Chair’s Statement
89
Directors’ Remuneration Policy
92
Annual Report on Remuneration
97
Directors’ Report
106
Statement of Directors’ Responsibilities
109
Financial Statements
Independent Auditors’ Report to the Members of
YouGov plc
112
Consolidated Income Statement
123
Consolidated Statement of Comprehensive
Income
124
Consolidated Statement of Financial Position
125
Consolidated Statement of Changes in Equity
126
Consolidated Statement of Cash Flows
127
Parent Company Statement of Financial Position
128
Parent Company Statement of Changes in Equity 129
Principal Accounting Policies of the Consolidated
Financial Statements
130
Notes to the Consolidated Financial Statements
142
Group Five-Year Financial Summary
173
Additional Information
Guide to Compliance Disclosures
176
SASB Alignment Index
179
Advisors
180
Notice of Annual General Meeting
181
Financial Highlights
Revenue
Adjusted earnings per share1
+30%
-29%
£335.3m
29.4p
Adjusted operating
profit1
Statutory basic
earnings per share
+1%
N.A.
£49.6m
(2.0p)
Adjusted operating
profit margin1
Staff costs as a %
of revenue
-400bps
+300bps
15%
50%
Statutory operating profit
Operating cash generation
-75%
-22%
£10.9m
£53.9m
1 Defined in the explanation of non-IFRS measures on page 35.
Financial and Operational Highlights
•
Revenue growth of 30% (FY23: 17%) to £335.3m, and underlying¹
growth of 3% (FY23: 9%) with varied performance across the
regions
•
Adjusted operating profit2 up by 1% to £49.6m, largely due to
higher CPS contribution
•
Adjusted operating profit margin1 down 400 basis points (bps)
to 15%, due to weak sales momentum during the year and higher
levels of staff and technology costs in H1 FY24
•
Reorganisation of our commercial teams and the expansion of our
senior leadership team to drive innovation and efficiency
•
Completed the transformational acquisition of CPS, the European
leader in household purchase data across 18 countries, for a
headline purchase price of €315m, in January 2024
•
Completed the acquisition of Yabble, post period end, which will
transform our Data Products segment, maximising the capabilities
of Yabble's industry leading AI platform with YouGov's superior
quality data
ESG Highlights
•
Set near-term and net zero targets for carbon emissions reduction
•
Published our inaugural stand-alone ESG Report
•
Signed up to the UN Global Compact
•
Launched Employee Value Proposition to articulate the unique
YouGov experience
•
Incorporated ESG objectives into executive remuneration
schemes
Recognition and Accreditations
ISO 27001 certification
•
International standard for Information
Security management
Cyber Essentials Plus certification
•
External assurance of protection
against common cyber threats
SUPER certification
•
Single-use plastic reduction
achievements in six offices
AIM Awards 2023
•
Best Use of AIM (Shortlisted)
•
AIM Transaction of the Year (Shortlisted)
•
Diversity Champion (Shortlisted)
IR Magazine Awards – Europe 2024
•
Best investor event: small to mid-cap
(Winner)
•
Best annual report: mid-cap
(Shortlisted)
Women in Governance, Risk and
Compliance Awards 2024
•
Team of the Year (Winner)
Chartered Governance Institute
Awards 2023
•
Team of the Year (Shortlisted)
•
Kate Humphreys for Champion for
Governance (Shortlisted)
CorpComms Awards 2023
•
Best In-House Team: Internal
Communications (Shortlisted)
YouGov plc Annual Report & Accounts 2024
01
STRATEGIC REPORT
Highlights
My first full year as Chair of the YouGov plc
Board of Directors has been one of change
for YouGov, as we moved into our third
long-term strategic growth plan (SP3),
led by our new CEO, Steve Hatch.
During the year, we completed our transformative acquisition of
GfK’s Consumer Panel Services business (“CPS”), an established
leader in household purchase data in Europe serving FMCG
clients, welcoming 1,000+ new employees to the YouGov Group
and increasing our workforce size by 50%. We also acquired
KnowledgeHound, a US based survey data management solution,
to aid the extension of our YouGov Crunch survey analytics
platform to handle the needs of large brands. More recently,
following the end of the reporting year, we acquired Yabble, the
New Zealand based company that has pioneered the use of
generative AI to deliver audience insights.
Last year, I noted the ongoing challenges and macro uncertainty
in our industry, which have persisted into FY24. Client budgets
have increasingly come under pressure and the prevalence of
fraudulent data has led to greater scrutiny on panel quality across
the industry. YouGov invested in further improvements to our
systems and we continue to be seen throughout the industry
as the gold standard for high-quality data. However, in the
period of uncertainty, clients appear to have eased off from new
commitments. We believe that in the new world of AI-powered
research, high quality connected and structured data will become
increasingly important and we are again seeing increased demand
from our most data-savvy clients.
Financial results and dividend
In FY24, while we grew revenue compared to the prior year, growth
in the US and UK region was in part offset by slight contractions
in the EMEA and APAC markets. Against this slowdown, the Board
acted quickly to support management to take significant cost
action towards the end of the financial year, which is expected
to generate annualised cost savings of £20 million. The guiding
principle was to right-size our organisation and ensure we are
resourced in more strategically focussed areas to maximise our
capacity and efficiency. While these decisions are never easy,
the cost optimisation initiatives were determined with a view
to sustaining profitability levels and ensuring delivery of our
long-term strategic growth plan, SP3, which is set out in further
detail in the CEO’s Report.
YouGov continues to maintain a progressive dividend policy and,
in line with this, the Board is pleased to recommend a dividend
of 9.0p per share payable on 9 December 2024 to shareholders
on the register as at 29 November 2024. This will be tabled for
shareholder approval at our Annual General Meeting (“AGM”) on
5 December 2024.
SP3 – Commencing the third strategic
growth plan (SP3)
Our vision is for YouGov to be the world’s leading provider of
marketing and opinion data. To support our realisation of this
vision, we choose to operate using the tool of medium-to-long
term strategic growth plans to enable us to allocate resources,
make investment decisions and to create a close link between
corporate performance and executive remuneration. In FY23,
the Board approved the strategic direction for our third long-
term strategic plan, SP3, to commence from FY24. In this
first year of the plan, the Board was delighted to welcome
new members of senior management, product owners, and
clients, to join our annual strategic offsite in May 2024 where
we considered “SP3 in the age of AI”. It is clear to us that there
is huge potential in AI technology not only to create more
efficiencies within our workflows but also to access new layers
of value from our unique connected dataset.
Governance and Board composition
During FY24, the YouGov plc Board also saw some changes.
In February 2024, Sundip Chahal stepped down as an
Executive Director and Chief Business Officer (CBO). Sundip
contributed significantly to the Company’s first two long-
term financial plans during his tenure as CBO and formerly
as Chief Operating Officer. In April 2024, in line with our
previously disclosed succession plan, Rosemary Leith stepped
down from the Board of Directors after nine years. We are
grateful to have had Rosemary’s outstanding contribution
to our Board as Chair of the Remuneration Committee and
formerly Senior Independent Director during her tenure. In
June 2024, we welcomed Deborah Davis to the Board and as
Chair of the Remuneration Committee. Deborah has extensive
global experience in platform business models, software,
fintech, telecoms and e-commerce businesses, and her
appointment further strengthens our governance capabilities.
I am confident that we have a strong and balanced Board of
Directors to support our growth and strategic ambitions.
In addition, Steve has strengthened the senior management
team through the year, in both functional and regional
leadership, as detailed in his CEO’s Report, putting the
Company in an advantaged position to realise our ambitions.
Environmental, social and governance
(‘ESG’)
Building on a foundation of ethical, sustainable, and responsible
business practices, our commitment to ESG is a natural
continuation of who we are as a company, and I am pleased to
report on a number of ESG highlights in the year.
Our CEO delivered on his ESG objective to formalise and
champion YouGov’s policy on neutrality. The principle of
neutrality is essential to YouGov’s mission to give a voice to what
the world thinks. While it has always been a core principle within
the market research industry, the introduction of this formal
policy ensures that we share a clear understanding of what
neutrality means to YouGov and how we apply it to our research
and editorial output. Additionally, our new Employee Value
Proposition (“EVP”) was launched, laying the foundations for a
combined, enriching culture as our teams at YouGov and CPS
come together to form one, unified business.
In May 2024, we published our inaugural stand-alone ESG
Report (available on our corporate website at:
corporate.yougov.com/esg). Introducing our net zero targets
and our social mission framework, this report reflects our
continued commitment to transparency and accountability
in our ESG approach. YouGov’s social mission framework
incorporates our commitments to support and engage our
panel members, clients, employees, and the wider community.
From providing unparalleled access to free public data, to
maintaining a representative and accessible panel, we are
driven by a desire to make a positive social impact. We are also
in a unique position to support our clients with their own ESG
agendas, and the case studies in our ESG Report illustrate how
our trusted insights inform a range of ESG approaches.
Looking ahead and conclusion
On behalf of the Board, I want to reiterate our appreciation
of the resilience of all our employees and their dedication to
the YouGov values – be fast, be fearless, get it right, trust and
respect each other. I wish to commend Steve on his ability to
adapt swiftly to the difficult changing conditions we have seen
this year and his commitment to a positive, inclusive culture.
As we welcome our new colleagues from KnowledgeHound,
CPS and Yabble and work through the integration plan for
our enlarged business, we are committed to maintaining
the strongest aspects of culture and learning from our new
colleagues to make YouGov a place people can continue to
thrive. While the next year will not be without its challenges as
we implement our cost actions, I believe our chosen business
model and strategy, including our unique and valuable panel
asset, is what enables us to continue to deliver long-term value
to our stakeholders, and will make YouGov the world’s number
one market research company.
Stephan Shakespeare
Chair
5 November 2024
While the year presented
its challenges, we took
swift action to right-size
our organisation and
ensure delivery of our
long-term strategic
growth plan.”
Stephan Shakespeare
Chair
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
02
03
STRATEGIC REPORT
Chair’s Statement
Revenue split by division (FY24)
Revenue split by region (FY24)
Panel split by region (FY24)
25%
53%
22%
Data Products
Research
CPS
35%
Americas
6%
Asia Pacific
19%
UK
40%
Mainland Europe
11%
35%
18%
23%
12%
Americas
UK
Mainland Europe
MENA and India
Asia Pacific
Our business is structured into
, and the connectedness of
our products and services serves as
a strong differentiator.
Data Products
Research
CPS
YouGov Global Affiliate
Partnerships Programme
YouGov’s Global Affiliate Partnerships
Programme offers research agencies
access to YouGov’s platforms, expertise
and (where required) panel, while
establishing the YouGov brand and data
products in the local market.
Learn more at: business.yougov.com/
global-affiliate-partnerships
Offices worldwide
52
Clients worldwide
4,600+
Employees worldwide
3,000+
Registered Members
worldwide
29m+
No. of panel markets
63
#2
Most quoted market research
source worldwide
YouGov Partner Panel
YouGov Panel
Americas
13%
employees
8 offices
UK
13%
employees
2 offices
Mainland Europe
52%
employees
30 offices
Middle East & India
18%
employees
4 offices
Asia Pacific
4%
employees
8 offices
Our reach
YouGov has one of the world’s largest research networks
Our divisions
three
divisions
connectedness
strong differentiator
This division
comprises our
syndicated data
products, which are
available to clients on
a subscription basis.
This division offers
a wide range of
quantitative and
qualitative research
that is tailored to
meet clients’ specific
requirements.
Our CPS division
provides household
consumer purchasing
data across 18
European countries.
*
Surveys
Custom Research
Omnibus
Behavioral
Profiles
BrandIndex
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
04
05
STRATEGIC REPORT
Business at a Glance
Our proprietary
panel
YouGov recruits, maintains and
utilises its own proprietary panel
of over 29 million registered panel
members across 63 markets. We
constantly strive to improve our
member experience and ensure
our panel remains representative,
inclusive, and accessible.
This deeply profiled panel of
registered members plays a crucial
role in maintaining our consumer
intelligence database, providing
a constant flow of opinion and
behavioural data that can be
leveraged by our clients.
All of our products and services draw
upon this detailed understanding
to deliver accurate, actionable
consumer insights.
Our rich,
connected dataset
For over 20 years, YouGov has been
using its highly engaged panel
to build an ever-growing source
of connected consumer data
that powers all our products and
platforms.
The depth, breadth and
connectedness of this data acts
as a strong differentiator as clients
increasingly look to understand
their audiences better and extract
more value from their research
programs.
Combined with our strong research
expertise, the accuracy of this
dataset is second to none and
ensures YouGov maintains its
reputation for high-quality data
solutions.
Our strong
brand
As innovators and pioneers of
online market research, we have
a strong reputation as a trusted
source of accurate data and
insights.
Testament to this, YouGov data
is regularly referenced by the
global press, and the company
regularly receives top rankings
in independent studies on panel
quality and data accuracy.
This strong brand reputation instils
a high level of trust, not only among
clients, but also our registered panel
members who continue to share
their personal data with YouGov on
a daily basis.
50,000
reviews on Trustpilot with an
average score of 4.6 stars
Top ranked
market research firm in
538’s Pollster Ratings
#1
in prompted awareness among
market research suppliers
[YouGov has] the amount of data, that
no matter what we want to measure,
[YouGov can] always find enough
samples and respondents. That’s why
I don’t have to go anywhere else.”
YouGov US Client
1
2
Sustainable
growth
Strong track record
of growth with clear
runway for continued
expansion
Connected data
Unparalleled depth and
breadth of connected,
proprietary data
addresses market need
for high-quality, reliable
insights
10-year revenue
CAGR1
14%
2.5m+
data variables
globally
3
4
AI and
Innovation
Culture of innovation
combined with our best-
in-class dataset presents
prime opportunity to set
the standard for use of
generative AI in market
research
Recurring
revenue
High-margin
subscription business
and strong client
retention provides
recurring revenue
stream and benefits of
operational leverage
Yabble acquisition
completed in August
2024
~90%
of FY24 revenue
from existing clients2
5
6
Enhanced
profitability
Solid profitability
with actions taken to
underpin long-term
ambitions
Strong
leadership
Highly motivated and
experienced leadership
team with a clear goal of
enhancing shareholder
value and employee
experience
£20 million
cost optimisation
plan underway
27
average years
of professional
experience
1
Excluding the acquisition of CPS.
2 Existing client defined as any client that has contributed to revenue in the prior year, Excludes CPS clients.
YouGov plc Annual Report & Accounts 2024
06
YouGov plc Annual Report & Accounts 2024
07
STRATEGIC REPORT
Investment Case
Our Competitive Advantages
FY 2024 was a year of transition
for the industry and at YouGov.
Having concluded my first
year at the company, I am fully
convinced that the strength
of our data, brand and people
remains unrivalled.
Over the past year the business has seen a number of successes
and challenges, from the completion of the transformational CPS
acquisition and a successful UK General Election cycle to our
disappointing trading update in June 2024 and the subsequent
announcement of our cost optimisation and restructuring plan.
While several factors, both internal and external, have contributed
to the challenges we have faced, I am confident the actions we
have taken will set the business up for sustained success in the
future. I would like to thank all the employees at YouGov and our
new colleagues at CPS for their hard work and commitment.
The market research industry has had to adapt to several
market forces over the year from the rise of AI-based insights to
addressing panel quality issues and the continued high interest
rate environment leading to a cautious spending profile from
clients. Consequently, the global Market Research sector recorded
growth of 5% in 20231, in line with inflation and growth rates seen
in the prior year, with some of the largest players in our industry
recording year-on-year declines. Against this backdrop, YouGov
reported 3% underlying2 growth in FY24 and 30% reported growth
reflecting the CPS acquisition.
FY24 Priorities
We have made considerable progress over the past year in our
areas of priority for FY24 and this will set us up for growth in the
medium term. These priority areas are:
CPS
•
Completed the transformational acquisition of CPS, the
European leader in household purchase data with panels
across 18 countries, for a headline purchase price of €315m,
in January 2024.
•
The division has continued to perform well post-completion
with clients continuing to receive the high level of service
they had prior to the deal. Additionally, the CPS and YouGov
teams are beginning to collaborate on research opportunities,
particularly in Germany and Italy.
•
With the integration process well underway, we will be
investing in strategic growth initiatives for the CPS business to
accelerate future growth, including:
•
Development of a new platform, SimIT Web, in conjunction
with Circana™, which is expected to launch in FY25. The
platform will represent a significant step forward in the
shopper analytics industry owing to its efficient data
accessibility and visualisation, export capabilities,
AI chatbot, collaboration features, automatic report
updates and user-friendliness.
•
Build out of passive consumer panels in the Nordics
through automated receipt data collection, thereby
increasing the potential commercial opportunities with
brands and retailers in the region.
Panel Quality
•
Following the publication of our industry leading white
paper in November 2023 on how we maintain superior
data quality in YouGov BrandIndex, we have been able to
catch fraudulent and inattentive respondents in real-time,
eliminating slow, manual processing. This has resulted
in measurably better response quality in our surveys. For
example, the percentage of US respondents in YouGov
BrandIndex that failed attention checks has dropped from
5% in early 2023 to about 1% in August 2024.
•
The quality of our panel was put to the test at the 2024
UK General Election and we were extremely pleased that
YouGov’s predictions called 92% of seats accurately,
surpassing the accuracy of all major pollsters including the
exit poll.
Product Innovation
•
Based on feedback from clients and our assessment of
our Data Products proposition, we identified the need
to improve the user interface and user experience of
our syndicated subscription products to increase their
ease of use and discoverability of the data. Following the
acquisitions of KnowledgeHound and Yabble, we have
developed a product roadmap that includes a series
of enhancements and new AI-enabled features to be
introduced in FY25.
•
Additionally, we further identified the need for us to have
more category-specific products that serve a wider base of
clients and address their most immediate needs in a cost-
efficient way, allowing us to tap into the upside potential
with brand clients. We were able to rapidly develop and
test these products using our existing YouGov BrandIndex
dataset while expanding into category-specific data
to track industry behaviours, attributes and products.
Subsequently, we have launched YouGov CategoryView
in the US covering seven different categories across the
FMCG, Automotive and Financial Services sectors, with
several more planned for launch during FY25.
Commercial Rigour
•
One of the areas that has undergone a notable transition
and change over the past year has been the structure of
our commercial teams. Beginning with the appointment
of a new Chief Commercial Officer, Tom Fisher, in
January 2024, we changed the reporting structure and
accountability to be more regionally aligned.
•
Under Tom’s leadership, we have thoroughly evaluated
our sales incentive programme and moved our account
management teams to quarterly targets and more
focussed client accounts in terms of numbers and sectors.
Additionally, we have appointed a new leader for our UK
business and will imminently be appointing a leader for
our DACH business. Overall, we believe we have the right
measures and leaders now in place to ensure we continue
to expand our share of wallet with existing clients and win
new business in the coming years.
US Expansion
•
The US has seen robust underlying2 growth in FY24,
in line with the market, with variability in performance
across different sectors. After a short pause in FY23,
the technology sector returned to strong growth in the
year. However, this was offset in part by a slowdown in
the gaming sector which has undergone a period of
restructuring and the academic sector which is expected
to return to growth in FY25 ahead of the 2024 US
Presidential Election.
Cost optimisation plan
Following the lower than expected growth achieved in FY24,
we accelerated our internal operational and strategic review
of the YouGov business and subsequently commenced a
cost optimisation plan. The strategic review included an
assessment of our entire product portfolio, reviewing the size
and profitability of some of our local operations and evaluating
our support function needs for the next 12-18 months.
The Company identified several areas where we could
reduce our cost base and reallocate resources to be a more
focussed and efficient business. We expect these streamlining
measures to lead to annualised cost savings of £20 million,
through a reduction in support functions, discontinuing under-
performing products, scaling back in certain non-core regions
and curtailing third-party supplier costs. It is anticipated that
about 70% of the annualised cost savings will be realised in
FY25, weighted towards the second half of the year.
Third strategic growth plan ("SP3")
YouGov's current strategic growth plan aims to deepen
YouGov's strategy and complete the final stage of positioning
ourselves as a platform business with a dual go-to-market
strategy targeting enterprise sales and a digital path to
purchase. This strategic growth plan is underpinned by three
key growth areas:
•
Deepening client relations and increasing market
penetration through our syndicated data products and
customised research;
•
Driving greater usage of our self-serve client platform,
through single sign-on and a digital sales and marketing
approach; and
•
Targeting greenfield opportunities, such as newer products
and M&A.
YouGov has delivered a
resilient performance
in FY 2024, while the
business has undergone
a period of transition and
change.”
Steve Hatch
Chief Executive Officer
1
According to the ESOMAR Global Market Research Report published in
September 2024.
2 Defined in the explanation of non-IFRS measures on page 35.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
08
09
STRATEGIC REPORT
Chief Executive Officer's Statement
CEO Q&A
Following the announcement of our cost optimisation plan in
August 2024, we will be prioritising our investments in areas
where we see the greatest potential for return to ensure we
remain on track to delivering on SP3. Some of the identified
areas of initial investment include:
•
Upgrading our Data Products, as outlined above, to make
the interface more intuitive and adding features and pre-
built content that increase the speed and ease at which
clients can derive the data and insights they need.
•
Further building out our AI-enabled capabilities to enhance
operational efficiency through workflow automation and
develop client-facing product innovations. Beginning with
YouGov Profiles, our flagship audience intelligence tool, we
will look to introduce conversational search and analytics to
make the data within our vast dataset more discoverable.
•
Enhancing our sales organisation through the appointment
of new regional leaders for UK and EMEA to drive improved
performance.
Following the completion of the CPS transaction, the Group
revised its medium-term guidance to include the contribution
from CPS, and our ambitions remain unchanged:
•
Medium-term revenue of £650 million; and
•
Medium-term adjusted operating profit margin of 25%.
The Board is confident that our identified investment priorities
and cost optimisation measures will allow the Group to focus
on its long-term strategic plan and deliver on the ambitious
financial targets over time.
Current trading and outlook
•
Trading for the current financial year is broadly in line with
the prior year as expected, reflecting the slower sales
bookings in H2 FY24.
•
Continue to see demand for our high-quality Custom
Research data, while seeing longer sales cycles for Data
Products subscription sales.
•
Sales bookings momentum is expected to pick up in Q2
and Q3 FY25 as we head into renewal season for our Data
Products, supported by the launch of new products and
features as well as an improvement in market conditions.
•
We expect the Group to meet current market expectations
for FY25, which will be second half weighted due to the
ongoing restructuring process.
•
We maintain a disciplined approach to cash management,
and as of 31 July 2024, the Group has a robust balance
sheet, with approximately £74 million in cash and cash
equivalents and €16 million of the revolving credit facility
remains undrawn.
•
Moving into FY25, enhancing our core Data Products,
further development of AI capabilities and building up our
team of expert researchers and data scientists will be our
key investment areas.
Leadership team
In my first year at YouGov, I have been thoroughly impressed,
not only by the calibre of the staff and their dedication to the
company, but also their enthusiasm and entrepreneurial spirit.
As we evolve into a market leader in our field, it is vital that
we become a more globally connected organisation with a
clearer corporate structure, which in turn will lead to better
accountability and performance.
Beginning with the aforementioned appointment of a new
Chief Commercial Officer (CCO), we have reorganised our
sales and regional teams to enable greater collaboration, clear
roles and responsibilities and alignment of goals. Under the
new structure, regional heads have full responsibility of the
commercial and delivery teams and report into the CCO. This
will enable us to better serve our large multi-national clients
using a more global approach to our key client relationships.
Furthermore, we have strengthened our senior leadership
team with the appointment of Marc Ryan as Chief Product
Officer (CPO) in September 2024. Marc’s initial focus will be
on YouGov’s Data Products, and he joins YouGov to oversee
our product strategy with a focus on customer-centric
innovation. As CPO, Marc will set our long-term product vision
across the entire product ecosystem, including cross-product
convergence. With over 30 years of experience in the market
research industry, Marc has an exceptional track record as
a transformational leader specialising in data, product, and
scaling growth across dynamic B2C and B2B environments.
Marc joins us at an exciting time for the industry as advances
in zero party data and AI see clients demanding more from
their research. Combining Marc’s expertise with YouGov’s
renowned data products and our unrivalled proprietary data
set, we will continue to be the innovation leader in our industry.
Over the past year, I have witnessed firsthand how YouGov’s
talented team have worked tirelessly to deliver on the
Company's clear purpose and mission. While the year has
been one of the most challenging in YouGov’s history, I remain
excited about our future knowing that we have the right
products, people and strategy in place.
Steve Hatch
Chief Executive Officer
5 November 2024
Artificial Intelligence
How do you envision AI impacting YouGov and the
wider market research industry?
From my perspective, I see AI impacting YouGov across two key
fronts: how we use it deliver higher-quality data and insights to
clients in both improved and new data products, and how we
can harness this technology further to work more efficiently.
While it is important to understand the benefits AI can bring,
we also need to be aware of the limitations that come with
any new technology. Ultimately, all AI models are judged by
the quality of their outputs, which are really defined by the
quality of the inputs. This is where YouGov is perfectly placed
based on the trusted relationship we have with our global
panel who trust us with their most sensitive opinion, attitudinal
and behavioural data. At the moment, there are many peers
and clients experimenting in this space but are not ready for
wide-scale commercial use. We are making sure that YouGov is
staying at the cutting edge of that conversation and how this
technology evolves.
For example, the area of synthetic data and personas has been
gaining traction over the past year. Despite only acquiring
Yabble in August, their team is already working closely with
Marc Ryan (our new Chief Product Officer) to understand
how we can use Yabble’s cutting-edge AI-based tools as an
extension of YouGov’s accurate, continuously updated data
source to augment our flagship subscriptions products, as well
as a build disruptive new products.
Secondly, whether it’s leveraging custom AI agents to reduce
the time it takes to get our surveys into field or replacing
traditionally resource heavy third-party services like translation
with leading AI tools, AI will enable our teams to move faster
and service clients better.
True to the company's heritage, YouGov is a innovation-
led research company. From founding the online research
methodologies, to first adopting machine learning techniques
such as MRP, we're fully embracing the opportunities AI
present with a smart approach that is wise to the limitations
but excited by the potential.
Data Governance
In a world moving towards increased online privacy,
how does YouGov ensure there is a fair deal for those
willing to share their data with you?
YouGov sits at the intersection of two of the biggest trends that
we're seeing in society with regards to data governance: firstly,
people want far greater control over their data and privacy and
the ability to have control the use of that data, rather than the
terms being dictated to them by companies. Alongside that is
the general understanding that there is value in their data and
that value should be recognised by organisations. YouGov is
perfectly placed between these two trends, where the value
exchange with our panel members is crystal clear, not just in the
ability for them to share their opinions, but also in making sure
that they are rewarded its usage.
We make sure to do the basics well, which goes a long way in
gaining the trust of our panel members. We ensure members
receive their rewards on time, send them surveys that are
relevant and enjoyable, and allow them to see how their
opinions are shaping the global news. It is this combination
of years of hard work by our teams that we've been able to
maintain our Trustpilot rating of 4.5 from over 50,000 reviews.
By building this trust and transparency we have cultivated a
community that is proud to be a part of the YouGov panel and
see their opinions shared through the strength of our about
public brand.
Social Mission
How do you see YouGov’s role in society, especially in
such an important year for democracy and elections?
One of the many reasons that I joined the company, and the
same is true for many of us at YouGov, is in service to our
stated purpose of giving the world a voice. Through our global
community of panel members, we are uniquely positioned
to help shape companies, governments and institutions’
decisions through an accurate and real-time understanding of
the world’s opinions and behaviours.
While this voice is most associated with the world of politics,
we find that people are interested in participating across a
whole host of other topics and issues. We begin every global
townhall with a video of our panel members who speak highly
of how they appreciate having their voice heard on not only
various social topics, but also about brands, their services,
and the all the products they use and spend their hard-earned
money on.
Elections are a fantastic opportunity to put our methodology
to the test. While many claim to have a high-quality panel,
we stand out from the competition through our track record
of accuracy in political polling – particularly in the last seven
national elections, including the 2024 UK General Election,
where we called 92% of seats accurately, leveraging the
machine-learning powered MRP model. While only a small
percentage of our revenue comes from political research, the
data is drawn from the same proprietary panel that we use for
our commercial work. So, elections are a good way for us to
test ourselves and demonstrate our accuracy and data quality
– not only in politics but also to our clients.
YouGov plc Annual Report & Accounts 2024
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STRATEGIC REPORT
Chief Executive Officer's Statement
continued
23%
Reporting and other
38%
Market research
39%
Research software
42%
US
5%
UK
5%
China
5%
France
11%
Australia
32%
RoW
7% YOY growth
5% YOY growth
12% YOY growth
YouGov operates in the global insights industry,
which is valued at $142 billion, and includes the
market research, research software and reporting
segments. The industry seeks to help organisations
discover, classify and analyse data and insights on
their customers and target markets, with an aim to
streamline their services and make more-informed
business and political decisions.
More specifically, YouGov is largely a constituent of the more mature Market
Research segment of the industry. This segment is seen to be the most
representative of the industry and typically records growth in line with the overall
economy. As a pioneer of online market research, YouGov has been a challenger to
the more established research peers that have historically relied on more traditional
research methods.
The highly fragmented nature of the market has led to clients engaging several
research suppliers for their global research needs. Consequently, this has resulted
in disconnected datasets being utilised by end users. Unlike the other players in
the industry, maintaining our own proprietary global panel and having a full suite of
research solutions – from syndicated brand tracking and audience profiling tools to
complex, customised trackers – allow us to offer a unified offering for our clients.
Against a difficult macro backdrop, the segment saw a slowdown in 2023 with
absolute growth of 5% and inflation-adjusted net decline of 0.3%, with two of the top
three players reporting negative growth. With a sectoral market share of only 0.7%
and top 20 ranking, YouGov is uniquely positioned to continue to gain market share
over the long term.
Market Trend Impact on Market
Opportunity for YouGov
Artificial
Intelligence
The rise of generative AI over the last few years
is revolutionising the way businesses think about
efficiencies, automation and product roadmaps.
Early use cases of AI in market research have
largely been focussed on process-driven tasks to
help reduce time and costs, as well as to analyse
qualitative research at scale. The use of AI in
qualitative research is enabling researchers to derive
meaningful insights from data that was previously
underutilised due to its unstructured nature.
While AI presents immense opportunities for the
market research industry, widespread use will need
to be carefully considered and tested to ensure
accuracy of AI-driven insights. Understanding the
methodology and approach used by AI tools and
validating the inputs is vital to ensuring the data is
not misinterpreted and is free from bias. Therefore,
demand for skilled data scientists that can supervise
the use of AI will increase over the coming years.
The best AI solutions require high-quality, multi-
level and continuously updated data to provide
meaningful insights. Our proprietary dataset is
uniquely positioned to take advantage of these new
AI-powered tools.
While YouGov has been utilising machine-learning
techniques in its political polling for years, the
company has taken a more measured approach
to incorporating AI into the business and product
roadmap to ensure resources are allocated to areas
with greatest potential for return.
During FY24, YouGov made the following progress
on AI-based opportunities:
•
Established an AI Platform team to assess
opportunities for new technological innovation
and ways to improve workflow automation.
•
Launched our first client-facing AI product,
YouGov AI Qual Explorer, enabling clients to run
qualitative research quickly and cost-effectively
using natural language processing.
•
Announced the acquisition of Yabble, a pioneer
in the field of synthetic research data.
Data
Governance
Data governance plays a crucial role in market
research by ensuring the integrity, accuracy, and
security of data throughout the research process. This
growing emphasis on ethical data collection practices
safeguards consumer data and ensures it is gathered
and used responsibly.
By implementing effective data governance,
organisations can enhance the quality and reliability
of their market research, leading to better insights
and more strategic decision-making.
The introduction of regulations such as EU GDPR and
CCPA transformed the way businesses approached
data governance. Now, the rising use of AI in
market research will increase the scrutiny on data
governance and raise debates on the need for stricter
legislative frameworks to guarantee ethical practices.
As a global data company and provider of research
insights across 63 markets, fairness, transparency,
and accountability are key parts of our data privacy
and security framework.
We assess risk and continuously improve system
and processes to maintain the confidentiality,
integrity, and availability of information. YouGov
holds itself to the highest standards with regards to
data governance and this has gone a long way in
building trust with our registered panel members
and clients.
As we increase our use of AI within the business, we
intend to continue to uphold these high standards
and participate in industry conversations on the
consequences and governance of AI-powered
solutions.
Panel
Quality
Panel quality and respondent fraud has been one
of the most widely discussed topics in the market
research industry over the past two years and
continues to draw attention.
Poor panellist experience, rise of surveys farms
and bots, and price competition among research
suppliers have fuelled increasing levels of respondent
fraud. According to Kantar, researchers in Q4 2022
discarded up to 38% of the data they collected due to
quality concerns and panel fraud2.
These quality issues have dampened clients’ trust in
lower cost, fast-turnaround survey samples leading
to reduced demand and greater scrutiny on the
provenance of data for strategic research projects.
YouGov’s focus on quality over quantity has guided
our panel acquisition, maintenance and member
experience principles since inception.
While the industry grapples with ways to improve
response quality, YouGov continues to lead the way
in detecting and removing suspect behaviour from
its dataset.
For more details, see the case study on panel quality
on pages 14 and 15.
Global Market Research Industry Segments
1
According to the ESOMAR Global Market Research Report published in September 2024.
2 Defined as growth in business excluding impact of current and prior period acquisitions, and movement in exchange rates.
Size of Market Research
segment1
$54bn
YoY growth of Market Research
segment1
+5%
YouGov’s underlying2 revenue
growth of
+3%
in FY24
YouGov plc Annual Report & Accounts 2024
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13
STRATEGIC REPORT
Our Markets
Marketplace in action
YouGov, as mentioned, is one exception.
Across all plausible criteria for evaluation,
it stands apart. Over the years, it
has released a collection of detailed
methodology statements revealing a
sophisticated sample selection process
and the use of its own proprietary panel.
Its data has been analyzed by third
parties, used by academics, and found
to outperform other nonprobability data.
It has also amassed a decade-long record
of solid results in election polling."
'The Problem With a Crowd of New Online Polls', New York Times
27 September 2024
Case study
The purpose of brand tracking is to measure changes in consumers’ attitudes
toward brands and understand the causes of these changes. Data quality issues
are a constant concern in tracking studies. Variations in sample composition
can compromise over-time comparisons of brand metrics. Increasing activity
by survey farms and bots further threaten data integrity and declining
respondent engagement can add large amounts of noise to tracking data.
Data quality problems in market research panels have been widely reported
across the global research industry over the last two years. In the past, YouGov
had mostly been insulated from these problems as we rely more on long-term
respondent engagement instead of short-term incentives. Nonetheless, we
have not been completely immune to the problems plaguing the industry.
Despite using standard attention checks to detect respondent inattentiveness,
we noticed increasing variability in brand awareness, both in the aggregate and
at the individual brand level.
We developed a new approach called Awareness Cross Entropy (ACE) that uses
machine learning to directly detect response anomalies. In contrast, traditional
approaches to response quality are indirect and not based upon the answers to
the tracking metrics themselves. This is an important distinction because many
respondents find tracking metrics to be tedious to answer and they may be
more vulnerable to poor response quality than other types of questions.
We used the cross entropy of a particular respondent’s awareness answers and
those given by all other respondents as an indicator of anomalous responses.
Entropy refers to the amount of disorder or uncertainty in a probability
distribution. Cross-entropy compares the distance or discrepancy between
two probability distributions. We began comparing the discrepancy between
one respondent’s answers and those given by a random draw from the rest of
the population. A high ACE score indicates that the respondent’s awareness
answers are anomalous and likely unusable.
We validated ACE scores against our existing response quality measures.
People with high ACE scores failed nearly half of our standard quality checks in
the same survey, so it was safe to remove them from the panel. For example,
they failed attention checks at over 8x the rate of other panellists. On the other
hand, respondents with low to medium ACE scores were shown to be providing
valid data and could be kept in the sample.
The new ACE methodology is applied automatically when brand metrics are
collected. The adjustments using ACE scores were applied retroactively to the
beginning of 2022 to take into account removal of panellists with high ACE
scores. We observed that this new methodology raises average awareness and
exhibits much better stability, with the largest increases emerging for the best
known brands, as well as notable declines for brands with low awareness.
Challenge
Solution
Result
How YouGov addresses
the issue of suspect
behaviour on its
proprietary panel
YouGov plc Annual Report & Accounts 2024
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STRATEGIC REPORT
14
YouGov plc Annual Report & Accounts 2024
The YouGov
platform is powered
by three user
groups interacting
as a virtuous circle
and providing
mutual benefit to
each other
C
li
e
n
t
M
e
m
b
e
r
P
u
b
li
c
YouGov’s vision is to be the world’s leading provider of
marketing and opinion data.
Our Technology
•
Pioneer of online market research
•
Innovative market-leading technology
and analytics tools
•
Technology platform connecting
panel, research experts and clients
Our Panel
•
Large proprietary panel with long-term
panellist relationships
•
High engagement levels providing
unparalleled depth and breadth of
connected data
Our People
•
Talented, driven professionals
•
Strong culture and reputed
management team
•
Global reach supported by Centre of
Excellence (CenX) model
Our Reputation
•
Respected brand name known for
quality data
•
Strong media presence
•
Ethical approach, fully embracing EU
GDPR and CCPA practices
Our Financial Strength
•
Cash-generative business enabling
continuous reinvestment
•
Market-leading growth with expanding
profit margins over the past decade
ESG Roadmap
Our ESG Roadmap is our long-
term strategy to integrate
ESG principles throughout
our operations. The goals and
initiatives within this roadmap
build upon the solid foundation set
by our prior roadmap, and reflect
our commitment to sustainable
practices and responsible growth.
Social mission framework
Our social mission is to make
people’s opinions heard for the
benefit of our local, national, and
international communities. This
encompasses our public data
offering, our efforts to ensure our
panel is truly representative, and our
socially oriented research to support
clients with their own ESG ambitions.
Data commitment
As a global data company and
provider of research insights, data
privacy and security are core to our
operations. We incorporate the EU
GDPR into our global approach to
data privacy, while complying with
state and regional legal frameworks,
to create a consistent and secure
experience for all our stakeholders.
1
Defined as growth in business
excluding impact of current and
prior period acquisitions, and
movement in exchange rates.
Panels members
Rewards for
participation in
surveys, and having
their opinions shape
agendas and policies
£17m+
in panel redemptions
(FY23: £18m+)
Employees
Competitive
remuneration,
attractive culture
and development
opportunities
Mean overall satisfaction
score of
70%
in the annual employee
engagement survey
(FY23: 77%)
Community
Public Data as
a resource for
organisations to
understand public
opinion
11 m
clicks from Google to our
public data websites
(FY23: 8.5m)
Clients
Research data and
insights that fulfil
their business needs
3%
underlying1 revenue
growth
(FY23: 9%)
Suppliers and partners
Mutually beneficial
relationships built on
shared values
21 days
taken on average to pay
third-party suppliers
(FY23: 18 days)
Shareholders
Return on investment
through share price
growth and dividends
30%
dividend payout ratio
(FY23: 21%)
Media
Topical data and
research to support
editorial teams
2nd most
quoted
market research source
globally
Environment
Proactive mitigation
of environmental
impact
Carbon emissions per FTE
3.99 tCO2e
including Scope 1, 2 & 3
(FY23: 4.03 tCO2e)
Benefits to the public
Public
Ever-expanding
encyclopedia
of opinion, with
over 30,000
rated entities
to be explored,
freely available to
everyone
•
Make their
opinions heard
•
Have a data source
they can trust
•
Receive benefit from
their data held by
businesses
Member
Empowering
members
to express
themselves, share
their data and earn
rewards
•
Superior member
experience
•
Increased
transparency and trust
•
Ability to monetise
their data for rewards
Client
Empowering
clients to use our
data and targeted
panel to fulfil their
research needs,
either through
self-service or with
varying degrees of
expert support
•
Make strategic and
workflow decisions
based on high-quality
connected data
•
Better serve
customers by wholly
understanding them
•
Improved return on
marketing investment
Our capacities
Our operational model
Our operating model
Underpinned by our commitment to ESG
Our stakeholders and the value
we create for them
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
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STRATEGIC REPORT
Our Business Model
Data Products
Thanks to robust tools and support provided by specialists, YouGov
finally allows us to appreciate our brand investments. The combination
of BrandIndex and ad-hoc surveys helps us understand the impact of
our campaigns in real time as well as measure their long-term effects.
Today, it is an essential tool for the development of the Cheerz brand and
the achievement of our objective: to be a love brand on the online photo
printing market.”
Damien Monier
Head of Growth at Cheerz
Cheerz
How Cheerz achieved a 12pt increase in brand
awareness with YouGov
Case study
Cheerz, a leading French company in the photo printing industry, operates in a highly
competitive market. To maintain its edge, Cheerz needed to monitor key performance
indicators (KPIs) to track its market positioning against competitors and evaluate the real-
time impact of its communications and product offers.
Additionally, Cheerz needed to identify its strengths and weaknesses from a brand image
perspective compared to competitors to assess how its marketing and media actions
influence customer and prospect opinions of the brand.
Using YouGov’s flagship brand tracking tool, YouGov BrandIndex, Cheers could access
real-time data on 16 key marketing funnel indicators. This enabled Cheerz to monitor
its brand health in its home market against competitors and evaluate the impact of its
marketing and media activations by day, week, and region when necessary. The tool also
allows Cheerz to monitor performance among specific target audiences. Cheerz benefits
from daily data not only for its own brand, but also for the entire online services sector, with
more than 27,000 brands tracked daily within the platform.
In addition to daily tracking, YouGov provides Cheerz with customized brand image data
with ad hoc surveys conducted via YouGov Surveys. These custom studies offer precise
insights tailored to Cheerz’s needs. For example, Cheerz could monitor and achieve specific
KPIs, such as a strong Brand Love score. Furthermore, Cheerz aimed to understand how
well its audience associates the brand with its slogan. YouGov Surveys made this possible,
allowing Cheerz to measure and track the association and its evolution over time.
The combination of daily brand tracking and ad hoc surveys means Cheerz can monitor
brand awareness and optimize marketing and media performance effectively.
Cheerz identified its strengths and weaknesses relative to competitors and highlighted key
market trends throughout the year. The tracker allows Cheerz to monitor the daily impact
of its advertising campaigns, identifying optimal periods, communication channels, and
messages for its target audiences and fine-tuning its marketing activities accordingly.
This continuous adjustment of brand strategy has led to significant improvements in
consideration and awareness for the brand. Since partnering with YouGov in 2020, Cheerz
has seen a 12-point increase in awareness among its core audience.
By leveraging YouGov’s connected solutions, Cheerz gains crucial insights to attract more
customers and effectively plan future marketing strategies.
Challenge
Solution
Result
YouGov’s Data Products division comprises our
syndicated data products, which are available
to clients on a subscription basis.
1
Unlimited access to syndicated
data delivered through purpose-
built dashboards
2
Annual and multi-year contracts
negotiated with pricing based on
the size of the organisation and
number of geographies covered
3
Training and ongoing customer
support available through global
client service teams
4
Mainly consists of our flagship
products, YouGov BrandIndex
and YouGov Profiles
Key Products
YouGov BrandIndex and YouGov Profiles are available separately or as a bundled
proposition.
YouGov BrandIndex allows users to continuously monitor 16 fundamental
metrics such as brand and advertising awareness, word of mouth, brand health,
consideration, purchase intent, and customer satisfaction. Brands, media owners
and marketing & communication agencies utilise it to measure brand health,
monitor growth, track advertising campaigns and inform strategy. The data is
updated daily (or bi-weekly or weekly in some developing markets) and includes
over 15 years of historical data.
Available in
55
countries
Over
26,000
brands tracked
across 40+ industries
Approximately
8 million
online interviews
each year
YouGov Profiles offers the largest, most detailed and real-time portrait of
consumer segments. It connects cross-sectional data from members on
demographics and lifestyle, brand usage and perceptions, social media
engagement, media consumption, online and mobile behaviour all in one place,
combining that with attitudes and opinions to build consumer portraits with
unrivalled granularity.
Available in
48
countries
2.6 million
panel members
available
2.5 million+
data variables
globally
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STRATEGIC REPORT
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YouGov plc Annual Report & Accounts 2024
Our Divisions
CPS
Company
Understanding consumer behaviour in the
plant-based market
YouGov’s CPS division provides household consumer
purchasing data across 18 European countries.
1
Completed the acquisition of the
Consumer Panel Services of GfK
GmbH ("CPS") on 9 January 2024
2
Key consumer insights
commercialised in software-
based subscription products and
advanced analytics solutions,
both supported by expert
consultants
3
Long-term and embedded multi-
year relationships with blue chip
FMCG clients and retailers
4
Syndicated reports tailored
to client needs and delivered
on monthly, quarterly or
semi-annual basis
60+
year history
2.5m
SKUs covered
127k
household
panellists
~1,100
clients
3 year
average contract length
Key Products
CPS’ Consumer Tracking solutions provide regular tracking of purchasing trends
for FMCG categories, consumer segments, brands, stock-keeping units (SKUs)
and retail channels. The products deliver shopper KPIs on penetration, frequency,
spend per buyer, consumer loyalty, value and volume of purchase. Additionally,
category management solutions analyse purchasing data to identify potential
trends and opportunities for retailers and manufacturer to maximise share of
consumer wallet.
CPS’ Advanced Analytics suite provides standardised and bespoke solutions
based on consumer panel data to help clients understand consumer motivations,
opinions and behaviours.
CPS Acquisition Rationale
•
Extends YouGov's offering into the FMCG sector: CPS brings longstanding
relationships with a blue-chip client base in the FMCG sector in which YouGov
has, to date, been underpenetrated.
•
Adds highly-engaged panellists in Europe: CPS has over 100,000 highly-
engaged panellists and rich data assets on consumer household purchases.
•
Enhances YouGov's customer value proposition: Opportunity to provide a
holistic 360-degree view of the consumer by connecting data from the CPS
with YouGov's profiling, media consumption and brand data.
•
Resilient through-cycle financial profile: CPS contributes a resilient financial
profile to the Group with high proportion of revenue from recurring
subscription business and high operating profit margin.
•
Strong cultural alignment: CPS' rigorous approach to data, highly-engaged
panels, and deployment of technology to deliver rich data and insights strongly
aligns with YouGov’s culture of delivering high-quality, innovative data solutions.
CPS Integration
Following the completion of the CPS acquisition in January 2024, we have put in
place an extensive integration programme, which remains on track, and designed a
target operating model for the combined business in conjunction with AlixPartners.
The first months post completion were focused on discovery and design, with time
taken to get to know each other's businesses, and then collaboratively designing
our future, combined state. This included interviewing key stakeholders at both
organisations, understanding processes and policies, outlining systems workflow
and assessing culture, all with a view to developing a smooth and detailed
implementation plan.
As part of the acquisition, YouGov entered into a Transition Service Agreement
(TSA) with GfK GmbH (GfK) which was designed to ensure continuity for the
CPS division and minimise any disruption to clients, employees, suppliers and
panel members. Following the design and discovery phase, we created a TSA
exit plan mapping out the timelines for moving CPS from GfK’s central functions
over to YouGov so that our combined business can support itself. We anticipate
concluding the TSA exit plan by the end of FY25 and will begin to implement a
joint commercial proposition going forward.
Case study
The decline in meat consumption, coupled with the rise of flexitarian diets and plant-based
nutrition, is reshaping the food industry. Both Consumer Panel Services GfK (CPS) and
YouGov clients in the Fast Moving Consumer Goods (FMCG) and Retail sectors are seeking
to understand these shifting trends and the impact on consumer behaviour so they can
make future-proof decisions.
While plant-based products have faced increased scrutiny, younger generations are
showing renewed interest in vegan alternatives to sausage and meat products. Veganuary
2024, which saw over 160 participants attend a joint YouGov and CPS webinar, highlighted
that despite recent growth fluctuations, there remains an engaged group of young, affluent
consumers willing to spend on food. Veganuary continues to create awareness, driving
broader reach for plant-based alternatives and bringing new buyers into the category.
With so much fluctuation, it’s important to understand these changes. YouGov and CPS’s
joint study was created to help answer key questions for clients.
YouGov and CPS produced an innovative multi-client study, combining YouGov’s consumer
attitude data with CPS’s shopper behaviour insights. This comprehensive approach
analysed both consumer opinions and actions to provide a holistic understanding of the
plant-based market.
Focusing on the German market, a representative panel of 2000+ Germans aged 18 and
older was surveyed on their dietary behaviour, purchase drivers, consumption & attitudes
towards proteins, and barriers for buying animal and plant-based products across eight
categories.
The study explored:
•
The development of both animal-based and plant-based markets, broken down by
specific categories
•
Generational differences in dietary preferences between animal- and plant-based
consumption
•
Opportunities, risks, and future potential for animal- and plant-based diets
•
Consumer demand for expanding and improving the plant-based product range
By integrating YouGov’s expertise in leveraging our complementary strengths, YouGov and
CPS delivered powerful FMCG and Retail insights, empowering brands to drive strategic
growth. YouGov is a market leader in capturing consumer opinions, motivations, and
media habits, backed by more than 29 million panel members and a legacy of tech-driven
innovation. CPS brings over 60 years of expertise in understanding shopper behaviour,
offering detailed insights into purchasing patterns and trends.
The integrated approach of this study delivers deep insights into evolving buying behaviour
within the animal and plant-based markets, enabling our clients to understand the
complete plant-based shopper journey from what products they buy and where, to the
underlying reasons why, and motivations behind their purchasing decisions.
As of August 2024, six of our clients have commissioned an in-depth analysis of the
plant-based segment, and interest continues to grow. The report's insights have helped
clients better understand the current market landscape for products of animal origin, the
consumer segments most concerned with animal welfare and environmental sustainability.
and the key factors – such as taste – that drive the comparison between plant-based
alternatives and traditional products.
Challenge
Solution
Result
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STRATEGIC REPORT
21
YouGov plc Annual Report & Accounts 2024
Our Divisions
continued
Research
Fortune 10 company
How a Fortune 10 company tracked AI consumer
preferences with YouGov
Case study
The generative AI landscape has seen exponential growth recently and shows no signs
of slowing down. A Fortune 10 company asked YouGov to provide foundational insights
into generative AI (GenAI) users in the US and to monitor the rapidly evolving competitive
landscape.
YouGov partnered with the client to address their two-pronged research agenda: 1) track
the demographic evolution of GenAI users and 2) identify the characteristics of GenAI
output that are most desired and useful to consumers.
To understand the composition of early generative AI users, YouGov used a census clicks
methodology to provide demographic benchmarks for this consumer group. These
benchmarks, updated twice a year, offer a dynamic view of the consumer group as GenAI
tools gain broader adoption.
YouGov worked with the client to design a survey experience that mirrored real AI chatbot
output from each major competitive platform to mimic how users would see responses
generated by each GenAI tool; including hyperlinks, emojis, images, and identical
formatting to the platforms’ actual output. This approach allowed precise evaluation of
chatbot output characteristics over time, reflecting the evolution of AI platforms.
The surveys were timed to launch within 48-hours of new releases on the client’s platform,
ensuring timely insights into how this new release performed with key audiences compared
to other AI tools available at the time.
YouGov successfully tracked the evolution of AI users, observing no change in AI user
demographics for six months before needing to update benchmarks. YouGov has run
five waves since July 2023, with each survey revealing insights into AI user preferences,
changing demographics of early adopters and responses from AI platforms themselves.
Challenge
Solution
Result
Our Research division combines our legacy
Data Services and Custom Research divisions
into a single reporting unit. It comprises our fast
turnaround research services, self-serve research
solution, as well as tailored research projects and
tracking studies.
1
Survey services available in
63 countries with results in as
little as 24 – 48 hours in most
territories
2
Highly trained researchers
support clients in designing
survey questions in line with
best practice
3
Pricing based on number of
questions and countries, type
of audience and frequency of
research delivery
4
Results are delivered in line
with the client’s precise needs,
ranging from raw data delivered
via YouGov Crunch, our online
data visualisation tool, to tailored
presentation decks
Key Products
YouGov RealTime Omnibus is our fast-turnaround, multi-client omnibus survey
service enabling clients to pose questions to nationally representative or targeted
audiences.
YouGov Surveys is our panel powered, self-service survey building platform,
formerly known as YouGov Direct. It is underpinned by YouGov’s purpose-built
technology and highly engaged online panel, ensuring clients can build surveys
with granular targeting capabilities using the extensive data points from YouGov
Profiles.
Our Custom Research experts provide full end-to-end service, including sample
framing, questionnaire design, analysis, presentations and more. The product also
includes teams specialised in particular areas such as corporate reputation & B2B,
education, family & youth and qualitative research. The division is increasingly
focusing on multi-wave, multi-country custom tracking projects that are
contracted for the long term.
YouGov plc Annual Report & Accounts 2024
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STRATEGIC REPORT
23
YouGov plc Annual Report & Accounts 2024
Our Divisions
continued
Our
Strategy
Our Growth Plan
Description
Progress
Future plans
Enterprise
Sales
Expand our
share of wallet
with existing
clients through
our account
management
and research
teams
•
Appointed a new Chief Commercial
Officer to lead our new regionally-
aligned commercial structure and help
deepen relationships with our blue-
chip client base
•
Completed the acquisition of CPS to
increase our footprint in Europe and
expand our presence in the FMCG and
Retail sector
•
Delivered strong growth in our two
largest industry verticals, technology
and media agencies, as our largest
clients continue to increase their
spend with YouGov
•
Increase the size and scope of
relationships with our top 50 clients
through a more focussed account
management approach and better
alignment of incentives
•
Capitalise on the revenue potential
through collaboration with CPS
teams to jointly develop commercial
propositions for large FMCG and
Retail clients
•
Expand presence in under-penetrated
sectors such as travel, leisure
and automotive through greater
specialisation within our sales and
research teams
Digital
Sales
Address simpler
client needs with
a digital path
to purchase
through our
new self-service
research
platform
•
Double-digit growth in revenue from
our self-service research tool in FY24,
with approximately 300 new clients
added to the roster
•
Enhanced scalability, improved
research quality and introduced new
features through further integration
with our core surveying systems
•
Further enhance the self-serve
platform's functionality and
capabilities to drive greater usage
with new and existing clients
•
Expand the self-serve research
platform into new geographies
beyond the US and UK
Greenfield
Opportunities
Increase market
penetration
through new
client wins and
new, innovative
products built
on our existing
research engine
•
Launched our first AI product to
meet growing demand in qualitative
research
•
Developed our first category view
solution for the US that delivers
YouGov BrandIndex alongside
category survey data to drive uptake
amongst brand clients
•
Scaled YouGov Safe into new markets
and expanded the sources of data
being collected
•
Completed the acquisition of Yabble,
a pioneer in the use of generative AI
to deliver audience insights for the
market research industry
•
Appointed a new Chief Product Officer
to lead our data product strategy and
cross-product convergence
•
Expand the number of sectors
covered by YouGov CategoryView
and launch the product in new
geographies over time
•
Develop an integration plan to
combine CPS’ consumer purchasing
data with YouGov’s attitudinal, opinion
and media consumption data to
create a differentiated proposition
•
Integrate Yabble's revolutionary
technology with our Data Products
to accelerate the development of AI-
enabled features
•
Enhance the UI/UX of our core Data
Products to increase data discovery
capabilities and empower our clients
to drive additional value from existing
datasets and improve
Significant potential to grow existing business remain untapped
Existing clients
New clients
Grow the number of
subscriptions
Increase penetration
with brands,
particularly in the US
Target longer term,
strategic tracking
projects
Grow the number of
new subscribers
Grow in under
penetrated sectors and
industries adjacent to
established sectors
Shift fast turnaround
research onto
self-serve platform
A dual-pronged go-to-market strategy, coupled with our
constant drive to innovate, will ensure we capitalise on the
opportunities in our market.
Enterprise Sales
Delivering high-value, strategic
insights to large national and
multinational organisations
remains our greatest growth
opportunity. Our researchers
are experts in the use of
the YouGov Platform and
are able to use its power to
deliver customised, multi-
year, multi-country research
projects and more complex
ad-hoc research depending on
client needs.
Digital Sales
For more simpler client needs,
we have enabled a digital path to
purchase through our self-service
research platform. Built for ease of
use, clients can run quick turnaround
surveys themselves or with the
help of low-touch support from our
CenX-based researchers. With a sales
funnel that will be, primarily, driven by
marketing, the YouGov Platform has
the ability to expand the use of market
research into non-traditional users.
Greenfield Opportunities
Our digital business model and
syndicated research tools enable us to
open dialogues with new clients and
demonstrate the value of our unique
dataset. Furthermore, it allows us to
address emerging client needs and
develop new, innovative products on
top of the existing research engine.
Combining behavioural data sources,
such as streaming history, purchasing
behaviour and banking data, with our
existing attitudinal and opinion data
and media consumption can unlock
new revenue streams in the future.
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STRATEGIC REPORT
Our Strategy
As we aim to deliver upon our
Converged Havas ambition and power
the convergence of creativity, data,
technology, media and production across
our global network, YouGov will be a key
data partner for the future. Our expanded
partnership will greatly enhance what we
can offer our clients and bring in insights
from key markets across Europe, LATAM,
MENA and APAC. YouGov has a global
reach and connected data capabilities
which has enabled us to integrate their
data at a respondent level into our data
and tech platform, Converged, in markets
around the world.”
Dan Hagen
Global Chief Data & Technology Officer, Havas Media Network London
How Havas Village
built a connected
insights and
audience platform
with YouGov
Case study
Building a globally consistent connected insights platform
Havas, a leading advertising and communications agency, needs to stay ahead
in a highly competitive landscape by leveraging data effectively. Its goal was to
differentiate its offerings by building a globally consistent insights platform that
compiles consumer and brand metrics, segmentation, and media consumption
data. This platform would enable deep audience understanding, precise
campaign activation and live tracking, setting Havas apart as an expert partner.
Havas planned to launch the platform in 18 initial markets.
Connecting YouGov’s audience intelligence, brand tracking, respondent level
data and research surveys.
YouGov provided Havas with a comprehensive solution, leveraging its flagship
tools across 18 markets: YouGov Profiles for audience intelligence, YouGov
BrandIndex for brand tracking, Respondent Level Data and research surveys.
To address the agency’s broad sector coverage, YouGov expanded its data
scope, adding new audience variables, including attitudes and media-related
behaviours, and additional sectors and brands globally.
A key component was the proprietary CMBC study (Connect, Meaningful
Brands, Content), which identifies relevant touch points and assesses brand
content and meaningfulness. Produced in collaboration with YouGov’s research
experts, CMBC has delivered approximately 700,000 interviews across four
waves, fueling Havas’ connected insights platform – Converged OS.
CMBC now serves as a core data source within the platform, offering insights
and analysis to inform both creative and media solutions. This allows Havas
to better understand consumers' perceptions of brand performance, media
touchpoints, content and experiences for its end clients.
Using YouGov’s data, Havas launched a proprietary platform for audience
understanding, activation and live tracking.
The ongoing success of the partnership and the platform’s capabilities led to its
expansion to 26 markets, including all Havas Village divisions, by January 2024.
YouGov continues to work closely with the agency, designing and rolling out
new global surveys to meet the evolving needs of its clients, including a new
global health questionnaire.
The integration of YouGov data has significantly enhanced Havas’ ability to
demonstrate the power of its tech stack, winning key clients and driving better
campaign performance. The data has been instrumental in building audiences
and activating media campaigns, leading to improved performance metrics
for several Havas clients. User adoption within Havas has grown substantially,
from 40 weekly users in 2021 to nearly 600 in 2024, underscoring the platform’s
value. As a key partner for YouGov, Havas Village is also collaboratively
consulted in our ongoing product development, ensuring that our solutions
continue to meet the team’s needs.
Challenge
Solution
Result
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27
STRATEGIC REPORT
YouGov plc Annual Report & Accounts 2024
26
Strategy in Action
FY23 FY24
FY20
FY21
FY22
£152.4m
£169.0m
£221.1m
£258.3m
£335.3m
15
15
17
19
15
Adjusted operating profit (£m)
Adjusted operating profit margin (%)
FY23 FY24
FY20
FY21
FY22
£22.3m
£25.8m
£37.4m
£49.1m
£49.6m
FY23 FY24
FY20
FY21
FY22
18.1p
21.1p
23.7p
41.1p
29.4p
Jul-23 Jul-24
Jul-20 Jul-21 Jul-22
69%
62%
63%
58%
62%
Number of clients
Average revenue per client (£'000s)
47
48
52
55
56
FY23 FY24
FY20
FY21
FY22
3,215
3,525
4,033
4,352
4,668
Financial KPIs
Revenue
(£m)
Adjusted operating profit1 (£m)
Adjusted operating profit
margin (%)
Adjusted earnings per share1
(pence)
12-month panel retention
(%)
Number of clients
Average revenue per client (£'000s)
£335.3m
£49.6m
29.4p
62%
4,668
(2023: £258.3m)
(2023: £49.1m)
(2023: 41.1p)
(2023: 58%)
(2023: 4,352)
Definition
Revenue is recognised in accordance
with IFRS 15, to depict the transfer
of promised goods or services to
customers in an amount that reflects
the consideration to which the entity
expects to be entitled in exchange for
those goods or services
Definition
Operating profit excluding separately
reported items, such as acquisition-
related costs. Adjusted operating profit
margin1 is expressed as a percentage of
revenue
Definition
Adjusted profit after tax attributable to
owners of the parent1 divided by the
weighted average number of shares
Definition
Proportion of panellists who were active
12 months prior to the month cited who
are still active in the month cited
Definition
Number of clients that provided revenue.
Average revenue per client is revenue
for the period divided by the number
of clients
Performance
Quantifies the revenue generated from
our operations to ensure we are growing
our business
Performance
Monitors our operating cost levels
to ensure we are benefitting
from operational leverage as our
business grows
Performance
Measures our ability to generate
shareholder returns from our operations
Performance
Measures the health of the panel by
quantifying how well we are retaining
engaged users
Performance
Monitors the ability of our sales team to
bring in new clients while continuing to
up-sell and cross-sell to existing clients
Target
£650 million in the medium-term
Target
25% adjusted operating margin1 in the
medium-term
Target
Achieve adjusted EPS1 growth in the
medium-term
Target
Maintain high panel retention to allow
us to re-contact panellists and augment
our connected dataset over a long
period of time
Target
Ensure we are growing our client base and
increasing revenue generated per client
1
Defined in the explanation of non-IFRS measures on page 35.
Non-Financial KPIs
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28
29
STRATEGIC REPORT
Key Performance Indicators
While the Group delivered lower
than expected growth in the
12 months to 31 July 2024, the
first year of its third strategic
growth plan, it continued
to show positive organic
growth rates.
The business has undergone a period of transition and change
over the past year which in part has led to a near-term slowdown
in its growth trajectory. However, we expect that the remedial
actions taken towards the end of the financial year will put us
back on track to delivering strong growth over the medium term
and beyond.
Group revenue was up 30% in reported terms to £335.3m during
the period, largely due to the contribution from the acquired CPS
business. On an underlying1 basis (excluding foreign exchange
movements and contribution from acquisitions) revenue was
up 3% (FY23: 9%). Performance across the regions was varied
as weakness in EMEA (excluding CPS) due to internal leadership
challenges was offset by strong performance in the US, which
recorded growth of 8% on an underlying1 basis.
Gross margin increased slightly to 81% (FY23: 80%), as higher
spend on external panel for niche audiences was offset by the
inclusion of the CPS business.
Group operating costs (excluding separately reported items) of
£221.5m (FY23: £158.2m) increased by 40% in reported terms.
Adjusted operating profit1 was slightly ahead of the prior financial
year at £49.6m (FY23: £49.1m), including the contribution from the
CPS acquisition, representing an adjusted operating margin of 15%
(FY23: 19%). Underlying1 operating profit decreased by 37% due to
slower than expected revenue growth and increased investments
in staff costs at the start of the financial year.
Additionally, the Group’s results were impacted by the net
appreciation of UK Sterling, as its average exchange rate was
4% higher against the US Dollar in this period against the prior
period. Movement against the Euro was 1% higher compared to
31 July 2023. The net impact of foreign exchange on the Group’s
adjusted operating profit1 was a decrease of £2.6m compared to
calculation in constant currency terms.
The Group's statutory operating profit decreased to £10.9m
(FY23: £44.4m), after charging separately reported items of
£38.7m (FY23: £4.7m).
FY24 presentational changes and FY23 restatements
During the reporting period, the Company identified errors in
the previously reported FY23 financial statements. These errors
have been corrected in accordance with IAS 8, which requires
retrospective restatement. The errors related to capitalised
software development and panel incentive provisions, as noted
below. There is immaterial income statement impact in 2023.
•
Capitalised software development – it was identified that
there was an error in relation to the misapplication of IAS 38
accounting policy against software additions. Previously the
additions were being amortized in the month the cost was
incurred rather than when the asset was available for use.
The software development asset was understated by £4.4m.
•
Panel Incentive provision – the group historically accounted
for panel incentive provision under IAS 37, however in FY24 it
was challenged whether the arrangement with our panellists
met the criteria of a financial liability per IFRS 9/IAS 32 since
the panellists hold a contractual right to receive cash on
reaching the specified redemption levels. Therefore, certain
of the panel incentive points have been redesignated as
financial liabilities in the opening balance sheet. The net
impact has been to recognise to recognise a financial
liability of £3.3m and derecognise panel provision of £1.7m
on the prior year opening balance sheet, with the difference
being recognised as an adjustment to retained earnings.
The Group has also reviewed and adjusted certain
presentational items, triggered by the transformational
acquisition of CPS during the year. The adjustments have
been made to provide uniformity of accounting policies and
processes and also improve the comparability of performance.
2023 comparatives have been updated to reflect these
presentational changes. Key changes made include:
•
Amortisation costs of acquired customer relationship and
order backlog intangible assets has been removed from
adjusted operating profit and shown in separately reported
items. The change will give a more comparable view of
Group’s performance with other market research and
technology companies and across our business segments.
See Note 4 for further details.
•
Certain expenses have been reclassified from
administrative expenses to cost of sales. These expenses
are consumer panel amortisation charge and staff costs
directly attributable to data collection in Switzerland.
•
Segmentation – see note 1 for details:
•
Product segments have been updated to add CPS as a
new segment and combine Custom Research and Data
Services into one segment called Research.
•
Regional segments have been updated to align with
internal management reporting structure. India which
was previously included within Asia Pacific is now
included in EMEA. CPS is also included in EMEA.
•
Allocation of central costs to product segments
has also been updated to reflect change in internal
structure. Additionally, certain revenues, previously
recognised as Central revenue have been reclassified
to data products and Research.
See Principal Accounting Policies of the Consolidated Financial
Statements for further details.
Performance by division
Following the acquisition of CPS, the segmental breakdown has been updated in FY24 to include CPS as a separate division and
to combine Custom Research and Data Services, previously shown as separate divisions, into a single division called "Research".
Revenue
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Revenue
growth
%
Underlying1
revenue
change %
Data Products
83.8
85.9
(2%)
(1%)
CPS
74.2
–
–
–
Research
177.7
173.1
3%
5%
Intra-Group revenues
(0.4)
(0.7)
(47%)
(59%)
Group
335.3
258.3
30%
3%
Adjusted Operating Profit1
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Adjusted
Operating
Profit growth
%
Adjusted Operating Margin %
Year to
31 July 2024
Year to
31 July 2023
Data Products
27.4
36.8
(26%)
33%
43%
CPS
19.7
–
27%
–
Research
19.8
25.5
(22%)
11%
15%
Central costs
(17.3)
(13.2)
31%
–
–
Group
49.6
49.1
1%
15%
19%
While we saw varied
performance across our
regions and divisions,
we continue to deliver
positive organic growth
and expect to improve
profitability going
forward.”
Alex McIntosh
Chief Finance Officer
1
Defined in the explanation of non-IFRS measures above.
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STRATEGIC REPORT
Chief Finance Officer’s Review
Data Products
Our subscription-based data products suite includes YouGov
BrandIndex and YouGov Profiles as well as newer behavioural
products, such as YouGov Safe.
Revenue from Data Products decreased by 2% in the period
and was largely flat on an underlying1 basis. The division saw
underlying1 growth across all regions, except for low single-
digit decline in the Americas, where new subscription sales
were lower owing to pressure on client budgets. Renewal rates
for our subscription products have remained in line with the
prior year as existing clients continue to maintain spend.
The division saw strong growth from its largest industry
vertical, agencies, and the travel sector, while there was
weakness in the gaming and media owners segment.
As a result of the division’s lower revenue performance, the
adjusted operating profit1 from Data Products decreased
by 26% to £27.4m. Additionally, higher investments in Data
Products as we look to improve the user interface and build
new products and features, resulted in a contraction in the
adjusted operating margin1 to 33% (FY23: 43%).
CPS
Our CPS division provides household purchase data across
18 European countries.
CPS contributed £74.2m of revenue and £19.7m in adjusted
operating profit following the completion of the acquisition
on 9 January 2024. CPS's revenue recognition policies have
been harmonised with YouGov’s and, as a result, most of
the revenue is now being recognised at a point in time as
per the IFRS 15 definition. The division delivered a higher
level of reports in July than anticipated at the time of the
trading update on 6 August 2024, leading to higher revenue
being recognised in FY24. This has also led to a high level of
profit contribution to Group results during the period and is
expected to normalise over a twelve-month period.
Research
Our Research division combines our legacy Data Services
and Custom Research divisions into a single reporting unit.
It comprises our fast turnaround research services, such as
YouGov RealTime Omnibus, as well as customised research
projects and multi-year tracking studies.
Revenue in the Research division increased by 3% in reported
and 5% in underlying1 terms to £177.7m, as the continued
weakness in fast-turnaround Data Services projects was
more than offset by strong growth in ad-hoc and multi-year
Custom Research work. In particular, the Americas saw mid-
teens underlying1 growth, largely driven by the technology
sector. Good performance was recorded in the UK, despite a
slowdown in the media sector, driven by new wins with retail
clients and growth in the academic sector. EMEA recorded a
low single-digit increase on an underlying basis1 primarily due
to weakness in the Swiss business.
The adjusted operating profit1 decreased 22% over the prior
year to £19.8m and the margin contracted from 15% to 11%, due
to higher staff costs and investments in support functions.
Performance by geography
YouGov’s geographic footprint spans the UK, Europe, the Americas, Asia Pacific and the Middle East.
Revenue
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Revenue
growth
%
Underlying1
revenue
change %
UK
69.0
66.8
3%
3%
Americas
124.1
118.3
5%
8%
EMEA
141.2
69.0
N.A.
(1%)
Asia Pacific
19.6
21.4
(8%)
(4%)
Intra-Group revenues
(18.6)
(17.2)
8%
7%
Group
335.3
258.3
30%
3%
Adjusted Operating Profit1
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Adjusted
Operating
Profit growth
%
Adjusted Operating Margin %
Year to
31 July 2024
Year to
31 July 2023
UK
11.8
13.3
(11%)
17%
20%
Americas
28.5
37.7
(24%)
23%
32%
EMEA
20.5
5.7
N.A.
15%
8%
Asia Pacific
2.0
3.0
(33%)
10%
14%
Central items
(13.2)
(10.6)
25%
–
–
Group
49.6
49.1
1%
15%
19%
Panel development by geography
We continued to invest in our panel to ensure we are able to meet our clients’ research needs and to deliver nationally
representative samples in our newer markets. As at 31 July 2024, the total number of registered panellists had increased by 13% to
29 million, compared to 26 million as at 31 July 2023, as set out in the table below.
Region
Panel size at
31 July 2024
millions
Panel size at
31 July 2023
millions
Change
%
UK
3.11
2.88
8%
Americas
10.32
9.28
11%
Mainland Europe (including CPS)
6.78
5.88
15%
MENA and India
3.57
3.07
16%
Asia Pacific
5.31
4.54
17%
Total
29.10
25.65
13%
Group financial performance
Amortisation of intangible assets
In the 12 months to 31 July 2024, amortisation charges
for intangible assets of £31.0m were £10.0m higher than
the previous year, largely due to amortisation of acquired
customer relationship assets and order backlog linked to the
CPS acquisition. Amortisation of our panel assets increased
by £1.6m to £12.1m and amortisation of software decreased
by £0.7m to £8.6m. £6.7m (FY23: £7.9m) of the total software
development charge related to assets created through
the Group’s own internal development activities, £1.4m
(FY23: £1.2m) related to separately acquired assets and £0.5m
(FY23: £0.2m) was for amortisation on assets acquired through
business combinations.
Separately reported items
Acquisition-related costs in the year of £17.3m comprise
professional service costs from banks, lawyers and
accountants in respect of the acquisition of CPS and
KnowledgeHound and £0.7m of contingent consideration
treated as staff costs in respect of the acquisitions of Charlton
Insights Inc., YouGov Finance Limited (formerly Lean App
Limited) and Faster Horses Pty Limited.
Re-organisation and integration costs of £9.1m were incurred
in relation to integration of acquired businesses into the Group
and the provision made for the planned restructuring as part
of implementing the cost optimisation plan.
Amortisation of acquired customer relationship assets and
order backlog, in relation to the acquisition of CPS and LINK
Marketing Services AG, amounted to £9.9m for the period
ended 31 July 2024 (FY23: £0.8m).
Impairment charge of £2.4m booked relating to goodwill
and intangible assets for MENA following annual goodwill
impairment review.
Finance Costs
Group net finance costs increased to £6.9m (FY23: income
of £0.2m). Interest payable on our debt facilities amounted
to £8.7m for the twelve months ended 31 July 2024. Finance
income during the same period was £1.8m, largely due to
interest received on bank deposits.
Profit before tax and earnings per share
Adjusted profit before tax1 of £45.0m was a decrease of 21%
versus the prior year, below the adjusted operating profit
growth, largely due to interest expense in relation to the new
debt facility entered into during this financial year and a lower
share-based payment charge. The adjusted tax rate1 increased
slightly from 21% in FY23 to 24% in the period. Statutory profit
before tax of £4.0m was reported compared to £44.7m in the
year ended 31 July 2023, a decrease of 91%, after accounting
for separately reported costs of £38.7m.
Profit before tax includes a £1.8m loss resulting from of a social
engineering event in H2 2024. In this event, impersonation
technology was leveraged to successfully instruct the
authorisation of a fraudulent payment. There was no breach
of YouGov systems, and no client, supplier, employee or
panel data was compromised. We believe we have taken the
necessary actions, and sufficiently increased control measures
and employee awareness, to prevent future incidents of this
nature.
1
Defined in the explanation of non-IFRS measures above.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
32
33
STRATEGIC REPORT
Chief Finance Officer’s Review
continued
During the period adjusted basic earnings per share1 declined
by 29% from 41.1p to 29.4p, and statutory basic earnings per
share decreased from 31.5p to (2.0)p.
31 July 2024
£m
31 July 2023
£m
Adjusted operating profit1
49.6
49.1
Share-based payments
1.9
7.6
Imputed interest
0.4
0.2
Net finance income /
(expense)
6.9
0.3
Adjusted profit before tax1
45.0
57.2
Adjusted taxation1
(10.7)
(12.1)
Adjusted profit after tax1
34.3
45.1
Adjusted earnings per
share (pence)
29.4p
41.1p
Cash flow and capital expenditure
The Group generated £53.9m (FY23: £69.0m) in cash from
operations (before paying interest and tax) including a
£9.4m inflow (FY23: £4.2m outflow) from net working capital
and £4.7m payment for deferred consideration; the cash
conversion rate (percentage of adjusted EBITDA1 converted
to cash) decreased from 94% to 71% of adjusted EBITDA1.
Taxation payments for the year totalled £9.6m (FY23: £9.3m).
The Group invested £4.2m (FY23: £7.8m) in the continuing
development of our technology platform internally and £1.9m
(FY23: £1.2m) was invested on separately-acquired software
tools. Investment in panel recruitment increased compared to
the prior year at £11.2m (FY23: £7.3m), of which £1.9m was in
relation to the inclusion of CPS. In addition, £2.0m (FY23: £1.1m)
was spent on the purchase of property, plant and equipment,
resulting in a total investment in fixed assets of £19.3m
(FY23: £17.4m).
Total expenditure on intangible assets and property, plant and
equipment is shown below:
31 July 2024
£m
31 July 2023
£m
Software development
6.1
9.0
Panel recruitment2
11.2
7.3
Total expenditure on
intangible assets
17.3
16.3
Purchase of property, plant
and equipment
2.0
1.1
Total capital expenditure
19.3
17.4
2 Panel recruitment excludes non-cash costs for welcome
points awarded to panellists on signing up of £2.2m (FY23:
£1.6m).
In January 2024, the Group completed two acquisitions for
a total consideration of £268.8m (net of cash acquired). The
consideration was funded through a net drawdown of £224.2m
in bank loans and existing cash on the balance sheet, primarily
generated from the £49.8m equity placing completed in July
2023 in relation to the acquisition of CPS.
Net inflow from financing activities is after deducting the
dividend payment of £10.1m (FY23: £7.7m) and the purchase
of treasury shares for £1.9m to satisfy future employee share
option exercises (FY23: £9.8m). As a result, net cash balances
at the year-end decreased by £32.9m to £73.6m.
Balance sheet
As at 31 July 2024, total shareholders’ funds decreased from
£199.1m to £183.1m. Net assets decreased from £198.9m to
£183.2m, with a minority interest of £0.1m accounting for the
difference.
During the period, the Group entered into a €280m debt
facility to fund the acquisition of CPS. This facility comprised
a €40m Revolving Credit Facility ("RCF") and a €240m
amortising term loan with a tenor of four years ("Term loan").
As of 31 July 2024, the full-term loan was drawn and €24m
was drawn on the RCF. Non-current liabilities increased from
£17.0m to £231.8m.
Net current assets decreased from £72.5m to a net current
liability position of £45.7m. Current assets decreased from
£165.4m to £149.0m, mainly due to the lower cash balance
following the payment for the acquisition of CPS. Current
liabilities increased from £92.9m to £194.7m, mainly due to the
addition of CPS and the first scheduled payment on the debt
facility due in October 2024.
The Group's liquidity position remains strong with £73.6m in
cash on the balance sheet and €16m of the RCF available
for drawdown. The Group's net debt as at 31 July 2024 was
£148.2m and, excluding the impact of IFRS 16, the Group's
leverage ratio1 as of 31 July 2024 was 1.7x.
Proposed dividend
The Board is recommending the payment of a final dividend of
9.0p per share for the year ended 31 July 2024. If shareholders
approve the dividend at the AGM (scheduled for 5 December
2024), it will be paid on Monday 9 December 2024 to all
shareholders who were on the Register of Members at close of
business on Friday 29 November 2024.
Alex McIntosh
Chief Finance Officer
5 November 2024
1
Defined in the explanation of non-IFRS measures above.
Financial measure
How we define it
Why we use it
Separately reported
items
The items considered as separately reportable
are acquisition-related costs, re-organisation and
integration costs and the amortisation of acquired
customer list and order backlog intangibles and
impairment of assets. See page 135 for full definition
Provides a more comparable basis to
assess the year-to-year operational
business performance
Adjusted operating
profit
Operating profit excluding separately reported items
Adjusted operating
profit margin
Adjusted operating profit expressed as a percentage
of revenue
Adjusted EBITDA
Adjusted operating profit before depreciation and
amortisation
Adjusted profit
before tax
Profit before tax before share-based payment charges,
social taxes on share-based payments, imputed
interest and separately reported items
Underlying growth
Growth in business excluding impact of current and
prior period acquisitions, and movement in exchange
rates (i.e. current year performance calculated with
exchange rates held constant at prior year rates).
Adjusted taxation
Taxation due on the adjusted profit before tax, thus
excluding the tax effect of 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 before tax less adjusted taxation
Facilitates performance evaluation,
individually and relative to other
companies
Adjusted profit after
tax attributable to
owners of the parent
Adjusted profit after tax less profit attributable to
non-controlling interests
Adjusted basic
earnings per share
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 dilutive share options
Cash conversion
The ratio of cash generated from operations to
adjusted EBITDA
Indicates the extent to which the
business generates cash from adjusted
operating profits
Net debt
Short and long-term borrowings (excluding lease
liabilities and including pension defined benefit net
deficit) less cash and cash equivalents
Provides an insight into the debt
position of the Group, taking into
account current cash resources
Leverage ratio
Net debt calculated as a multiple of the last 12 months
Adjusted EBITDA
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
34
35
STRATEGIC REPORT
Chief Finance Officer’s Review
continued
Explanation of non-IFRS measures
Revenue reconciliation
Year to
31 July 2024
£m
Year to
1 July 2023
£m
Change
%
Revenue
335.3
258.3
30%
FX impact
–
(7.3)
Acquisitions
(75.5)
–
Underlying revenue
259.8
251.0
3%
Operating Profit reconciliation
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Change
%
Statutory Operating Profit
10.9
44.4
(75%)
Separately reported items
38.7
4.7
N.A.
Adjusted Operating Profit
49.6
49.1
1%
FX impact
–
(2.6)
–
Acquisitions
(20.2)
–
Underlying1 operating profit
29.4
46.5
(37%)
Adjusted EBITDA1 reconciliation
Year to
31 July 2024
£m
Year to
31 July 2023
£m
Change
%
Adjusted Operating Profit
49.6
49.1
1%
Depreciation
5.7
4.3
33%
Amortisation2
21.1
20.2
4%
Adjusted EBITDA
76.4
73.6
4%
1
Defined in the explanation of non-IFRS measures on page 35.
2 Excluding amortisation of acquired customer list and order backlog intangibles accounted for in separately reported items.
Under S172(1) of the Companies Act
2006 (“S172”), the Directors of YouGov
plc (the “Company”) are obligated to
act in the way they consider would be
most likely to promote the success of the
Company for the benefit of its members
as a whole (its stakeholders including
shareholders).
In doing so, the Directors must have regard (among other
matters) to:
a. the likely consequences of any decision in the long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business relationships
with suppliers, customers and others;
d. the impact of the Company’s operations on the community
and the environment;
e. the desirability of the Company maintaining a reputation
for high standards of business conduct; and
f.
the need to act fairly as between shareholders of the
Company.
YouGov’s governance framework is conducive to Board-level
decisions being made with stakeholder interests, and the
longer-term impact, in mind.
On the following page are examples of how the Board
of Directors considered matters and reached decisions,
demonstrating how they have had regard for S172 when
discharging their duties this year.
The list below sets out who the Board has identified as its key
stakeholders and information on how the Company engages
with these stakeholders can be found throughout the Annual
Report.
•
Panel members (for more on our panel engagement,
see page 43)
•
Employees (for more on our employee engagement,
see page 43)
•
Community (for more on our community engagement,
see page 43)
•
Environment (for more on our environmental policy,
see page 42)
•
Clients (for more on our client offering, see page 43)
•
Suppliers and partners (For more on our supplier and
partner engagement, see page 17)
•
Shareholders (For more on our engagement with
shareholders, see page 75)
•
Media (For more on our media mentions, see page 17)
•
Directors receive training on their duties to ensure
their awareness of their responsibilities
•
Directors are kept updated on YouGov
developments on a continuous basis outside of
Board meetings with information such as investor
relations reports
•
Information provided in Board papers, which takes
into consideration the views of stakeholders
•
Template Board papers nudge the writers to
consider stakeholder interests
•
Presentations to the Board by internal and external
subject matter experts and advisors
•
The Board is given the opportunity to meet with
key stakeholders, such as employees, clients,
and shareholders during the year. This takes
place during events such as the Board’s strategy
meetings and the AGM
•
Board satisfaction that information provided is of
sufficient quality to aid its decision-making; seeking
assurance if required
•
Board consideration of S172 factors in strategic
discussions, such as the long-term implication
of decisions on the business and the impact on
stakeholder groups
•
Board decisions communicated to internal and
external stakeholders
•
Actions taken to implement the Board’s decisions
Board information
Board strategic discussion
Board decision
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36
37
STRATEGIC REPORT
Reconciliation of non-IFRS measures
S172 Statement
Key
Client
Suppliers and partners
Shareholders
Media
Panel members
Employees
Community
Environment
Stakeholders
S172 considerations
Matter for discussion
How the Board considered S172
Outcomes and actions
Integration of
GfK’s Consumer
Panel Service
(“CPS”)
•
The likely consequences of
any decision in the long term
•
The interests of the
Company’s employees
•
The need to foster the
Company’s business
relationships with suppliers,
customers and others
In advance of completing the acquisition of
CPS, the Board needed to consider how to
successfully integrate CPS into the YouGov
Group, retaining the best of both businesses
while capitalising on opportunities to create a
combined business in line with YouGov’s long-
term strategic growth plan.
Deep Dives on the integration plan were presented to the Board in November 2023
and January 2024. These sessions included a review of the plan for integrating the two
businesses and set up the enlarged YouGov Group to achieve its goal of becoming
the world’s leading provider of marketing and opinion data. During these sessions, the
Board discussed how CPS fitted into the existing YouGov strategy and where there were
synergies and alignments, commercially, operationally and culturally. They also discussed
the practicalities of the integration plan, being cognisant that this was the largest
acquisition YouGov had undertaken to date.
To ensure a robust integration programme, an Integration Management Office (IMO)
was established, led by the Chief Operating Officer. External expertise was leveraged
to establish the programme and develop the Target Operating Model for the combined
business. Updates were, and continue to be, provided by the IMO at every Board
meeting to ensure the Board has sufficient oversight of the integration programme
which is expected to continue through FY25.
YouGov has a long history of investing
in established businesses as well as new
technologies to aid expansion and drive long-term
growth. CPS’s capabilities are strategically aligned
with YouGov, adding highly engaged panels across
Europe, and technology to capture and analyse
consumer purchasing data.
The integration of CPS into YouGov will support
our continued growth by allow us to expand our
combined offering to existing clients in our current
markets, as well as providing the opportunity to
win new clients and roll out into new markets.
Cost Optimisation
and Restructure
Programme
•
The likely consequences of
any decision in the long term
•
The need to act fairly as
between shareholders of the
Company
•
The interests of the
Company’s employees
•
The desirability of the
Company maintaining a
reputation for high standards
of business conduct
Following the half-year results, YouGov saw
lower sales bookings than anticipated and
accordingly, the Group revenue and profit
expectations for the full year were lowered,
as announced in June 2024. The Board
considered how to best ensure delivery of the
strategy in challenging market conditions.
The Board monitored the financial and commercial performance of all divisions. While
some areas of the business continued to perform well, it was noted that the decline in
demand for fast-turnaround research services and lower sales of new Data Products
subscriptions had impacted overall Group performance.
The Board considered a range of factors including the long-term viability of the
Company, its expected cash flow and financing requirements, the ongoing need for
strategic investment in our business, the impact on each of the Company’s stakeholder
groups and corporate reputation.
Following the trading update, the Company accelerated a strategic review of the
established YouGov business and commenced a cost optimisation plan to ensure
efficient capital allocation going forward. As a result of the review, the Company
identified several initiatives including a reduction in support functions, discontinuing
under-performing products, scaling back in certain non-core regions and curtailing third-
party supplier costs.
The Board gave due consideration to the scale of the cost optimisation and restructure
programme needed to support the continued success of the business, while recognising
the impact on employees whose roles would be impacted by the restructuring. A
support and communications plan was developed to keep employees informed of
changes that may impact their roles either directly or indirectly.
The Board agreed to pursue cost optimisation
initiatives with a view to sustaining profitability
levels and ensuring delivery of the long-term
strategic plan.
This year, we will focus on optimising our cost base
and prioritising investment in key growth areas
such as upgrading our Data Products, continuing
to build out our AI capabilities and enhancing our
sales organisation.
Enhanced ESG
disclosures
•
The likely consequences of
any decision in the long term
•
The interests of the
Company’s employees
•
The impact of the Company’s
operations on the community
and the environment
•
The impact of the Company’s
operations on the community
and the environment. The
desirability of the Company
maintaining a reputation for
high standards of business
conduct
The Board tasked management with
considering how best to continue to enhance
our ESG reporting, providing high-quality
disclosures on ESG while ensuring our
reporting was clear and effective.
The ESG team assessed options for expanding
our sustainability disclosures in a stand-alone
report in order to simplify our reporting
while providing high quality disclosures.
It was determined that a stand-alone ESG
Report, published mid-year, would provide
an opportunity to communicate with
stakeholders beyond the Annual Report cycle
and enhance our ESG disclosures. It was
further proposed that going forward, the ESG
disclosures within the Annual Report would
be designed to complement the stand-alone
ESG Report, ensuring alignment with statutory
requirements (such as TCFD reporting) while
avoiding duplication.
The Board considered how the proposed new reporting approach would meet the
expectations of our stakeholders including employees, clients, the communities we
operate in and shareholders.
After discussion, the Board approved the proposed approach, as it furthered YouGov’s
strong commitment to ESG while meeting the needs of our stakeholder audiences.
YouGov has aligned its reporting with the
Sustainability Accounting Standards Board ('SASB')
and has identified six UN Sustainable Development
Goals that are materially relevant to its business.
The areas of Data commitment, Net Zero strategy,
Social mission and Diversity & Inclusion were
agreed to be priority areas for the Company.
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38
39
STRATEGIC REPORT
S172 Statement
continued
Our Values
Be fast
Be fearless
Get it right
Trust each other
Respect
We are always fast
to adapt and fast to
deliver, keeping up
with change.
We innovate, take
savvy risks and stay
true to ourselves, not
following the crowd.
We will do the right
thing as scientists,
technologists
and citizens.
We work together as
a team – challenging,
pushing and
improving each other
to fulfil our ambition.
We respect everyone
and are considerate
of our differences,
always supporting
each other
to succeed.
UN Global Compact & UN Sustainable Development Goals (‘SDGs’)
During the year, we entered into the UN Global Compact and submitted our first Communication of Progress (CoP) Report on
YouGov's performance against the Ten Principles of the Compact and the Sustainable Development Goals (SDGs).
Gender equality
Our company policies enforce our commitment to equal pay for work of equal value, non-discrimination, and
anti-harassment. We transparently report gender ratios and remuneration metrics to ensure transparency of
gender equality in our workplace.
Decent work and economic growth
Our policies and processes support non-discrimination, anti-harassment, fair working hours, and pay, while
also encouraging internal promotions, training, and freedom of association rights. We offer professional
development opportunities and maintain transparency in our grievance resolution processes as appropriate.
Industry, innovation and infrastructure
We have allocated budget for technology innovation and we aim to develop accessible technology in
particular for our panel members. We encourage staff to participate in innovation. We have policies and
quantifiable targets for environmental commitments and track the diversity of ownership among suppliers.
Reduced inequalities
We have implemented non-discrimination and anti-harassment policies; we promote equal opportunities
and ensure fair wages and benefits. We support inclusive hiring practices and provide equal development
opportunities for all employees.
Responsible consumption and production
Our initiatives include implementation of sustainable practices in our operations, promoting resource
efficiency, and reducing waste. We are committed encourage sustainable sourcing, and regularly monitor our
environmental impact.
Climate Action
We annually publish our global carbon footprint and our first Task Force on Climate-Related Financial
Disclosures (TCFD). We have set Net Zero targets and our commitments are enforced in our Group
Environmental Policy, ESG Roadmap, and ESG Report.
The ‘Giving a
Voice’ pillar of our
ESG strategy, in
our social mission
framework,
supports our
Company
purpose,
including our
efforts to maintain
a representative
and accessible
panel.
Central to our
ESG approach is
the principle of
data accessibility,
supporting our
Company mission
to share data on
what the world
thinks.
Our ESG strategy
is informed
by YouGov’s
Company values
which run through
the core of all our
activities.
Aligning ESG
strategy with
broader corporate
strategy enables
us to foster
trust with our
stakeholders.
Learn more on
page 11.
YouGov’s
collaborative and
innovative culture
is driven by a
shared desire to
make a positive
impact on the
wider community.
ESG factors run through the core
of what we do at YouGov
YouGov’s business is underpinned by an ethos of transparency
and trust. ESG factors run through our business model
and values, and the Board sees ESG as key to a successful
strategy for the business. The motivation of our ESG strategy
is to champion sustainable, ethical and responsible business
practices in every aspect of our operations.
YouGov’s inaugural stand-alone ESG Report was published
earlier this year. As the regulatory landscape evolves, and
interest in our commitments continues to grow, we took this
step to increase transparency and detail in our ESG activities.
By providing fuller disclosures in the stand-alone ESG
Report, we can focus our disclosures in the Annual Report &
Accounts on the metrics which are of greatest interest to our
stakeholders and required by regulation.
For more in-depth ESG disclosures, see our 2024
ESG Report which is available on our corporate
website at corporate.yougov.com/esg.
Environmental
Social
Governance
ESG
Purpose
Mission
Values
Strategy
Culture
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STRATEGIC REPORT
Environmental, Social &
Governance ("ESG")
Environmental
Social
While YouGov is a naturally low-impact business, as global
citizens, we recognise that we share a responsibility
for protecting the environment and we have embedded
environmental considerations across our global operations.
ESOS Phase 3
YouGov has participated in Phase 3 of the UK Energy Savings
Opportunities Scheme (“ESOS”). YouGov will submit an action
plan to the UK Environment Agency to state how it will reduce
energy consumption and the savings expected during the
four-year period of Phase 4. We expect this action plan will be
published by the Environment Agency in the six months after
submission.
SUPER
YouGov partners with SUPER, a not-for-profit organisation
that assesses a company’s single-use plastic footprint and
helps them implement alternatives to reduce and ultimately
eliminate plastic waste.
6 offices certified
reducing single-use plastic in London, Paris, Sydney,
Mexico City, New York City & San Francisco
Waste management
Waste management was identified as a priority environmental
issue YouGov’s stakeholders in our 2023 ESG Materiality
Assessment. Given the nature of our business and our reliance
on serviced leases (where we have limited influence) in several
locations, to date we have not set annual waste reduction or
recycling targets. Our primary target for recycling and waste
management is to improve data accuracy, and we aim to
introduce an e-waste disposal tracking system and track 100%
of waste generated in leased offices by the end of FY26.
Net Zero Targets
During FY24, YouGov set its first net-zero targets for Scope
1, 2 and 3 emissions reduction. FY22 is our baseline year to
measure progress towards our targets.
We have set four targets aligned with UK and
global climate goals:
Scope 1 & 2 Emissions
2030
Near-term target
2050
Net zero target
42%
90%
Scope 3 Emissions
2050
Net zero target
90%
2030
Near-term target
25%
•
For more detail on our Net Zero targets, see our
ESG Report at corporate.yougov.com/esg.
•
For our CFD and SECR compliant disclosures,
see pages 53 and 54.
•
For our TCFD Report, go to corporate.yougov.com/esg.
Environmental Disclosures
At YouGov, we are driven by shared social values and aspiration
to make a positive impact in the world.
YouGov Panel
29 million
YouGov panel members across 63 countries
worldwide, cultivated with a focus on ensuring
representation across key demographics
YouGov Trustpilot score of
4.6 Stars
YouGov Plus
3,750
YouGov Plus members, our premium tier
membership
120 hours spent qualitatively interviewing
panel members about their YouGov
experience
Giving a voice
Providing free public data as a resource for the general
public and organisations to understand public opinion
FY24 YouGov Public Data in numbers
11m
clicks from Google to our public data websites
16m+
UK website total page views
~10m
US website total page views
YouGov workforce
84%
positive response to
“I feel I can be my authentic self at work”
Graduate programme
85%
of participants continue to be employed by
YouGov after programme conclusion
Employee Value Proposition
Public Data Resources
Read case studies of YouGov
research on governance and
social factors conducted for the
Financial Reporting Council (FRC)
and Stellantis: Freedom of Mobility
(FOM) Forum.
Find client case studies in our in our 2024
ESG Report at corporate.yougov.com/esg
Client Value Proposition
YouGov plc Annual Report & Accounts 2024
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42
43
STRATEGIC REPORT
Environmental, Social &
Governance ("ESG") continued
Case study
Largest election year in history
With roughly two billion people across more than 60
countries casting their votes in national and regional
elections in 2024, YouGov’s political polling teams have
been kept busy. While political polling represents a
small proportion of YouGov’s revenues, it provides us
with significant opportunities for brand recognition,
panel recruitment, and to demonstrate the accuracy of
our methodologies, while contributing to community
engagement in local and national politics. YouGov
pioneered the use of MRP (multi-level regression with post-
stratification) methodology in political polling and it is now
referred to as the gold standard of election research.1 As at
the date of this report, the US Presidential Election is the
focus of our political polling (and our voting projections by
state can be found at today.yougov.com/elections/us/2024.
1
‘Tories facing 1997-style general election wipeout’, The Telegraph,
14 January 2024
Australia Voice Referendum, October 2023
In October 2023, visits to YouGov’s Australian website
spiked:
Unique visitors rose by
500%
YouGov’s final poll
accurately and
exactly predicted
the referendum
outcome of
60%
of voters choosing
“No” to the proposal
Page views rose by
230%
European Parliament Election, May 2024
YouGov polled election voting intention in six countries
(Denmark, France, Germany, Italy, Spain and Sweden)
Over 15,000
YouGov panel members polled in the lead
up the election
1.7%
YouGov’s final poll average party error in the
countries where we have established political
polling programmes (France, Germany, and Spain)
UK General Election, July 2024
In the month leading up to the snap UK General Election,
YouGov’s UK general election hub provided website visitors
with opportunities to interactive with YouGov voting
predictions at both the national and seat-level, alongside
commentary from our political research specialists. Our
popular seat projection tool allowed the public to view
voting predictions by constituency. See the hub in action
at yougov.co.uk/elections/uk/2024.
Upon launching the hub, we sought and actioned
feedback from panel members on how the website
accessibility could be improved. Also based on feedback
panel members, we implemented adjustments to improve
the accessibility of our snap polls following the televised
party leader debates.
1.1m
page views2
YouGov's final MRP
poll was the most
accurate compared
to other pollsters,
calling
92%
of seats correctly
1.3m
engagements with
the seat projection
tool2
2 From when the hub was launched on 4 June 2024 to 27 August 2024.
1
Representative of global YouGov workforce (excluding CPS) of 1,960 employees at 31 July 2024. Identity-based respondent groups with <5% have been
removed from the report to maintain anonymity. For Board diversity information, see pages 69 and 70. For our full workforce diversity report, see the ESG
Report available at corporate.yougov.com/esg.
2 “Not specified” includes both “Prefer not to say” and no response. Not all diversity monitoring questions are asked in each market due to compliance with
local data collection laws and conventions.
3 We have chosen to use the term “ethnic minority” to refer to racial and ethnic groups that are statistical minorities in the UK population. We recognise that
many of these racial and ethnic groups are majorities in the global population. For the purposes of this report, we have made a binary distinction between
white and ethnic minority groups, and we have classified employees with partially white mixed ethnic backgrounds (e.g. Black Caribbean and White, Asian
and White, etc.) under the term “ethnic minority”. For details on the % of each individual ethnic minority within the workforce, see the Workforce Diversity
Report (on our corporate website at corporate.yougov.com/diversity).
4 The Small Group consists of the Executive Directors (CEO and CFO) and the functional leaders reporting into the CEO. Representative of 12 members at
1 October 2024.
Workforce diversity
Region
Age
Gender
56.5%
43.2%
0.4%
Female
(846)
Male
(1107)
Not specified
(7)
Ethnicity
22%
25%
53%
White
(462)
Ethnic minority
(403)
Not specified
(976)
Executive Leadership
(Small Group)4
Direct Reports to Executive
Leadership (Small Group)
Technology
Teams
Gender
25%
75%
Female (3)
Male (9)
Not specified (0)
12
people
Gender
Female (44)
Male (67)
Not specified (10)
55%
8%
36%
121
people
Gender
Female (45)
Male (201)
Not specified (2)
81%
18%
248
people
1%
Ethnicity3
White (11)
Ethnic minority (1)
Not specified (0)
9%
91%
12
people
Ethnicity3
White (64)
Ethnic minority (13)
Not specified (40)
55%
34%
11%
121
people
Ethnicity3
White (74)
Ethnic minority (47)
Not specified (109)
32%
20%
47%
248
people
21 and
under
(16)
22–30
(794)
31–40
(689)
41–50
(275)
51 and
over (98)
Not
specified
(88)
1%
41%
35%
14%
5%
4%
Asia
Pacific
(125)
Mainland
Europe
(459)
Middle
East & India
(574)
Americas
(407)
UK
(395)
6%
23%
29%
21%
20%
Lab
Con
Lib Dems
Reform
Green
Plaid Cymru
SNP
Safe
Likely
Lean
Tossup
Other
YouGov plc Annual Report & Accounts 2024
45
STRATEGIC REPORT
44
YouGov plc Annual Report & Accounts 2024
Environmental, Social &
Governance ("ESG") continued
Governance
YouGov is committed
to maintaining robust
governance frameworks
to ensure transparency,
accountability and ethical
business practices across our
global operations.
For detail on YouGov’s Board-level governance framework and
activities, see the Governance Report on pages 69 to 75.
FY24 Governance in numbers
100%
staff tested for email phishing awareness via
simulated campaigns
37 x
internal communications issued to staff on data
privacy and security awareness
1 x
cyber crisis exercise facilitated by external experts
98%
completion rate of mandatory training package,
which include data privacy and security modules,
by YouGov employees
250+
suppliers aligned to our Business Partner
Code of Conduct
Global Code of Conduct & Ethics viewed by staff
over 11,000 times
in the year, making it the most viewed governance
document on our intranet, Youniverse
Case study
Neutrality at YouGov
Neutrality is an essential component of YouGov's work
as a research and data analytics group. Our clients
must be able to trust our research and editorial insights
are accurate, and panel members must be able to trust
that we will reflect the full range of public opinion.
This year we surveyed our staff on their understanding
of YouGov’s neutrality principles and what they mean
in their day-to-day roles. The results showed overall
awareness of YouGov’s neutral position was high, but
many felt that our principles could be communicated
more effectively. To improve upon awareness, we
developed our Group Neutrality Policy, which defines
a set of neutrality principles and how these should be
applied to our work.
Our neutrality principles are:
•
Ensuring research output does not reflect a bias or
preference for any particular response.
•
Treating all survey responses, opinions, and
perspectives fairly and equally, regardless of
personal beliefs or affiliations.
•
Upholding transparency in communications,
particularly in presenting survey methodologies
and research findings.
•
Maintaining confidentiality with all data and
ensuring professionalism in all interactions,
including refraining from engaging in discussions
that could compromise the independence of
the research.
Compliance statement
The UK Government has mandated climate-related financial
disclosures under the Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022 ("CFD"),
which mandate in-scope companies to report in the Annual
Report & Accounts on material climate-related matters
and their corresponding impact on business operations. In
accordance with these regulations, we present disclosures
describing the governance, risk management, strategy,
metrics and targets associated with climate-related financial
risks and opportunities impacting our business. In FY24,
YouGov complied in full with the four pillars and eight
recommendations of these regulations.
Governance
YouGov's commitment to environmental responsibility is driven
by board-level leadership. The YouGov plc Board is committed
to integrating climate-related and other environmental factors
into the Company's strategic direction, financial planning,
and operational activities as appropriate. The Board maintains
oversight of climate-related risks and opportunities, which are
assessed as part of the annual Group risk review process.
Board-level oversight of Climate Change
The Board has ultimate responsibility for YouGov’s ESG
commitments, including climate-related risks, targets,
and disclosures. The Board, either directly or through their
delegated authorities, ensures that transparent climate-related
disclosures are made, the effectiveness of climate strategies
is monitored, and capital expenditures in support of the
company's Net Zero goals are authorised.
The Board engages with the Company’s ESG team annually –
via a Deep Dive session – to receive education on ESG topics
and assess the effectiveness of ESG strategies and initiatives,
including those related to climate change. In FY24, this session
took place in March, and the discussions included reviews
of performance, and targets related to the Company's ESG
strategy, including climate-related strategies.
The Board is committed to ongoing professional development
in sustainability and climate change. In addition to the Deep
Dive, the Board were given a supplemental reading pack
to expand their knowledge of climate change matters. The
Board's deepened knowledge of sustainability and climate
change informs both our commercial and ESG initiatives.
Audit & Risk Committee
The Board has assigned the Audit & Risk Committee the
responsibility for overseeing and scrutinising YouGov’s risk
management policy and processes, including those related to
climate risks. This includes evaluating and prioritising potential
climate-related risks and opportunities and their impacts
and approving mitigation strategies to manage those risks
effectively. Climate-related risks and opportunities, including
the Company’s Climate Risk Register, were reviewed during the
June 2024 meeting of the Audit & Risk Committee. For details
of the Committee’s broader risk oversight remit, see the risk
management and principal risks section on pages 55 to 61.
Remuneration Committee
The Board has delegated to the Remuneration Committee
responsibility for setting the strategy, structure and levels
of remuneration for the Executive Directors. In determining
performance-based targets, the Committee considers the
appropriateness of ESG metrics, including those related to
climate change. The annual executive bonus plan includes
ESG-related objectives and performance against the FY24
objectives, which are outlined on page 89. The Long-Term
Incentive Plan 2023 (“LTIP 2023”) performance share award
targets include an ESG-related target as described on page 90,
and performance will be disclosed following the award
vesting dates.
Management-level oversight of Climate Change
The Small Group (which consists of the CEO, CFO and the
functional leaders reporting into the CEO) has been delegated
the responsibility of overseeing YouGov's overall management.
They are accountable for ensuring that ESG priorities,
including climate change, are effectively integrated into the
Company's operations and communicated across all levels of
the organisation.
The Chief Governance and Compliance Officer (CGCO) and
Company Secretary is an Officer of the Company and has
the highest management position responsible for oversight
of climate-related risks and opportunities. The ESG team,
consisting of the ESG Manager and Head of Compliance,
is a dedicated resource for developing and implementing
ESG initiatives, including those related to the environment
and climate change. Additionally, they are tasked with
developing and implementing the annual ESG Roadmap,
coordinating company-wide ESG training, facilitating ESG-
related communications internally and externally, and ensuring
compliance with all relevant ESG regulations, including
disclosure requirements. The ESG team reports to the CGCO
on an average once a month, though there is no formal
reporting frequency. The CGCO, as a member of both the
Small Group and the Board of Directors, ensures a high level
of communication between the two bodies. The Small Group's
activities are reported to the Board at each of its meetings.
Communication of Climate Change-related
matters
To effectively communicate ESG matters, including those
related to climate change, to the YouGov workforce, we
employ a multi-channel approach, including annual ESG
webinars, regular intranet articles, quarterly updates to senior
leadership, monthly communications to line managers, and
ESG training for new employees.
YouGov plc Annual Report & Accounts 2024
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46
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STRATEGIC REPORT
Environmental, Social &
Governance ("ESG") continued
Non-Financial and Sustainability Information Statement
Future plans
In FY25, YouGov intends to establish an executive-level
Sustainability Committee for escalation and decision-making
on key sustainability matters. The Committee will also provide
strategic guidance and recommendations to the Board on
key sustainability matters. A dedicated budget supports
ESG initiatives, ensuring adequate resources for effective
management and progress against goals.
Risk management
YouGov has integrated climate-related risks and opportunities
into its overall risk management framework. This includes
identifying, evaluating, and prioritising potential climate-
related impacts and approving comprehensive mitigation
strategies to manage these risks. We maintain a dedicated
climate risk register to help us document and track risks and
mitigations specific to this area.
Step 1 Identify: In April 2024, with support from external
consultants, we conducted our annual climate scenario
analysis to identify potential climate-related risks and
opportunities at the Group level across different warming
scenarios and time horizons impacting our business. This
identified eighteen climate-related risks (physical and
transition) and five opportunities for FY24.
Step 2 Assess: In May 2024, our external consultants, Inspired
ESG, conducted our annual climate risk workshop to help us
assess the identified risks, considering varying timescales and
global warming projections (see Climate Scenarios below) to
understand where the impact would be greatest on YouGov’s
business operations. The CGCO, Head of Compliance, and
Global Head of Facilities participated in the workshop.
The core of our risk assessment methodology is a matrix that
considers two key dimensions.
•
Likelihood x Impact: Likelihood (probability of
occurrence) is rated on a scale of 1 (unlikely) to 4 (certain).
Impact is rated on a scale of 1 (low impact) to 3 (high
impact). By multiplying the likelihood and impact scores,
a risk score is generated, with higher scores indicating
greater overall risk.
•
Action Levels: Risks are assigned a colour-coded score
(red, amber, or yellow) based on their calculated value.
Risks scoring between 8 and 12 are categorised as “red”
and are considered high-priority and material to the
business. These require immediate attention and robust
mitigation strategies. Risks categorised as “amber” (scored
3-6) warrant close monitoring but are not material, while
“yellow” risks (scored 1 or 2) are typically of low priority.
Step 3 Appraise: We assessed the potential impacts of
climate-related risks and opportunities on YouGov's future and
implemented various control measures to mitigate identified
risks. By continuously evaluating the effectiveness of these
measures, we identified strengths, weaknesses, and emerging
risks. The Compliance team develops and implements
targeted mitigation strategies to reduce the likelihood and
impact of these risks, ensuring our approach remains aligned
with the evolving business environment. These mitigation
strategies involve collaborating with external consultants to
embed more sustainable practices and implementing internal
emissions reduction initiatives. To manage climate-related
risks effectively, we established a comprehensive climate risk
register detailing each identified risk and its corresponding
mitigation measures.
Step 4 Address: By collaborating closely, the Audit &
Risk Committee, Compliance team, and Board effectively
manage climate-related risks, allocate resources efficiently,
and protect the Company's interests. The Audit & Risk
Committee is responsible for overseeing the Company's
risk management framework, including the identification,
evaluation, and prioritisation of climate-related risks annually.
This committee delegates the day-to-day management of
the risk management process to the Compliance team. The
Compliance team conducts annual assessments of climate-
related risks and opportunities, evaluating the effectiveness
of existing controls and recommending additional measures.
The Board ultimately retains responsibility for approving the
climate risk register and ensuring the implementation of
appropriate mitigation strategies.
Strategy
YouGov recognises the increasing significance of climate
change and its potential impacts on our business,
stakeholders, and the global community. To address these
challenges, we have integrated climate-related considerations
into our overall business strategy. Our core data collection
and analysis business provides us with a unique opportunity
to contribute to the global understanding of climate change.
We can provide valuable insights into climate-related trends,
consumer behaviour, and market dynamics by leveraging
our extensive data platform and analytical capabilities. This
information empowers our clients to make informed decisions
and develop climate-resilient strategies.
Furthermore, we are committed to managing climate-related
risks that may impact our operations. This includes assessing
potential physical risks, such as extreme weather events and
long-term increases in temperature, as well as the transition
risks associated with the shift to a low-carbon economy.
We can develop appropriate mitigation and adaptation
strategies by identifying and evaluating these risks. In addition
to managing risks, we are also exploring climate-related
opportunities to contribute to the low-carbon transition.
At the group level, we have made a global commitment to
achieve Net Zero by 2050 at the latest, with interim targets
for 2030 covering Scopes 1, 2, and 3 from the FY22 baseline.
The SBTi approved these targets in September 2024, showing
that our near-term and Net Zero targets are in line with the
climate science on limiting warming to 1.5°C. With our external
consultants, we have ensured that our Net Zero strategy is
ambitious while remaining achievable and aligned with the
latest climate science. To achieve these goals, we are focusing
on adopting renewable energy sources.
Climate Scenarios
Aligned with the CFD recommendations, we conducted a
climate scenario analysis to assess potential climate-related
risks and opportunities across our operations. Climate
scenarios, which depict various future climate conditions, were
developed using a combination of advanced climate models
and internationally recognised frameworks. These include the
International Energy Agency’s World Energy Models, Shared
Socioeconomic Pathways, Climate Natural Catastrophe
Damage Model, Coordinated Regional Climate Downscaling
Experiment (CORDEX), and Integrated Assessment Models
(IAM). It’s important to note that while climate models are
valuable tools, they have inherent limitations in accurately
replicating complex real-world systems. As such, their
projections should be interpreted cautiously and continuously
refined as our understanding of climate change evolves.
•
Assessing Our Vulnerability: We assessed the potential
impacts of climate change on our business, considering
both the direct physical risks and the transition risks
associated with transitioning to a low-carbon economy.
Physical risks include exposure to extreme weather events
such as flooding and heatwaves, while transition risks
relate to regulatory changes and market shifts arising
from the transition to a low-carbon economy. Transition
risks have been identified at the Group level, significantly
impacting the overall business strategy and operations.
Specific sites, totalling 58, have been pinpointed to
address physical risks across various regions.
•
Futureproofing Our Business: We analysed various
climate scenarios to understand the potential implications
of climate change. Our analysis extended beyond standard
industry practices to incorporate a range of warming
pathways, enabling us to assess risks across different time
horizons. The long-term horizon aligns with the UK's and
the Group's Net Zero Strategy for 2050. The scenarios we
considered were:
<2°C by 2100: This represents a collective commitment
to limiting global temperature rise to below 2°C by the end
of the century, as outlined in the Paris Agreement. Despite
heightened transition risks in the short term, this approach
markedly diminishes future climate consequences. YouGov
is committed to partnering with businesses, governments,
and organisations to shape a more sustainable, inclusive, and
prosperous future.
2-3°C by 2100: This scenario reflects a potential future where
global climate action is uneven. While some governments
enact regulations, lacking strong, coordinated responses
could create business uncertainties. In this scenario, YouGov
can improve its energy efficiency and ensure its suppliers
and partners are committed to environmentally responsible
practices.
>3°C by 2100: This scenario represents a world with minimal
climate action that presents significant long-term challenges.
In this scenario, YouGov can capitalise on opportunities for
innovation and leadership in addressing climate change,
positioning itself as a resilient and sustainable organisation.
The following outlines the time horizons to identify when a risk
or opportunity will significantly impact the business.
•
Short Term (2023-2027): Driving sustainability impact:
Aligned with the strategic planning cycle, this period
provides an ideal opportunity to embed sustainability into
core operations.
•
Medium Term (2028-2037): Strategic adaptation and
innovation: This period represents a critical juncture for
YouGov to solidify its role as a sustainability leader. This
period also aligns with our commitment to absolute interim
targets of reducing emissions by 42% in Scope 1 and 2
(market-based) and 25% in Scope 3 by 2030.
•
Long Term (2038-2052): This extended timeframe offers
a strategic vantage point to anticipate and adapt to the
evolving landscape of global operations and the research
and data analytics industry. This timeframe aligns with our
commitment to achieving Net Zero (Scopes 1, 2, and 3)
by 2050.
Analysis Results
YouGov’s core business activities primarily involve data
collection, analysis, and insights generation. This operational
model inherently results in a relatively low environmental
impact compared to industries with significant physical
operations or resource consumption. Consequently, through
a comprehensive assessment of eighteen potential climate-
related risks (physical and transition), none were deemed
material to the Group's future business or strategy. We
assessed physical risks by location, focusing on 58 sites,
and transition risks at the Group level, relevant across all
business operations due to their pervasive global impact.
Compared with last year, more sites are noted as potentially
impacted by Sea Level Rise, due to the inclusion of saltwater
intrusion into our methodology this year. Despite having
a low impact on the business, climate change is classified
as an emerging risk to the business. Thus, we maintain a
proactive stance on environmental sustainability, integrating
relevant considerations into our operations. The climate risk
assessment will be repeated each year to ensure changes in
risk materiality are quickly identified and mitigated.
While YouGov's current environmental impact is minimal,
the evolving regulatory landscape, increasing stakeholder
expectations, and potential future business expansions could
introduce greater climate-related risks. Climate change has
been identified as an emerging risk by the CGCO, Head
of Compliance, and ESG Manager following a thorough
assessment and internal discussions of its potential business
implications.
YouGov plc Annual Report & Accounts 2024
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48
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STRATEGIC REPORT
Environmental, Social &
Governance ("ESG") continued
Non-Financial and Sustainability Information Statement
A. Opportunities
The opportunities listed below offer a strong case for YouGov to invest in sustainability and operational efficiency. They can help
us save money, reduce risk, improve our sustainability, and strengthen our competitive position.
Table 1: The Group’s climate-related opportunities
Opportunity
Number/Type
TCFD
Opportunity
Alignment
Main
Financial Impact
Description
Scenario
Timeframe
Description of Opportunity
Response
Alignment to
Net Zero
1
Energy
Resources
Use and
installation of
low-emission
energy
technology
Self-generated
electricity can be
used in business
operations, and
excess can be
sold to the grid.
Reduced indirect
(operating) costs.
Investment in
resource efficiency
will lower energy
intensity and
should lead to
cheaper and
more consistent
operating costs,
enhancing
operating
efficiency.
This will be
accomplished by
decreasing energy
consumption
across the Group.
The power needed
for our offices, data
centres, heating,
ventilation, air
conditioning, and
lighting are the
main energy users
for the Group.
<2°C
2-3°C
Short –
Medium
Term
(2023-2037)
We understand we will be
required to invest in lower
emissions technology across
our operations, as more
innovative solutions come to
the market over time. While
many properties we operate
in are leased, we have had
discussions with landlords
about the feasibility and
future opportunities to have
low-carbon technology, such
as solar, on our buildings.
This would also reduce our
reliance on the grid and
help mitigate any carbon
tax. Increased investment in
energy efficiency technology
will decrease our energy
consumption and, ultimately,
the Group's energy costs.
The payback associated
with lower-emission sources
of energy will mitigate the
upfront cost of technology
investment.
Investing in low-
emission and
energy-saving
products can
substantially
reduce our
environmental
impact by
lowering
absolute
Scope 1 and 2
(market-based)
emissions (see
Table 2 for
our progress
towards climate
targets).
2
Resource
Efficiency
Use of more
efficient
suppliers and
diversifying
our
supply chain
Reduced indirect
(operating) costs.
The use of more
efficient suppliers
and diversifying
the supply
chain presents a
significant climate-
related opportunity
for YouGov. By
actively seeking
out suppliers
that prioritise
sustainability
and adopting a
diversified supply
chain, the company
can reduce its
environmental
impact and
enhance its
resilience
to climate-
related risks.
<2°C
2-3°C
Medium
Term
(2028-2037)
We will develop further
criteria for evaluating
suppliers based on their
environmental performance
and sustainability practices.
These criteria can include
factors such as carbon
footprint, waste management,
use of renewable energy, and
adherence to ethical labour
practices. By prioritising
suppliers with strong
sustainability credentials, we
can support companies that
align with our own climate
goals. We will promote regular
communication, share best
practices and provide support
and incentives for suppliers to
improve their environmental
performance. YouGov will
identify opportunities to
diversify sources and reduce
dependence on high-risk
regions or suppliers. This can
include exploring alternative
suppliers in different
geographical areas and
considering local sourcing
options.
We are
considering
and holding
discussions
to assess
environmental
performance
of key suppliers
through an ESG
questionnaire
in FY25.
Opportunity
Number/Type
TCFD
Opportunity
Alignment
Main
Financial
Impact
Description
Scenario
Timeframe
Description of
Opportunity Response
Alignment to
Net Zero
3
Resource
Efficiency
Disposal
of under-
utilised sites
– improved
portfolio
management
Reduced
indirect
(operating)
costs.
The disposal of under-utilized
sites and improved portfolio
management presents a
climate-related opportunity
for YouGov. By strategically
managing our real estate
portfolio and disposing of
under-utilised sites, the
company can optimise
resource allocation, reduce
environmental impacts
(including our Scope 1, 2 and
3 emissions) and potentially
generate financial benefits.
<2°C
2-3°C
Short –
Medium
Term
(2023-2037)
YouGov already
conducts regular
analysis on our global
sites to ensure that
they are operationally
viable. We will
continue to conduct a
thorough assessment
of our real estate
portfolio to identify
under-utilised sites.
This assessment will
consider factors such
as occupancy rates,
energy consumption,
maintenance costs, and
environmental impact.
By understanding the
current state of our
properties, YouGov
can prioritise sites for
disposal or repurpose
based on their
potential for improved
sustainability and
financial returns.
YouGov has
committed to
reducing absolute
Scope 1 and 2
(market-based)
emissions by 42%
by 2030 from an
FY22 baseline. A
23.7% reduction
in Scope 1 and
2 emissions has
been achieved.
See Tables 2, 3
and 4 for progress
against climate
targets.
YouGov
can identify
opportunities to
reduce Scope
1 emissions by
further assessing
the energy
consumption of
under-utilised sites.
4
Reputation
Improved
stakeholder
reputation
New client
opportunities
and positive
impact
on client
retention
rates.
By communicating YouGov’s
sustainability efforts and
TCFD reporting, clients
are more likely to continue
using YouGov’s products
and services, leading to high
retention rates.
Improved investment
opportunities as well as access
to new markets associated
with the low-carbon economy.
Improved ESG ratings and,
therefore, greater opportunity
to increase market share and
increase market value for
shareholders.
<2°C
2-3°C
Short –
Long Term
(2023-2052)
Consistent reporting
on environmental
metrics and the
ability to estimate
emissions reductions
to be achieved during
a contract helps build
client trust in YouGov's
services, aligning with
their own Net Zero
targets.
By demonstrating
our progress
towards emissions
reduction, we give
clients confidence
that our services
contribute to their
own sustainability
goals (see Table 2).
5
Resilience
The business
is well-
adapted and
positioned
to deal with
climate
change
Reduced
long-term
operating
costs.
The concept of climate
resilience involves
organisations developing
adaptive capacity to respond
to climate change to better
manage the associated risks
and seize opportunities,
including the ability to respond
to transition risks and physical
risks. Opportunities related to
resilience may be especially
relevant for organisations
with long-lived fixed assets
or extensive supply or
distribution networks.
<2°C
2-3°C
Short –
Medium
Term
(2023-2037)
Developing an adaptive
strategy early (such as
the Net Zero strategy in
place) reduces the need
for legal and consulting
support in future to keep
pace with stakeholder
expectations.
Achieving
emissions
reduction targets
can bolster our
resilience against
regulatory shifts
and physical
climate impacts
(refer to Tables 2
and 7 for further
details).
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STRATEGIC REPORT
Environmental, Social &
Governance ("ESG") continued
Non-Financial and Sustainability Information Statement
B. Supply Chain Assessment
We have expanded our climate risk assessment to incorporate
a detailed analysis of our supply chain. Utilising climate
modelling, we evaluated 14 key suppliers for potential climate-
related disruptions (acute and chronic physical risks), such
as flooding and extreme heat. We found no currently at-risk
supply chain routes. The same methodology was applied
to assess the supply chain risks, which are detailed in the
preceding section.
This analysis enables us to develop mitigation strategies
and build resilience into our operations proactively. Most
of YouGov's suppliers are office-based and geographically
dispersed, minimising their exposure to direct physical
climate risks such as extreme weather events. Additionally,
many of our chosen suppliers have already implemented
robust climate risk management frameworks aligned with
the CFD recommendations, including regular assessments
of their physical risk exposure. Based on this information,
the potential physical impacts on our suppliers are minimal.
Additionally, we assessed these suppliers for transition risks,
such as reputational damage from non-compliant suppliers
or increased costs due to their carbon reduction efforts.
While no material transition risks were identified for these
specific suppliers, our analysis highlighted potential areas of
future focus, including reputational damage and increased
supplier costs.
Metrics and Targets
To demonstrate our commitment to climate action, YouGov
committed to setting Science-based Targets through the SBTi
in November 2023. These targets were approved by the SBTi
in September 2024, showing that our near-term and Net Zero
targets are in line with the climate science on limiting warming
to 1.5°C. We follow the SBTi’s definition of Net Zero, meaning
a 90% absolute reduction in emissions, with the remaining
10% of emissions in the Net Zero year offset using high-quality
sequestration offsets.
While the target years for reducing emissions are identical
across Scopes 1, 2, and 3 at the Group level, the pace of
reduction differs between the scopes. This is primarily due
to the complexity of Scope 3 emissions, which encompass
a broader range of activities and value chain partners.
Consequently, achieving similar reduction rates across all
scopes presents unique challenges.
During FY24, YouGov measured its full Scope 1, 2, and 3
carbon footprint for the third time. We have implemented
data collection improvements to increase the accuracy of
the data feeding into our calculations over time. Additionally,
with the acquisition of the Consumer Panel Services (CPS)
business of GfK SE (CPS GfK), during the year, our data
collection and emissions include CPS for the first time this
year. Since the inclusion of CPS in our emissions reporting
boundary has increased emissions by more than 5%, following
the SBTi’s recommendation, we have re-baselined our FY22
and FY23 emissions to retroactively include CPS. Our targets
set at the Group level will remain the same but will start from
a higher emissions baseline. Therefore, emissions for FY22
and FY23 have been restated throughout. From this restated
baseline, our FY24 emissions have increased by 42.8%, driven
predominantly by an increase in the spending on purchased
goods and services. Our progress against our targets is below.
Table 2: YouGov’s Progress Against Climate Targets
Target
FY22 Baseline
Value (restated)
FY24 Most Recent
Year Value
Progress
YouGov commits to reducing absolute
Scope 1 and 2 (market-based) emissions by
42% by 2030 from an FY22 baseline.
405.46 tCO2e
310.18 tCO2e
A 23.5% reduction in emissions has been
achieved. An annual reduction of 3.0% is
required until 2030 to reach this target.
YouGov commits to reducing absolute
Scope 3 emissions by 25% by 2030 from an
FY22 baseline.
11,551 tCO2e
16,759 tCO2e
A 45.1% increase in emissions has occurred.
An annual reduction of 11.7% is required until
2030 to reach this target.
YouGov commits to reaching Net Zero
Scope 1 and 2 (market-based) emissions by
2050 from an FY22 baseline.
405.46 tCO2e
310.18 tCO2e
An annual reduction of 2.5% is required until
2050 to reach this target.
YouGov commits to reaching Net Zero
Scope 3 emissions by 2050 from an FY22
baseline.
11,551 tCO2e
16,759 tCO2e
An annual reduction of 5.1% is required until
2050 to reach this target.
YouGov commits to divert 100% of waste
from landfill by 2035 from an FY22 baseline.
60.8% landfill
diversion rate
67.4% landfill
diversion rate
A 6.6 percentage point increase in landfill
diversion has been achieved. A 3.0 annual
percentage point increase in landfill diversion
rate is required until 2035 to reach this target.
Streamlined Energy and Carbon Reporting (SECR)
Due to YouGov’s office locations within the UK, YouGov is captured to report under the UK Government’s SECR compliance
scheme. In FY22, YouGov reported on UK and Global energy consumption and emissions for the first time, and this is replicated
this year. The Group’s Scope 1 emissions are from the combustion of natural gas and transport fuels in company-owned assets,
plus the leakage of refrigerant gases. Scope 2 emissions are from the purchase of electricity. Scope 3 consumption and
emissions cover emissions resulting from sources not directly owned by YouGov, i.e., grey fleet business travel undertaken in
employee-owned vehicles only. FY24 contains emissions from YouGov and CPS, while FY23 only includes emissions from YouGov
since data for CPS for FY23 was unavailable. Therefore, the FY23 Scope 1 and 2 emissions figures in Table 4 will not match the
Scope 1 and 2 presented in Table 7 since Table 7 contains an estimate of CPS emissions.
For explanation of SECR methodology, see page 178.
Table 3: YouGov UK and Global Total Energy Consumption (kWh)
Utility and Scope
FY24
UK Consumption
(kWh)
FY24 Global
(excluding UK)
Consumption (kWh)
FY23
UK Consumption
(kWh)
FY23 Global (excluding
UK) Consumption
(kWh)
Scope 1 Total
638
441,293
4,754
47,811
Natural Gas
638
58,464
4,754
47,811
Transport
0
382,829
0
0
Scope 2 Total
199,167
312,591
199,214
199,550
Grid-Supplied Electricity
199,167
289,956
199,214
199,550
Transport
0
22,635
0
0
Scope 3 Total
12,562
91,944
2,670
37,862
Grey Fleet
12,562
91,944
2,670
37,862
Total
212,367
845,828
206,638
285,223
Global (Including UK) Total
1,058,195
491,861
Table 4: YouGov UK and Global Total Market-based Emissions (tCO2e)
Utility and Scope
FY24
UK Emissions
(tCO2e)
FY24 Global
(excluding UK)
Emissions (tCO2e)
FY23
UK Emissions
(tCO2e)
FY23 Global (excluding
UK) Emissions
(tCO2e)
Scope 1 Total
24.89
96.71
20.32
8.75
Natural Gas
0.12
10.69
0.87
8.75
Transport
0.00
86.02
0.00
0.00
Refrigerants
24.77
0.00
19.45
0.00
Scope 2 Total
41.24
139.31
41.25
75.80
Grid-Supplied Electricity
41.24
134.62
41.25
75.80
Transport
0.00
4.69
0.00
0.00
Scope 3 Total
2.80
20.49
0.60
8.52
Grey Fleet
2.80
20.49
0.60
8.52
Total
68.93
256.51
62.17
93.06
Global (Including UK) Total
325.44
155.23
Table 5: YouGov SECR Intensity Metrics
Intensity Metrics
Location based tCO2e
Market-based tCO2e
FY24
FY23
FY24
FY23
Total £m revenue
335.3
259.00
335.3
259.00
All Scopes tCO2e per £m revenue
0.97
0.60
0.99
0.58
YoY Percentage Change (tCO2e)
61.76%
72.92%
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STRATEGIC REPORT
Environmental, Social &
Governance ("ESG") continued
Non-Financial and Sustainability Information Statement
Energy Efficiency Narrative
Completed FY24 Actions
Planned FY25 Actions
We defined near- and net-zero absolute targets and achieved verification
from the Science Based Targets initiative (SBTi). These targets were
approved by the Board.
Launch new all-staff training on climate change
concepts.
We continued to regularly assess our real estate portfolio to identify
under-utilised sites, taking actions to close or amalgamate sites where
appropriate to reduce our overall footprint.
Assess opportunities for energy efficiency
throughout the integration of CPS.
Installing new lighting to replace less efficient options
Assess the feasibility of upgrading our building
management systems, where within our control.
Carbon Balance Sheet
Between FY22, the baseline year, and FY24, there was a 23.5% decrease in our total Scope 1 and 2 (market-based) emissions and a
45.1% increase in our Scope 3 emissions. The increase in Scope 3 emissions is due to a large increase in the spend on purchased
goods and services. FY22 and FY23 emissions have been restated to include CPS.
For explanation of carbon balance sheet methodology, see page 178.
Table 7: Carbon Balance Sheet
Emissions Scope and Scope 3 Category
FY24 (tCO2e)
FY23 (tCO2e)
(Restated)
FY22 (tCO2e)
(Restated)
% Change from
FY22 baseline
Scope 1
122
144
132
(8%)
Scope 2 (Market-based)
189
220
274
(31%)
Scope 3
16,759
11,724
11,551
45%
1. Purchased Goods and Services
9,014
5,448
5,857
54%
2. Capital Goods
838
1,185
1,103
(24%)
3. Fuel-related Emissions
66
58
54
23%
4. Upstream Transportation and Distribution
524
257
251
109%
5. Waste Generated in Operations
44
81
61
(28%)
6. Business Travel
813
1,030
589
38%
7. Employee Commuting
3,036
2,573
2,673
13.6%
8. Upstream Leased Assets
2,424
1,093
964
151%
9-15
N/A
N/A
N/A
N/A
Total Emissions (Market-based)
17,069
12,088
11,957
43%
All emissions and energy use figures have been calculated by a third-party using YouGov data. No formal assurance has
been provided.
Our approach to risk management
Understanding and managing risk effectively continue
to be key to the Company’s long-term success.
Our risk management system accounts for the
organisational goals and objectives and is designed to
ensure risks are identified early and comprehensively
managed.
As part of this, the Group Risk Management Policy and
Procedure (the “Risk Policy”) is reviewed annually to
ensure it remains fit-for-purpose.
Through our Risk Policy, we can:
•
foster a high standard of accountability at all levels
of the business;
•
enable effective decision-making through
understanding of risk exposures; and
•
safeguard our assets.
Building a resilient management system requires
adaptability to changing risk landscapes. As part of
the on-going process of risk management, we embed
risk management awareness across all business
operations.
Oversight
The Audit & Risk Committee (the “Committee”), led
by its Chair, has primary responsibility for oversight
and scrutiny of risk management and reports to the
Board on a regular basis. The Committee’s Terms of
Reference reflect the focus on risk management.
The chart to the right details how risk management
information flows into the Committee. For more
information on the work on the Committee, see
pages 81 to 87.
Risk appetite
During FY24, the Board approved an updated Group
risk appetite statement. We consciously and carefully
accept certain types of risks in line with our long-term
growth strategy to maximise shareholder value. Our
appetite for risk is not uniform across all business
areas and our risk appetite statement documents the
acceptable risk level in the pertinent business areas
(data privacy and security, data use, business practice,
financial position, innovation and investment). Senior
leaders are expected to take our risk appetite into
consideration when making decisions, both in their
day-to-day work and strategic projects.
Identifying the principal risks
As part of the process to identify the principal
risks to the business, risk interviews are conducted
with stakeholders across the business, including
the executive leadership team (known as the
Small Group). Interviewees share their views and
experiences on risks facing the business within their
remit of responsibility, as well as current controls and
future planned controls.
Overall responsibility for risk management, with partial
delegation to the Audit & Risk Committee
Primary responsibility for oversight & scrutiny of risk
management, including:
•
Reviewing effectiveness of internal controls
•
Review and approval of risk management and Group Risk
Register
•
Ensuring mitigating actions and controls from risk
management process are implemented
•
Assessment of need for internal audit or assurance
function
•
Overseeing relationship with the provider of assurance
services
•
Centrally controlled
and enforced suite of
detailed policies and
procedures in place
to govern business
operations and
reduce risk
•
Regular management
presentations
•
Risk identification and
management process
•
Internal controls
•
Internal Audit function
being established in
FY25, as approved by the
Audit & Risk Committee
in FY24. Read pages 85
and 86 for further detail.
•
Assurance reviews of
key internal control
processes by KPMG
Assurance
•
External financial audits
by Grant Thornton
•
External audits on
internal controls to
certified standard (BSI
Audit for ISO 27001)
Board of Directors
Audit & Risk Committee
External Assurance
External Audit Reports
Regular reporting
Risk interviews
Whistleblowing process
Internal Controls
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Environmental, Social &
Governance ("ESG") continued
Non-Financial and Sustainability Information Statement
Risk Management and
Principal Risks
Risk interview information, alongside assurance reports, and
scheduled systematic reviews, form a baseline to identify
current and emerging risks and risk themes. Each risk is scored
considering the severity of the impact and the likelihood of
occurrence.
In determining the principal risks, the Committee assesses
the top net risks once existing controls are taken into
consideration. The top net risks are consolidated into the
principal risks which are reported below. They are considered
by the Board to be material to the development, performance,
position and/or prospects of the Company.
When viewing the principal risks, note:
•
while the risks have been categorised, some controls may
cross categories;
•
some elements of risks may appear in more than one
category; and
•
principal risks are presented in alphabetical order by
category, not by risk score.
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.
The output from the Group Risk Management Policy and
Procedure has fed into the Board’s identification of the
principal risks and uncertainties facing the Company at
31 July 2024. The Board and the Committee receive regular
updates on risks and uncertainties during the year.
Emerging risks
The risk management process includes consideration
of emerging risks. In addition to the annual risk reviews,
management continuously monitor relevant regulatory
changes, market dynamics, geopolitical and socio-economic
changes. Staff have a vital role in early detection and
preparedness for emerging risks, and they are encouraged to
communicate any observations to the Compliance team for
risk assessment. During the year, an emerging risk considered
by management has been the use of artificial intelligence (AI)
in the business and for clients.
Supplemental risk registers
In addition to the corporate risk management process outlined
above, certain functional areas or project teams maintain risk
registers at an operational level. These supplemental registers
encompass domains such as information security, data privacy
and environmental risks, as well as special projects such
as acquisition integration. This layered approach ensures a
comprehensive understanding of various and detailed risk
factors across the organisation. For information on our climate
risk register and approach to environmental risk management,
see page 48.
Acquisition risk register
Mergers and acquisitions inherently involve risks such as
unforeseen liabilities, financial misrepresentations, and
operational challenges, which could result in financial losses
and damage to our reputation. We have factored acquisition
risks into our overall risk review process, ensuring that each is
carefully considered within our risk register.
For the integration of the GfK Consumer Panel Service
(CPS) business, we recognised the necessity of establishing
a dedicated risk register specifically for this project. This
approach allows us to proactively identify and manage
potential risks at an individual level, supporting the success of
the integration programme. The project risk register is shared
with the Audit & Risk Committee at each meeting, highlights/
lowlights are shared with the full Board at each meeting, and
project-specific risks are included in the Group Risk Register
where relevant.
Fortnightly risk management meetings are held with the Head
of Compliance, the Integration Management Office (IMO),
and the Project Sponsor. Through these regular reviews, we
systematically monitor current and emerging risks, assess their
potential impact, and develop mitigation strategies.
This approach ensures we are addressing risks as they arise,
supporting the integration programme to remain on course.
KPMG Assurance Programme
Our external assurance provider, KPMG, conducts a rolling
programme of assurance reviews and internal audit services.
The annual plan of reviews is approved by the Audit & Risk
Committee and is targeted to assess the associated controls
effectiveness to mitigate the principal risks. The reviews
conducted in FY24 are noted below.
As outlined in the Audit & Risk Committee Chair Report (on
pages 81 to 87), a new in-house internal audit function has been
established for FY25 which will be supplemented by the external
assurance provider on projects requiring specialist knowledge.
FY24 Assurance
Programme Plan1
Related Principal Risk(s)
New joiner review
Competition; Internal
Controls; People & Culture
Leaver controls review
Internal Controls; People &
Culture
Panel controls
effectiveness
Competition; Panel;
Reputation; Strategy
LINK Marketing Services
post-acquisition review
Internal controls
Follow-up review of key
actions identified in prior
assurance reviews2
Internal controls
1
Reviews conducted within FY24 as part of the wider FY23-25 KPMG
Assurance Programme Plan reported in Annual Report 2023. The
programme is periodically assessed during the year to ensure that it
remains fit for purpose. If the risk profile changes during the year, the
programme may be amended as appropriate as approved by the Audit &
Risk Committee.
2 Report delivered to Audit & Risk Committee’s October 2024 meeting.
Risk & Status
Description
Mitigation
Risk Movement
Competition
Risk Sponsor(s)
Chief Commercial
Officer
Chief Marketing
Officer
Chief Product
Officer
Failure to effectively
compete with competitors
(for panel members,
staff and clients) affects
our ability to meet our
strategic objectives:
•
loss of business to
competitors (e.g.,
copycat products,
inadequate marketing,
inadequate
key account
management);
•
becoming outdated
(e.g., failure to keep
up with developments
in technology such
as blockchain and
artificial intelligence
(AI); and/or
•
penalties for anti-
competitive practices.
We focus on innovation to keep our
products and services relevant and at
the cutting edge of our industry. This is
evidenced by embracing technological
advancements such as artificial
intelligence, and new methodologies
such as multi-level regression and post-
stratification (MRP).
We differentiate ourselves from our
competitors: the size of our panel
and the depth of historic data are key
assets which are near unattainable for
competitors to replicate. Our global
reach continues to expand through
strategic partnerships and targeted
organic expansion. Sector specialists
enhance our research capabilities. Our
expertise and technology continue to
grow through bolt-on acquisitions.
Executive Directors and the senior
management teams monitor market
trends, new product developments and
services.
Competition law expertise and training
provided by in-house legal team and
external advisors.
Upon assessment, we have
determined that there
is no material change to
this principal risk in FY24.
Actions taken to maintain our
competitive edge include
appointment of a Chief
Product Officer (in post
early FY25) and continued
investment in our artificial
intelligence capabilities and
data product suite. These
measures are intended
to strengthen our market
position and ensure sustained
competitiveness.
Cyber
Risk Sponsor(s)
Chief Operating
Officer
Chief Platform
Officer
Key cyber risk areas
identified are:
•
misuse of our
information
systems; and
•
IT systems failure
impacts upon
business operations.
Information management for client
confidential data certified to ISO 27001,
evidencing our commitment to stringent
information security.
Data Privacy & Security Committee
oversees projects and actions arising
around the business, with senior
leadership participation.
Robust investment in both technology
and people, deploying cutting edge
solutions, and working with in-house
information security expert teams
imparting crucial knowledge and training
across the organisation.
Intrusion detection systems in place and
regular penetration testing.
Policies, processes, and manuals in force,
including crisis management, business
continuity, and disaster recovery.
Risks faced from cyber threats
are broad and not exclusively
targeted at YouGov; in this
respect, the risk can never be
fully mitigated. This year, the
risk is considered heightened
due to the reliance on third-
party managed systems
through the CPS Transitional
Services Agreement (TSA).
While it is likely to remain high,
the overall risk is expected to
reduce in FY25 as we exit the
TSAs and rely less on third-
party managed systems.
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STRATEGIC REPORT
Key
No change
Increased
Decreased
Risk Management and
Principal Risks continued
Risk & Status
Description
Mitigation
Risk Movement
Data Privacy
Risk Sponsor(s)
Chief Governance
& Compliance
Officer
Chief Platform
Officer
Occurrence of a data
breach incident, e.g., due
to deliberate intrusion,
accidental data leak,
or deliberate de-
anonymisation of data.
Non-compliance with
data protection or privacy
legislation, such as the
EU GDPR, leading to
significant penalties and/
or reputational damage.
Investment in technology and resource
to manage these risks, led by the Group
Data Protection Officer and associated
subject matter experts.
Data Privacy & Security Committee
oversees relevant projects and actions
arising around the business. Senior
leadership focus on compliance,
including data handling activities, as
highlighted by data privacy and security
updates being a standing agenda item at
each Board meeting.
Compliance-conscious environment,
underpinned by mandatory training,
coupled with in-house internal audit of
information management systems and
external assurance of internal controls.
Dedicated breach response team
in place to respond to any actual or
suspected data breaches. Intrusion
detection systems in place and regular
penetration testing.
No material changes to this
principal risk entering FY25. As
a data company, data privacy
and information security are
paramount to YouGov. We
seek to continually improve
our controls and processes,
including applying learnings
from developments during
the year.
Internal Controls
Risk Sponsor(s)
Chief Finance
Officer
Chief Governance
& Compliance
Officer
Chief Operating
Officer
Chief Platform
Officer
Failure of our internal
controls to:
•
prevent or
detect fraud
•
prevent unauthorised
access to our systems
and/or infrastructure
(e.g., by former staff);
•
prevent unauthorised
use of assets (such
as intellectual
property); and
•
integrate newly
acquired companies
into YouGov systems
and infrastructure.
Cross-functional teams manage systems
access. Globally consistent standards are
applied across organisation.
IT security team is responsible for
prevention of access by unknown or
unauthorised third parties, with a focus
on continuous improvement.
Information management for client
confidential data certified to ISO 27001,
evidencing our commitment to stringent
information security.
Delegated Authority Rules in place
that define the role-holders that are
authorised to execute contracts, commit
to purchases and other obligations, and
make decisions on behalf of YouGov, and
the limits of their authority.
Our internal controls are subject to
internal auditing and external assurance
review.
Audit & Risk Committee is apprised of
activities to review and improve internal
controls in its meetings.
This risk is assessed as
heightened this year due to
the CPS acquisition for several
key reasons: (i) increased
numbers of employees,
(ii) the increased interest
by malicious third parties
(including social engineering
fraudsters) that occurs during
a well-publicised acquisition
and (iii) reliance on third-party
managed systems under
the CPS TSAs. We expect
this risk to reduce in FY25 as
integration progresses and we
move off TSAs.
Risk & Status
Description
Mitigation
Risk Movement
Panel
Risk Sponsor(s)
Chief Innovation
Officer
Chief Scientist
Failure to maintain a
quality, engaged panel
which is diverse and
representative.
Failure to prevent fraud in
respect of panel member
points payments and/or
data integrity.
Industry-leading team of experts
managing all aspect of panel including
Panel Strategy and Quality, Panel Growth
& Member Experience Team.
High visibility of panel capability, growth,
and overall health metrics at Board-level
with regular reporting.
Diversification of engagement tools to
target a wide range of panel members
who prefer to engage in different ways.
Throughout each stage of a panel
member's interactions, checks are
performed (including speed, accuracy
and awareness cross-entropy) to ensure
veracity of respondent data. See page 15
for further information.
We remain committed to
advancing our respondent
fraud prevention and
detection techniques. During
the year the risk of data
quality issues increased partly
caused by fraudulent panel
behaviour. See pages 13 and
15 for more information on
this industry-wide challenge
and YouGov’s response.
Investment has also
continued in panel
engagement this year,
notably in YouGov Plus (for
our most highly engaged US
and UK members), to help
differentiate our member
journey from our competitors.
Personnel
Risk Sponsor(s)
Chief HR Officer
Failure to attract and
retain talent with the
appropriate skills to
achieve our long-term
growth in the highly
competitive labour
markets in which we
operate.
Failure to maintain a
compliant culture as
headcount grows.
People department including Talent
Acquisition, HR Business Partners,
Employee Relations, and People
Experience & Development teams.
Company Vision, Mission and Values
clearly defined and communicated to
the business.
Internal Communications and People
Experience & Development teams to
maintain staff engagement.
Employee value proposition (EVP)
communicated to all staff and potential
new joiners.
Investment in training and development
opportunities. Wide range of talent
attraction routes, including graduate
schemes.
Succession planning process for all key
roles, as well as long-term incentive plans
to retain key personnel.
Personnel risk, closely
intertwined with culture risk,
continues to be a significant
area of focus this year. The
risk has evolved this year
with (i) the CPS integration
increasing our global
workforce by over 50% and (ii)
cost optimisation plans that
have resulted in headcount
reductions in YouGov’s
established business. Both
projects have significantly
relied on the HR function,
for which transformation
plans are underway to enable
the team to continue to be
a strategic partner to the
business.
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STRATEGIC REPORT
Risk Management and
Principal Risks continued
Key
No change
Increased
Decreased
Risk & Status
Description
Mitigation
Risk Movement
Regulatory
Risk Sponsor(s)
Chief Governance
& Compliance
Officer
Failure to comply with
legal and regulatory
requirements for a listed
company with overseas
subsidiaries for reasons
such as:
•
lack of knowledge or
adequate advice;
•
lack of understanding
of relevant legislation
or regulations; or
•
inability to follow
company policy.
Group activities are scrutinised by the
Board, Committees, external auditors
and external assurance provider.
Management is supported by a team of
qualified professionals, including external
advisors and internal compliance and
legal teams. Rigorous tender process in
place for new advisors.
Directors (both PLC and subsidiary)
receive training on their responsibilities.
A Group legislation tracker across
multiple disciplines is maintained.
Compliance team manage areas of
heightened regulatory risk (e.g. bribery)
through flagship policies, processes and
diligent documentation.
In an evolving regulatory
landscape, compliance
with legal requirements
continues to be a key area
of focus. During the year,
our footprint has increased
into new territories by
acquisition, heightening the
need for attention on regional
regulatory obligations. We
have sought external legal
advice as required to ensure
that our suite of contracts,
policies, processes and
training remain appropriate.
After assessment, we have
determined that this risk has
not increased this year.
Reputation
Risk Sponsor(s)
Chief Executive
Officer
Chief Commercial
Officer
Chief Finance
Officer
Chief Marketing
Officer
Failure to protect the
Group’s reputation leading
to a loss of confidence by
our customer base and
the wider public; affecting
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 not
meeting standards or
a leak of confidential
data. Given general
scepticism towards the
market research and
data analytics industry,
reputational damage
could be difficult to
recover from.
In-house editorial team and external PR
advisors actively monitor the media.
Executive management are experienced
in responding to the media.
Retaining of internal and external
communications professionals,
including experts on managing
financial and corporate relations. Media
interactions are handled by designated
spokespeople.
Policies in force to control editorial,
public relations and social media.
Panel team actively monitors panellist
feedback through various media,
including email, on our websites and in
surveys.
Crisis response procedures in place to
respond to reputational events if they
occur.
Escalation of this risk is largely
driven by the increased focus
and scrutiny on the business
this year due to (i) the
transformational acquisition
of CPS, and expectations
to achieve the strategic
outcome of that transaction
and (ii) the revision to the
full year forecast issued
in June 2024. Our existing
reputational management
measures remain in place
and have been assessed as
remaining appropriate for the
business.
Risk & Status
Description
Mitigation
Risk Movement
Strategy
Risk Sponsor(s)
Chief Executive
Officer
Chief Operating
Officer
President – CPS
The key risk areas have
been identified as:
Failure to achieve
projected growth in line
with our annual budget
and/or not meeting
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 resulting
in YouGov’s offering
becoming outdated.
Failure to integrate CPS
and YouGov successfully
and execute agreed
Target Operating Model
("TOM").
The Board regularly assesses progress
against the current long-term strategic
plan and is integral to setting new
strategic plans.
Long-term incentive plans link senior
management remuneration to profit
growth (see the Remuneration Report on
pages 97 to 105).
Senior management focus on developing
and implementing new strategies,
methodologies, technologies, products,
and services.
Robust strategy planning and
progression monitoring processes in
place involving key stakeholders across
the business.
Regular review of Company performance
against market expectations by the
Board. Management meets regularly with
the Company’s brokers to review market
expectations and messaging. Investor
Relations Director handles engagement
with investors.
YouGov is currently
undergoing significant
transformation, driven
by the acquisition of CPS
alongside the first year of a
new long-term strategic plan
growth (SP3) and a new Chief
Executive Officer.
Management-led actions
are underway to mitigate
strategic risks to ensure the
Group navigates through this
period of change effectively
and positions itself for
future success. For detail
on the Group strategy, see
pages 24 to 25.
For detailed discussion on the financial risks facing the Group, see Note 22 on pages 165 to 167.
The Strategic Report is approved by the Board and signed on its behalf by:
Steve Hatch
Chief Executive Officer
5 November 2024
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61
STRATEGIC REPORT
Risk Management and
Principal Risks continued
Key
No change
Increased
Decreased
Governance Report
Chair’s Introduction to Governance
64
Board of Directors
66
Corporate Governance Report
69
QCA Code
76
Nomination Committee Report
78
Audit & Risk Committee Report
81
Directors’ Remuneration Report
88
Remuneration Committee Chair’s Statement
89
Directors’ Remuneration Policy
92
Annual Report on Remuneration
97
Directors’ Report
106
Statement of Directors’ Responsibilities
109
Governance
GOVERNANCE REPORT
63
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62
•
YouGov plc’s 2024 Annual General Meeting
(“AGM”) will take place on 5 December 2024
•
Shareholders are welcome to submit
questions for the Board in advance of the
meeting
•
Read our Notice of AGM on page 181 to 187
On behalf of the Board of Directors of YouGov plc (the “Board”),
I am pleased to present the Corporate Governance Report for the
reported year to 31 July 2024.
Since stepping into the role of Board Chair on 1 August 2023
I have focused on leading the Board and providing continuity and
stability to YouGov as we deliver our third strategic growth plan
under the leadership of our CEO, Steve Hatch.
Throughout the year, YouGov’s governance framework has
evolved to support the business’ continued growth. The Board is
committed to delivering high standards of corporate governance,
commensurate with the size, stage of growth and nature of the
activities of the YouGov Group (the “Group”), to its shareholders
and other stakeholders, including employees, panel members,
customers, suppliers and the wider community.
Our corporate governance framework
YouGov plc (the “Company”) has adopted the QCA Corporate
Governance Code as its benchmark for good corporate
governance practice since 2014. The Board had previously
formally adopted the 2018 edition of the Code (the “QCA Code
2018”) and will report against this version for FY24. An updated
QCA Code was published in 2023 (the “QCA Code 2023”) and this
was formally adopted by the Board with effect from 1 August 2024.
Accordingly, we will report against the QCA Code 2023 in next
year’s annual report.
As Chair, I have oversight of how our corporate governance
processes and procedures meet the requirements of the QCA
Code 2018. While we have chosen not to follow the UK Financial
Reporting Council (the “FRC”) Corporate Governance Code (the
“FRC Code”) – the Board has determined that the QCA Code is
best suited to the size and type of our business – we consider
the principles of the FRC Code in our governance activities
and planning. We note that the FRC published an updated
version of the FRC Code in January 2024, which had limited
changes compared to the 2018 FRC Code, and mainly related to
internal controls.
Our Board meetings have continued to operate in person, and, this
year, we held a Board strategy day in New York in May 2024. This
provided an opportunity to meet with key clients and staff and
was critical in monitoring the implementation of our new strategic
growth plan, with particular focus on the changes presented by
artificial intelligence.
Corporate governance highlights from the year include the following:
•
work undertaken on Board succession planning and
composition leading to the appointment of our new
Non-Executive Director, Deborah Davis;
•
strengthening the composition of our Board Committees.
Deborah Davis was appointed as Chair of the Remuneration
Committee and Shalini Govil-Pai was appointed as an
additional member. Devesh Mishra was appointed as an
additional member of the Audit & Risk Committee;
•
finalisation of the acquisition of GfK’s Consumer Panel
Business (CPS);
•
oversight of the acquisition of KnowledgeHound and Yabble
Throughout the year,
I have focussed on
leading the Board and
providing continuity and
stability to YouGov as we
deliver our third strategic
growth plan.”
Stephan Shakespeare
Chair
•
Board strategy meeting held to support the embedding of
our third strategic growth plan;
•
oversight of cost optimisation and restructure programme
following challenging trading conditions (see the s172
Statement on pages 37 to 39 for more detail); and
•
adoption of the new QCA Code from 1 August 2024.
Our Governance department, led by the Chief Governance
& Compliance Officer and Company Secretary, supports the
Board of Directors to ensure that high standards of corporate
governance and compliance are maintained.
Board composition
Board composition and succession planning has remained a
priority for the Board.
As reported last year, Rosemary Leith stepped down from her
role as Senior Independent Director, and as part of a planned
transition, she resigned from the Board of Directors and as Chair
of the Remuneration Committee with effect from 30 April 2024.
Following a rigorous recruitment process, undertaken with
support from executive search firm Russell Reynolds Associates,
Deborah Davis was appointed to the Board and as Chair of the
Remuneration Committee with effect from 7 June 2024.
In February 2024, Sundip Chahal resigned from his position
as Chief Business Officer and Executive Director due to
personal reasons. I would like to thank Sundip for his extensive
contributions to YouGov since joining the Company in 2005,
both in his roles within the Company, and as an Executive
Director on the Board. Sundip played a central role in leading
and managing the team and has overseen the growth at YouGov
over the years both in his previous role as Chief Operating
Officer and more recently as Chief Business Officer. He also
played an important part in progressing the acquisition of CPS.
As of the date of this report, the Board consists of nine members:
two Executive Directors and six Independent Non-Executive
Directors, plus me as Non-Executive Chair of the Board. The
Non-Executive Directors have a wide range of commercial,
technology, and academic experience (see page 74 for the Board
Skills Matrix) to support YouGov during our growth journey.
For information on the work of the Nomination Committee
during the year, see the Nomination Committee Report on
pages 78 to 80.
Corporate culture
When it was founded, YouGov was a pioneer in online market
research, and we remain at the forefront of innovation in our
industry to this day. A key facet of our corporate culture is
that we retain the ambitious, entrepreneurial spirit that was
formed in YouGov’s early days. This spirit is paired with a
professionalism alongside a corporate structure appropriate
to a company of our size and industry.
Our values – be fast, be fearless, get it right, trust each other,
and respect – are core to the way YouGov operates. We expect
all our staff to represent these values in their day-to-day
activities and we ensure this through training, policies and
setting the tone from the top.
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.
Understanding the views of our colleagues is important to us,
and during the year the Company refreshed it’s approach in
this area by partnering with a specialist firm, Inpulse, to deliver
our annual global employee engagement survey. Additionally,
as part of planning for the integration of GfK CPS and YouGov,
we partnered with FTI Consulting to assess the culture of each
organisation and identify points of alignment and difference.
This has provided us with a greater view of how our colleagues
feel about working conditions, communication and career
development, as well as a strategy for cultural integration of
GfK CPS into the YouGov Group.
Culture continues to be an area of focus for the Board as we
see it as key to the achievement of our corporate objectives. A
strong culture, reinforced by the tone from the top, is particularly
important as we continue to onboard new employees to support
our organic growth and through acquisitions.
External auditors
In FY23, Grant Thornton was selected to replace PwC as
external auditors for FY24, a transition which has gone
smoothly and been overseen by our Audit & Risk Committee.
For more information, see the Audit & Risk Committee Report
on pages 81 to 87.
Stakeholder engagement
Our stakeholders are essential to the delivery of our strategic
growth plan. You can read more on how we have engaged
with our registered Panel Members, employees, shareholders
and other stakeholders during the year on pages 37 to 39
and 71.
Corporate Governance Report
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. A summary of how we
comply with each aspect of the Code is provided on pages
76 and 77.
On behalf of the Board and shareholders, I would like to thank
all our employees for their dedication to YouGov and their
contribution to our ongoing success.
Stephan Shakespeare
Chair
5 November 2024
Notice of AGM
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65
GOVERNANCE REPORT
Chair’s Introduction to Governance
Stephan Shakespeare
Non-Executive Chair
Steve Hatch
Chief Executive Officer
Alex McIntosh
Chief Finance Officer
Nick Prettejohn
Independent Non-Executive and
Senior Independent Director (“SID”)
Ashley Martin
Independent Non-Executive
Director
Andrea Newman
Independent Non-Executive
Director
N
A N R
A N R
N R
Appointment to the Board
Founded YouGov in March 2000
Appointment to the Board
August 2023
Appointment to the Board
December 2017
Appointment to the Board
June 2022
Appointment to the Board
September 2018
Appointment to the Board
December 2017
Stephan co-founded YouGov and
was CEO of the Company from
March 2000 to August 2023. 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
from 2012 to 2013 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. Stephan assumed
the role of Chair on 1 August 2023
upon the retirement of Roger Parry
on 31 July 2023.
Steve was appointed CEO of
YouGov on 1 August 2023. He has
over 30 years’ experience leading
high-growth marketing, media
and technology companies. He
joined Facebook in 2014 as their
first Regional Director for the
UK, overseeing the fundamental
evolution of the platform. In 2016,
Steve became Meta’s Vice President
for Northern Europe, managing all
business operations and strategy
for the region and driving the
introduction of Meta’s e-commerce
products and development of the
company’s insight tools. Prior to
joining Facebook/Meta, Steve spent
15 years at WPP, his final role being
CEO of media agency, MEC, which he
led to become Agency of the Decade
in 2013. Before joining WPP, Steve
worked in strategy roles at Omnicom
and Y&R.
Alex has been with YouGov since
2007. He initially joined YouGov
as Corporate Finance Manager,
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
the UK business from 2015 to 2016.
Alex 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.
Nick is Chair of Reach plc and Chair
of the TSB Banking Group. Nick has
been a Director of Legal and General,
Chair of Brit Insurance and Scottish
Widows and a Non-Executive
Director of the Lloyds Banking Group.
In addition, he has been a Board
member of the Prudential Regulation
Authority and a member of the BBC
Trust. Nick is a Companion of the
Royal Northern College of Music, a
Board member at Opera Ventures
and Chair of the human rights charity,
Prisoners Abroad. Nick assumed the
role of Senior Independent Director
on 1 August 2023.
Ashley is Non-Executive Director and
Chair of the Audit & Risk Committee
at Zegona Communications plc. Until
2018, he served for nine years as
Non-Executive Director and Chair of
the Audit Committee at Rightmove
plc. Ashley has held main board
executive roles at several high-
growth entrepreneurial businesses,
mainly in the technology, media and
communications sector, including
Tempus Group plc, Rok plc and The
Engine Group. He is a Fellow of the
Institute of Chartered Accountants.
Andrea is a seasoned brand
marketeer with over 25 years of
global experience. Most recently,
she was Group Vice President Brand
at Mandarin Oriental Hotel Group,
and, prior to that, she was Global
Head of Brand at HSBC, where she
spent 23 years in various international
marketing roles. In 2021, Andrea
was seconded from HSBC to HRH
the Prince of Wales Sustainable
Markets Initiative as Chief Marketing
and Communications Officer for a
12-month funded placement. Andrea
has lived and worked in the UK, US
and Asia Pacific and has an MA Hons
from the University of Edinburgh.
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GOVERNANCE REPORT
Board of Directors
Key
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee
Chair
Devesh Mishra
Independent Non-Executive
Director
Deborah Davis
Independent Non-Executive
Director
Shalini Govil-Pai
Independent Non-Executive
Director
A N
N R
N R
The Board
Board composition
On 31 July 2024, the Board comprised two Executive Directors,
six Independent Non-Executive Directors, and a Non-Executive
Chair.
The names of the Directors during the year, and up to the date
of signing the financial statements, their biographies and their
respective responsibilities are shown on pages 65 to 68.
Directors’ independence, time commitment
and development
The Board periodically reviews its composition and succession
plans to ensure that new 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: (i) other commitments; (ii) tenure;
and (iii) the personal qualities demonstrated in the boardroom.
Weight is given to how a Director exercises their judgement,
and to the level of engagement and challenge that they
provide in Board and Committee discussions.
Independence is reviewed annually by the Board. Principle
5 of the QCA Code confirms that independence is a Board
judgement. Each of the Non-Executive Directors (excluding
the Non-Executive Chair) is considered by the Board to be
independent. Stephan Shakespeare is not considered to
be independent due to his previous executive role within
the Company. All our Committees are fully or majority
independent.
All Directors are expected to commit sufficient time to their
roles as required. As a minimum, Non-Executive Directors
commit one day per month and the Chair of the Board
commits further time, as required, to appropriately fulfil his
role. In the past year, all Directors demonstrated their ability to
commit sufficient time to their roles and contributed additional
time and support to the acquisitions of GfK’s Consumer Panel
business, Yabble and KnowledgeHound.
All Directors bring their skills and experience to the Board.
Directors are encouraged to keep their skillset up to date and
the Company provides support in this regard where needed.
For example, the Company provides access to external
advisors and externally facilitated courses where appropriate.
For an overview of the skills held by the Board members, see
page 74.
All Directors are required to submit themselves for re-election
at each AGM in accordance with the Company’s Articles of
Association.
Board diversity
Our commitment to diversity and inclusion pervades all
areas of our business, including our boardroom. Board
appointments, recruitment processes and succession plans
promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. The Board has adopted a
policy to meet, and, where possible, exceed, UK corporate
governance recommendations on Board diversity for AIM-
listed companies.
The Board is mindful of the recommendations of the Parker
Review on ethnic minority representation and the FTSE
Women Leaders Review, taking them into consideration when
evaluating Board composition.
In line with rules introduced by the Financial Conduct
Authority (“FCA”) for main market-listed companies, we have
voluntarily disclosed diversity data for the Board and Executive
Management in the charts below. While these requirements
do not apply to YouGov as an AIM-listed company, in keeping
with our transparency and data-driven approach, we have
voluntarily disclosed the Board’s diversity data in accordance
with the FCA requirements.
As at the date of this report, we have exceeded the FCA target
of at least one member of the Board being from an ethnic
minority, with three Board members being from an ethnic
minority background. We have not achieved the FCA target
of 40% of the Board being women, with our Board being
comprised of 33% women. Following last year’s change of
our Senior Independent Director, we have also not met the
FCA target of having a woman in one of the senior positions
on the Board (“senior positions on the Board” being defined
as Chair, Chief Executive Officer (CEO), Senior Independent
Director (SID) and Chief Financial Officer (CFO), in line with
FCA guidance).
The Nomination Committee seeks to attract more women
onto the Board through a combination of targeted succession
planning and the promotion of a culture that actively
celebrates diversity throughout the Company. We have
a strong pipeline of women in senior management roles,
including 30% of the executive leadership group (known as
the Small Group) when Executive Directors are excluded. In
its Board succession planning, the Nomination Committee
considers this talent pipeline, giving focus to ensuring
development opportunities also extend further into the
organisation and identifying those senior leaders with long-
term potential.
Appointment to the Board
February 2023
Appointment to the Board
June 2024
Appointment to the Board
February 2023
Devesh has over 25 years of global
operating leadership experience
across technology, product,
and business operations. He is
an innovative leader who has
transformed enterprise scale
businesses using cutting-edge
platform technologies, AI and
ML. He currently serves as the
President of AI Technology and
Solutions at Keystone, a leading
strategy, economics and technology
services firm that builds and deploys
enterprise-grade algorithms to
transform the way firms compete
in their industries. Devesh spent
16 years at Amazon, where he led
the global supply chain as Vice
President, managing multi-billion-
dollar P&L and operations. He
also implemented cutting-edge
technologies like Machine Learning
and Artificial Intelligence to fully
automate and scale Amazon’s retail
and marketplace businesses. More
recently, Devesh was the Chief
Product and Technology Officer at
Deliveroo, overseeing operations in
over 10 countries. Devesh also holds
an advisory board role at Zero100,
a community-based education
and research platform and advisor
to C-suite executives on digital
transformation initiatives.
Deborah has extensive global
experience in platform business
models, software, fintech, telecoms
and e-commerce businesses.
Deborah is currently Chair of
Diaceutics plc, Chair of the
Remuneration Committee and Non-
Executive Director at International
Personal Finance plc, and Non-
Executive Director at Lloyds Banking
Group Insurance Board and ACD
Companies. Deborah was recently a
Non-Executive Director and Chair of
the Remuneration Committee at both
IDEX Biometrics ASA and the Institute
of Directors in the UK. Deborah is
a trustee of the Southern African
Conservation Trust, and is a Fellow of
the Institute of Directors.
Shalini is a seasoned technology
leader with over 25 years of
experience in defining strategy
and scaling consumer businesses,
globally. She is a trusted advisor to
the C-suite on new product areas,
having delivered bottom-line results
by launching transformative solutions
at Google, YouTube and Pixar. She
is currently General Manager and
Vice President of TV at Google and
is based in the US. Previously, she
served as YouTube’s Senior Director
of Technology Solutions, where
she grew the ecosystem ten-fold
and at Pixar Animation, where she
launched the blockbusters Toy
Story and A Bug’s Life. Shalini holds
a Distinguished Alumni award from
IIT, Bombay and an Outstanding
Engineering Alumni award from
Pennsylvania State University.
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GOVERNANCE REPORT
Board of Directors
continued
Corporate Governance Report
Key
Client
Suppliers and
partners
Shareholders
Media
Panel members
Employees
Community
Environment
Board composition
Board tenure
22%
67%
11%
Executive Directors
Independent
Non-Executive Directors
Non-Executive Chair
56%
33%
0–3 years
3–6 years
6+ years
11%
Board gender
Board ethnic minority
33%
67%
Female
Male
67%
22%
White British or other White
White and Asian
11%
Indian
1
We have defined “Senior positions on the Board” as Chair, Chief Executive Officer (CEO), Senior Independent Director (SID) and Chief Financial Officer
(CFO), in line with FCA guidance.
2 We have defined “Executive Leadership” as the Executive Directors (CEO and CFO) and the functional leaders reporting into the CEO, together known as
the “Small Group”.
3 We have chosen to use the term “ethnic minority” to refer to racial and ethnic groups that are statistical minorities in the UK population. We recognise that
many of these racial and ethnic groups are majorities in the global population. For the purposes of this report, we have made a binary distinction between
white and ethnic minority groups, and we have classified employees with partially white mixed ethnic backgrounds (e.g. Black Caribbean and White, Asian
and White, etc.) under the term “ethnic minority”.
Gender representation
Senior Positions on the Board1
100%
Female
Male
Executive Leadership2
75%
Female
Male
25%
Ethnic minority3 representation
Senior Positions on the Board1
White British or other White
100%
Executive Leadership2
White British or other White
White and Asian
8%
92%
Board Deep Dive Presentations FY24
November 2023
May 2024
June 2024
Topics addressed
•
Platform and Panel Strategy
•
Client Perspective
•
CPS Integration Plan
Topics addressed
•
AI and New Products
•
Technology Infrastructure
•
Client Perspective
Topics addressed
•
Corporate Governance
•
Environmental, Social and
Governance (ESG)
•
CPS Integration Programme
•
Cost Optimisation and
Restructure Programme
Link to stakeholders
Link to stakeholders
Link to stakeholders
Board Meeting
Board Strategy Meeting
Board Deep Dive Presentations
At several times during the year, Board meeting agendas
will include “Deep Dive” presentations on selected topics,
facilitated by internal and external subject matter experts.
Deep Dive topics during FY24 included:
•
CPS Integration Programme
•
ESG & Corporate Governance
•
Platform and Panel Strategy
•
AI and New Products
•
Technology Infrastructure
•
Client Perspectives
•
Presentations from Advisors on relevant
market or topical issues
•
Cost Optimisation and Restructure Programme
Following the Company’s unscheduled update on full
year trading in June 2024, the Board considered the cost
optimisation plan as part of its review and approval of YouGov
Group budget for FY25. For more information on the cost
optimisation programme and how it was considered by the
Board, see the s172 Statement on pages 38 and 39.
Board meeting attendance
Director
Capacity
Meetings
Attended
Stephan Shakespeare
Non-Executive Chair
7/7
Steve Hatch
Executive Director
7/7
Alex McIntosh
Executive Director
7/7
Andrea Newman
Non-Executive Director
7/7
Ashley Martin
Non-Executive Director
7/7
Nick Prettejohn
Non-Executive Director
6/7
Shalini Govil-Pai
Non-Executive Director
6/7
Devesh Mishra
Non-Executive Director
7/7
Deborah Davis1
Non-Executive Director
2/2
Sundip Chahal2
Former Executive Director
2/3
Rosemary Leith3
Former Non-Executive Director
4/4
1
Deborah Davis was appointed on 7 June 2024. She attended the Board strategy meeting in May 2024 and the Board meeting in May 2024 as a guest of the
Chair, as noted in this table.
2 Sundip Chahal stepped down from the Board of Directors on 16 February 2024.
3 Rosemary Leith stepped down from the Board of Directors on 30 April 2024.
For more detail on the Board’s activities during the year,
see pages 64 and 65
Board operation
The Board operates both formally, through Board and
Committee meetings, and informally, through regular contact
among Directors. The Board receives regular information
from management on the Group’s performance. Appropriate
information relating to the agenda for formal Board and
Committee meetings is provided in advance of those
meetings. For an overview of the Board Committees and their
remits, see page 72, and, for information on the work of the
Committees during the year, see pages 78 to 91.
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 those of their connected persons,
on an annual basis (and additionally when there is change).
The Company Secretariat maintain 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 affected by
the Company either: (i) during the current or immediately
preceding the financial year; or (ii) during any earlier financial
year and which remains in any aspect outstanding or
unperformed.
Related parties
The process outlined above, in relation to conflicts of interest,
together with the commissioning of regular share register
analysis, enables the Board to monitor the Group’s related
parties so that any related party transactions may be quickly
identified, and the subsequent compliance obligations ensured.
Board Meeting
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71
GOVERNANCE REPORT
Corporate Governance Report
continued
Board performance review
Each year, the Chair commissions a review of the Board’s performance. The objective of this performance review is to determine
whether the Board is effective in its operation and dynamics. YouGov adopts an approach whereby an internally facilitated review
is carried out on an annual basis, with an independent external review carried out every three years in line with good governance
practice. The review covers individual Director performance, the performance of the Board as a whole, board dynamics and ways
of working.
Internally facilitated performance review
In FY24, the Company Secretariat conducted an internally facilitated review of the performance of the Board and each of its
Committees. Anonymised results were presented to the Board and actions identified. This was a continuation of the internally
facilitated Board performance review conducted the previous year, and the external review conducted by Egon Zehnder in FY22.
A summary of the process is shown in the diagram below.
For the Board’s skills matrix, which was self-assessed as part of Board evaluation, see page 74.
•
Ad-hoc feedback on Board
performance provided to the
Company Secretary and Chair
during the year.
•
Regular progress updates
against the action plan are
provided.
•
Comprehensive questionnaire issued for completion to include
appraisal of the Board as a whole, Committees and individual
Directors. Directors are also asked to consider appraisal of the Chair.
•
Offered an opportunity to have a one-to-one discussion with the
Company Secretary or Deputy Company Secretary to discuss
response and any additional matters.
•
Results of the performance review are collated and analysed by the
Company Secretary. Identified actions are then discussed with the
Chair.
•
Senior Independent Director conducts the annual review of the Chair.
•
Anonymised results and recommendations are presented to
the whole Board for consideration, together with reflections on
recommendations from the previous year’s review.
•
Board approves the actions from the review.
Outcomes of performance review
No material areas of concern were identified by the review, which concluded that the Board and each of its Committees are
operating effectively. Recommendations from the review were approved by the Board and the following actions arising will be
completed during the year ahead:
Area
Recommendation for FY25
Board strategy
Align FY25 Board Deep Dives with the FY25 Company Objectives and Key Results
(“OKRs”).
Board information
Schedule a regular Board Deep Dive into understanding YouGov’s points of difference
and competitor activity. Launch the New Technology Strategy Committee.
Board decision-making
Review the content and timely delivery of Board papers. Develop a more formalised risk
appetite assessment for proposals for the Board to apply when considering M&A.
Board support
Review the annual Board meeting timetable to ensure the cadence of meetings
continues to be in line with the flow of information from the business.
Throughout the year
Board and Committee performance review
Legal and compliance
Matters of regulatory
non-compliance, material
litigation, changes to the
Company’s listing, approval
of key policies such as
share dealing code
Strategy
Overall direction and
strategy of the business,
major changes in
organisational structure,
material acquisition or
disposal of assets
Investor relations
Approval of published
financial results,
resolutions for
general meeting
Succession planning
Changes to structure,
size and composition of
Board on recommendation
from Nomination
Committee
Matters
Reserved for
the Board
Capital expenditure
Changes to capital
structure, approval of
dividend policy,
share buy-back
programmes
Risk management
Monitoring
effectiveness of
internal control systems,
approval of principal
risks disclosure
Corporate governance
Establishment of Board
Committees, approval of the
corporate governance
framework, determining
independence of
Directors
Financial performance
Significant changes to
accounting policies,
approval of Group
budget, review of Group
reforecasts and approval
of Group results
Matters Reserved for the
Nomination Committee
Matters Reserved for the
Audit & Risk Committee
Matters Reserved for the
Remuneration Committee
See page 79
See page 82
See page 104
Advisors
All Directors have access to the Group’s external advisors
and can obtain independent professional advice at the
Group’s expense in performance of their duties as Directors.
Board Committees are authorised to obtain professional
advice on any matter within their Terms of Reference, at the
Group’s expense. Details on advisors used by each Board
Committee can be found on their respective reports. The
Company Secretary is supported on company secretarial
matters by Indigo Independent Governance Limited
(corporate governance and company secretariat advisors),
Inspired plc (environmental reporting consultants), KPMG LLP
(entity management), Marsh (insurance brokers), Deutsche
Numis (Nominated Advisor) (until 14 October 2024) and
Neville Registrars Limited (Registrar). On 15 October 2024,
the Company announced the appointment of J.P. Morgan
Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) as Nominated Advisor.
Contact details for advisors are on page 180.
Matters reserved for the Board
High-level decisions on certain matters are reserved for the
Board and Board Committees (the “Reserved Matters”). During
the year, the Board reviewed and updated the Reserved
Matters for the Board and each Board Committee to ensure
that they remain fit for purpose and are aligned with the
updated QCA Code 2023. Documentation of those matters
specifically reserved for each Committee are contained within
their Terms of Reference and can be downloaded from our
corporate website (corporate.yougov.com/governance).
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
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73
GOVERNANCE REPORT
Corporate Governance Report
continued
Board review of key controls and
procedures
The Board maintains full control and direction over
appropriate strategic, financial, business and compliance
issues and has put in place an organisational structure with
defined lines of responsibility and delegation of authority.
The Board, prior to granting approval, reviews the annual
budget and forecasts. This includes the identification and
assessment of the business risks inherent in the Group as
well as in the data analytics, market research and media
sectors, along with associated financial risks.
The system of internal controls 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.
The current key procedures reviewed by the Board include:
•
a 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 about 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;
•
appraisal and approval of proposed acquisitions by the
Board; and
•
external assurance reviews of key risk areas.
For information on the Audit & Risk Committee’s activities
on internal controls, including the external assurance work
undertaken during the year, see pages 85 to 87.
Board review of key compliance policies
YouGov is committed to conducting its business with honesty
and integrity. We expect all employees, and others who work
at YouGov such as contractors, to maintain high standards.
Our governance framework is underpinned by several key
compliance policies.
Our mandatory governance and compliance curriculum
on YouGov Academy, our learning platform, is focussed
on our Global Code of Conduct & Ethics, which acts as an
umbrella policy to our Company policy suite, while also setting
expectations for compliant and ethical behaviour.
Our key Company policies are reviewed annually and
submitted for Board approval at least once each year. These
policies apply to our global workforce and failure to comply
may result in disciplinary action.
The key Company policies subject to Board approval are:
Global Code of Conduct & Ethics
The Code brings together all our existing Company policies,
as well as codifying our expectations on behaviour, ethical
decision making, communications and speaking up. All
employees complete mandatory training on the Code and are
expected to comply with it.
Group Anti-Bribery Policy
Compliant with the UK Bribery Act 2020, this policy sets out
the measures in place to eliminate bribery and/or corruption
from our companies. The policy includes a procedure for
declaring gifts and hospitality along with guidance on what
constitutes inappropriate gifting/hospitality.
Group Anti-Facilitation of Tax Evasion Policy
Compliant with the UK Criminal Finances Act 2017, the policy
sets out the Company’s zero tolerance approach to tax evasion
and details how employees are expected to act to ensure
no tax evasion takes place. It contains guidance on how to
recognise tax evasion and how to approach tackling it.
Group Share Dealing Policy and Group Restricted
Persons’ Share Dealing Code
Our dealing policies outline how we expect employees to
transact in the dealing of YouGov securities to ensure that
they do not misuse, or put themselves at risk of suspicion of
misusing, information about the Company that is not public.
Our Group Restricted Persons’ Share Dealing Code applies to
Directors, persons discharging management responsibilities
(“PDMRs”) and those employees who have regular access to
insider information.
Group Risk Management Policy and Procedure
To ensure an effective review of corporate risks, the Group Risk
Management Policy and Procedure outlines the process to be
followed each year to create an accurate register of the risks
facing the business. The policy also outlines the approach to
be taken when creating the principal risks for disclosure in the
Annual Report & Accounts (see pages 55 and 56).
Group Whistleblowing Policy
The policy considers the Whistleblowing Arrangements
Code of Practice issued by the British Standards Institute,
guidance by the UK whistleblowing charity Protect, and the
EU Whistleblowing Directive (as it applies to our European
entities). Its purpose is to enable employees, and those who
we work with, to raise concerns about illegal or unethical
conduct in the business. The policy communicates that
confidentiality will be respected, provides guidance on how
concerns can be raised, and provides reassurance that
concerns can be raised without fear of reprisal. A summary
of the policy is available on our corporate website along with
contact details should a third party wish to raise a concern
with us.
Communicating with shareholders
The Executive Directors and the Investor Relations Director
meet regularly with institutional shareholders to discuss the
Group’s performance, as do the Non-Executive Directors from
time to time. At these meetings, the views of institutional
shareholders are canvassed and, subsequently, reported back
to the full Board.
The AGM is available as a forum for communication with
shareholders. Chairs of each Committee attend the AGM to
address any queries about their Committee’s performance
during the year.
Our corporate website (corporate.yougov.com) is a key
channel of engagement with our stakeholders, including
our shareholders. It provides information about compliance,
business announcements, financial results and reporting.
The Investor Relations Director is the key contact for
shareholders and can be reached at investor.relations@
yougov.com. For details on the Company’s approach to
shareholder engagement, see pages 37 to 39.
For more detail on the Board’s activities during the year, see
pages 64 and 65.
Board skills matrix
Board skills matrix1
Accounting/finance
3/9
Change management
4/9
Corporate governance
3/9
C-Suite level experience
8/9
Data analytics
3/9
Environmental, Social &
Governance (ESG)
2/9
High-growth business
6/9
Human resources
2/9
International business
5/9
Legal
1/9
Marketing
5/9
Media
6/9
Mergers & acquisitions
3/9
Operations
3/9
PLC expertise
5/9
Public relations
3/9
Research
3/9
Risk management
4/9
Strategy development
6/9
Technology
5/9
1
The data in this matrix reflects the Board composition as of 5 November
2024. The above skills matrix shows the results of the self-evaluation
conducted as part of the Board performance review described on
page 73.
YouGov plc Annual Report & Accounts 2024
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75
GOVERNANCE REPORT
Corporate Governance Report
continued
The Company has adopted the Quoted Companies Alliance (“QCA’’)
Corporate Governance Code 2018 (the “QCA Code 2018”) as its chosen
corporate governance code for the period ending 31 July 2024.
In this section, we set out a summary of what we have done to comply with the 10 principles of the QCA Code and signpost
where further information can be found in this report.
An updated QCA Code was published in 2023 (the “QCA Code 2023”) and this was formally adopted by the Board with effect
from 1 August 2024. Accordingly, we will report against the QCA Code 2023, on an “apply and explain” basis, in next year’s report.
Principles
How we have complied during the year
Deliver Growth
1
Establish a strategy and
business model that
promotes long-term
value for shareholders
The Board held one strategy meeting and oversaw the implementation of the new
strategic growth plan.
Further information on the Group’s business model and strategy can be found on
pages 16 and 17 and 24 and 25.
2
Seek to understand and
meet shareholder needs
and expectations
The Board and management proactively engaged with shareholders to ensure they
have been kept up to date with developments on strategic planning and governance
expectations.
Further information on how we engage with investors can be found on pages 37 to 39
and 75.
3
Take into account wider
stakeholder and social
responsibilities and
their implications for
long-term success
We continued to deliver on our ESG roadmap. YouGov’s approach to ESG reflects an
understanding of our impact on our stakeholders as per the requirements of S172(1) of
the Companies Act 2006. Our key stakeholders include our Panel Members, employees,
community, clients, suppliers and partners, shareholders, the media and the environment.
Our S172 statement can be found on pages 37 to 39.
4
Embed effective
risk management,
considering both
opportunities and
threats throughout the
organisation
The Board reviewed the Group’s risk management process and management undertook
an exercise to identify and document the Group’s key risks, assess their likelihood and
impact, and identify mitigating actions and associated responsibilities.
Further information on risk management and the role of the Audit & Risk Committee can
be found on pages 55 to 61 and 81 to 87.
Principles
How we have complied during the year
Maintain a dynamic management framework
5
Maintain the board
as a well-functioning,
balanced team led by
the Chair
The Nomination Committee, with support from executive search firm Russell Reynolds
Associates, conducted a rigorous recruitment process to appoint Deborah Davis as a
new Independent Non-Executive Director of the Board and as Chair of the Remuneration
Committee. This followed on from a rigorous assessment in FY23 of the Board’s
composition and the skills, experience, structure and roles that are needed to support the
Company’s next phase of growth.
Further information on Board composition and succession planning can be found on
pages 79 and 80.
6
Ensure that, between
them, the Directors have
the necessary up-to-date
experience, skills and
capabilities
The Board undertook a review of its skills and capabilities as part of the annual Board
performance review.
Further information on the Board’s skills and experience can be found on pages 66 to 68
and 74.
7
Evaluate Board
performance based
on clear and relevant
objectives, seeking
continuous improvement
The Company Secretariat conducted an internally facilitated review of the performance
of the Board and each of its Committees.
Further information on this review can be found on pages 73 and 74.
8
Promote a corporate
culture that is based
on ethical values and
behaviours
The Board continued to monitor corporate culture through regular interaction with senior
management, including the executive leadership team (known as the Small Group), and,
for the Executive Directors in particular, day-to-day contact with colleagues at all levels
throughout the business. Further information on culture can be found on page 65.
9
Maintain governance
structures and processes
that are fit for purpose
and support good
decision making by
the Board
YouGov’s governance framework continued to evolve to support the business’ growth.
The Board is committed to delivering high standards of corporate governance and
is compliant with all principles of the QCA Code. At least half of the YouGov Board is
considered independent, and our Committees are either fully or majority independent.
Further information on our governance structures can be found on page 72.
Build trust
10 Communicate how the
Company is governed
and is performing by
maintaining a dialogue
with shareholders
and other relevant
stakeholders
The Company maintained a regular and ongoing level of communication with
shareholders and other stakeholders. Our corporate website also contains information
that is useful to shareholders and interested parties.
Further information on our communications with stakeholders can be found on
pages 37 to 39.
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GOVERNANCE REPORT
QCA Code
Main areas of responsibility
•
Composition of Board and Board Committees
•
Succession planning for Board and Committee roles
•
Effectiveness of Directors
Members
The Committee comprises entirely Non-Executive Directors.
Committee
Member
Role
Meetings
Attended
Stephan Shakespeare
Chair
2/2
Rosemary Leith1
Former Member
2/2
Andrea Newman
Member
2/2
Ashley Martin
Member
2/2
Nick Prettejohn
Member
2/2
Shalini Govil-Pai
Member
2/2
Devesh Mishra
Member
2/2
Deborah Davis2
Member
0/0
1
Rosemary Leith stepped down from the Board of Directors on
30 April 2024.
2 Deborah Davis was appointed as a Member of the Committee on
7 June 2024.
Dear shareholder
I am pleased to present to you the report of the Nomination
Committee (the “Committee”) for the year ended 31 July 2024.
Areas of responsibility
The Committee is responsible for:
•
identifying the talent, skills, diversity and experience
required for the next stage in the Group’s development;
•
keeping close watch on succession planning and possible
internal candidates for future Board roles; and
•
assisting the Board Chair (or, where appropriate, the Senior
Independent Director), in assessing the effectiveness
of each Director, and taking steps to remove any
underperforming Director.
In fulfilling its role, the Committee considers the outcome of
any Board performance review.
The Committee oversees
the Board’s succession
plan, which during the year
included the appointment
of a new Chair of the
Remuneration Committee.”
Committee Composition
Stephan
Shakespeare
Chair
Devesh
Mishra
Member
Deborah
Davis
Member
Andrea
Newman
Member
Shalini
Govil-Pai
Member
Nick
Prettejohn
Member
Ashley
Martin
Member
2
Nomination Committee meetings held
Stephan
Shakespeare
Chair, Nomination
Committee
Membership and attendance at meetings
On 1 August 2023, I took over as Non-Executive Chair and
Chair of the Nomination Committee from Roger Parry,
following his resignation from the Board. The Committee
comprises the Board’s Non-Executive Directors. We were
delighted to welcome Deborah Davis who joined the
Committee in June this year.
The Company Secretary attends meetings as Secretary to
the Committee and, by invitation of the Chair, meetings
are attended by the Chief Executive Officer and external
professional advisors for all, or part of, any meeting as and
when appropriate and necessary.
Terms of reference and reserved matters
The Committee operates within the parameters of its Terms
of Reference agreed by the Board and reviewed in June 2024.
The Board has formally delegated certain matters to the
Committee, including Board succession planning, which are
considered reserved matters.
Terms of Reference and reserved matters for the Committee
are available on the Company’s corporate website
(corporate.yougov.com/governance).
Advisors
Following a tender process, Russell Reynolds Associates
was appointed to support with the recruitment of a Non-
Executive Director, who would also become the Chair of the
Remuneration Committee. Russell Reynolds Associates is a
leading executive search and leadership advisory firm. The
Committee is satisfied that Russell Reynolds Associates has
no connection to the Company other than supporting this
recruitment process.
Activities during the year
Changes to Board composition
The Committee worked with Russell Reynolds Associates to
identify and select suitable Non-Executive candidates to fill
Rosemary Leith’s position on the Board of Directors and as
Chair of the Remuneration Committee.
Following a thorough selection process, we were joined
by Deborah Davis as Non-Executive Director in June 2024.
Deborah’s extensive global experience in platform business
models, software, fintech, telecoms and e-commerce
businesses will bring hugely valuable and relevant skills to
YouGov to support our strategic growth plan.
Board independence
While the Board has adopted the QCA Code as its chosen
corporate governance code, we are mindful of the FRC’s UK
Corporate Governance Code. The Committee acknowledges
the UK Corporate Governance Code’s recommendation that a
Chief Executive Officer should not routinely go on to become
Chair of the same company. We also recognise that this
was a concern shared by a small number of the Company’s
shareholders during our engagement with them as part
of this process in FY23. At the heart of the feedback was a
focus on the requirements for the Board to have sufficient
independence to carry out its duties appropriately, and
sufficient delineation between the role of the Chair and the
role of the CEO.
The Committee is cognisant of the potential challenges of a
founder CEO moving to Non-Executive Chair. As such, in 2023
the Board put in place protocols and support structures to
support this move. This includes:
•
detailed role specifications for the CEO and
Non-Executive Chair;
•
a charter detailing the distinction between the CEO
(with executive powers) and Non-Executive Chair roles; and
•
appointment of an experienced Senior Independent
Director with experience of this transition.
As reported last year, Nick Prettejohn assumed the role
of Senior Independent Director from Rosemary Leith on
1 August 2023. Nick is an experienced Non-Executive and
Executive Director, including as Non-Executive Chair of a
UK Main Market-listed company. In a prior role, Nick made
the successful transition from Executive to Non-Executive
Chair and is, therefore, well placed to provide advice on
this transition. Nick remains independently available to
shareholders to discuss governance matters.
Director induction
A detailed, tailored induction was created for Deborah Davis,
including one-to-one meetings with the Non-Executive Chair,
the Senior Independent Director, the existing Non-Executive
Directors, the Executive team, the Company Secretary, the
Chief HR Officer, and our remuneration advisors, Korn Ferry.
Our other advisors (Russell Reynolds Associates and Deutsche
Numis) and the Company Secretariat provided briefings on
the key duties of being a Director of an AIM-listed business.
As part of her induction and training, Deborah also attended
the Board’s strategy offsite meeting in New York as an
observer (pre-appointment) and a meeting of the Audit & Risk
Committee as a guest (post-appointment), which enabled her
to meet senior management and commercial leaders across
the YouGov Group. Deborah was also provided with a detailed
induction pack via the Board’s secure portal, containing
relevant information on YouGov business, its purpose, culture
and history and strategic plans. We continue to monitor and
enhance our Board’s induction programme.
YouGov plc Annual Report & Accounts 2024
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79
GOVERNANCE REPORT
Nomination Committee Report
Leadership roles
During the year, the Company’s leadership team composition
has been reviewed and strengthened. With effect from
16 February 2024, Sundip Chahal resigned from his role of
Chief Business Officer and his role from the Board. In August
2023, Lynda Vivian succeeded Sundip Chahal in the role of
Chief Operating Officer. In January 2024, Tom Fisher was
promoted to the role of Chief Commercial Officer. The new
role of Chief Product Officer was created, with Marc Ryan
taking up the position shortly after the end of the reporting
year in September 2024.
Board composition outcome
As of the date of this report, the Board consists of nine
members: two Executive Directors and six Independent Non-
Executive Directors, plus one Non-Executive Chair. The Board
Committee memberships are as noted on pages 66 to 68.
As Non-Executive Chair, Stephan is not regarded as an
Independent Non-Executive given his background in the
Company; however, the full Board consists of a majority of
Independent Directors. Additionally, all Board Committees
consist of majority Independent Non-Executive Directors with
the Audit & Risk Committee and Remuneration Committee
continuing to consist entirely of Independent Non-Executive
Directors.
Board performance review
This year’s Board performance review process was carried out
internally by our Company Secretariat. Read more about the
Board performance review process on page 73.
Committee effectiveness
The aforementioned internally facilitated Board performance
review included a review of the performance of this
Committee, and it concluded that the Committee performs
effectively (read more about the Board performance review
process on page 73).
Conclusion
We welcome feedback from shareholders on our report and
there will be an opportunity to ask me questions about the
activities of the Committee at our 2024 AGM.
Stephan Shakespeare
Chair, Nomination Committee
5 November 2024
Main areas of responsibility
Oversight of the governance of:
•
the Group’s financial reporting;
•
the relationship with the external auditors and the external
audit process; and
•
the systems of internal control, risk management and
related assurance processes.
Members
The Committee comprises entirely independent Non-
Executive Directors:
Committee
Member
Role
Meetings
Attended
Ashley Martin
Chair
4/4
Rosemary Leith1
Former Member
3/3
Devesh Mishra2
Member
4/4
Nick Prettejohn
Member
4/4
1
Rosemary Leith stepped down from the Board of Directors on
30 April 2024.
2 Devesh Mishra was appointed as member of the Committee on
10 October 2023. He attended one meeting held prior to his appointment
at the invitation of the Chair.
The following Directors attended meetings during the year at
the request of the Chair:
Director
Role
Meetings
Attended
Alex McIntosh
Guest
4/4
Committee Composition
Ashley
Martin
Chair
Devesh
Mishra
Member
Nick
Prettejohn
Member
4
Audit & Risk Committee meetings held
Ashley Martin
Chair, Audit & Risk
Committee
Following the significant
acquisition of CPS during
FY24, the Committee has
reassessed its assurance
programme and decided
to establish a fully internal
audit function in FY25.”
YouGov plc Annual Report & Accounts 2024
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81
GOVERNANCE REPORT
Nomination Committee Report
continued
Audit & Risk Committee Report
Dear shareholder
I am pleased to present to you the report of the Audit & Risk
Committee (the “Committee”) for the year ended 31 July 2024.
This report provides an overview as to how the Committee
operates, its activities during the year and its role in ensuring
the integrity of the Group’s published financial information and
the effectiveness of its risk management and internal control
processes.
The Committee is a key part of the governance framework
to which the Board has delegated oversight of the following
matters:
Financial reporting
•
Monitoring the integrity of the financial statements
including reviewing critical accounting judgments and
estimates.
•
Advising the Board as to whether the Annual Report
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
performance, strategy and business model of the Group.
Relationship with external auditors and the
external audit process
•
Reviewing the independence and objectivity of the
external auditors.
•
Agreeing the audit strategy and assessing the
effectiveness of the external audit process.
•
Reviewing reports from the external auditors relating to the
financial statements and internal control systems.
•
Making recommendations to the Board in respect of the
external auditors’ appointment and remuneration.
Systems of internal control, risk management and
related assurance processes
•
Reviewing the effectiveness of YouGov’s internal control
processes.
•
Reviewing the output from the bi-annual risk management
process and ensuring mitigating actions are monitored and
implemented.
•
Monitoring the activities and reviewing the effectiveness of
the outsourced provider of assurance services.
•
Regularly reviewing the need for an internal audit function.
As Committee Chair, I report to the Board on the activities
of the Committee and on any matters in respect of which is
considered that action or improvement is needed and makes
recommendations as to the steps to be taken. The Board has
access to the Committee’s papers and meeting minutes.
Membership and meeting attendance
Devesh Mishra joined the Committee in October 2023
ahead of Rosemary Leith’s resignation from the Committee
in April 2024. The Committee currently comprises three
Non-Executive Directors including the Committee Chair.
Meeting attendance during the year is set out above.
The Committee is satisfied that the Chair has recent and
relevant financial experience. For information about the Chair’s
experience, see the biography on page 67.
The Deputy Company Secretary attends meetings as
Secretary to the Committee. The Chief Finance Officer (“CFO”),
Group Financial Controller and Company Secretary also attend
meetings at the invitation of the Chair, together with other
subject matter experts and external advisors, including the
outsourced assurance function partner. The external audit
partner and audit director attend all Committee meetings.
The Chair meets regularly with the external auditors outside
of Committee meetings and separately with the CFO and
other members of the wider finance team and the assurance
function team. The Committee schedules time to receive the
views of the external auditors and the outsourced assurance
function partner without management being present.
Terms of Reference and reserved matters
The Committee operates within the parameters of Terms of
Reference agreed by the Board and reviewed in June 2024.
The Board has formally delegated matters to the Committee
which are considered reserved matters. The terms of reference
were updated during the year to document responsibilities in
accordance with the QCA Code, including the Committee’s
responsibility over emerging risks.
The Terms of Reference and reserved matters for the
Committee are available on the Company’s corporate website
(corporate.yougov.com/governance).
Activities during the year
Financial reporting
We reviewed the content of the half-year results
announcement and the 2024 Annual Report & Accounts. The
Committee does this by considering, among other things, the
accounting policies and practices adopted by the Group; the
application of applicable reporting standards and compliance
with broader governance requirements; papers detailing the
approach taken by management to the key judgemental areas
of reporting; and the comments of the external auditors on
management’s chosen approach.
The Committee also considered significant issues including
Group materiality, whether the business remains a going
concern and whether the Annual Report & Accounts give a fair,
balanced and understandable view of the Group’s affairs for
the year in question.
Judgement items
Committee review
Accounting for acquisitions
During FY24, the Company
acquired two businesses. As
announced in July 2023, and
completed in January 2024,
YouGov acquired GfK SE’s
Consumer Panel Services (“CPS”)
division for a total consideration
of €315m. In January 2024,
YouGov acquired Vyzion, Inc
(“KnowledgeHound”) for a total
consideration of USD $8.1m.
Management obtained advice
from KPMG on the purchase
price allocation for both
acquisitions. Management has
also invested in the establishment
of an Integration Management
Office (“IMO”) to manage the
integration and Transitional
Services Agreement (“TSA”)-exit
programme for CPS.
Purchase Price Allocation
The Committee reviewed the process for Purchase Price Allocation (“PPA”) for both
acquisitions. Having reviewed management’s approach and the resulting accounting treatment
of the goodwill and intangible assets, the Committee is satisfied that the approach adopted in
the financial statements is reasonable and fairly represents the underlying transactions.
CPS:
KPMG was engaged by the Company to support on PPA for this acquisition.
The Committee considered the Indicative IFRS3 Purchase Price Allocation report prepared
by KPMG showing how the purchase price had been allocated against the assets and
liabilities in the opening balance sheet.
The following material Intangible assets had been valued in the opening balance sheet:
•
Goodwill – £163.8m
•
Customer Relationships – £135.7m
•
Panel Asset – £11.6m
•
Order Backlog – £10.0m
Management discussed with the Committee the methodology that was applied to
determine the Useful Economic Life (“UEL”) of each of the above Intangible Assets. The
Committee agreed the UEL determinations were reasonable based on comparable
companies in the market research sector.
The Committee considered the impact of the step-up consideration due to the seller
(GfK SE) which relates to German tax neutrality. The resultant impact is a recognition
of acquisition consideration liability of £7.2m and a reduction in deferred tax liability of
£7.2m. The Sale and Purchase Agreement included a contribution of €8.6m from the seller
towards the costs of integration and the resources required to operate CPS as a carved-out
business and we challenged how this had been treated.
KnowledgeHound:
The value of the business has been primarily a split between Goodwill and Software, and
intangible assets have been valued in the opening balance sheet as follows:
•
Goodwill – £2.8m
•
Software – £3.1m
Alignment of Accounting Policies
Management assessed the differences between the accounting policies of YouGov and
GfK SE. While both entities report under IFRS, differences were noted in the areas of panel
acquisition and panel capitalisation costs. The CPS Panel asset has historically had an
indefinite life, however to align with YouGov, CPS is now recognised with a UEL of 5 years.
Management also noted differences in how CPS accounted for revenue from CPS Panel
Surveys. GfK SE recognised revenue on the expected delivery date rather than the date
of actual delivery. It was agreed that CPS would move to actual delivery to align with
the YouGov policy. The Committee is satisfied that this change results in more accurate
revenue recognition as per IFRS 15.
Following the acquisition completion, the other CPS accounting policies have been aligned
to YouGov policy.
Integration Programme
The IMO maintains a risk register for the CPS integration programme which covers risks
relevant to each of the 12 integration workstreams. Regular updates on the integration
programme, including progress against objectives and key current and emerging risks, are
provided to the full Board and the Committee is satisfied that the integration programme is
being well managed. For more information, see the Separately Reported Items section below.
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Judgement items
Committee review
Capitalisation of internally
generated assets
The Company has a large team
of developers creating and
developing software products.
The Company capitalises the
costs incurred in enhancing the
Company’s proprietary global
panel (the “Panel”), whether into
new geographies, demographics,
or target panellists.
There is considerable judgement
in determining whether the
costs incurred meet the criteria
required for capitalisation under
IAS 38.
Software Development
The Committee reviewed the process for distinguishing expenditure between
enhancement and maintenance. We examined the different products created to ensure
each met the criteria set out in IAS 38. We also assessed the timing of when newly
developed products were brought into use in order to commence amortisation.
The Committee also considered whether previously capitalised software assets were still
creating value for the Group and that a three-year amortisation was still appropriate.
Panel Enhancement
The Committee considered that the Panel is separately identifiable under the control of
YouGov and delivers future economic benefits as required by IAS 38.
We reviewed how the asset had been enhanced (territories and demographics) to satisfy
ourselves that the costs incurred were not advertising, but, specifically, acquisition costs
of new panellists. We noted YouGov is in line with the practice adopted in this area by
several global competitors.
We considered the average tenure of panellists to ensure our amortisation policy was
appropriate to reflect the useful life of the asset. We updated the definition of the UEL
during the year and adjusted the assumptions appropriately to exclude bad actors and
other anomalies.
During the year, management reviewed the policy on the UEL of mature panels and the
Committee agrees with management’s conclusion that the existing policy of three years
remains appropriate.
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. While historical
data can indicate trends and
behaviours, it is not a definite
indicator of the future.
The Committee reviewed the provision for panel incentives across the Group, the
consistency with prior years, the redemption rates and the discount factor applied when
recording the costs of panel incentives issued. We remain satisfied that the approach
taken by management in assessment of the panel incentive provision (including CPS) is
appropriately robust.
Goodwill impairment
There is significant judgement
and estimation in determining
whether goodwill is impaired
under IAS 36.
This includes the components
feeding into the value-in-use
calculations, including forecast
results, discount rate, growth
rates and allocation of assets to
cash-generating units (“CGUs”).
The Committee reviewed the reasonableness of the forecasts used. We challenged the
discount rates and growth rates used in the forecasts and considered the allocation
of assets and liabilities to CGUs. We also considered the impact of sensitivities to the
assumptions and whether there were any further impairment risks. In this analysis, we
took into consideration the reduction in the Group’s market capitalisation compared to
the prior year.
Following the acquisition of CPS, the Committee reviewed the key CGU assessment tests
for concluding that CPS was a CGU in its own right, and agreed with the allocation of
goodwill to the CGUs.
The Committee discussed with the Company’s external auditors, Grant Thornton,
the assumptions used and the sensitivities applied. The Committee considers that
the approach by management is appropriate and prudent and results in adequate
impairment headroom.
Judgement items
Committee review
Revenue recognition
The Company recognises
revenue in accordance with the
provisions of IFRS 15: Revenue
from Contracts with Customers.
For projects completed over
a period of time, the revenue
recognised is based on a series of
milestones that reflect stages of
delivery. Revenue is apportioned
to these milestones based on
the percentage of resources
dedicated to completing the
tasks.
There is significant judgement
in determining the proportion of
the total revenue each of these
milestones should represent.
The Committee reviewed the calculation behind the milestone percentage estimates. We
considered the rationale behind allocation of costs between tasks and were satisfied that
the classifications were appropriate.
During the year, the revenue recognition policies of the acquired and existing business
were reviewed and harmonised. As a result, changes were made to the classification of
certain revenue streams from point in time to over time. We agreed that these changes
are appropriate for our expanded business.
We challenged management on the controls and procedures in place to ensure revenue
was appropriately recognised and that accrued income was fairly stated. We noted
that the Finance team in CenX leads a process to obtain evidence of project delivery to
ensure revenue is recognised at the point of client delivery.
We also reviewed the Grant Thornton audit procedures for this area and concurred with
their proposed approach.
We are satisfied that each project represents a single performance obligation, and that,
therefore, the percentage complete method is the correct method for determining
revenue recognised.
Separately reported items
As a result of the acquisitions
made during the year, and
the Cost Optimisation and
Restructure Programme
announced towards the end of
the year, the Committee has been
required to ensure separately
reported items are identified and
disclosed in accordance with the
Group’s policy.
The Committee reviewed the costs incurred from acquisitions and the CPS integration
programme, as well as the costs expected to be incurred from the Cost Optimisation
and Restructure Programme. The Committee is satisfied that management has ensured
separately reported items are one off in nature and meet the criteria set out in the group’s
accounting policy.
For costs incurred by the CPS integration programme, those which are either wholly
attributable costs or are incremental in nature have been categorised as separately
reported. The Committee is satisfied that management has properly identified those
costs.
The presentation of separately reported items has been updated to include amortisation
costs of acquired customer relationships and order backlog intangible assets following
the acquisition of CPS. The Committee is satisfied that excluding acquired customer
relationship and order backlog amortisation from adjusted operating profit provides a
more consistent basis to compare growth from organic and acquired segments and is in
line with most competitors.
Management also presented a sensitivity analysis on the goodwill balances in the group
and the Committee agreed with management’s conclusion to write off the goodwill for
MENA and that it was appropriate to include this in separately reported items.
Risk review
The Board has delegated primary responsibility for oversight
and scrutiny of the Group’s risk management processes to the
Committee. During the year, the Committee received updates
from the business on the progress of the risk management
evaluation and mitigating actions, including approval of the
Company’s climate risk register, culminating in our review of
the updated Group Risk Register at our June meeting.
The Committee is satisfied that the risk review process is
sufficiently rigorous.
For information on the risk review activities during the year, see
pages 55 to 61.
Controls assurance and internal audit
Along with the Committee’s oversight of the annual risk
review process, the Committee has assessed and ratified
the effectiveness of internal controls operating during
the year, and has also monitored the implementation of
improvement measures.
We were, however, disappointed to learn of a loss arising from
a social engineering scam as set out in the CFO’s Report. We
note such incidents have become more prevalent in global
business in recent years. Despite our Deep Dive sessions and
employee education programmes on phishing awareness
and data privacy and security, we still suffered a regrettable
loss, albeit one that did not involve a breach of our systems or
data. Following an exhaustive investigation, the Committee is
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satisfied the necessary actions, and increased controls have
been implemented to prevent such incidents in future (see
below for examples of how the internal controls framework
was strengthened during the year). We will continue to monitor
the Company’s loss prevention controls, and training and
awareness programmes, to ensure they remain robust as the
external risk landscape continues to evolve.
We have continued to engage the services of KPMG to
provide an outsourced function for the assurance of internal
systems and controls during the year. KPMG was engaged
to commence several assurance review projects in FY24
including New Joiner Inductions, Leaver Controls, Panel
Controls Effectiveness, and a post-acquisition review of the
acquisition and integration of LINK Marketing Services AG into
the YouGov Group. Additionally, KPMG commenced a follow-
up review of key actions identified in prior review projects to
ensure that controls implemented as a result of their reviews
were operating effectively.
The KPMG Engagement Partner attends all Committee
meetings to present reports, provide updates on actions and
advise on other matters that arise. We explain how the KPMG
assurance reviews map to the Principal Risks on page 56.
In 2024, we retained our ISO 27001 information security
management systems certification. We were pleased to
maintain this globally recognised standard as it reinforces our
commitment to the security of our clients’ data. An internal
audit resource specifically for information security is in post, in
the form of one Information Security Auditor. During the year,
BSI Group verified that the internal auditor for ISO 27001 was
adequately qualified and that the 2023/24 audits were effective.
Aside from internal audits for ISO 27001 compliance and
the KPMG assurance projects, the accounting functions
controls were subject to periodic internal review by senior
management and reported to the Committee.
As required by the QCA Code, the Committee has reviewed
the need for an internal audit function within the business.
KPMG also provided support in the form of a discussion
document for the Committee relating to establishing such a
function. With the acquisition of GfK CPS, it was determined
at the March 2024 Audit & Risk Committee meeting that the
business was now of sufficient size and complexity to warrant
an in-house internal audit function in FY25. Recruitment for
the newly created role of Head of Internal Audit has now
been completed and an experienced candidate will join the
Company in November 2024. A small team will be recruited
thereafter. We will continue to maintain access to the KPMG
assurance function for undertaking projects that require
specialist knowledge.
The existing framework of internal controls was strengthened
this year by the addition of:
•
Mandatory training: There has been continued focus
on the completion of mandatory compliance training,
resulting in a completion rate of 98% (excluding CPS) at
the end of FY24.
•
Banking Migration project: Updates were reported to the
Committee at each meeting.
•
Board composition: A new Non-Executive Director with
strong credentials and experience (Deborah Davis) was
appointed to the Board in June 2024.
•
Finance department strengthening: The new roles of Head
of Financial Planning and Analysis and Group Financial
Controller were created and filled during the year.
•
Key financial controls: A new monthly evidencing process
is in place.
•
Integration: The CPS acquisition has created an
opportunity, as part of the integration programme, to
optimise our financial systems and processes for the
enlarged Group. This work will continue into FY25 as we
transfer certain business processes currently delivered
by the seller through Transitional Service Agreements to
YouGov’s management.
Deep Dives
Throughout the year the Committee undertakes “Deep Dives”
on selected topics, facilitated by internal or external subject
matter experts. The following Deep Dives were presented to
the Committee during the year:
•
Cyber phishing education programme
•
General financial controls update
Additionally, the full Board received Deep Dives on the CPS
acquisition integration programme and further topics as noted
on page 71.
Compliance policies
YouGov’s key compliance policies are updated each year to
ensure they remain fit for purpose in our growing business.
The Committee formally approved the annual review of these
policies in June 2024. Read more about our key compliance
policies on pages 75 and 176.
External audit tender
As reported in last year’s Annual Report & Accounts, in
FY23 the Committee took the decision to undertake an
external audit tender and recommended the appointment
of Grant Thornton for the financial year ending 31 July 2024.
A resolution to appoint Grant Thornton as auditor of the
Group from FY24, and a resolution to authorise the Directors
to determine the remuneration of the auditor was put to
shareholders at the Company’s 2023 AGM and was duly
passed.
External audit engagement
The Committee is primarily responsible for overseeing the
relationship with, and the performance of, the external
auditors, Grant Thornton, who are engaged to conduct an
external statutory audit on the annual financial statements and
express an opinion thereon.
A half-year review was undertaken by the external auditors
ahead of the first full year-end audit in 2024. The Committee
considered and approved the scope of the half-year review,
which was a high-level review for the purpose of assisting
the Company in determining whether its half-yearly financial
report for the six-month period ended 31 January 2024 had
been prepared in accordance with International Accounting
Standard (IAS) 34 ‘Interim Financial Reporting’.
As part of the audit process, the Committee reviewed the
scope of the external audit proposed by Grant Thornton
which is used to verify the information contained in the
financial statements. We reviewed the reports provided to
the Committee by Grant Thornton, outlining the audit work
performed and conclusions reached on key risk areas and
on the disclosures in the Annual Report & Accounts. The
Committee agreed with the key risk areas identified by the
external auditors.
The Committee approved the external auditors’ terms of
engagement and approved audit fees for the year ended
31 July 2024 of £1.3m. Audit fees paid to PwC for its audit in
FY23 were £1.0m.
Auditor independence
The Committee also undertook a formal assessment of the
auditors’ independence, including:
•
assessment of provision of any non-audit services to
the Group;
•
discussion with the auditors of a written report detailing
their relationships with the Group and any other parties
that could affect the 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.
Effectiveness of external auditors
The Committee attaches great importance to ensuring that
the external audit is both effective and of high quality. The
external audit for FY23 was PwC’s last year as the Company’s
external auditor. The Committee received and discussed high-
level feedback at their meeting of 28 November 2023 on the
effectiveness of the year-end audit process.
While PwC has now resigned as the Company’s auditor and
this year’s audit has been carried out by Grant Thornton, the
Finance and Company Secretariat teams took the opportunity
to review and reflect on the FY23 audit to identify areas of
success and challenge and potential learning for the FY24
audit, and relevant actions were identified and allocated.
Non-audit services
YouGov plc is considered an “Other Entity of Public Interest”
under the Ethical Standard for Auditors issued by the Financial
Reporting Council in December 2019. The Company does not
engage its external auditors for non-audit services without
permission from the Committee and the audit partner.
There is clear delineation between the external audit team
and advisors, ensuring that external auditors retain their
independence. An analysis of fees paid to the external audit
firm in respect of both audit and non-audit services provided
during the year are set out in Note 2 on page 145. The only
non-audit service provided was in relation to the interim review
as described above.
Policy on external auditors’ rotation
As an AIM-listed company, YouGov is not obligated to comply
with the auditor rotation requirements for companies as set
out in the Statutory Auditors and Third Country Auditors
(Amendment) (EU Exit) Regulations 2019. In keeping with best
practice, it is Committee policy for the audit partner to be
rotated every five years. There are no contractual restrictions
on our choice of external auditors.
Committee effectiveness
An internally facilitated Board performance review included a
review of the performance of the Committee, and it concluded
that the Committee performs effectively (read more about the
Board performance review process on page 73).
Looking ahead to FY25
The Committee’s key activities proposed for the financial year
ending 31 July 2025 include:
•
monitor the ongoing progress of the integration of CPS
into the YouGov Group;
•
oversee the continued strengthening of our financial
controls, including automation of certain controls to
improve efficiency;
•
oversee the continued improvement and simplification of
our forecasting and budgeting processes;
•
consider the provisions of the FRC Corporate Governance
Code coming into effect on 1 January 2025, where
applicable to YouGov and relevant to the Committee’s
activities;
•
receive and participate in Deep Dives into areas of
significance for the Committee, including the Company’s
principal risks; and
•
oversee the establishment of the in-house internal audit
function and the development of a new internal audit plan.
We welcome feedback from shareholders on our report and
there will be an opportunity to ask me questions about the
activities of the Committee at our 2024 AGM.
Ashley Martin
Chair, Audit & Risk Committee
5 November 2024
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Main areas of responsibility
•
Set the Remuneration Policy for Executive Directors and
agree their specific remuneration packages.
•
Monitor, and make recommendations on, the remuneration
strategy for senior management (including the Senior
Leadership Team) and wider workforce.
•
Design share incentive plans.
Members
Our Remuneration Committee comprises entirely Independent
Non-Executive Directors:
Committee
Member
Role
Meetings
Attended
Deborah Davis1
Chair (part of the year)
1/1
Rosemary Leith2
Chair (part of the year)
4/4
Ashley Martin
Member
5/5
Andrea Newman
Member
5/5
Nick Prettejohn
Member
5/5
Shalini Govil-Pai3
Member
4/4
1
Deborah Davis was appointed to the Board and as Chair of the
Committee on 7 June 2024.
2 Rosemary Leith stepped down from the Board and from the Committee
on 30 April 2024.
3 Shalini Govil-Pai was appointed as a Member of the Committee on
10 October 2023.
The following Directors attended meetings during the year at
the request of the Chair:
Director
Role
Meetings
Attended
Steve Hatch (CEO)
Guest
5/5
Alex McIntosh (CFO)
Guest
3/3
Jump ahead to specific sections of the Directors’
Remuneration Report:
Section
Pages
Directors’ Remuneration Policy
92 to 96
Annual Report on Remuneration
97 to 105
Committee Composition
Deborah
Davis
Chair
Ashley
Martin
Member
Shalini
Govil-Pai
Member
Nick
Prettejohn
Member
Andrea
Newman
Member
5
Remuneration Committee meetings held
Deborah Davis
Chair, Remuneration
Committee
FY24 was a transformational
year for YouGov as the
business embarked on
its third strategic growth
plan. To support this, the
Committee approved the
new Long Term Incentive
Plan 2023 to incentivise key
management in the delivery
of our long-term objectives.”
Statement from the Chair of the
Remuneration Committee
Dear shareholder
I am pleased to present to you the Directors’ Remuneration
Report for the year ended 31 July 2024 (FY24). I became Chair
of the Remuneration Committee following my appointment
to the YouGov Board in June, replacing Rosemary Leith, who
stepped down from the Board earlier in the year. I would like to
thank Rosemary for her excellent leadership of the Committee
over many years.
This report includes:
•
this introductory statement, in which I explain the key
activities of the Remuneration Committee in FY24 and our
plans for FY25;
•
the Directors’ Remuneration Policy, as approved by
shareholders at the AGM in December 2023, which sets the
overall framework for pay to Directors and the individual
components of Directors’ pay packages; and
•
the Annual Report on Remuneration, which includes full
details of the payments received by Directors in respect of
FY24 and all the necessary supporting information.
The year under review
FY24 was a transformational year for YouGov as the business
embarked on its third strategic growth plan, focussed on
driving greater usage of the YouGov Platform, the further
development of syndicated data products, the growth
of custom research capabilities and targeting greenfield
opportunities. The acquisition of GfK’s Consumer Panel
business during the year represented a step change in the
size of the business, with the addition of multiple offices and
panels across a wide number of European markets.
FY24 was also the first year under new leadership, with Steve
Hatch becoming CEO at the start of the financial year in place
of Stephan Shakespeare, who stepped into the role of Non-
Executive Chair.
In last year’s report, Rosemary explained the considerable
amount of work undertaken to align executive remuneration
with the new strategic growth plan and with the Board
changes. Central to this was the development of a new equity
plan, the Long-Term Incentive Plan 2023 (“LTIP 2023”), which
was approved by shareholders at last year’s AGM with a 98%
vote in favour. The key features of this plan and of the other
main elements of the approach to remuneration during the
year are set out in this report.
There was further change in the executive leadership during
FY24 with Sundip Chahal (Chief Business Officer) stepping
down from the Board and leaving YouGov. Steve Hatch and
Alex McIntosh (Chief Finance Officer) are now the only two
Executive Directors on the Board.
Remuneration for FY24
Base salary
Steve Hatch was appointed on a base salary of £450,000,
as disclosed last year. The salaries of Alex McIntosh and
Sundip Chahal were reviewed and amended with effect
from October 2023, with both Executives’ salaries aligned at
£325,000, for the reasons set out in last year’s report.
Annual bonus outcome
The annual bonus scheme for FY24 had a similar structure
to the prior year, with the Executive Directors capable of
earning a bonus of up to 150% of base salary. Performance
was assessed against financial and non-financial targets. The
financial measure was adjusted operating profit for the Group
excluding acquisitions completed in the year (i.e. CPS and
KnowledgeHound) which again applied to 80% of the total
bonus. The remaining 20% was based on non-financial targets,
with three quarters of this amount (15%) subject to a series of
joint objectives linked to key strategic goals for the year. The
final 5% was based on individual ESG targets for each Director.
Based on the adjusted operating profit for the established
YouGov business (the Group excluding CPS and
KnowledgeHound) of £29.2m reported for FY24, the threshold
level required for the payment of any bonus to the Executive
Directors was not met. Accordingly, although certain
non-financial targets were achieved, no Director received
a bonus for FY24.
The full performance targets for the bonus can be found on
pages 98 and 99.
Vesting of the LTIP 2019
As explained in last year’s report, the Long-Term Incentive
Plan 2019 (“LTIP 2019”) vested at a level of 74% during FY24
following the performance test over the four-year period
ended 31 July 2023. The Executive Directors who were
participants during the plan period (including Stephan
Shakespeare) are required to retain the vested shares (either
on an unexercised or net of tax basis) for at least one year after
the first anniversary of vesting.
The LTIP 2019 was a special incentive arrangement covering a
multi-year period. There are no further in-flight awards under
this plan, and no LTIP awards are scheduled to vest based on
performance measured up to the end of FY24 or FY25.
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Directors’ Remuneration Report
Remuneration Committee Chair’s Statement
Grant of awards under LTIP 2023
The LTIP 2023, as approved by shareholders at the AGM
in December 2023, has a market-standard structure with
features similar to those in place at many other large UK-listed
companies. Under the plan, Executive Directors and selected
other senior executives receive annual grants of performance
shares. These shares vest after three years subject to the
achievement of specific performance targets.
The first grant under the LTIP 2023 was made in December
2023. As set out in last year’s report, the awards were made
at a level of 275% of base salary for Steve Hatch and 150% of
base salary for the other Executive Directors. Three-quarters
of the award will vest based on the achievement of adjusted
basic EPS targets as assessed over the three-year period
ending 31 July 2026. The vesting of the remaining quarter
of the award depends on the satisfaction of targets linked
to Americas revenue growth, customer NPS and employee
engagement. These targets were published on the YouGov
website ahead of the 2023 AGM and can also be found on
page 100 of this report. The Committee is satisfied that these
targets are stretching but achievable.
The LTIP 2023 operates alongside a minimum shareholding
requirement, which was introduced as part of the Directors’
Remuneration Policy approved in 2023. Each Executive
Director is expected to build a minimum holding in YouGov
shares equivalent in value to 200% of their base salary.
Implementation of the Remuneration Policy
for FY25
The Remuneration Policy as approved by shareholders in 2023
will continue to apply for FY25. Details of how the Committee
intends to implement the Policy are set out below.
Base salary
Annual salary increases across the YouGov Group are due
to be communicated at the end of November 2024, to be
effective from 1 November 2024. As at the date of signing off
this report, the Committee had not yet finalised its decision
on salary increases for the Executive Directors. It is anticipated
that any increase for the Executive Directors will be no higher
than the average inflationary increase applied to YouGov’s UK
workforce and would also be effective from 1 November 2024.
Full details of any salary increases will be disclosed in next
year’s report.
Annual bonus plan
For FY25, the structure of the annual bonus scheme will be
unchanged. The Executive Directors will have the opportunity
to earn up to a maximum of 150% of base salary. Stretching
targets linked to adjusted operating profit will apply to 80%
of the total bonus; the remaining 20% will again be subject to
the achievement of joint strategic goals as well as individual
objectives linked to specific areas of responsibility for each
Director. The targets are currently considered commercially
sensitive and will be disclosed in full in next year’s report.
New awards under the LTIP 2023
The Committee intends to make another annual grant of
awards under the LTIP 2023 following the publication of the
financial results for FY24. Details of the performance share
awards to be granted to the Executive Directors, including the
performance conditions applicable and the level approved by
the Committee, will be publicly announced when approved
by the Committee. Among other things, the Committee will
take into account the share price level at the time of grant
when determining the appropriate grant size. Performance
share awards will also be granted to a number of other senior
executives within the Group.
The awards will vest subject to performance conditions to be
met over the three-year period ending 31 July 2027. In line with
the Remuneration Policy, financial measures will comprise
a majority weighting for the award. However, as at the date
of this report, the Committee had not finalised its decisions
regarding the specific metrics and targets to apply. We intend
to publish full details when approved.
Performance against the targets will be formally tested after
the end of the financial year ending 31 July 2027. In addition
to assessing the formulaic outcome of the targets, prior to
vesting, the Remuneration Committee must be satisfied that
the outcome is consistent with the overall performance of the
business over the vesting period as well as the shareholder
and wider stakeholder experience.
The Executive Directors will be required to hold any vested
shares for a further two-year period after vesting (other than
any shares required to be sold to pay tax).
In line with the design of the LTIP, some participants below
Board and senior executive level receive restricted shares
rather than performance shares. A further grant of restricted
shares will be made to this participant group during FY25.
Remuneration arrangements for
Sundip Chahal
Sundip Chahal stepped down from the Board on 16 February
2024. Full details of the payments made to him in connection
with his departure are set out on page 98. In brief, he received
a payment in lieu of notice equivalent to three months’ basic
salary and travel allowance plus a statutory end-of-service
gratuity payment in line with the entitlements under his UAE
employment contract and UAE employment law. The UAE
statutory end-of-service gratuity provision is analogous to
a pension provision for the relevant period of employment.
He did not receive any separate payments for loss of office.
He was not eligible for a bonus for FY24 and his outstanding
award under the LTIP 2023 lapsed.
Workforce remuneration practices
The Committee takes seriously its responsibility to monitor and
review remuneration practices across the wider workforce.
Each Committee meeting includes a standing agenda item to
understand and discuss relevant workforce developments. As
part of this process, the Chief HR Officer attends Committee
meetings to provide updates on employee engagement and
sentiment, the annual performance management process,
recruitment and retention patterns across the Group, and
workforce diversity and inclusion initiatives.
YouGov aims to provide attractive remuneration packages
across all levels of the Group, recognising that the business
operates in competitive markets for talent. In addition to
fixed remuneration, bonus schemes are in place across the
organisation to incentivise employees to deliver exceptional
levels of performance. Participation in the LTIP 2023 extends
beyond the Executive Directors, with a small number of senior
below-Board executives receiving performance shares with the
same conditions as the Directors. Others participating in the
plan receive awards of restricted shares, which vest after three
years, subject to continued employment.
Remuneration disclosures and
AGM approvals
As an AIM-listed company, YouGov is not required to comply
with the remuneration reporting requirements for Main Market
companies. However, the Committee has an approach of
full transparency on executive remuneration matters and,
therefore, remains committed to making disclosures to the
degree appropriate to the size of our business. Accordingly,
certain disclosures in this report reflect requirements of the
Main Market regulations and have been included voluntarily by
the Committee.
We are also committed to providing shareholders with direct
votes on remuneration matters, despite this not being a
requirement for AIM companies. At the AGM to be held in
December 2024, we will again provide shareholders with an
advisory vote on the Annual Report on Remuneration, in line
with our historic practice. As you will recall, at last year’s AGM
we also provided shareholders with separate votes on the
Directors’ Remuneration Policy and the LTIP 2023, thus aligning
with the legal requirements for Main Market companies.
Conclusion
We welcome feedback from shareholders on any aspect of
our approach to Directors’ remuneration and there will be an
opportunity to ask me questions about the activities of the
Committee at the AGM in December. I look forward to your
ongoing support.
i
Deborah Davis
Chair, Remuneration Committee
5 November 2024
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Directors’ Remuneration Report
Remuneration Committee Chair’s Statement continued
This section of the report sets out the Remuneration Policy for YouGov’s Executive Directors and Non-Executive Directors.
The Policy applied with effect from 1 August 2023 and was formally approved by shareholders at the AGM on 7 December 2023.
The Remuneration Committee expects the Policy to apply for three years, with the next vote on the Policy taking place in 2026.
Executive Directors’ Remuneration Policy
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 Committee seeks to offer a competitive remuneration structure to maintain the high calibre of its
Executive Directors. The Committee believes that maintaining the Group’s business growth and profit record requires an overall
compensation policy with a strong performance-related element, reflecting both Company and personal performance. Incentive
schemes have been adopted that assess performance over both short-term and long-term periods.
The table below sets out the key elements of the Policy as it applies to the Executive Directors.
Purpose and link
to strategy
Maximum opportunity
Operation
Performance framework
Base salary
Provides a core level of
reward for the completion of
Executive Directors’ duties,
set at a level that allows us to
attract and retain employees
of the calibre required to drive
the Company’s success.
There is no maximum salary
limit. When considering
salary levels, the Committee
will consider the specific
nature and responsibilities
of the role at YouGov, the
capabilities and experience
of the individual, as well as
pay levels in relevant talent
markets.
The Committee’s policy is
to review salaries annually.
Base salary for each
Director is determined by
the Committee considering
the performance of the
individual as well as external
peer-group benchmarking
data. Salary increases will,
generally, be awarded in line
with increases applicable
to the wider workforce;
however, the Committee
may exercise discretion to
vary the amount awarded
based on merit, market data,
changes in individual roles
or responsibilities, or other
relevant factors.
Not applicable.
Pension
Provides Executive Directors
with long-term savings for
their future.
UK Executive Directors are
eligible for the standard
Company pension
contributions (or equivalent
cash payments in lieu)
available to the wider UK
workforce (currently up to 5%
of base salary).
Outside of the UK, the
Company will comply with
statutory requirements where
applicable.
Where applicable, payments
are made directly to a
nominated pension scheme
or, if payments are made
in cash, they are delivered
monthly through payroll
or shortly after leaving
employment.
Not applicable.
Purpose and link
to strategy
Maximum opportunity
Operation
Performance framework
Other benefits
Provision of benefits in line
with local market practice to
ensure an appropriate and
competitive package.
There is no defined maximum
value for benefits, but the
Committee will consider the
aggregate value of any such
benefits when determining
what should be offered.
Executive Directors are
eligible for a range of
benefits, including private
healthcare and any other
benefit deemed appropriate
by the Committee. Any
reasonable business-related
expenses may be reimbursed,
including any taxes payable
thereon if determined to be a
taxable benefit.
Not applicable.
Annual bonus
The annual bonus plan is
focussed on the achievement
of the Group’s short-term
objectives and complements
the LTIP (which is focussed on
long-term objectives).
The bonus plan for the
reporting year was linked
specifically to Group adjusted
operating profit performance,
one of the Group’s key
performance indicators (see
page 28) as well as certain
non-financial and personal
performance targets.
Executive Directors are
eligible for a maximum bonus
of 150% of base salary per
annum. The Committee
determines an appropriate
award size each year within
this parameter.
Bonuses are paid in cash each
year after the publication
of the audited financial
statements of the Group.
Bonuses are subject to
clawback provisions such that
payments can be recovered
in the event of certain specific
circumstances.
The Remuneration Committee
chooses performance
measures and specific bonus
targets each year linked to the
Group’s short-term goals and
objectives. The Committee’s
policy is that financial
measures will always have
a majority weighting in the
bonus plan.
For FY25, the bonus plan
will have the same overall
structure as FY24, i.e. 80%
of the bonus opportunity
will be payable subject to
adjusted operating profit
targets and the remaining
20% will be payable subject
to non-financial and personal
performance targets.
The Committee has overall
discretion to adjust the
formulaic bonus outcome
in cases where it is not
considered to be a fair
reflection of the underlying
performance of the
business or the experience
of shareholders or other
stakeholders.
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Directors’ Remuneration Report
Directors’ Remuneration Policy
Purpose and link
to strategy
Maximum opportunity
Operation
Performance framework
Long-Term Incentive Plan 2023 (“LTIP 2023”)
The LTIP aligns the interests
of management with those
of shareholders through
the provision of equity
incentives that are linked to
the long-term performance
of the Group.
Executive Directors can
receive annual awards over
shares with a face value at
grant of up to 300% of base
salary.
Awards for FY25 will be
announced when approved
by the Committee later in
the year.
Awards of shares vest
after three years, subject
to continued employment
and the satisfaction of
performance targets over a
three-year period.
Executive Directors are
required to hold any vested
shares for a further two years
after vesting (other than any
shares required to be sold to
pay tax).
Awards are subject to malus
and clawback provisions
such that payments
can be recovered in the
event of certain specific
circumstances including
fraud, gross misconduct, the
misstatement of financial
results and/or reputational
damage to the Company. The
clawback provisions apply
for up to two years from the
vesting date.
The Remuneration Committee
chooses performance targets
for each annual award prior
to the date of grant. Targets
will be linked to the long-term
strategic priorities of the
Group. Financial measures will
always comprise a majority
weighting for each award.
The structure of performance
conditions is such that
threshold levels of
performance will normally
lead to a vesting level of
no more than 25% of the
maximum award.
For the LTIP award to be
made in FY25, performance
conditions will be announced
when approved by the
Committee.
The Committee has overall
discretion to adjust the
formulaic LTIP outcome
in cases where it is not
considered to be a fair
reflection of the underlying
performance of the
business or the experience
of shareholders or other
stakeholders.
Minimum shareholding requirements
The Remuneration Committee has agreed that the Executive Directors should build a minimum holding in YouGov shares
equivalent in value to 200% of their base salary. Until the requirement is met, Executive Directors will be required to retain a
minimum of 50% of the after tax number of share awards that vest under the LTIP 2023.
Remuneration for new Executive Directors
Any new Executive Directors will be appointed on remuneration packages that are consistent with the terms of the Remuneration
Policy as set out in the table above.
The Remuneration Committee reserves the right to set the base salary of a new recruit at a lower level than normal for the role
until they become fully established in their post. Future salary increases may be higher than normal, subject to development in
role and ongoing performance.
The Committee has the discretion to determine appropriate performance conditions for the incentives awarded to a new Director
who joins part way through a financial year.
Service contracts
The Committee’s policy is that Executive Directors will be appointed on service contracts with a notice period of no more than
12 months. The table below summarises key details in respect of each Director’s service contract.
Executive Directors
Title
Contract execution date
Notice period
Steve Hatch
Chief Executive Officer
13 April 2023
6 months
Alex McIntosh
Chief Finance Officer
21 March 2018
6 months
Payments for loss of office
The remuneration implications of the termination of an Executive Director’s contract will reflect the terms of the service contract,
the rules of the relevant incentive schemes and the circumstances of departure. A summary of the general position is set
out below.
Where a departing Executive Director is deemed to be a “good leaver” (e.g. departure through ill health, disability, retirement,
redundancy, or as agreed by the Remuneration Committee and the Board), fixed remuneration will normally continue to be paid
during the notice period. Alternatively, a payment in lieu of notice may be made. A good leaver would normally be entitled to an
annual bonus payment, subject to achievement of the agreed performance conditions. The payment would normally be made
at the normal payment date and pro-rated to reflect the period of service during the relevant financial year. Under the LTIP 2023,
unvested awards held by a good leaver will continue until the normal vesting date. The awards vest subject to achievement of
the agreed performance conditions and would then, normally, be pro-rated to reflect the period of service between the date of
grant and the date of termination of employment. The Remuneration Committee has the discretion under the plan rules to take a
different approach if considered appropriate in the circumstances.
Where a departing Executive Director is not considered to be a good leaver, there would normally be no entitlement to an annual
bonus payment, and all unvested LTIP awards would lapse.
Legacy arrangements
Pre-existing incentive arrangements for employees promoted to the Board as Executive Directors will normally continue in line
with their pre-agreed terms.
Non-Executive Directors’ Remuneration Policy
The Remuneration Committee is responsible for setting the remuneration of the Board Chair. The remuneration of the other
Non-Executive Directors is a matter reserved for the whole Board. The Board Chair and the other Non-Executive Directors may
elect to receive fees for their services, part paid in shares.
Purpose and link to
strategy
Maximum opportunity
Operation
Performance framework
Fees
Supports recruitment and
retention of Non-Executive
Directors with the required
skills and experience to lead
the Company.
The Board believes that
ownership of the Company’s
shares by the Non-Executive
Directors helps to align their
interests with those of the
Company’s shareholders,
hence a proportion of the
fees can be paid in shares.
Fee levels are reviewed
annually.
Aggregate fees are subject
to the limit of £800,000
as set out in the Articles of
Association.
Fees are set at a level that
facilitates the attraction and
retention of high-calibre Non-
Executive Directors to the Board
and take into consideration the
amount of time and level of
involvement required for the
Directors to carry out their duties.
Fees are paid in cash, although
Non-Executive Directors are
offered the opportunity to receive
a proportion of their fees in shares.
New shares are issued to the
Non-Executive Directors on an
annual basis.
Not applicable.
New Non-Executive Directors will be remunerated in line with the table as set out above.
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Directors’ Remuneration Policy continued
Letters of appointment
The Board Chair and the Non-Executive Directors serve under letters of appointment. The Directors are appointed for an initial
term of three years, terminable by either the Director or by the Company on 30 days’ notice. Details of the letters of appointment
of the current Non-Executive Directors are set out below.
Non-Executive Directors
Title
Contract execution date
Notice period
Stephan Shakespeare
Non-Executive Chair
28 July 2023
30 days
Andrea Newman
Non-Executive Director
6 December 2017
30 days
Ashley Martin
Non-Executive Director
1 September 2018
30 days
Nick Prettejohn
Non-Executive Director
13 June 2022
30 days
Shalini Govil-Pai
Non-Executive Director
22 February 2023
30 days
Devesh Mishra
Non-Executive Director
22 February 2023
30 days
Deborah Davis
Non-Executive Director
6 June 2024
30 days
Wider workforce remuneration policy
All employees are entitled to base salary and benefits. Additionally, employees may be eligible for an annual cash bonus
opportunity linked to pre-determined targets or objectives – which may or may not be discretionary – or a commission plan in
some roles.
The Committee has delegated to the Executive Directors the responsibility for setting remuneration levels for the wider workforce.
The approach taken is broadly aligned with that of the Executive Directors’ Remuneration Policy, with remuneration set at levels
that enables us to attract and retain employees of the calibre necessary to drive the Company’s success.
Design of the Company’s share incentive plans remains a matter reserved for the Committee, including the approval of award
grants and vesting. When designing share incentive plans, the Committee takes into consideration the attraction and retention of
high-performing employees who will participate in the plans. The LTIP 2023 was designed with an overall participant population
in line with the approach taken at other listed companies of a similar size to YouGov. Under the plan, a small number of senior
leaders receive performance shares on the same basis as Executive Directors (albeit with smaller award levels). Other participants
receive grants of restricted shares, which will vest subject to continued employment.
The Committee receives regular updates about workforce remuneration-related projects, such as pay gap reports, the annual pay
review process and employee perceptions of remuneration. When reviewing the UK pay gap information report each year, the
Committee also receives global pay gap analysis to ensure that the focus remains on our pay gaps, globally, and not only in those
jurisdictions in which statutory reporting is required.
This report provides details of Directors’ remuneration during the financial year to 31 July 2024. The report is unaudited,
except where stated. This is not a remuneration report as defined by company law.
Directors’ Remuneration (audited)
Directors’ remuneration in aggregate for the year ended 31 July 2024 (with the prior year comparative) was as follows:
Name
Year
Salary/
Fees
£
Taxable
Benefits
£
Annual
Bonus
£
LTIP
£
Pension
£
Total
£
Total Fixed
Remuneration
£
Total Variable
Remuneration
£
Executive Directors
Steve Hatch 1, 4i
FY24
450,000
2,233
–
–
22,500
474,733
474,733
–
FY23
–
–
–
–
–
–
–
–
Alex McIntosh 2, 4ii, 5
FY24
318,153
12,265
–
–
15,908
346,326
346,326
–
FY23
282,100
2,190 140,540
1,283,135
14,105
1,722,070
298,395
1,423,675
Sundip Chahal 3, 4iii, 5, 6
FY24
247,266
46,967
–
–
30,663 324,896
324,896
–
FY23
320,076
54,956
128,686
1,643,135
33,478
2,180,331
408,510
1,771,821
Non-Executive Directors
Stephan Shakespeare5,7 FY24
110,000
–
–
–
–
110,000
110,000
–
FY23
336,952
33,436
131,856 3,560,990
2,457 4,065,691
372,845
3,692,846
Rosemary Leith8
FY24
42,750
–
–
–
–
42,750
42,750
–
FY23
60,000
–
–
–
–
60,000
60,000
–
Ashley Martin8
FY24
57,000
–
–
–
–
57,000
57,000
–
FY23
57,000
–
–
–
–
57,000
57,000
–
Andrea Newman8
FY24
50,000
–
–
–
–
50,000
50,000
–
FY23
50,000
–
–
–
–
50,000
50,000
–
Deborah Davis8
FY24
6,085
–
–
–
–
6,085
6,085
–
FY23
–
–
–
–
–
–
–
–
Nick Prettejohn8
FY24
60,000
–
–
–
–
60,000
60,000
–
FY23
60,000
–
–
–
–
60,000
60,000
–
Shalini Govil-Pai8
FY24
50,000
–
–
–
–
50,000
50,000
–
FY23
29,853
–
–
–
–
29,853
29,853
–
Devesh Mishra8
FY24
50,000
–
–
–
–
50,000
50,000
–
FY23
29,853
–
–
–
–
29,853
29,853
–
1
Steve Hatch was appointed on 1 August 2023 on a base salary of GBP 450,000.
2 Alex McIntosh’s base salary was increased by 14.5% to GBP 325,000 with effect from 1 October 2023, as explained in last year’s Directors’ Remuneration
Report.
3 Sundip Chahal’s base salary was increased by 3.6% to AED 1,481,675 with effect from 1 October 2023. He stepped down from the Board on
16 February 2024. He was paid 100% in AED. For this report, remuneration paid to Sundip Chahal during the year has been translated into GBP at a rate
of 1 GBP:4.6247 AED, being the average exchange rate during the reporting period.
4 The taxable benefits received by the Executive Directors during the year consisted of the following:
i Private healthcare.
ii Private healthcare, childcare vouchers and family travel allowance. The Remuneration Committee approved the introduction of this travel allowance
during the year in recognition of the CFO’s regular international travel and absence from the UK, in particular in support of YouGov’s objective of growing
in the US.
iii Private healthcare, travel and visa allowances and dependants’ school fees.
5 LTIP value reported for FY23 relates to the value of the LTIP 2019, which vested at 74% based on performance as measured up to 31 July 2023. The value
has been restated from that disclosed last year to reflect the share price on the date of vesting, 31 October 2023 (£8.50 per share).
6 The pension amount for Sundip Chahal formed part of the statutory end-of-service gratuity payment which is described on page 98.
7 Stephan Shakespeare was formerly CEO until his appointment as Non-Executive Chair on 1 August 2023.
8 Non-Executive Directors are paid 100% in GBP and receive a proportion of their annual fee in shares in line with the Non-Executive Directors’ Remuneration
Policy. The Ordinary Shares granted in lieu of cash during the year are shown on page 103. Non-Executive Directors’ fees are detailed on page 103.
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Directors’ Remuneration Report
Directors’ Remuneration Policy continued
Directors’ Remuneration Report
Annual Report on Remuneration
Payments for external appointments
No Executive Director received any remuneration in the year in respect of external non-executive appointments.
Payments to former Director
Sundip Chahal stepped down from the Board on 16 February 2024. He was paid his salary and benefits for the period up to and
including this date, and received a payment in lieu of notice equivalent to three months’ basic salary and travel allowance, in line
with his contractual entitlements. Consistent with his UAE employment contract and UAE employment law, he also received an
end-of-service gratuity payment of AED 1,612,083 (GBP 348,580, at an average exchange rate during the period of 1 GBP:4.6247
AED) reflecting his service from 2009 to 2024. This is a statutory entitlement payable as a lump sum amount after leaving
employment in the UAE, the size of which is linked to length of service and acts an exit benefit analogous to a retirement benefit
arrangement. He also received a payment for accrued but untaken annual leave during the 2024 financial year and a payment of
£1,000 in respect of legal costs.
Sundip Chahal did not receive any separate payments for loss of office. He was not eligible for a bonus for the 2024 financial year
and his award under the LTIP 2023 (granted in December 2023) lapsed.
Executive Directors’ Remuneration
Annual bonus performance outcome
The FY24 annual bonus scheme again operated on the basis of 80% being subject to adjusted operating profit targets and the
remaining 20% being subject to key non-financial and individual targets specific to each Executive Director.
The payment of any bonus was conditional on achievement of the threshold level of adjusted operating profit for the year. As this
threshold level was not met, no bonuses were payable to the Executive Directors for FY24 performance.
Financial target (80% weighting)
This element of the bonus scheme was based on adjusted operating profit performance. The Committee agreed the following
targets for the bonus. The targets were set early in the financial year and excluded the impact of the acquisition of GfK’s
Consumer Panel business, which completed mid-way through the financial year in January 2024.
Performance
measure
Outturn
Adjusted
operating profit1
for the Group
(excl. recent
acquisitions)
FY24 (£m)
Bonus
payable as %
of base salary
Threshold
£43.2m
0%
Intermediate target
£48.6m
60%
Target
£54.0m
80%
Maximum (cap)
£67.5m
120%
Actual achieved
£29.2m
0%
1
Defined in the explanation of non-IFRS measures on pages 35 and 36. For the purpose of the Executive Directors’ bonus plan, the operating profit target
excludes the acquisitions completed in the year (CPS and KnowledgeHound), and operating profit is also determined after all workforce bonuses have
been charged and the calculation has been signed off by the Audit & Risk Committee.
Non-financial and individual targets (20% weighting)
This element of the bonus scheme included a number of joint commercial and strategic objectives for all Executive Directors
(representing 15% of the 20% weighting) and individual ESG objectives specific to each Director (representing the remaining
5%). Although there was near full achievement of these objectives, this did not result in a bonus payment in light of the threshold
adjusted operating profit target not being met.
The joint objectives are set out below.
Objectives
Weight
Achievements
Score
•
Grow engagement and size of the YouGov
global panel, by increasing the number of
activities completed by the panel
5%
•
Global panel activities up 21%
•
US panel activities up 60%
3%
•
As an initial step in introducing Artificial
Intelligence (AI) capabilities into our product
suite, launch an AI-based qual product as an
extension to YouGov BrandIndex
5%
•
YouGov AI Qual Explorer launched in Q2 FY24
5%
•
To reinforce the culture of compliance and
high performance, achieve full compliance
with the Company’s performance
management tool
5%
•
92% objective setting compliance achieved
•
88% performance review compliance achieved
4.5%
The individual ESG targets are set out below.
Objectives
Weight
Achievements
Score
Steve Hatch (Chief Executive Officer)
Launch and champion YouGov’s neutrality policy,
to ensure all employees are cognizant of the
importance of neutrality in our research and
editorial outputs
5%
•
YouGov research and editorial neutrality policy
launched (described on page 46)
•
96% completion rate for the training module
achieved
5%
Alex McIntosh (Chief Finance Officer)
Promote diverse recruitment practices by ensuring
a strong foundation of D&I data collection, to
support the setting of diversity targets in FY25
5%
•
Two ‘Count Me In’ employee diversity
campaigns run (for more information on these
campaigns, see our ESG Report at
corporate.yougov.com/esg)
•
New applicant tracking system launched
5%
Sundip Chahal (former Chief Business Officer)
Ensure the consideration of ESG factors in M&A by
integrating them into acquisition assessment and
integration programmes
5%
N/A1
N/A1
1
As Sundip Chahal was not eligible for a bonus following his departure from the Board during the year, performance against this target was not assessed.
Grants under the LTIP 2023
The LTIP 2023 was approved by shareholders at the AGM in December 2023. Under the plan, Executive Directors are granted
awards of performance shares on an annual basis. The shares vest after three years subject to the achievement of specific
performance targets.
The first award under the LTIP 2023 was granted in December 2023. Awards to the Executive Directors are set out below.
Date of
grant
Basis of
award
Face value of
award1
No. of awards
granted
Type of award
Vesting date
Steve Hatch
14 Dec 2023
275% of salary
£1,237,500
122,767
Nil–cost options
14 Dec 2026
Alex McIntosh
14 Dec 2023
150% of salary
£487,500
48,363
Nil–cost options
14 Dec 2026
Sundip Chahal
14 Dec 2023
150% of salary
AED 2,222,513
47,7502
Nil–cost options
N/A2
1
The face value was calculated on the basis of the average five-day closing share price from 7 – 13 December 2023 of £10.08.
2 Sundip Chahal’s award lapsed following his departure from the Board during the year.
The awards will vest subject to performance over the three-year period ending 31 July 2026. The specific performance conditions
include a mix of financial and non-financial measures, as set out overleaf.
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GOVERNANCE REPORT
Directors’ Remuneration Report
Annual Report on Remuneration continued
EPS is a key measure of YouGov’s financial performance over the longer term. Americas revenue growth will reward the extent
to which the management team can drive growth in this critically important region. The use of Customer NPS and employee
engagement as additional measures ensures that management has a focus on broader indicators of business success.
For each measure there is a target range from threshold (25% vesting) to maximum (100% vesting), with straight-line vesting for
performance between threshold and maximum.
Group EPS growth (75% weighting)
3-year adjusted basic EPS (CAGR)
% of award vesting
Below 17.5%
Nil
17.5%
25%
Between 17.5% and 27.5%
Pro-rata between 25% and 100%
27.5% or above
100%
Americas revenue growth (10% weighting)
3-year growth in Americas revenue (CAGR)
% of award vesting
Below 16%
Nil
16%
25%
Between 16% and 20%
Pro-rata between 25% and 100%
20% or above
100%
Customer NPS (10% weighting)
3-year Customer NPS score improvement (CAGR)
% of award vesting
Below 7%
Nil
7%
25%
Between 7% and 12%
Pro-rata between 25% and 100%
12% or above
100%
Employee engagement (5% weighting)
This measure involves the assessment of changes to the scores received on certain statements in the annual employee
engagement survey. Each statement is assessed independently.
Change in mean scores for each employee engagement
survey statement over the 3-year period
% of award vesting
Below 0%
Nil
0%
25%
Between 0% and 5%
Pro-rata between 25% and 100%
5% or above
100%
Performance against the targets above will be formally tested after the end of the financial year ending 31 July 2026. In addition
to assessing the formulaic outcome of the above performance targets, prior to vesting, the Remuneration Committee must
be satisfied that the outcome is consistent with the overall performance of the business over the vesting period as well as the
shareholder and wider stakeholder experience.
The Executive Directors will be required to hold any vested shares for a further two-year period after vesting (other than any
shares required to be sold to pay tax).
Vesting of LTIP 2019 awards
Prior to the introduction of the LTIP 2023, long-term incentives were provided under the LTIP 2019, a plan introduced in 2019 as
part of the FYP2 strategic plan. The vesting of awards under the LTIP 2019 was subject to the achievement of targets based on
compound annual growth in adjusted basic EPS over the four-year period ended 31 July 2023. As disclosed in last year’s report,
there was partial achievement of the targets, resulting in a vesting level of 74%. Full details of the LTIP 2019 awards for each
Executive Director and the performance achieved can be found in last year’s report.
The vesting date for the LTIP 2019 awards was 31 October 2023. The Executive Directors who participated in the plan (including
Stephan Shakespeare, who was CEO until 31 July 2023) are required to retain the vested shares (either on an unexercised or net of
tax basis) for at least one year after the first anniversary of vesting.
Share options
The following unexercised nil cost options over shares were held by Executive Directors as of 31 July 2024:
Plan
Date of
grant
Earliest
exercise
date
Expiry
date
Number
at 31 July
2023
Awarded
in year
Exercised
in year
Lapsed in
year
Number
at 31 July
2024
Steve Hatch
LTIP 2023
14-Dec-23
14-Dec-26
14-Dec-33
–
122,767
–
–
122,767
Total
–
122,767
–
–
122,767
Alex McIntosh
LTIP 2014
09-Dec-15
14-Oct-19
08-Dec-25
68,003
–
10,200
–
57,803
LTIP 2014
17-Nov-16
14-Oct-19
16-Nov-26
86,486
–
–
–
86,486
LTIP 2014
12-Dec-17
14-Oct-19
11-Dec-27
86,487
–
–
–
86,487
LTIP 2014
03-Apr-18
14-Oct-19
11-Dec-27
191,291
–
–
–
191,291
LTIP 2019
30-Oct-20
31-Oct-23
29-Oct-30
68,918
–
–
17,919
50,999
LTIP 2019
12-Nov-21
31-Oct-23
11-Nov-31
68,918
–
–
17,919
50,999
LTIP 2019
27-Oct-22
31-Oct-23
27-Oct-32
66,161
–
–
17,202
48,959
LTIP 2023
14-Dec-23
14-Dec-26
14-Dec-33
–
48,363
–
–
48,363
Total
636,264
48,363
10,200
53,040
621,387
Former Executive Directors
Stephan Shakespeare
LTIP 2019
30-Oct-20
31-Oct-23
29-Oct-30
191,262
–
–
49,728
141,533
LTIP 2019
12-Nov-21
31-Oct-23
11-Nov-31
191,262
–
–
49,728
141,534
LTIP 2019
27-Oct-22
31-Oct-23
27-Oct-32
183,612
–
–
47,739
135,873
Total
566,136
–
–
147,195
418,940
Sundip Chahal
LTIP 2019
30-Oct-20
31-Oct-23
29-Oct-30
88,253
–
–
22,946
65,307
LTIP 2019
12-Nov-21
31-Oct-23
11-Nov-31
88,253
–
–
22,946
65,307
LTIP 2019
27-Oct-22
31-Oct-23
27-Oct-32
84,724
–
–
22,028
62,696
LTIP 2023
14-Dec-23
14-Dec-26
14-Dec-33
–
47,750
–
47,750
–
Total
261,230
47,750
–
115,670
193,310
Exercises during the year ended 31 July 2024:
1.
On 17 January 2024, Alex McIntosh exercised 10,200 nil-cost options when the market price was £11.00.
YouGov plc Annual Report & Accounts 2024
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GOVERNANCE REPORT
Directors’ Remuneration Report
Annual Report on Remuneration continued
CEO remuneration history
The table below shows the CEO’s fixed and variable pay, including annual bonus, and LTIP vesting when applicable, over the last
10 years.
Year to
31 July
2024
Year to
31 July
2023
Year to
31 July
2022
Year to
31 July
2021
Year to
31 July
2020
Year to
31 July
2019
Year to
31 July
2018
Year to
31 July
2017
Year to
31 July
2016
Year to
31 July
2015
CEO
Steve Hatch
Stephan Shakespeare
Fixed
remuneration (£)¹
450,000
372,845
379,617
375,670
329,063
331,017
307,745
252,077
248,909
245,954
Annual bonus (£)
0
131,856
158,481
244,061
282,953
291,961
258,589
252,718
241,970
237,225
Annual bonus
(% of maximum)²
0%
26.6%
33.0%
51.3%
69.3%
73.7%
67.1%
96.6%
95.2%
50.0%
LTIP vesting (£)³
N/A 3,560,990
N/A
N/A
N/A
13,288,342
N/A
N/A
N/A
187,688
LTIP vesting
(% of opportunity)4
N/A
74.0%
N/A
N/A
N/A
100.0%
N/A
N/A
N/A
100.0%
1
Fixed remuneration includes base salary, benefits and pension.
2 Throughout all 10 years, the on-target annual bonus figure has remained 100% of base salary. For 2015, the three-year bonus plan was capped at the
equivalent of 200% of base salary per annum. In 2016 and 2017, the annual bonus was capped at 105% of base salary. In 2018–24, the annual bonus was
capped at 150% of base salary.
3 LTIP vesting levels are reported in respect of the final year of the performance period for each LTIP award. The figure reported for the year to 31 July 2023
represents the value of the shares which vested under the LTIP 2019 as a result of the performance achieved over the four year performance period, which
ended on 31 July 2023. The value of the shares has been calculated on the basis of the share price at the date of vesting, being 31 October 2023. The figure
reported for the year to 31 July 2019 represents the value of the shares which vested under the LTIP 2014 as a result of the performance achieved over the
four year performance period, which ended on 31 July 2019. The figure reported for the year 2015 reflects the value of an earlier award granted under the
Deferred Share Plan 2010. Full details of these awards were provided in previous Directors’ Remuneration Reports.
4 LTIP vesting shows the percentage of the eligible awards that vested in respect of that financial year.
Total shareholder return
The chart below compares the value of £100 invested in YouGov plc shares (including reinvested dividends) on 1 August 2014,
compared to the equivalent investment in the FTSE AIM All Share Index, over the last 10 financial years (1 August 2014 to
31 July 2024).
YouGov TSR
FTSE AIM All Share TSR
Total shareholder return (rebased to 100)
0
200
400
600
800
1,000
1,200
1,400
1,600
July 14
July 15
July 16
July 17
July 18
July 19
July 20
July 21
July 22
July 23
July 24
Non-Executive Directors’ remuneration
Fee rates
There were no changes to the fee rates for the Non-Executive Directors in the year to 31 July 2024.
Annual fee rates applicable during the year were as follows:
Role
Annual fee
rate (£)
Non-Executive Chair
110,000
Non-Executive Director
50,000
Senior Independent Director
10,000
Audit & Risk Committee/Remuneration Committee Chair
7,000
Total remuneration for the Non-Executive Directors in the reporting year is shown on page 97.
Fee proportion paid in shares
In line with the Directors’ Remuneration Policy, the Non-Executive Directors are offered the opportunity to receive a proportion
of their fee in the form of Ordinary Shares in YouGov plc, in lieu of cash. For the year to 31 July 2024, payments made in shares
amounted to 10,048 shares in total (2023: 5,744 shares) as detailed in the table below.
Name
Role
Shares
issued
Market
value (£)¹
Stephan Shakespeare
Non-Executive Chair
3,370
30,000
Nick Prettejohn
Non-Executive Director & Senior Independent Director
922
5,0002
Shalini Govil-Pai
Non-Executive Director
1,685
15,000
Rosemary Leith
Non-Executive Director
1,264
11,250
Ashley Martin
Non-Executive Director
561
5,000
Devesh Mishra
Non-Executive Director
1,685
15,000
Andrea Newman
Non-Executive Director
561
5,000
1
The market value reflects the closing share price of the last trading day prior to allotment (26 April 2024) of £8.90.
2 The market value for Nick Prettejohn’s shares reflects the closing share price of the last trading day prior to allotment (12 August 2024) of £5.42.
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GOVERNANCE REPORT
Directors’ Remuneration Report
Annual Report on Remuneration continued
Directors’ share interests
The table below shows the shares held by the Directors as at 31 July 2024. The shareholdings in respect of former Directors are
shown as at the date they left the Board.
Share
options with
performance
conditions
Share awards
without
performance
conditions
Vested but
unexercised
share options
Shares
beneficially
owned
Total interest
in shares
Executive Directors
Steve Hatch
122,767
–
–
41,247
164,014
Alex McIntosh
48,363
–
573,024
985
622,372
Non-Executive Directors
Stephan Shakespeare
–
–
418,940
1,800,6481
2,219,588
Ashley Martin
–
–
–
9,549
9,549
Andrea Newman
–
–
–
5,206
5,206
Nick Prettejohn
–
–
–
574
574
Devesh Mishra
–
–
–
27,259
27,259
Deborah Davis
–
–
–
–
–
Shalini Govil-Pai
–
–
–
3,409
3,409
Former Directors2
Sundip Chahal
–
–
193,310
823,261
1,016,571
Rosemary Leith
–
–
–
11,307
11,307
1
Includes 209,404 Ordinary Shares held by Stephan Shakespeare’s wife, Rosamund Shakespeare, and 1,563,625 Ordinary Shares held by Shaers Limited.
2 The shareholdings in respect of former Directors are shown as at the date they left the Board.
Following approval of the Directors’ Remuneration Policy at the 2023 AGM, the Executive Directors are required to build and hold
a shareholding with a value equivalent to at least 200% of their base salary. As at 31 July 2024, the holdings of Steve Hatch and
Alex McIntosh were equivalent to 42% and 433% of their respective base salaries, by reference to the closing price on that date of
£4.62 and, in Alex McIntosh’s case, taking into account the net of tax value of his vested but unexercised options. The Committee
will monitor progress against the shareholding requirement on an annual basis.
Additional remuneration disclosures
The Remuneration Committee
The Committee is comprised of independent Non-Executive Directors. The Committee was chaired by Rosemary Leith until
she stepped down from the Board on 30 April 2024. Deborah Davis was appointed as Chair of the Committee with effect from
7 June 2024, the date she was appointed to the Board. The Committee’s other members are Ashley Martin, Andrea Newman,
Nick Prettejohn and Shalini Govil-Pai. The Committee met five times during the year under review and the number of meetings
attended by each Committee member is shown on page 88.
The Company Secretary attends all meetings as Secretary to the Committee and, by invitation of the Committee Chair, meetings
may also be attended by the Board Chair, Chief Executive Officer, Chief Finance Officer, Chief HR Officer, Deputy Company
Secretary and external professional advisors for all, or part of, any meeting as, and when, appropriate and necessary.
The Committee operates within the parameters of Terms of Reference agreed by the Board, which were last reviewed and
approved in June 2024. The Board has formally delegated certain remuneration matters to the Committee, which are considered
reserved matters. The Terms of Reference and the reserved matters for the Committee can be viewed on the Company’s
corporate website (corporate.yougov.com/esg/governance/corporate-governance).
Committee effectiveness
In 2024, a review of the performance of the Committee was conducted as part of the wider review of the performance of the
Board detailed on page 73 The review found that the Committee performs effectively.
External advisors
The Committee is authorised to obtain the advice of external independent remuneration consultants and is solely responsible
for their appointment, retention and termination. During the year, Korn Ferry has provided independent advice to the Committee.
Korn Ferry is a member of the Remuneration Consultants Group and adheres to its code of conduct. The Committee considers
Korn Ferry’s advice impartial and is satisfied that the service team does not have any connections with the Company that might
impair its independence. Total fees paid to Korn Ferry in FY24 for remuneration-related services were £99,000 (FY23: £99,158).
AGM voting
Although AIM companies are not required to seek shareholder approval of their Directors’ Remuneration Report, our standard
practice is to present our Annual Report on Remuneration for a shareholder vote at each AGM to provide accountability and
transparency over our remuneration practices. A summary of voting on this report at the AGM held in December 2023 is shown in
the table below.
For
Against Discretionary
Withheld
Total
% for
2023 – Remuneration Report
88,479,714
1,490,923
–
2,875,510
92,846,147
95.30%
At last year’s AGM we also provided shareholders with separate votes on the Directors’ Remuneration Policy and on the LTIP 2023,
in line with best practice. A summary of voting on these resolutions is shown in the table below.
For
Against Discretionary
Withheld
Total
% for
2023 – Remuneration Policy
90,851,534
872,817
–
1,121,796
92,846,147
97.85%
2023 – LTIP 2023
91,312,367
438,161
–
1,095,619
92,846,147
98.35%
At stated on page 99, at the AGM in December, we will be seeking shareholder approval for the Directors’ Remuneration Report
for FY24.
Report signed on behalf of the Board:
i
Deborah Davis
Chair, Remuneration Committee
5 November 2024
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104
105
GOVERNANCE REPORT
Directors’ Remuneration Report
Annual Report on Remuneration continued
The Directors present their report for the year ended
31 July 2024, which has been prepared in accordance with
the Companies Act 2006.
This Directors’ Report should be read in conjunction with the other sections of this Annual Report as detailed below, which are
incorporated into the Directors’ Report by reference. In accordance with section 414C(11) of the Companies Act 2006 and the
Companies (Miscellaneous Reporting) Regulations 2018, the Board has included certain disclosures in other sections of the
Annual Report set out in the table below:
Disclosure
Section
Pages
Corporate Governance Code and arrangements
QCA Code
76 and 77
Directors of YouGov plc in office during the year
Corporate Governance Report, Board of Directors
65 to 68
Directors’ interests in shares
Directors’ Remuneration Report
88 to 105
Directors’ statement of responsibility
Statement of Directors’ Responsibilities in respect
of the financial statements
109
Employee involvement, engagement and policies
Environmental, Social & Governance
40 to 54
Events after the reporting year
Note 28 Events after the reporting year
170
Financial risks
Risk Management and Principal Risks
55 to 61
Financial summary
Chief Finance Officer’s Review
30 to 34
Future developments and prospects
Our Strategy
24 and 25
Group's overseas branches
Note 30 Registered Addresses
171 and 172
Going concern
Principal Accounting Policies of the Consolidated
Financial Statements – Going Concern
131
Key performance indicators
Key Performance Indicators
28 and 29
Operating results
Financial and Operational Highlights
01
Principal risks and uncertainties
Principal Risks
55 to 61
Relationship with suppliers, customers
and other stakeholders
S172 Statement
37 to 39
Section 172 statement
S172 Statement
37 to 39
Streamlined Energy and Carbon Reporting
Regulations (“SECR”) disclosure
Environmental, Social & Governance
53 to 54
Task Force on Climate-Related Financial Disclosures
(“TCFD”)
Environmental, Social & Governance
47 to 52
Transactions with Directors and other related parties
Note 27 Related Parties
170
Principal activity
YouGov plc and subsidiaries’ principal activity is the provision
of market research, data analytics and related services.
Legal form
YouGov plc is a public limited company listed on the AIM
sub-market of the London Stock Exchange.
Directors’ insurance
During the financial year, the Group has maintained Directors’
and Officers’ liability insurance. In accordance with Section
234 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 during the financial year and at the date of signing of
the Annual Report & Accounts.
Modern slavery act
Our statement on modern slavery in our supply chain is
available on our corporate website
(corporate.yougov.com/modernslavery) and is submitted to
the UK government’s Modern Slavery Act Statement Registry
annually.
Supplier payment practices
It is the policy and practice of the Group to make payments
due to suppliers in accordance with agreed terms and
conditions, which is generally 30 days. During the year,
the Company has reported on payment practices under
the Reporting on Payment Practices and Performance
Regulations 2017.
Charitable and political contributions
Donations to charitable organisations amounted to £109,052
(2023: £167,000), of which £100,000 (2023: £100,000)
relates to 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.
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. In 2024, £4.2m (2023: £7.7m)
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 costs was £8.6m
(2023: £9.3m).
Treasury shares
The total number of shares held in treasury on 31 July 2024
was nil (2023: nil). The YouGov Employee Benefit Trust holds
shares to facilitate the settlement of awards under employee
share schemes and these are not considered treasury shares
under company law. For information on the Employee Benefit
Trust, see below.
Employee Benefit Trust
Apex Group (formerly known as Sanne Fiduciary Services
Limited) is Trustee of the YouGov Employee Benefit Trust
(the “Trust”) and tasked with a programme of share purchases.
The purpose of these purchases is to facilitate the settlement
of awards under the Company’s employee share schemes.
As at 31 July 2024, the YouGov Employee Benefit Trust held
1,201,800 Ordinary Shares.
Authority to purchase the
Company’s shares
At the AGM on 7 December 2023, shareholders authorised
the Company to make one or more market purchases of up
to 11,707,809 of the Company’s Ordinary Shares to be held in
treasury at a price between 0.2p (exclusive of expenses), and
105% of the average closing middle market price of a share
for the five business days immediately preceding the date on
which the share is purchased. No purchases were made during
the year, except for purchases made by the Employee Benefit
Trust. The Directors propose to update this authority at the
2024 AGM.
Major shareholders
As at 31 July 2024, the Company was aware of the following
interests in 3% or more of the nominal value of the
Company’s shares:
Shareholder
Shares
Percentage
issued share
capital
Liontrust Asset Management
9,254,950
7.90
abrdn
8,665,263
7.40
Octopus Investments
7,191,704
6.14
Brown Capital Management
5,699,652
4.87
T Rowe Price Global Investments
5,696,787
4.86
Columbia Threadneedle
Investments
3,673,878
3.14
After 31 July 2024, and up to 24 October 2024, being the
last practicable date before publication of this report, the
Company was notified of the below changes to constituents
of the major shareholders list above.
Shareholder
Percentage
issued share
capital
abrdn
Below 5%
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106
107
GOVERNANCE REPORT
Directors’ Report
Directors’ Report for the year ended 31 July 2024
Directors’ interests in shares
The shareholdings of YouGov plc Directors are listed within the
Directors’ Remuneration Report on page 104.
Calculation of interests
When calculating their percentage holdings in the Company,
shareholders should use the issued share capital figure minus
any shares held by the YouGov Employee Benefit Trust as the
denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change
to their interest in, the Group under the Financial Conduct
Authority’s Disclosure and Transparency Rules. Shareholders
are advised to refer to the Company’s latest “Total Voting
Rights” announcement, which is available on the Regulatory
News Service or from our corporate website
(corporate.yougov.com/investors/regulatory-announcements).
Dividends
A final dividend of 8.75p per share in respect of the year ended
31 July 2023 was paid on 11 December 2023, amounting to
a total payment of £10.1m. A dividend of 9.0p per share in
respect of the year ended 31 July 2024, amounting to a total
payment of £10.6m will be proposed at the Annual General
Meeting on 5 December 2024.
Employee policies, involvement
and engagement
The Board is committed to pursuing equality and diversity in
all its employment activities including recruitment, training,
career development and promotion, and ensuring there is
no bias or discrimination in the treatment of people. Our
learning and development and career development resources,
opportunities and processes are available for all our employees
to access, regardless of their gender identity or expression,
race, age, disability or other protected characteristic. See our
statement on equal opportunities in our ESG Report, which
is available on our website (corporate.yougov.com/esg).
Applications for employment are welcomed from persons
with disabilities, and special arrangements and adjustments
as necessary are made to ensure that applicants are treated
fairly when attending for interview or for pre-employment
aptitude tests. Wherever possible, the opportunity is taken
to make appropriate adjustments for or retrain people who
become disabled during their employment to maintain their
employment within the Group.
The Board firmly believes in the importance of keeping
employees informed and engaged in the financial and
economic factors affecting the Group’s performance.
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, see pages 37 to 39 and in our
ESG Report, which is available on our website
(corporate.yougov.com/esg).
For more information about how the Board of Directors has
had regard to employee interests in respect of principal
decisions taken during the year, see pages 37 to 39.
Going concern
For information on how management has assessed going
concern, see page 131.
Fair, balanced and understandable
statement
The Directors consider that the Annual Report & 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.
Auditors
A resolution to appoint Grant Thornton UK LLP as auditor
of the Group from FY24, and a resolution to authorise the
Directors to determine the remuneration of the auditor,
was put to shareholders at the Company’s 2023 AGM and
duly passed.
Auditor independence
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 have been taken as a Director to make themselves
aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
Annual General Meeting
The AGM of the Company will be held on 5 December 2024.
The Notice of AGM can be found on pages 181 to 187.
Tilly Heald
Chief Governance & Compliance Officer and
Company Secretary
On behalf of the Board
5 November 2024
The Directors are responsible for preparing the Annual Report and 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 UK-adopted international accounting
standards and the Parent Company financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework” and
applicable law).
Under company law, 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 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 UK-adopted international
accounting standards have been followed for the Group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101 have been followed for
the Parent 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 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 also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s 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 and the Directors’ Remuneration
Report 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.
Alex McIntosh
Chief Finance Officer
On behalf of the Board
5 November 2024
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108
109
GOVERNANCE REPORT
Statement of Directors’ responsibilities
in respect of the financial statements
Directors’ Report continued
Directors’ Report for the year ended 31 July 2024
Financial
Statements
Financial Statements
Independent Auditors’ Report to the
Members of YouGov plc
112
Consolidated Income Statement
123
Consolidated Statement of Comprehensive Income 124
Consolidated Statement of Financial Position
125
Consolidated Statement of Changes in Equity
126
Consolidated Statement of Cash Flows
127
Parent Company Statement of Financial Position
128
Parent Company Statement of Changes in Equity
129
Principal Accounting Policies of the Consolidated
Financial Statements
130
Notes to the Consolidated Financial Statements
142
Group Five-Year Financial Summary
173
YouGov plc Annual Report & Accounts 2024
110
YouGov plc Annual Report & Accounts 2024
111
FINANCIAL STATEMENTS
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of YouGov Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 July 2024, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the
Consolidated Statements of Cash Flows, the Parent Company Statement of Financial Position, the Parent Company
Statement of Changes in Equity and notes to the financial statements, including material accounting policy information.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable
law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 31 July 2024 and of the group’s loss for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
•
the parent company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
•
reading minutes of meetings held during the year of the
board of directors and all its committees to identify if
significant events have been factored into management’s
forecasts; and
•
evaluating the appropriateness of disclosures in respect of
going concern made in the financial statements.
In our evaluation of the directors’ conclusions, we considered
the inherent risks associated with the group’s and the parent
company’s business model including effects arising from
global macro-economic uncertainties such as inflationary
pressures and high interest rates, we assessed and challenged
the reasonableness of estimates made by the directors
and the related disclosures and analysed how those risks
might affect the group’s and the parent company’s financial
resources or ability to continue operations over the going
concern period.
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on
the group’s and the parent company’s ability to continue as
a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £1,750,000, which represents 4.1% of the group’s adjusted profit before tax.
Parent company: £1,137,500, which represents 0.4% of the parent company’s total assets.
M
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Key audit matters were identified as:
•
Acquired intangibles through CPS business combination (new in current year);
•
Revenue from custom research ad-hoc projects (same as prior year);
•
Carrying value of goodwill for three CGUs (previous year related to carrying value of
goodwill for all cash generating units); and
•
Consumer panel provision (new in current year).
The predecessor auditor’s report for the year ended 31 July 2023 included three key audit
matters that have not been reported as key audit matters in our current year’s report,
being capitalisation of consumer panel intangible assets (group and parent company),
capitalisation of software development costs (group only), and the carrying value of
investments at a parent company level (parent company only).
We have performed an audit of the financial information using component materiality
(full scope audit procedures) on the financial information of YouGov plc (Parent Company),
YouGov America Inc (US), YouGov Deutschland GmbH (Germany) and Consumer Panel
Germany GfK GmbH (Germany).
We performed specified audit procedures and specific-scope audit on the financial
information of nine components – YouGov Switzerland AG, Crunch Cloud Analytics Ltd,
YouGov Services Ltd, YouGov Sweden AB, YouGov Netherlands B.V, Consumer Panel Belgium
Gfk B.V, Consumer Panel Netherlands Gfk B.V, Consumer Panel Italy Gfk S.r.l, Consumer Panel
Poland Gfk Sp.z o.o.
This resulted in coverage of 86% of the group’s total assets, 69% of the group’s total
expenses, and 75% of the group’s revenue. Analytical procedures were performed on all other
entities within the group.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the ‘Auditor’s responsibilities for the audit of the financial
statements’ section of our report. We are independent of the
group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of
the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast
significant doubt on the group’s and the parent company’s
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify the auditor’s
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our report. However, future events
or conditions may cause the group or the parent company to
cease to continue as a going concern.
Our evaluation of the directors’ assessment of the group’s and
the parent company’s ability to continue to adopt the going
concern basis of accounting included:
•
obtaining and challenging the underlying assumptions
in management’s base case scenario for the period to
31 January 2026, including corroborating to supporting
evidence where appropriate;
•
obtaining management’s severe but plausible scenario,
which reflect management’s assessment of uncertainties
such as worsening economic conditions, and evaluating
the assumptions used under this scenario and the
headroom on the financial covenants;
•
obtaining management’s reverse stress test, which reflects
management’s assessment of an implausible scenario of
how the base case scenario can be broken, which would
result in a material uncertainty related to going concern,
and assessing whether this represents an implausible
scenario;
•
assessing whether the key assumptions are consistent
with our understanding of the business obtained during
the course of the audit and the changing external
circumstances arising from the changing global economic
environment;
•
evaluating the accuracy of management’s historical
forecasting and the impact of this on management’s
assessment;
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112
113
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
Key Audit Matter – Group
How our scope addressed the matter – Group
Acquired intangibles through CPS business
combination
The group completed the acquisition of Consumer
Panel Services (CPS) in January 2024. We identified
the valuation of the intangible assets acquired as
one of the most significant assessed risks of material
misstatement due to error.
With the assistance of valuation experts, management
have undertaken a purchase price allocation exercise
identifying and valuing the acquired intangible assets.
This led to the recognition of £159.6m of separately
identifiable intangible assets in respect of the
acquisition.
The valuation exercise is complex and subjective,
relying on management estimates in respect of future
cash flows, customer attrition rates and discount rates,
amongst others. Changes in these assumptions can
have a significant impact on the valuation. As such, we
have identified the valuation of acquired intangibles
through CPS business combination as a key audit
matter.
In responding to the key audit matter, we performed the following audit procedures:
•
Obtained an understanding of the related business processes and assessed the
design and implementation of the associated controls;
•
Obtained the share purchase agreement, and assessed the key details around
the acquisition including the consideration paid;
•
Assessed whether the group’s accounting policy for the valuation of intangible
assets acquired is in accordance with IFRS 3 ‘Business Combinations’ and
checked that the fair value measurements are accounted for in accordance with
the stated accounting policy;
•
Obtained management’s purchase price allocation calculation used to value
specific acquired intangible assets and assessed the appropriateness and
reasonableness of key assumptions made in the calculations, such as growth
rates, customer attrition rates and discount rates, considering whether assets
were recognised at fair value per the requirements of IFRS 3;
•
Assessed and challenged management’s expert report for the valuation of the
identified intangible assets. We engaged our internal valuation experts to help
inform our challenge on whether the methodology of and the assumptions used
in the valuation calculations were reasonable; and
•
Assessed whether the group’s disclosures with respect to the acquisition, and
the separately identified intangible asset recognised are adequate.
Relevant disclosures in the Annual Report
•
Financial Statements: Page 137 for the
accounting policy on Intangible assets acquired
as part of a business combination, Note 9 for
Business Combinations and Note 11 for Other
intangible assets
•
Audit & Risk Committee Report: Page 83, Activities
during the year – Accounting for acquisitions
Key Observations
Our audit testing identified material misstatements in relation to the valuation of the
acquired intangible assets which have been corrected by management.
Revenue from custom research ad-hoc
projects
We identified revenue recognition from custom
research ad-hoc projects as one of the most significant
assessed risks of material misstatement due to fraud.
Under ISA (UK) 240 ‘The Auditor’s Responsibilities
Relating to Fraud in an Audit of Financial Statements’,
there is a rebuttable presumption that there is a risk of
fraud in revenue recognition.
We have identified a significant risk of fraud in
revenue recognition relating to revenue from custom
research ad-hoc projects that are open at year-end,
including the related accrued and deferred income
balances. These amounts are recognised based on
management’s estimate of stage of completion at
year-end, and therefore involves a greater degree of
judgement which could be subject to management
bias, presenting a risk of fraud.
In responding to the key audit matter, we performed the following audit procedures:
•
Obtained an understanding of the related business processes and assessed the
design and implementation of the associated controls;
•
Assessed whether the accounting policies adopted by the Directors are in
accordance with the requirements of International Financial Reporting Standard
(IFRS) 15 ‘Revenue from Contracts with Customers;
•
Inspected evidence for a sample of bundled contracts and assessed how
management allocated the price to each of the performance obligations;
•
For a sample of open projects, obtained supporting evidence for each milestone
reached;
•
Assessed the judgements made for open projects related to the percentage of
completion basis at the year-end;
•
For a sample of transactions of accrued and deferred income:
•
Obtained contracts and agreed key contract terms,
•
Obtained supporting evidence to check when performance obligations
were met,
•
Recalculated the expected accrued and deferred income and compared to
actual accrued and deferred income recognised.
•
Assessed the disclosures made in the financial statements for completeness
and accuracy in line with the requirement of IFRS 15.
Key audit matter
Significant risk
Potential financial statement impact
Low
High
Extent of management judgement
Low
High
Going concem
Management
override of
controls
Capitalised
development costs
Consumer
panel
capitalisation
Acquired intangibles
through
KnowledgeHound
business combination
Revenue from custom
research ad-hoc projects
Carrying value
of goodwill for
three CGUs
Acquired
intangibles
through CPS
business
combination
Consumer
panel
provision
Revenue
from CPS
Panel
Surveys
Separately
reportable
items
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our 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) that we identified. These matters
included those that 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
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.
Description
Audit response
Disclosures
Key observations
or Our results
KAM
In the graph below, we have presented the key audit matters and significant risks relevant to the audit.
This is not a complete list of all risks identified by our audit.
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114
115
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
continued
Key Audit Matter – Group
How our scope addressed the matter – Group
Relevant disclosures in the Annual Report
•
Financial Statements: Page 133 for the accounting
policy on Revenue and Note 1 for Segmental
Analysis.
•
Audit & Risk Committee Report: Page 85, Activities
during the year – Revenue recognition
Our Results
Our audit testing did not identify any material misstatements in relation to the
revenue recognised for open projects in the custom research ad-hoc stream,
including the related accrued and deferred income balances.
Carrying value of goodwill for three CGUs
We identified the valuation of goodwill in the DACH,
Middle East and Asia Pacific CGUs, as one of the most
significant assessed risks of material misstatement due
to error.
The group holds £243.6m of goodwill on its balance
sheet, including £29.8m (2023: £31.9m) relating to
these cash generating units (“CGUs”).
Under IAS 36 ‘Impairment of Assets’ management is
required to test the goodwill annually for impairment.
Management prepares impairment models to assess
the recoverable amount of each CGU and then
compares this to the carrying value of the CGU to
assess for impairment.
Determining the recoverable amount of each CGU
requires management to make significant judgements
over several key inputs of the value-in-use discounted
cash flow models. The selection of assumptions
including revenue growth, margin growth, discount
rates and long-term growth rates can significantly
impact the results of the impairment assessment.
Due to the high level of estimation uncertainty present
in the impairment test and recent trading performance
of these three CGUs, we have identified the valuation
of impairment in respect of these CGUs to be a key
audit matter.
In responding to the key audit matter, we performed the following audit procedures:
•
Obtained an understanding of the related business processes and assessed the
design and implementation of the associated controls;
•
Obtained a paper from management and, based on our knowledge of the
business, challenged their identification of CGUs and accounting policy
considering the requirements of IAS 36;
•
Tested the arithmetical accuracy of management’s impairment models, checked
underlying data used by management in their impairment assessments and
agreed the underlying forecasts to the board approved budgets;
•
Used our internal valuation experts to assess the reasonableness of
management’s discount rate calculations;
•
Performed our own sensitivity analysis using an auditor’s range based on the
evidence received, factoring in reductions to growth rates, gross margin and
discount rates and evaluated the headroom at either end of the range to assess
whether there is an indicator of impairment;
•
Challenged management’s models in respect of central costs allocated to the
three CGUs;
•
Evaluated management’s assumptions concerning forecasted cash flows, based
on historical trends and market expectations. This also involved considering any
contradictory evidence noted in other areas of the audit;
•
Considered the historical forecasting ability of management by comparing
historical budgets to actual performance; and
•
Evaluated the disclosures made in the financial statements to assess whether
the requirements of IAS 36 have been complied with, including where sensitivity
disclosures have been made.
Relevant disclosures in the Annual Report
•
Financial Statements: Page 137 for the accounting
policy on Impairment testing of goodwill and Note
10 for Goodwill
•
Audit & Risk Committee Report: Page 84, Activities
during the year – Goodwill impairment
Key Observations
Our challenge of management’s assumptions has led to management posting a
material impairment charge of £2.4m against the goodwill and other intangible
assets within the Middle East CGU.
Key Audit Matter – Group
How our scope addressed the matter – Group
Consumer panel provision
We identified the valuation of the consumer panel
provision as one of the most significant assessed risks
of material misstatement due to error.
Points are earned by consumer panel members when
they complete surveys for the group, these can be
redeemed at a later date when certain criteria and
thresholds are met. There is significant estimation
uncertainty around the likelihood that these panel
incentive points will be redeemed in the future, and
a provision for this future liability is recognised by the
group under the requirements of IAS 37 ‘Provisions,
Contingent Liabilities and Contingent Assets’.
Due to the significant estimation uncertainty, requiring
significant resource allocation, this has been included
as a key audit matter.
In responding to the key audit matter, we performed the following procedures:
•
Obtained an understanding of the related business processes and assessed the
design and implementation of the associated controls;
•
Obtained the accounting paper from management and assessed the provision
accounting under IAS 37;
•
Due to the contractual obligation to pay cash to panellists who have reached
certain thresholds, we challenged management as to whether a financial liability,
under IFRS 9, existed;
•
As a result of an error identified by us from our audit testing, we assessed
management’s workings related to the current year adjustment and prior period
restatement to correct the accounting treatment, including checking the logic,
accuracy and completeness of those calculations;
•
Assessed whether the disclosures of the prior year restatement were in line with
IAS 8;
•
Obtained the provision schedule from management, including all supporting
data and calculations (the dataset), and agreed balances to the group
consolidation. Performed checks for the mathematical accuracy on the
provision schedule and the supporting calculations;
•
Checked key assumptions within the provision calculation such as the
redemption rates, the discount rates and cost savings to signed agreements
with the rewards provider;
•
Used our internal digital specialist team to evaluate the dataset used in the
provision calculation, checking the status of panellists as active or dormant had
been properly accounted for, and whether the dataset was complete; and
•
Used our digital specialist team to recalculate the gross points liability and the
subsequent provision as at year end for each region based on the dataset and
compared to management’s workings to check the accuracy of the data.
Relevant disclosures in the Annual Report
•
Financial Statements: Page 134 for the accounting
policy on Provisions, Page 130 for the accounting
policy on Restatements and Note 18 for Provisions
•
Audit & Risk Committee Report: Page 84, Activities
during the year – Panel incentive provision
Key Observations
Our audit testing identified a material restatement misstatement in the consumer
panel provision. This has been corrected in the current year and the prior year. Based
on our audit work we are satisfied that following the restatements, the consumer
panel provision is not materially misstated.
We did not identify any key audit matters relating to the audit of the financial statements of the parent company only.
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in
the auditor’s report.
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116
117
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
continued
Materiality was determined as follows:
Materiality measure
Group
Parent company
Materiality for
financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial statements that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of the users of these financial
statements. We use materiality in determining the nature, timing and extent of our audit work.
Materiality threshold
£1,750,000 which represents 4.1% of group’s adjusted
profit before tax. The range of component materialities
used across the group was £700,000 to £1,225,000.
£1,137,500, which represents 0.4% of the parent
company’s total assets.
Significant judgements
made by auditor in
determining materiality
We initially set group materiality at the planning stage
of the audit based on 5% of forecast adjusted profit
before tax. We determined it appropriate to maintain
group materiality at £1,750,000 as determined in
our audit plan, which equates to 4.1% of the group’s
adjusted profit before tax.
In determining materiality, we made the following
significant judgements:
•
Adjusted profit before tax was considered to be
the most appropriate benchmark because this is
a key measure for the Directors. They consistently
use adjusted operating profit (which closely
correlates to adjusted profit before tax) to report to
the investors on the financial performance of the
group as it reflects the comparable year on year
operational performance of the group; and
•
The measurement percentage of adjusted profit
before tax is, in our view, appropriate given user
expectations and industry benchmarking which
results in a materiality which is sufficient to identify
any material misstatements.
Materiality for the current year is lower than the level
that was determined by the predecessor auditor
(£2,100,000) for the year ended 31 July 2023.
We initially set out materiality at the planning stage of
the audit using 0.5% applied to the parent company’s
total assets on 30 April 2024. We determined it
appropriate to maintain our overall materiality at
£1,137,500 calculated in our audit plan, which equates
to 0.4% of total assets.
In determining materiality, we made the following
significant judgements:
•
Total assets was considered to be the most
appropriate benchmark for the Parent company
because in our view, it is the most reflective of the
financial position of the parent and it’s nature of
operations; and
•
The measurement percentage of total assets is, in
our view, appropriate given user expectations and
industry benchmarking and results in a materiality
which is sufficient to identify any material
misstatements.
Materiality for the current year is higher than the level
that was determined by the predecessor auditor
(£611,000) for the year ended 31 July 2023.
Performance
materiality used to
drive the extent of
our testing
We set performance materiality at an amount less than materiality for the financial statements as a whole
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality
threshold
£1,137,500 which is 65% of financial statement
materiality.
£739,375, which is 65% of financial statement
materiality.
Significant judgements
made by auditor in
determining performance
materiality
In determining performance materiality, we made the
following significant judgements:
•
Our experience with the group – as this is our initial
audit engagement, we have considered the work
done on the opening balances testing and reviews
of predecessor auditors’ file;
•
Our risk assessment – we considered control
deficiencies previously reported by the
predecessor auditor and the potential impact on
the current period’s audit when performing our risk
assessment procedures; and
•
The change in organisation structure – we have
considered changes to key accounting personnel
at group and the integration of a material
acquisition in the year.
In determining performance materiality, we made the
following significant judgements:
•
Our experience with the group – as this is our initial
audit engagement, we have considered the work
done on the opening balances testing and reviews
of predecessor auditors’ file;
•
Our risk assessment – we considered control
deficiencies previously reported by the
predecessor auditor and the potential impact on
the current period’s audit when performing our risk
assessment procedures; and
•
The change in organisation structure – we have
considered changes to key accounting personnel
at the company.
Materiality measure
Group
Parent company
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account balances or
disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole
could reasonably be expected to influence the economic decisions of users taken on the basis of the financial
statements.
Specific materiality
We determined a lower level of specific materiality for
the following areas:
•
director’s remuneration;
•
related party transactions; and
•
auditor’s remuneration
We determined a lower level of specific materiality for
the following areas:
•
director’s remuneration;
•
related party transactions; and
•
auditor’s remuneration
Communication of
misstatements to
the Audit and Risk
Committee
We determine a threshold for reporting unadjusted differences to the Audit and Risk Committee.
Threshold for
communication
£87,500, which represents 5% of financial statement
materiality, and misstatements below that threshold that,
in our view, warrant reporting on qualitative grounds.
£56,875, which represents 5% of financial statement
materiality, and misstatements below that threshold that,
in our view, warrant reporting on qualitative grounds.
95.9%
Adjusted profit before
tax, £42,700,000
FSM £1,750,000 4.1%
4.1%
The graph below illustrates how performance materiality and the range of component materiality interact with our overall
materiality and the threshold for communication to the Audit and Risk Committee.
Overall materiality – Group
Overall materiality – Parent
Total assets, £274,400,000
FSM £1,137,500, 0.4%
99.6%
0.4%
TfC
RoM
PM
FSM
£1,750,000
£1,137,500
£700,000
£1,225,000
£87,500
TfC
PM
FSM
£1,137,500
£739,375
£56,875
FSM: Financial statement materiality,
PM: Performance materiality,
RoM: Range of materiality at
13 components,
TfC: Threshold for communication
to the Audit and Risk Committee
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118
119
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
continued
•
The group engagement team conducted detailed
discussions with the component auditors, performed
remote reviews, and held update calls on the progress of
fieldwork. Additionally, they visited the component auditors
in Germany and Switzerland to conduct final in-person
reviews and discuss any challenges.
Other information
The other information comprises the information included
in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for
the other information contained within the annual report. Our
opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
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 such material inconsistencies
or apparent material misstatements, we are required to
determine whether there is a material misstatement in the
financial statements themselves. 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 in this regard.
Our opinion on other matters
prescribed by the Companies Act
2006 is unmodified
In our opinion, based on the work undertaken in the
course of the audit:
•
the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
•
the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matter on which we are required to report
under the Companies Act 2006
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
Matters on which we are required to
report by exception
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
•
the parent company financial statements are not in
agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by
law are not made; or
•
we have not received all the information and explanations
we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 109, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors 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 and 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 group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s 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 auditor’s 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.
An overview of the scope of our audit
We performed a risk-based audit that requires an
understanding of the group’s and the parent company’s
business and in particular matters related to:
Understanding the group, its components,
and their environments, including group-wide
controls
•
Our audit approach was a risk-based approach founded
on a thorough understanding of the group’s and parent
company’s business, its environment and risk profile. The
group’s accounting process is primarily resourced through
a central group finance function based at the group’s head
office, with local finance functions reporting subsidiary
results to group. Certain financial and operational
processes and functions are performed through a
shared service centre in India. The group engagement
team obtained an understanding of the group and
its environment, and assessed the risks of material
misstatement at the group level;
•
We obtained an understanding of the business processes
for all significant classes of transactions, including
significant risks, in order to gain an understanding of the
control environment across the group;
•
For significant components requiring a full-scope audit
approach, we or the component auditors obtained an
understanding of the controls over the entity-specific
financial reporting systems identified as well as the
centralised financial reporting system as part of our risk
assessment; and
•
We assessed the design and implementation of controls
related to key audit matters and other significant risks
communicated in this report.
Identifying significant components
•
Component significance was determined based on their
relative share of the key group financial metrics including
revenue and profit before taxation. These metrics were
used to identify components classified as individually
financially significant to the group and full-scope audits
were performed.
•
We also considered whether any components were likely
to include significant risks of material misstatement to the
group financial statements due to their specific nature or
circumstances. No additional significant components were
identified as a result of this consideration.
Type of work to be performed on financial
information of parent and other components
(including how it addressed the key audit matters)
•
In order to address the audit risks identified during our
planning procedures, the group engagement team
performed the following audit procedures:
•
Full-scope audits on the financial statements of four
components, being YouGov plc (Parent company ),
YouGov America Inc (US), YouGov Deutschland GmbH
(Germany) and Consumer Panel Germany GfK GmbH
(Germany). These full-scope audits included all our work
on the identified key audit matters described above. These
four components contributed 82% of group total assets,
68% of the group revenue and 62% of the group expenses.
•
Specific-scope audit and specified audit procedures on
the financial information of nine components YouGov
Switzerland AG, Crunch Cloud Analytics Ltd, YouGov
Services Ltd, YouGov Sweden AB, YouGov Netherlands
B.V, Consumer Panel Belgium Gfk B.V, Consumer Panel
Netherlands Gfk B.V, Consumer Panel Italy Gfk S.r.l,
Consumer Panel Poland Gfk Sp.z o.o. All component audits
were performed either by the group team or by Grant
Thornton member firms worldwide.
•
We performed analytical procedures on the financial
information of all the remaining group components.
Performance of our audit
•
In total, percentage revenue coverage of full-scope audit
and specified audit procedures equated to 86% of group
total assets, 75% of group revenue, and 69% of group
expenses.
•
The audit team visited the components in Germany
and Switzerland. Visits to individual components were
determined based on their significance to the group.
Audit
approach
No. of
components
%
coverage
total
assets
%
coverage
revenue
%
coverage
expenses
Full-scope
audit
4
82%
68%
62%
Specific scope
procedures
9
4%
7%
7%
Analytical
procedures
55
14%
25%
31%
Total
68
100%
100%
100%
Communications with component auditors
•
The specific-scope audit of YouGov Deutschland GmbH
and Consumer Panel Germany GfK, and the specified
audit procedures on Consumer Panel Belgium Gfk B.V,
Consumer Panel Netherlands Gfk B.V, Consumer Panel
Italy Gfk S.r.l, YouGov Switzerland were performed by
Grant Thornton member firms. The specific-scope audit
of YouGov plc and YouGov America, and the specified
audit procedures on Crunch Cloud Analytics Ltd, YouGov
Services Ltd, YouGov Sweden AB, YouGov Netherlands B.V,
and Consumer Panel Poland Gfk Sp.z o.o, were performed
by the group engagement team.
•
Throughout the planning, fieldwork, and concluding
stages of the group audit, the group engagement
team communicated with all component auditors and
conducted a review of their work.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
120
121
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
continued
Note
2024
£m
2023
(Restated)
£m
Revenue
1
335.3
258.3
Cost of sales
(64.2)
(51.0)
Gross profit
271.1
207.3
Administrative expenses
(260.2)
(162.9)
Operating profit
1
10.9
44.4
Separately reported items
4
38.7
4.7
Adjusted operating profit
1
49.6
49.1
Finance income
5
1.8
1.0
Finance costs
5
(8.7)
(0.7)
Profit before taxation
1
4.0
44.7
Taxation
6
(6.1)
(10.1)
(Loss)/profit after taxation
1
(2.1)
34.6
Attributable to:
– Owners of the parent
(2.4)
34.5
– Non-controlling interests
0.3
0.1
(2.1)
34.6
Earnings per share (pence)
Basic earnings per share attributable to owners of the parent
8
(2.0)
31.5
Diluted earnings per share attributable to owners of the parent
8
(2.0)
30.8
Refer to basis of preparation on page 130 for details of the restatements made to comparatives.
All operations are continuing.
The notes and accounting policies on pages 130 to 173 form an integral part of these consolidated financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. The extent to which our procedures
are capable of detecting irregularities, including fraud, is
detailed below:
•
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and parent
company and determined that the most significant laws
and regulations which are directly relevant to specific
assertions in the financial statements are those related
to the financial reporting framework, being UK-adopted
international accounting standards, United Kingdom
Accounting Standards, including Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (United
Kingdom Generally Accepted Accounting Practice) and
the Companies Act 2006.
•
We obtained an understanding of how the group
and parent company are complying with those legal
and regulatory frameworks by making enquiries of
management, those responsible for legal and compliance
procedures and the company secretary. We corroborated
our enquiries through our review of board minutes and
papers provided to the Audit Committee.
•
We enquired of management, internal audit and the audit
committee, whether they were aware of any instances of
non-compliance with laws and regulations or whether they
had any knowledge of actual, suspected or alleged fraud.
•
We assessed the susceptibility of the group and parent
company’s financial statements to material misstatement,
including how fraud might occur and the risk of
management override of controls. Audit procedures
performed by the engagement team included:
–
Identifying and assessing the design and
implementation of controls management has in place
to prevent and detect fraud;
–
performing additional audit procedures, through
consultation with our forensic specialists, given the
reported social engineering event during the year;
–
Challenging assumptions and judgements made by
management in its significant accounting estimates;
–
Identifying and testing journal entries, in particular
significant entries impacting the income statement
after the profit warning, entries meeting certain key
word criteria and unexpected user entries; and
–
completing audit procedures to check the compliance
of disclosures in the annual report and accounts with
applicable financial reporting requirements.
•
These audit procedures were designed to provide
reasonable assurance that the financial statements
were free from fraud or error. The risk of not detecting a
material misstatement due to fraud is higher than the risk
of not detecting one resulting from error and detecting
irregularities that result from fraud is inherently more
difficult than detecting those that result from error, as fraud
may involve collusion, deliberate concealment, forgery or
intentional misrepresentations. Also, the further removed
non-compliance with laws and regulations is from events
and transactions reflected in the financial statements, the
less likely we would become aware of it.
•
As part of the engagement partner’s assessment of the
collective competence and capabilities of the engagement
team, auditor’s experts and specialists, he considered
their understanding of, and practical experience with,
audit engagements of a similar nature and complexity
through appropriate training and participation. He also
evaluated their knowledge of the industry in which the
Parent Company and the group operate, as well as their
understanding of the legal and regulatory requirements
specific to the Parent Company and the group.
•
We communicated relevant laws and regulations and
potential fraud risks to all engagement team members,
including internal specialists, and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
•
For components at which audit procedures were
performed, we requested component auditors to report
to us for non-compliance with laws and regulations that
gave rise to a material misstatement of the group financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Paul Naylor
Paul Naylor
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
5 November 2024
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
122
123
FINANCIAL STATEMENTS
Independent Auditors Report
to the members of YouGov Plc
continued
Consolidated Income Statement
for the year ended 31 July 2024
2024
£m
2023
£m
(Loss)/profit for the year
(2.1)
34.6
Other comprehensive (expense)/income:
Items that will not be reclassified to profit or loss
Actuarial gains
0.4
0.4
Items that may be subsequently reclassified to profit or loss
Currency translation differences
(0.5)
(2.9)
Other comprehensive expense
(0.1)
(2.5)
Total comprehensive (expense)/income for the year
(2.2)
32.1
Attributable to:
– Owners of the parent
(2.5)
32.0
– Non-controlling interests
0.3
0.1
Total comprehensive (expense)/income for the year
(2.2)
32.1
Items in the statement above are disclosed net of tax.
The notes and accounting policies on pages 130 to 173 form an integral part of these consolidated financial statements.
Note
2024
£m
2023
Restated
£m
1 August 2022
Restated
£m
Assets
Non-current assets
Goodwill
10
243.6
82.4
83.1
Other intangible assets
11
184.4
36.2
39.5
Property, plant and equipment
12
3.9
3.6
4.2
Right-of-use assets
13
18.6
10.1
11.3
Deferred tax assets
19
10.2
11.1
11.3
Total non-current assets
460.7
143.4
149.4
Current assets
Trade and other receivables
15
72.6
55.2
53.5
Current tax assets
2.2
3.0
4.1
Cash and cash equivalents
16
73.6
107.2
37.4
Current assets excluding assets classified as held for sale
148.4
165.4
95.0
Assets classified as held for sale
12
0.6
–
–
Total current assets
149.0
165.4
95.0
Total assets
609.7
308.8
244.4
Liabilities
Current liabilities
Trade and other payables
17
105.5
68.3
70.1
Current tax liabilities
10.0
7.0
3.5
Provisions
18
24.0
14.5
15.7
Borrowings
20
50.4
–
–
Lease liabilities
4.8
3.1
2.9
Total current liabilities
194.7
92.9
92.2
Net current (liabilities) / assets
(45.7)
72.5
2.8
Non-current liabilities
Other payables
17
6.9
–
–
Provisions
18
7.8
6.8
9.1
Defined benefit pension net liability
21
1.8
1.9
2.0
Lease liabilities
14.0
8.1
9.3
Borrowings
20
169.6
–
–
Deferred tax liabilities
19
31.7
0.2
4.1
Total non-current liabilities
231.8
17.0
24.5
Total liabilities
426.5
109.9
116.7
Net assets
183.2
198.9
127.7
Equity
Issued share capital
23
0.2
0.2
0.2
Share premium
23
81.1
81.1
31.5
Treasury reserve
(11.3)
(19.4)
(9.6)
Merger reserve
9.2
9.2
9.2
Foreign exchange reserve
11.2
11.7
14.6
Retained earnings
92.7
116.3
82.1
Total equity attributable to owners of the parent
183.1
199.1
128.0
Non-controlling interests in equity
0.1
(0.2)
(0.3)
Total equity
183.2
198.9
127.7
The notes and accounting policies on pages 130 to 173 form an integral part of these consolidated financial statements. The financial
statements on pages 110 to 173 were authorised for issue by the Board of Directors on 5 November 2024 and signed on its behalf by:
Alex McIntosh
Chief Finance Officer
YouGov plc Registered No. 03607311
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
124
125
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
for the year ended 31 July 2024
Consolidated Statement of Financial Position
for the year ended 31 July 2024
Note
Attributable to equity holders of the Company
Issued
share
capital
£m
Share
premium
£m
Treasury
reserve
£m
Merger
reserve
£m
Foreign
exchange
reserve
£m
Retained
earnings
£m
Equity
attributable
to owners of
the parent
£m
Non-
controlling
interests in
equity
£m
Total
£m
Balance at 1 August 2022 (Reported)
0.2
31.5
(9.6)
9.2
14.6
79.4
125.3
(0.3)
125.0
Prior year adjustments
–
–
–
–
–
2.7
2.7
–
2.7
Balance at 1 August 2022 (Restated)
0.2
31.5
(9.6)
9.2
14.6
82.1
128.0
(0.3)
127.7
Actuarial gains
–
–
–
–
–
0.4
0.4
–
0.4
Exchange differences on
translation
–
–
–
–
(2.9)
–
(2.9)
–
(2.9)
Net (loss)/gain recognised
directly in equity
–
–
–
–
(2.9)
0.4
(2.5)
–
(2.5)
Profit for the year
–
–
–
–
–
34.5
34.5
0.1
34.6
Total comprehensive income/
(expense) for the year
–
–
–
–
(2.9)
34.9
32.0
0.1
32.1
Issue of shares
23
–
49.6
–
–
–
–
49.6
–
49.6
Acquisition of treasury shares
–
–
(9.9)
–
–
–
(9.9)
–
(9.9)
Treasury shares used to settle
share option exercises
–
–
0.1
–
–
(0.1)
–
–
–
Dividends paid
7
–
–
–
–
–
(7.7)
(7.7)
–
(7.7)
Share-based payments
24
–
–
–
–
–
7.6
7.6
–
7.6
Tax in relation to share-based
payments
19
–
–
–
–
–
(0.5)
(0.5)
–
(0.5)
Total transactions with owners
recognised directly in equity
–
49.6
(9.8)
–
–
(0.7)
39.1
–
39.1
Balance at 31 July 2023 (Restated)
0.2
81.1
(19.4)
9.2
11.7
116.3
199.1
(0.2) 198.9
Balance at 31 July 2023 (Reported)
0.2
81.1
(19.4)
9.2
11.7
113.6
196.4
(0.2) 196.2
Prior year adjustments for year
ended 31 July 2022
–
–
–
–
–
2.7
2.7
–
2.7
Prior year adjustments for year
ended 31 July 2023
–
–
–
–
–
–
–
–
–
Balance at 31 July 2023 (Restated)
0.2
81.1
(19.4)
9.2
11.7
116.3
199.1
(0.2) 198.9
Actuarial gains
0.4
0.4
0.4
Exchange differences on
translation
–
–
–
–
(0.5)
–
(0.5)
–
(0.5)
Net (loss)/gain recognised
directly in equity
–
–
–
–
(0.5)
0.4
(0.1)
–
(0.1)
(Loss)/profit for the year
–
–
–
–
–
(2.4)
(2.4)
0.3
(2.1)
Total comprehensive (expense)/
income for the year
–
–
–
–
(0.5)
(2.0)
(2.5)
0.3
(2.2)
Acquisition of treasury shares
–
–
(1.9)
–
–
–
(1.9)
–
(1.9)
Treasury shares used to settle
share option exercises
–
–
10.0
–
–
(10.0)
–
–
–
Dividends paid
7
–
–
–
–
–
(10.1)
(10.1)
–
(10.1)
Share-based payments
24
–
–
–
–
–
2.7
2.7
–
2.7
Tax in relation to share-based
payments
19
–
–
–
–
–
(1.6)
(1.6)
–
(1.6)
Settlement of fully vested
share options
–
–
–
–
–
(2.6)
(2.6)
–
(2.6)
Total transactions with owners
recognised directly in equity
–
–
8.1
–
–
(21.6)
(13.5)
–
(13.5)
Balance at 31 July 2024
0.2
81.1
(11.3)
9.2
11.2
92.7
183.1
0.1 183.2
The notes and accounting policies on pages 130 to 173 form an integral part of these consolidated financial statements.
Note
2024
£m
2023
Restated
£m
Cash flows from operating activities
Profit before taxation
4.0
44.7
Adjustments for:
Finance income
5
(2.0)
(0.3)
Finance costs
5
8.7
0.7
Amortisation of intangibles
2
31.0
21.0
Depreciation
2
5.7
4.3
Impairments
10
1.7
–
Share-based payment expense
2
2.7
7.6
Settlement of share-based payments
(2.6)
–
Other non-cash items
-
(2.5)
Settlement of contingent consideration
18
(4.7)
(2.3)
Decrease / (increase) in trade and other receivables
2.5
(0.3)
Increase / (decrease) in trade and other payables
3.5
(2.8)
Increase / (decrease) in provisions
3.4
(1.1)
Cash generated from operations
53.9
69.0
Interest paid
(6.6)
(0.5)
Income taxes paid
(9.6)
(9.3)
Net cash generated from operating activities
37.7
59.2
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired)
(261.6)
–
Purchase of property, plant and equipment
12
(2.0)
(1.1)
Purchase of intangible assets
(17.3)
(16.3)
Interest received
2.0
0.3
Net cash used in investing activities
(278.9)
(17.1)
Cash flows from financing activities
Proceeds from the issue of share capital (net of costs)
–
49.8
Principal element of lease payments
(3.9)
(3.2)
Drawdown of bank loans
232.8
–
Repayment of Bank loans
(8.6)
–
Dividends paid to shareholders
(10.1)
(7.7)
Purchase of treasury shares
(1.9)
(9.8)
Net cash generated from financing activities
208.3
29.1
Net (decrease) / increase in cash and cash equivalents
(32.9)
71.2
Cash and cash equivalents at beginning of year
107.2
37.4
Exchange loss on cash and cash equivalents
(0.7)
(1.4)
Cash and cash equivalents at end of year
16
73.6
107.2
The notes and accounting policies on pages 130 to 173 form an integral part of these consolidated financial statements.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
126
127
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
for the year ended 31 July 2024
Consolidated Statement of Cash Flows
as at 31 July 2024
Note
2024
£m
2023
Restated
£m
Assets
Non-current assets
Intangible assets
11
4.0
3.7
Property, plant and equipment
12
0.4
0.3
Right-of-use assets
13
2.8
3.5
Investment in subsidiaries
14
138.8
89.0
Deferred tax assets
19
1.2
2.8
Total non-current assets
147.2
99.3
Current assets
Trade and other receivables
15
107.2
81.1
Current tax assets
–
0.7
Cash and cash equivalents
16
20.0
61.5
Total current assets
127.2
143.3
Total assets
274.4
242.6
Liabilities
Current liabilities
Trade and other payables
17
110.3
49.8
Current tax liabilities
0.6
–
Provisions
18
4.6
3.3
Lease liabilities
0.6
0.7
Total current liabilities
116.1
53.8
Net current assets
11.1
89.5
Non-current liabilities
Provisions
18
2.2
2.2
Lease liabilities
2.4
3.1
Total non-current liabilities
4.6
5.3
Total liabilities
120.7
59.1
Net assets
153.7
183.5
Equity
Issued share capital
23
0.2
0.2
Share premium
23
81.1
81.1
Merger reserve
9.2
9.2
Retained earnings
63.2
93.0
Total equity
153.7
183.5
The loss for the year was £17.5m (2023: Profit £69.6m).
The notes and accounting policies on pages 130 to 173 form an integral part of these financial statements. The financial
statements on pages 110 to 173 were authorised for issue by the Board of Directors on 5 November 2024 and signed on its
behalf by:
Alex McIntosh
Chief Finance Officer
YouGov plc Registered No. 03607311
Note
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 August 2022 (Restated)
0.2
31.5
9.2
33.7
74.6
Profit for the year
–
–
–
69.6
69.6
Total comprehensive income for the year
–
–
–
69.6
69.6
Issue of shares
23
–
49.6
–
–
49.6
Acquisition of treasury shares
23
–
–
–
(9.9)
(9.9)
Dividends paid
7
–
–
–
(7.7)
(7.7)
Share-based payments
–
–
–
7.6
7.6
Tax in relation to share-based payments
19
–
–
–
(0.3)
(0.3)
Total transactions with owners recognised
directly in equity
–
49.6
–
(10.3)
39.3
Balance at 31 July 2023
0.2
81.1
9.2
93.0
183.5
Loss for the year
–
–
–
(17.5)
(17.5)
Total comprehensive expense for the year
–
–
–
(17.5)
(17.5)
Acquisition of treasury shares
23
–
–
–
(1.9)
(1.9)
Dividends paid
7
–
–
–
(10.1)
(10.1)
Share-based payments
–
–
–
0.9
0.9
Tax in relation to share-based payments
19
–
–
–
(1.2)
(1.2)
Total transactions with owners recognised
directly in equity
–
–
–
(12.3)
(12.3)
Balance at 31 July 2024
0.2
81.1
9.2
63.2
153.7
The notes and accounting policies on pages 130 to 173 form an integral part of these financial statements.
YouGov plc Annual Report & Accounts 2024
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128
129
FINANCIAL STATEMENTS
Parent Company Statement of Financial Position
as at 31 July 2024
Parent Company Statement of Changes in Equity
for the year ended 31 July 2024
Nature of operations
YouGov plc and subsidiaries’ (the “Group”) principal activity is
the provision of digital market research.
YouGov plc (the “Company”) is the Group’s ultimate Parent
Company. It is a public limited company incorporated and
domiciled in United Kingdom. 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. Figures are rounded to the nearest
million, unless otherwise indicated.
Basis of preparation
The consolidated financial statements of YouGov plc are for
the year ended 31 July 2024. They have been prepared under
the historical cost convention modified for fair values under
International Financial Reporting Standards (“IFRS”). Financial
assets, such as defined benefit plan assets, and financial liabilities,
such as contingent consideration, are measured at fair value.
These consolidated financial statements have been prepared in
accordance with UK-adopted international accounting standards
in conformity with the requirements of the Companies Act 2006
applicable to companies reporting under IFRS.
The separate financial statements of the Company are
presented as required by the Companies Act 2006.
Application of FRS 101
The following exemptions from the requirements of IFRS have
been applied in the preparation of the Company’s financial
statements, in accordance with FRS 101:
•
IAS 7: Statement of Cash Flows
•
IFRS 7: Financial Instruments – Disclosures
•
Paragraphs 91 to 99 of IFRS 13: Fair Value Measurement
(disclosure of valuation techniques and inputs used for fair
value measurement of assets and liabilities
•
Paragraph 38 of IAS 1: Presentation of Financial Statements
– Comparative information requirements in respect of:
•
Paragraph 73(e) of IAS 16: Property, Plant and
Equipment
•
Paragraph 118(e) of IAS 38: Intangible Assets
•
The requirements in IAS 24: Related party disclosures, to
disclose related party transactions entered into between
two or more members of a group.
The policies set out below have been consistently applied to all
years presented for both the Group and the Company.
Restated Balance Sheet Due to Prior
Period Errors (IAS 8)
Background
During the preparation of the FY24 financial statements, the
Group identified errors in the previously reported FY23 financial
statements. These errors have been corrected in accordance
with IAS 8, which requires retrospective restatement.
The errors related to capitalised software development and
panel incentive provisions. The adjustments have been applied
retrospectively with the comparative figures for the year
ended 31 July 2023 restated accordingly.
Capitalised software development
During the current year audit, it was identified that there was
an error in relation to the misapplication of IAS 38 accounting
policy against software additions. Previously the additions
were being amortised in the month the cost was incurred
rather than when the asset was available for use. The software
development asset was understated by £4.4m.
Panel Incentive provision
The group historically accounted for panel incentive provision
under IAS 37, however in FY24 it was challenged whether the
arrangement with our panellists met the criteria of a financial
liability per IFRS 9/IAS 32 since the panellists hold a contractual
right to receive cash on reaching the specified redemption
levels. The Group has updated the accounting to classify the
panel incentive points into the following categories:
•
Contractual right to receive cash – financial liability under
IFRS 9.
•
Non-cash incentives – Provision under IAS37.
•
Combination of cash and non-cash incentives – financial
liability under IFRS 9 for cash portion.
The net impact has been to recognise to recognise a financial
liability of £3.3m and derecognise panel provision of £1.6m on
the prior year opening balance sheet. The difference has been
recognised as an adjustment to retained earnings.
The table below summarises the adjustments made. There is
immaterial income statement impact in 2023:
Adjustments from prior year
1 August
2022
Reported
£m
Software
development
£m
Panel
incentive
provision
£m
1 August
2022
Restated
£m
Intangible Assets
35.1
4.4
–
39.5
Trade & Other
Payables
(66.8)
–
(3.3)
(70.1)
Provisions
(11.2)
–
1.6
(9.6)
Retained earnings
79.4
4.4
(1.7)
82.1
Adjustments from prior year
1 August
2023
Reported
£m
Software
development
£m
Panel
incentive
provision
£m
1 August
2023
Restated
£m
Trade & Other
Receivables
55.0
–
0.2
55.2
Trade & Other
Payables
(64.7)
–
(3.6)
(68.3)
Provisions
(11.7)
–
1.8
(9.9)
For the year ended 31 July 2023, there is no EPS impact and the
only retained earnings impact is the brought forward impact of
£2.7m from 1 August 2022 restated financials.
FY24 presentational changes and
FY23 restatements
During the reporting period, the Group has reviewed and
adjusted certain presentational items, triggered by the
transformational acquisition of CPS during the year. The
adjustments have been made to provide uniformity of
accounting policies and processes and also improve the
comparability of performance. 2023 comparatives have been
updated to reflect these presentational changes. None of
these adjustments impact net assets, reported statutory profit
or the tax charge for the year. Key changes made include:
•
Certain expenses totalling £13.6m have been reclassified
from administrative expenses to cost of sales. These
expenses are consumer panel amortisation charge and
staff costs directly attributable to data collection in
Switzerland. The overall reclassification was for £13.6m.
•
Amortisation costs of acquired customer relationship
and order backlog intangible assets has been removed
from adjusted operating profit and shown in separately
reported items. The change will give a more comparative
view of Group’s performance with other market research
and technology companies and a more comparable
performance metric across our business segments. See
Note 4 for further details.
•
Segmentation – see note 1 for details
•
Product segments have been updated to add CPS as a
new segment and combine Custom Research and Data
Services into one segment called Research.
•
Regional segments have been updated to align with
internal management reporting structure. India which
was previously included within AsiaPac is now included
in EMEA. CPS is also included in EMEA.
•
Allocation of central costs to product segments has
also been updated to reflect a change in internal
structure and allocation keys. Additionally, certain
revenues, previously recognised as other revenue have
been reclassified to Data Products and Research.
•
Revenue classification has been reviewed and changes
made as some revenue streams were previously
incorrectly presented as point in time rather than over
time in line with the pattern of recognition.
•
Segmental revenue analysis showing sales by origin or
destination of customer has been updated to bring in
additional countries following the CPS acquisition.
•
Definition of Key Management Personnel has been
updated to include the directors, the CEO and his direct
reports only. See Note 3 for further details.
None of the above adjustments have an impact on net assets,
reported statutory profit for the year or tax charge.
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 (loss)/profit for the year was £(17.5)m (2023: £69.6m).
Going concern
The Group meets its day-to-day working capital requirements
through its cash reserves and has access to a €40m Revolving
Credit Facility (“RCF”). At 31 July 2024, the Group had a healthy
liquidity position with £73.6m of cash and cash equivalents
(see Note 16). £20.0m of the RCF was drawn as at 31 July 2024.
The Group has net current liabilities of £45.7m and net assets
of £183.2m as at 31 July 2024.
While FY24 saw a decline in profitability leading to the trading
update in June 2024, the Group achieved a 15% adjusted
operating profit margin and underlying revenue continued to
increase year on year. Building on that, £20m of cost actions
have been built into the budget for FY25.
Having performed a going concern analysis covering the
period out to January 2026, management consider it is
appropriate to continue to adopt the going concern basis
in preparing the Consolidated and Company financial
statements. In doing so, management has considered:
•
that the Group’s revenue sources and operations are well
diversified, by country, currency and sector, and there is a
track record of growth.
•
the impacts of the current economic environment.
•
strong operating cash flows projected based upon the
Group’s budget for the year ended 31 July 2025.
•
the acquisition of Consumer Panel Business of GfK SE on
the 9 January 2024, where positive cash generation has
been experienced and is expected to continue.
•
the Group’s ability to flex its cost base in response to any
unexpected reductions in trading activity.
•
the Group’s access to its new three-year multi-currency
RCF of €40m which provides sufficient liquidity when
judged against operational requirements of the Group.
•
the Group’s access to a term loan of €240m in January
2024 which is in place until October 2027, with interest
payments made quarterly and principal payment made
annually from October 2024.
•
the acquisition of Yabble on the 6 August 2024 through
a combination of cash, equity, and a three year earn-out
based on specific revenue targets being met. The initial
cash consideration for the acquisition was £1.3m.
The Group’s financing arrangement require covenants to be
met. The covenants are Adjusted Leverage ratio (broadly,
the ratio of Net Debt to Adjusted EBITDA) and Interest Cover
(broadly, the ratio of net finance charge to Adjusted EBITDA).
The facility covenants are tested semi-annually and include
(i) a maximum Adjusted Leverage of 3.0x and, (ii) a minimum
Interest Cover of 4.0x. The first covenant testing period was
31st January 2024.
A severe but plausible scenario has been modelled whereby
revenue does not grow at all year on year, which is considered
appropriate as it reflects not achieving the expected growth
built into the FY25 Budget across the now diversified group
including CPS. The severe but plausible scenario is not a
forecast of the Group and is designed to stress test liquidity
and covenant compliance.
In their review of the severe but plausible scenario, the
Directors have also considered several mitigations that would
YouGov plc Annual Report & Accounts 2024
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130
131
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements
for the year ended 31 July 2024
help maintain headroom on the Group’s covenants, and are at
their discretion, including but not limited to:
•
reduction or postponement of dividend payments,
•
reduction of bonus payments, and
•
removal of increased overheads to support the originally
planned growth.
•
renegotiate terms of the loan facilities.
A reverse stress test was also performed using the severe but
plausible scenario and mitigations, it then took a further 9%
reduction in revenue over the going concern period to cause
a breach in covenants. It was deemed this was an implausible
scenario, however if this scenario were to occur there are
further mitigations that could be applied.
The Directors have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as
they fall due for a period of at least 12 months from the date
of approval of these financial statements. Accordingly, the
Directors continue to adopt the going concern basis for the
preparation of the financial statements.
New standards, amendments and
interpretations of existing standards
adopted by the Group
No new standards, amendments and interpretations have been
introduced which the Management considers would have a
material impact on the financial statements of the Group.
New standards and interpretations
The following amendments to standards and interpretations
are mandatory for the first time for the Group for FY24 and
could be relevant to the preparation of the Group’s future
financial statements:
•
Amendment to IAS 1: Non-current liabilities with covenants
and Classification of Liabilities as Current or Non-current –
effective 1 January 2024
The new and amended standards and interpretations that are
issued, but not yet effective, up to the date of issuance of the
Group’s financial statements are disclosed below:
•
Amendments to IFRS 16: Leases on sale and leaseback –
effective 1 January 2024
•
Amendments to IAS 7 and IFRS 7: Supplier finance
arrangements – effective 1 January 2024
•
Amendments to IAS 21: Lack of Exchangeability – effective
1 January 2025
•
Amendments to IFRS 18: Presentation and Disclosure in
Financial Statements – effective 1 January 2027
Management does not expect the above standards and
amendments to have a material impact on the financial
statements of the Group in future periods. Management will
also assess the impact on the Group prior to the effective date
of their implementation.
Consideration of climate change
In the Strategic Report, we report the energy and carbon
disclosure and measures to limit the increase (pages 47 to 54).
We are a naturally low-emission business and therefore there
is limited climate change related risk. In preparing the financial
statements, the Directors have considered the impact of
climate change and concluded that there has been no material
impact identified on the financial reporting judgements and
estimates. In particular, the Directors considered the impact of
climate change in respect of the following areas:
•
revenue recognition for long-term contracts;
•
going concern and viability of the Group over the next
three years;
•
cash flow forecasts used in the impairment assessments
of non-current assets including goodwill and other
intangible assets
•
carrying value and useful economic lives of property, plant
and equipment; and
•
valuation of assets held within the Group’s defined benefit
pension scheme.
Whilst there is currently no medium-term impact expected
from climate change, the Directors are aware of the ever-
changing risks attached to climate change and will regularly
assess these risks against judgements and estimates made in
preparation of the Group’s financial statements.
Basis of consolidation
The Group financial statements consolidate the Company and
all of its subsidiary undertakings (see Note 14) drawn up to
31 July 2024. 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.
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.
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 Executive
Directors. The Executive Directors primarily review information
based on product lines. Following the acquisition of Consumer
Panel Services (“CPS”) (see note 9), this has been included as
a separate product segment. Also refer to FY24 presentational
changes and FY23 restatements on page 131.
Non-IFRS Measures
The Group uses a number of non-IFRS measures to
supplement its reporting requirements under IFRS. The
directors believe that these measures help:
•
Provide a more comparable basis to assess the year-on-
year operational performance or underlying tax rate
•
Facilitate performance evaluation either individually or
relative to other companies
•
Remove the impact of foreign exchange rate movements
to provide an assessment of performance or position on a
like for like basis
•
Provide additional insight that may be useful to the readers
of the financial statements
These measures, together with reconciliation to the
appropriate IFRS measure, are outlined as part of the Chief
Finance Officer’s Review within the Strategic Report section –
refer to pages 35 to 36.
Revenue
Revenue is recognised in accordance with IFRS 15 Revenue
from Contracts with Customers. Under IFRS 15, an entity
should recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled
in exchange for those goods or services. This principle is
represented in a five-step model.
1.
Identify the contract(s) with a customer
2. Identify the performance obligation(s) in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance
obligations in the contract
5. Recognise revenue when (or as) the entity satisfies a
performance obligation
Contract liabilities and contract assets arise due to differences
between the revenue recognised and the amounts invoiced to
customers. Contract liabilities are recorded when the company
has received consideration but has not yet provided services.
This includes advance payments or amounts billed that
exceed the recognised revenue at a given point, referred to
as deferred income. Contract assets represent the company’s
right to consideration for services that have been performed
but not yet invoiced by the reporting date, also referred to as
accrued income.
Revenue is recognised net of any Value Added Tax or trade
discounts.
Research
Revenue arises from the provision of market research services.
Custom Research Ad-hoc These projects differ in size,
scope, and complexity, ranging from large national and
multinational studies to those that focus on specific
commercial, social, or political issues for clients. The research
is either quantitative or qualitative. Revenue is recognised
using the input method based on a percentage completion,
with a single performance obligation measured across four
stages: setup, fieldwork, analysis, and reporting. YouGov
recognises revenue proportionally at each stage, based on
the ratio of direct purchase costs and timesheet hours. The
Company’s performance under these arrangements do not
create an asset with an alternative use to the company and
include an enforceable right for performance completed to
date and revenue for these services is recognised over time
(Over Time).
CPS Ad-hoc relates to ad-hoc research studies which
comprise of systematic, empirical surveying used as the
basis of marketing decisions in all areas of the marketing mix.
Revenue is recognised using the input method based on the
percentage of completion method and revenue is recognised
over time (Over Time).
Custom and Field & Tab (F&T) Tracker The deliverable is
to provide tailored packages for brand health and reputation
tracking requiring ongoing recurring setup and fieldwork.
As the customer simultaneously receives and consumes the
benefits provided by the company’s performance, revenue
is recognised over time on a straight-line basis, in line with
the fulfilment of the performance obligation during the
contractual period. (Over Time).
Data Services The deliverable is to provide the client with
fast-turnaround, multi-client Omnibus & YouGov Direct Survey
services. The service is effectively provided for one day,
revenue is recognised at a point in time, on the last day of the
month in which survey result is delivered to the client, and
when the control of the service is transferred to the customer.
(At a point in time).
CPS Panel Surveys of individual persons and households
distinguished by the fact that in principle the same data is
gathered each time, at the same recurring point in time, using
the same sample and in always the same way. The revenue for
these studies is realised once the service is delivered to the
client. (At a point in time).
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132
133
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements continued
for the year ended 31 July 2024
Other research revenue Affiliate License Fees are recognised
over time on a straight line basis throughout the contract
period. Commission, handling fees & panel build are
recognised at a point in time upon delivery of the services,
when the control of the services is transferred to the customer.
Data Products
The customer simultaneously receives and consumes the
benefit from the entity’s performance by providing access to
YouGov’s intellectual property as the performance occurs and
revenue is recognised on straight line basis from start to the
end of the contractual period. (Over Time). Revenue related
to Data Pull is recognised at a point in time, on the last day of
the month in which the data pull is delivered to the client. (At a
point in time).
Data products also include advertising solutions which
delivers, adverts and offers a unique way to monetise and
utilise YouGov data. Customers gather both online and offline
data from YouGov and participate in a shared revenue pool,
with revenue being recognised over time as the customer
simultaneously receives and consumes the benefits provided
by company’s performance.
CPS Syndicated Studies
CPS Syndicated Studies investigate markets or market
participants without there being a specific order from a client
beforehand, to whose needs the study is tailor-made. CPS
undertakes these studies on its own right and the finished
study is offered on the market without customer-specific
adjustments. Syndicated studies may be carried out on a one-
off basis or repeatedly but do not necessarily fulfil the tightly
regimented features of a panel. The finished study is offered
to potential clients to purchase. The revenue for these studies
is realised once the service is delivered to the client (At a point
in time).
Cost of sales
Cost of Sales includes costs directly attributable to Revenue.
These include the cost of collecting data from our own
panel (panel incentives), panel services and data provided
by third-party providers, amortisation of panel acquisition
costs and compensation of CATI (Computer Aided Telephone
Interviewing) staff who are paid on an hourly basis to collect
panel information.
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 panel incentive provision of the Group represents the
Directors’ best estimate of the future liability in relation to the
value of panel incentives that have accrued by panellists’ up to
31 July 2024. 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 the
cost to fulfil panellist incentives 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
prize draws offered in various territories. Costs for panellists
who have met specified redemption levels and receive cash
on redemption, are treated as a financial liability under IFRS 9
and booked in Trade and other payables.
Sabbatical Provision
See loyalty programme benefits on page 140.
Restructuring Provision
See termination benefits on page 140.
Defined benefit pension schemes
YouGov Schweiz AG (formerly known as LINK Marketing
Services AG) operates a defined benefit pension scheme
whereby the amount of pension benefit that an employee
will receive on retirement is defined by reference to the
employee’s length of service and final salary (Note 21). The
legal obligation for any benefits remains with the Group, even
if scheme assets for funding the defined benefit scheme have
been set aside. The liability recognised in the consolidated
statement of financial position for the defined benefit scheme
is the present value of the defined benefit obligation at the
reporting date less the fair value of plan assets.
Management estimates the defined benefit obligation annually
with the assistance of independent actuaries using the
projected unit credit method. This is based on standard rates
of inflation, salary growth rate and mortality. Discount factors
are determined close to the end of each annual reporting
period by reference to Swiss Franc high quality corporate
bonds to match the currency that the benefits will be paid
in and have terms to maturity approximating the terms of
the related pension liability. The benefit payments are from
trustee-administered funds as the obligations fall due. Service
cost on the defined benefit scheme is included in employee
benefits expense. Employee contributions, all of which are
independent of the number of years of service, are treated
as a reduction of service cost. Net interest expense on the
net defined benefit liability is included in finance costs. Gains
and losses resulting from remeasurements of the net defined
benefit liability are included in other comprehensive income
and are not reclassified to profit or loss in subsequent periods.
Finance income and finance costs
The Group receives finance income for cash funds that are
held on short-term instant access deposits. 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.
Finance costs mainly arise from interest and other costs
related to Group borrowings and lease interest. Costs directly
attributable to financing arrangements are capitalised and
amortised over the life of the arrangement. Finance cost
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 Consolidated Income Statement separately identifies
items that 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 or should not be separately identified, the Directors
consider quantitative as well as qualitative factors such as the
frequency, predictability of occurrence, commercial sensitivity
and significance. This is consistent with the way that financial
performance is measured by management and reported to the
Board. Disclosing certain items separately provides additional
understanding of the performance of the Group.
The items considered as separately reportable are acquisition-
related costs, impairments, re-organisation and integration
costs and the amortisation of acquired customer list and order
backlog intangibles. Following the acquisition of CPS, the
presentation of separately reported items has been updated to
include amortisation costs of acquired customer relationship
and order backlog intangible assets. Management believes
that excluding acquired customer relationship and order
backlog amortisation from adjusted operating profit provides
a more consistent basis to compare growth from organic and
acquired segments. Separately reported items are disclosed in
Note 4.
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 evaluate 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.
Taxation on the value of realised and unrealised gains on
the exercise of share options deductible against current
income tax in excess of the amount recognised in the income
statement are charged directly to equity. Other 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.
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.
As a result of the adoption of the amendment to IAS 12 in
relation to Deferred Tax related to Assets and Liabilities arising
from a Single Transaction, the Group has provided further
disclosure below to show the assets and liabilities to which the
depreciation in excess of capital allowances relate.
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135
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements continued
for the year ended 31 July 2024
Dividends
Dividends are recognised when the shareholders right to
receive the payment is established. Unpaid dividends that
do not meet the criteria are disclosed in the notes to the
financial statements. Dividend income is recognised when the
Company’s 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 and 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.
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost
less provisions for impairment. Investments are reviewed for
impairment if there are indicators that the carrying value may
not be recoverable.
Where subsidiary activities are reorganised and integrated
into the wider Group, the carrying amount of the investment
in such subsidiary is apportioned and allocated across the
relevant business units based on its profit contribution. As
a result of such investment reallocation, the corresponding
investment balances of those business units are increased,
and any unallocated amounts are recognised as impairment
charges in the income statement.
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 as part of
administrative expenses, except for the amortisation of
consumer panel, which is recognised in cost of sales, and the
amortisation of acquired customer lists and acquired order
backlog, which are recognised in separately reported items.
Consumer panel
The consumer panel, which is externally acquired, 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 in accordance with IAS 38 while
maintenance costs are expensed. The Directors are satisfied
that capitalisation of enhancement costs is appropriate under
IAS 38. The Group has exclusive control over the data the
panel generates and the use of this data is fundamental to
the Group’s revenue-generating capabilities. Amortisation
is charged to write off the panel acquisition costs over an
18-month period to a 3-year period depending on the panel
and territory, those being the Directors’ estimates of the
average active life of a panellist.
With the acquisition of CPS, its panel has been recognised at
the date of acquisition at fair value as per Group policy. The
accounting policy for the treatment of consumer panel costs
has also been aligned to capitalise direct external costs of
recruiting panel members with amortisation being charged
over a 5 year period.
Customer contracts 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.
Amortisation of acquired customer lists is excluded from
adjusted operating profit and shown as separately reported
items to provide better comparability of the performance of
organic and acquired business segments.
Order backlog
Where an order backlog 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.
The order backlog acquired as part of a business combination
is amortised over a useful economic life based on
Directors’ estimates. Amortisation of acquired order backlog
is excluded from adjusted operating profit and shown as
separately reported items to provide better comparability of
the performance of organic and acquired business segments.
Intangible assets generated internally
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.
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.
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 as follows:
Intangible asset
Amortisation
period
Software and software development
3–5 years
Product development
3 years
Software and software development
Capitalised software includes our survey and panel
management software and other applications and software,
which are key tools of the Group’s business. Software and
software development also include purchased off-the-shelf
licensed 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 to five year period, this being the Directors’
estimate of the useful life of software.
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. 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. Intangible assets acquired
as part of a business combination are amortised using a
straight-line method over the following periods:
Intangible asset
Amortisation period
Brand
3 years
Software and software development
3–5 years
Customer contracts and lists
5–15 years
Order backlog
1.5 years
Trademarks
5–15 years
Impairment testing of goodwill, other
intangible assets and property,
plant and equipment
For impairment testing, assets are grouped at the lowest
levels for which there are separately identifiable cash flows
(cash-generating units or “CGUs”). Goodwill is allocated to
those CGUs 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 CGUs 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
CGUs 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 CGU’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 CGUs, 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 CGU. With the exception of goodwill,
all assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist.
Goodwill impairment is shown as separately reported items.
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.
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
Depreciation rate
Freehold property
Straight line over 25 years
Leased property
improvements & leased
motor vehicles
Straight line over the life of the
lease
Fixtures and fittings
Straight line over 3–13 years
Computer equipment
Straight line over 3–5 years
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FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements continued
for the year ended 31 July 2024
The residual values and useful lives of all assets are reviewed at
least at the end of each reporting period.
Assets held for sale
Non-current assets, in the process of being disposed, are
classified as held-for-sale. These assets are measured at the
lower of their carrying amount or fair value less costs to sell.
Any impairment loss is allocated first to goodwill, and then
to the remaining assets and liabilities on a pro-rata basis.
Impairment losses on initial classification as held-for-sale
and subsequent gains and losses on remeasurement are
recognised in profit or loss. On classifying as held-for-sale, the
assets are no longer amortised or depreciated.
Leased assets
IFRS 16 requires lessees to recognise a lease liability reflecting
future lease payments and a “right of use asset” for virtually all
lease contracts. Once a lease is identified, the initial value of
the liability and right of use asset must be calculated. The lease
liability consists of the present value of the lease payments
that are not paid at the commencement date. Future lease
payments are discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the
incremental borrowing rate. Variable lease payments that
are tied to an external rate, such as the retail price index, are
measured using the rate at the commencement date.
The right of use asset comprises the lease liability value plus any
lease payments made at or before the commencement date,
less any lease incentives received. Initial direct costs incurred
and any restoration provisions required under the terms of the
lease are also included in the asset value calculation.
Subsequently the lease liability balance is reduced to
reflect any payments made in the period and increased as
interest is accrued on the remaining balance. The right of
use asset is depreciated in a straight line over the life of the
lease agreement. The depreciation element is recognised
within administrative expenses while the interest expense is
recognised within finance costs.
If modifications to the terms of a lease result in a change to
the expected future payments, the lease liability is remeasured
to reflect the discounted value of the revised payments. The
change is recognised as an adjustment to the right of use
asset. If the carrying amount of the asset is reduced to zero
and there is a further reduction in the measurement of the
lease liability, any remaining amount of the remeasurement is
recognised in the income statement.
The following lease types are exempt from the lease model:
i)
Leases with a duration of 12 months or under
ii) Leases for which the underlying asset is of a low value
(under $5,000 in cost)
Payments relating to leases falling under either of these
categories are recognised as an expense on a straight-line
basis over the lease term.
Leasing activities of the Group include leasing of premises,
computer and office equipment, and motor vehicles.
Financial assets
Financial assets are divided into the following categories: trade
receivables, Amounts owed by Group undertakings (Company
only), loans and other financial assets. Financial assets are
assigned to the different categories by management on initial
recognition, depending on the purpose for which they were
acquired.
Trade receivables are initially recognised at their transaction
price and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. Under
IFRS 9, the Group’s trade receivables and accrued income from
sales of products are subject to the expected credit loss model.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables and accrued income.
Trade debtor balances where there is a clear indication of
impairment are provided for specifically. A trade receivables
impairment provision is established when there is 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 are considered indicators that the
trade receivable is impaired.
The expected credit loss is the difference between the
carrying amount of the trade receivables balance at the
measurement date, less any amounts with specific provisions,
and the total amount expected to be recovered. The expected
loss allowance is calculated on a regional basis using the
historic default rates in each geography, adjusted for other
considerations such as local economic conditions and
anticipated future events.
The asset value is reduced by an expected credit loss, and
the amount of the loss is recognised in the Consolidated
Income Statement within administrative expenses. When a
trade receivable is not collectable, it is written off against the
allowance for expected credit losses. Subsequent recoveries
of amounts previously written off are credited against
administrative expenses in the Consolidated Income Statement,
reversing the impairment loss that was previously recognised.
Amounts owed by Group undertakings (Company only) are
initially recognised at their transaction price and subsequently
measured at amortised cost using the effective interest
method. Balances where there is a clear indication of
impairment are provided for specifically and an impairment
provision is established and the amount of loss is recognised
in the Consolidated Income Statement within administrative
expenses with subsequent recoveries of amounts previously
written off are credited against administrative expenses in the
Consolidated Income Statement, reversing the impairment loss
that was previously recognised.
Receivables are non-derivative financial assets with
contractual cash flows and are not quoted in an active market.
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.
An assessment for impairment is undertaken at least at each
reporting date.
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 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.
Contingent consideration is recognised and carried at fair
value through profit or loss by discounting to present value
the amounts expected to be payable in the future. They are
classified as current liabilities if payment is due within one year
or less. If not, they are presented as non-current liabilities.
Panel incentive costs for panellists who have met specified
redemption criteria and there is an obligation to pay cash
are recorded amortised cost using the effective interest rate
method. These are all classified as current liabilities.
A financial liability is derecognised only when the obligation
is extinguished, that is, when the obligation is discharged or
cancelled or expires.
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;
•
treasury shares for the purpose of equity refers to the
shares in YouGov plc that are held by the YouGov plc
Employee Benefit Trust (“EBT”) to fulfil YouGov plc
employee share scheme commitments. The shares held by
EBT are not considered as Treasury Shares as defined by
the Companies Act 2006 s724 as the EBT waives its voting
rights over the shares as the shares are unallocated. As the
EBT waives its voting rights, the EBT shares are excluded
from the total issued share capital when considering total
voting rights;
•
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 group recognises non-controlling interests in an
acquired entity at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets.
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
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139
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements continued
for the year ended 31 July 2024
of the transaction. The exchange differences arising from the
re-translation of the opening net investment in subsidiaries are
taken directly to the “Foreign exchange reserve” in equity.
Exchange differences on the translating and settlement of
monetary items other than cash and cash equivalents are
included within movement in working capital. Exchange
differences on cash and cash equivalents included within
finance income and expense are included within exchange
movements in cash and cash equivalents. The cash flows
included in the financial statements of foreign subsidiaries
are translated at average exchange rates for the year with any
change in the value of cash and cash equivalents of foreign
subsidiaries also being included within exchange movements
in cash and cash equivalents. Net exchange differences on the
translation of items in foreign subsidiary cash flows eliminated
on consolidation are included within other non-cash items.
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, being the date
when there is a joint understanding of the terms of the scheme
and any personal objectives have been agreed. The fair value
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.
Estimated social costs payable are accrued for based on the
number of shares expected to vest, the share price at the balance
sheet date and local rates of employer’s social tax payable on the
balance sheet date, on the exercise of share options.
Upon exercise of share options, the proceeds received net of
attributable transaction costs are credited to share capital and,
where appropriate, share premium.
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 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 unless settled directly with the subsidiary.
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.
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.
Also see staff gratuity costs in provisions policy on page 160.
Loyalty programme
The Group operates a global loyalty policy rewarding
employees for reaching certain service anniversary milestones
at five, ten, fifteen, twenty and twenty-five years. Benefits
include provision of paid sabbatical leave and additional
vacation days. In line with IAS19, the Group calculates the
sabbatical leave provision by calculating the expected future
salary when the sabbatical leave is expected to be taken and
using this to calculate the benefit obligation of the present
value of the sabbatical leave cost, proportionate to the number
of years of service completed by applying the historical
attrition rate of leavers. This is then discounted back to the
present value and adjusted for the probability of the employee
remaining with the Group until the leave is taken.
Sales commissions
Sales commissions paid are accounted for as staff costs within
administrative expenses as they are considered to be part
of total remuneration. These costs are not considered to be
incremental costs for capitalising under IFRS 15.
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.
Significant accounting estimates
and judgements
In the process of applying the Group’s and Company’s
accounting policies, the Directors are required to make
estimates and judgements in the application of accounting
standards 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 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. 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.
Estimates have been made in respect of the following:
Revenue recognition
The Group has assessed the revenue relating to long-term
Custom Research contracts that are ongoing at the year-
end. Recognition of the completed work for Custom Ad hoc
projects are based on completion of stages and custom
trackers are based on straight-line basis over time. An increase
of 10% on the estimated completion of open projects would
result in a revenue movement of £2.0m (2023: £2.0m) up and
down, respectively.
Sensitivity analysis on estimated completion of open long-
term contracts at year-end is disclosed in Note 1.
Goodwill
The Group tests annually whether goodwill has suffered any
impairment, in accordance with the accounting policy. The
impairment test 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.
Panel incentive provision
The panel incentive provision of the Group represents the
Directors’ best estimate of the future liability in relation to the
value of panel incentives that have accrued by panellists’ up
to 31 July 2024. 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 cost savings and discount rates.
While historical data can indicate trends and behaviours, it
is not a definite indicator of the future. The estimates used
in calculating the panel incentive provision and details of
sensitivities are fully disclosed in Note 18.
Defined benefit pension net liability
The defined benefit plan exposes the Group to actuarial
risks, such as longevity risk, currency risk, interest rate risk
and market (investment) risk. Management utilises external
actuaries to calculate scheme balances. Assumptions, and
sensitivities, includes discount rates used, the underlying
inflation rate, salary increase rate and other demographic
assumptions which are more fully disclosed in Note 21.
Judgements have been made in respect of the following:
Capitalisation of panel acquisition costs
Panel acquisition costs include panel points for the welcome
survey, payments to third parties introducing panellists
and payments to internet search companies. Judgement is
required in the determination of the costs that satisfy the IAS
38 criteria for capitalisation as intangible assets. Under IAS 38
it is necessary to demonstrate that the asset is identifiable,
that it is under the control of the Group and that it generates
future economic benefits. The requirements of IAS 38 are met
because the Group has exclusive control over the data the
panel generates and only Group entities can access the panel
to utilise it. The panel enables YouGov to rapidly collect data
from a variety of demographics, which underpins the Group’s
revenue-generating capabilities.
The costs of maintaining the panel are expensed as incurred.
This includes costs such as staff costs for the team which
manages panel experience. The Group considers the panels
in each of the countries that we operate to assess which
demographic needs development to meet the needs of our
customers and to provide new products each month. A monthly
basis is the most appropriate frequency measurement for the
panel asset, as the panel needs assessment and panel costs
collation are performed each month. Hence, management
defines the unit of account for panel capitalisation as the
monthly spend in a given country. The demographic and
geographical makeup of the panel is constantly evolving and
therefore the costs of enhancing the panel are capitalised. When
the Group acquires new cohorts of panellists to serve new
markets this expenditure is also capitalised. The costs incurred to
acquire panel members are directly associated with new joiners
to the panel and do not include more general expenditure for
promoting products or services to potential customers.
Acquisitions
Acquisition accounting involves revaluing identifiable assets
acquired and liabilities assumed at their fair values on the
acquisition date. The determination of the fair values of
identifiable assets acquired and liabilities assumed involves
significant judgment and estimation.
In attributing value to intangible assets arising on acquisition,
management has made certain assumptions in terms of cash
flows attributable to customer contracts and lists. The key
assumptions relate to the customer retention of the acquired
business and discount rates applied to calculate the present
value of future cash flows.
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. Judgement
is also required in the determination of the costs that satisfy
the IAS 38 criteria for capitalisation as intangible assets (this is
further disclosed on pages 136 and 137).
Liability due to former CPS owners resulting from
a change in tax status
The Group has recognised a liability in trade and other
payables to former owners of CPS resulting from a change
in the tax status for certain acquired intangible assets.
Management has made significant judgements regarding the
interpretation of tax laws and the likelihood of the tax position.
The amount provided represents management’s best estimate
of the future cash flows expected to be paid within a 10 year
period.
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141
FINANCIAL STATEMENTS
Principal Accounting Policies of the Consolidated
Financial Statements continued
for the year ended 31 July 2024
1 Segmental analysis
2024
Research
£m
Data
Products
£m
CPS
£m
Other revenue,
eliminations and
unallocated costs
£m
Group
£m
Revenue
Recognised over time
141.8
81.9
4.1
(0.1)
227.7
Recognised at a point in time
35.9
1.9
70.1
(0.3)
107.6
Total revenue
177.7
83.8
74.2
(0.4)
335.3
Cost of sales
(40.4)
(11.6)
(9.2)
(3.0)
(64.2)
Gross profit
137.3
72.2
65.0
(3.4)
271.1
Administrative expenses
(117.5)
(44.8)
(45.3)
(13.9)
(221.5)
Adjusted operating profit
19.8
27.4
19.7
(17.3)
49.6
Separately reported items
–
–
–
(38.7)
(38.7)
Operating profit
19.8
27.4
19.7
(56.0)
10.9
Finance income
1.8
Finance costs
(8.7)
Profit before taxation
4.0
Taxation
(6.1)
Loss after taxation
(2.1)
2023 (Restated)
Research
£m
Data
Products
£m
CPS
£m
Other revenue,
eliminations and
unallocated costs
£m
Group
£m
Revenue
Recognised over time
130.2
83.5
–
(0.1)
213.6
Recognised at a point in time
42.9
2.4
–
(0.6)
44.7
Total revenue
173.1
85.9
–
(0.7)
258.3
Cost of sales
(39.7)
(8.8)
–
(2.5)
(51.0)
Gross profit
133.4
77.1
–
(3.2)
207.3
Administrative expenses
(107.9)
(40.3)
–
(10.0)
(158.2)
Adjusted operating profit
25.5
36.8
–
(13.2)
49.1
Separately reported items
–
–
–
(4.7)
(4.7)
Operating profit
25.5
36.8
–
(17.9)
44.4
Finance income
1.0
Finance costs
(0.7)
Profit before taxation
44.7
Taxation
(10.1)
Profit after taxation
34.6
1 Segmental analysis continued
Revenue recognised in relation to contract liabilities
Revenue recognised that was included in the contract liability balance at the beginning of the financial year was £24.1m
(2023 (restated): £21.8m).
Supplementary analysis by geography
Revenue and adjusted operating profit by geography based on the origin of the sale:
2024
2023
Revenue
£m
Adjusted
operating
profit
£m
Revenue
£m
Adjusted
operating
profit
£m
UK
69.0
11.8
66.8
13.3
Americas1
124.1
28.5
118.3
37.7
EMEA2
141.2
20.5
69.0
5.7
Asia Pacific
19.6
2.0
21.4
3.0
Intra-group revenues and other unallocated revenues/costs
(18.6)
(13.2)
(17.2)
(10.6)
Group
335.3
49.6
258.3
49.1
1
Americas refers to the US, Canada and Latin America.
2 EMEA includes Mainland Europe, Middle East, India and CPS
Revenue by geography based on the destination of the customer:
2024
UK
£m
Americas
£m
EMEA
£m
Asia Pacific
£m
Intra-Group
revenues
£m
Group
£m
External sales
56.0
118.4
133.5
27.4
–
335.3
Inter-segment sales
7.3
7.3
5.6
2.5
(22.7)
–
Total revenue
63.3
125.7
139.1
29.9
(22.7)
335.3
2023 (restated)
External sales
56.0
115.5
67.0
19.8
–
258.3
Inter-segment sales
6.1
6.9
7.5
0.3
(20.8)
–
Total revenue
62.1
122.4
74.5
20.1
(20.8)
258.3
Inter-segment sales are priced on an arm’s-length basis that would be available to unrelated third parties.
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FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024
1 Segmental analysis continued
Revenue by country based on the origin of the sale and destination of customer:
Origin of Sale1
Destination of Customer1
2024
£m
2023
£m
2024
£m
2023
£m
US
117.0
112.8
115.3
112.5
UK
64.9
62.8
55.2
56.0
Germany
54.9
12.5
49.7
13.0
Switzerland
18.6
19.5
24.4
20.6
France
9.2
8.1
8.7
7.9
Australia
7.3
8.9
6.6
8.7
Denmark
6.4
5.5
4.2
4.6
Italy
6.4
1.3
5.3
1.2
UAE
6.1
7.7
6.7
5.5
Netherlands
5.9
–
6.8
1.0
Singapore
4.4
4.7
5.6
4.4
Other
34.2
14.5
46.8
22.9
Group
335.3
258.3
335.3
258.3
1
Figures presented above have changed as a result of additional geographical markets being disclosed this year.
Total of non-current assets other than financial instruments and deferred tax assets, broken down by geography:
31 July
2024
£m
31 July
2023
Restated
£m
UK
22.9
25.8
EMEA
331.7
14.9
Americas
23.6
18.1
Asia Pacific
5.0
5.7
Unallocated items or centrally held items1
67.3
67.8
Group
450.5
132.3
1
Unallocated items primarily relate to goodwill balances held centrally and not allocated to regional segments.
2 Profit before taxation
Profit before taxation is stated after charging:
2024
£m
2023
£m
Auditors’ remuneration:
Fees payable for the audit of the parent company and the consolidated financial statements
1.1
0.8
Audit of subsidiaries
0.2
0.2
Total auditors’ remuneration
1.3
1.0
Depreciation and amortisation:
Amortisation of intangible assets (Note 11)
31.0
21.0
Depreciation of property, plant and equipment (Note 12)
2.0
1.7
Depreciation of right of use assets (Note 13)
3.7
2.6
Operating lease rentals:
Land and buildings
2.7
1.3
Other (income)/expenses:
Share-based payment expenses (Note 24)
2.7
7.6
Fraudulent payment resulting from social engineering event
1.8
–
Panel incentives
23.4
20.4
Professional service costs (IT, advertising and Legal &Professional)
20.7
15.6
Charitable donations
0.1
0.2
Included within the fee payable to the auditor is £36,000 (2023: £Nil) for audit related services (interim audit procedures).
3 Staff costs and numbers
Staff costs (including Directors) charged to administrative expenses of the Group and Company during the year were as follows:
2024
Group
£m
2023
Group
£m
2024
Company
£m
2023
Company
£m
Wages and salaries
144.7
100.8
24.4
20.8
Social security costs
15.1
10.4
3.2
2.5
Share-based payments (Note 24)
2.7
7.6
1.1
1.8
Other pension costs
2.8
3.2
1.0
0.8
Acquisition costs treated as staff compensation (Note 4)
0.7
(1.1)
0.1
0.9
166.0
120.9
29.8
26.8
Included in the above amount are staff costs totalling £4.2m (2023: £7.7m) that were capitalised in relation to internally developed
intangible assets. Pension costs are defined benefit service cost of £0.5m (2023: £0.5m) (refer to note 21) and the remaining are
contributions to defined contribution pension schemes.
The monthly average number of employees including Directors of the Group and Company during the year was as follows:
2024
Group
Number
2023
Group
(Restated)
Number
2024
Company
Number
2023
Company
(Restated)
Number
Key management personnel
26
25
18
16
Administration and operations
3,009
1,987
366
311
3,035
2,012
384
327
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FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
3 Staff costs and numbers continued
Specific disclosures in relation to compensation for key management personnel (defined as Board and senior executives
reporting to the CEO) who held office during the year were as follows:
2024
Group
£m
2023
Group
(Restated)
£m
2024
Company
£m
2023
Company
(Restated)
£m
Short-term employee benefits
6.2
6.7
3.1
3.2
Post-employment benefits
0.1
0.1
0.1
0.1
Share-based payments
1.7
4.2
1.1
1.3
8.0
11.0
4.3
4.6
The definition of key management personnel has been updated in FY24 to only include the Board and senior executives
reporting to the CEO. The comparative figures have been restated to meet the new definition adopted. The resultant impact of
this restatement is a reduction in the monthly average number of employees deemed to be key management personnel by 31.
Consequently, key management personnel short-term employee benefits and post-employment benefits have reduced by £3.6m
and £0.1m respectively.
Disclosure of Directors’ remuneration including share options are included in the Remuneration Report on page 97 and page 101,
which forms part of the financial statements. The total gain made by directors for exercised share options during the year was
£114,000 (2023: £300,000).
4 Separately reported items
2024
£m
2023
£m
Acquisition-related costs
17.3
3.9
Re-organisation and integration costs
9.1
–
Impairment Charge
2.4
–
Amortisation of acquired customer list and order backlog intangibles
9.9
0.8
38.7
4.7
Acquisition-related costs in the year comprise of fees paid for services received from banks, lawyers, accountants and other
professionals in respect of the acquisition of CPS and KnowledgeHound and £0.7m of contingent consideration treated as staff
costs in respect of the acquisitions of Charlton Insights Inc., YouGov Finance Limited (formerly Lean App Limited) and Faster
Horses Pty Limited.
Re-organisation and integration costs are costs incurred in relation to integration of acquired businesses into the Group and the
provision made for restructuring as detailed in Note 18.
Impairment charges of £2.4m includes a goodwill impairment charge of £1.7m and £0.7m in impairment for the EMEA panel asset.
5 Finance income and costs
2024
£m
2023
£m
Interest receivable from bank deposits
2.0
0.3
Foreign exchange gains on cash and intra-Group loans
(0.2)
0.7
Total finance income
1.8
1.0
Interest payable on finance leases
0.5
0.3
Interest payable on borrowings (Note 20)
7.8
0.2
8.3
0.5
Imputed interest on contingent consideration and provisions
0.4
0.2
Total finance costs
8.7
0.7
Interest payable on borrowings represent the effective interest method which adjusts for the unwind of amortised loan fees.
Refer to page 133 for further details.
6 Taxation
The taxation charge represents:
2024
£m
2023
£m
Current tax on profits for the year
4.5
9.0
Foreign tax
7.1
5.5
Adjustments in respect of prior years
(1.8)
(0.1)
Total current tax charge
9.8
14.4
Deferred tax:
Origination and reversal of temporary differences
(3.3)
(4.7)
Adjustments in respect of prior years
(0.4)
(0.1)
Impact of changes in tax rates
–
0.5
Total deferred tax charge
(3.7)
(4.3)
Total income statement tax charge
6.1
10.1
The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax in the UK. The Group’s effective
tax rate on profit is 152.7% (2023: 22.6%). Excluding the impact of costs relating to the acquisition of CPS, the effective tax rate
is 27.2%.
The differences are explained below:
2024
£m
2023
£m
Profit before taxation
4.0
44.7
Tax charge calculated at Group’s standard rate of 25% (2023: 21%)
1.0
9.4
Variance in overseas tax rates
0.1
(0.4)
Impact of change in tax rates
–
0.5
Impact of difference between CT & DT rate
0.1
(0.2)
Expenses not deductible for tax purposes
6.0
0.5
Adjustments in respect of prior years
(2.2)
(0.2)
Other differences
1.1
0.5
Total income statement tax charge for the year
6.1
10.1
Excess tax relief on employee share option schemes of £1.6m (2023: £0.2m) was recognised as income tax directly in equity, split
between current tax of £0.2m (2023: £0.1m) and deferred tax of £1.8m (2023: £0.3m).
The Group’s current tax provision of £7.8m (2023: £4.0m) is management’s judgement of the amount of tax payable on open tax
computations where the liabilities remain to be agreed with tax authorities in the countries that the group operates. Specifically,
£2.7m of this balance relates to the uncertain tax items for which a provision has been made. Due to the uncertainty associated
with such tax items, it is possible that at a future date, on conclusion of open tax matters, the final outcome may vary significantly.
Appropriate weightings have been applied to the potential outcomes in assessing the tax provision in line with the requirements
of IFRIC 23.
Separately the group’s deferred tax balance includes an uncertain tax position in Germany due to a potential step up in tax base
on intangible assets within the CPS business following a demerger that took place July 2023. Management’s view is that it is more
likely than not the German tax authorities would successfully argue the step up in assets took place and as such, the deferred tax
workings reflect this position. If the tax authority decision went the other way, the impact would be an increase in the deferred tax
liability by £7.2m and decrease in the acquisition consideration by £7.2m. Refer to Note 9 for further details.
7 Dividend
On 11 December 2023, a final dividend in respect of the year ended 31 July 2023 of £10.1m (8.75p per share) (2022: £7.7m
(7.0p per share)) was paid to shareholders. A dividend in respect of the year ended 31 July 2024 of 9.0p per share, amounting to
a total dividend of £10.6m is to be proposed at the Annual General Meeting on 5 December 2024. These financial statements do
not reflect this proposed dividend payable.
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FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
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.
The adjusted earnings per share have been calculated to reflect the underlying profitability of the business by excluding share-
based payments and related employer’s social tax costs, imputed interest, impairment charges, other separately reported items
and any related tax effects as well as the derecognition of tax losses. Share-based payments and related social taxes have been
excluded from the adjusted earnings per share as the YouGov Plc share price is a key driver of these costs. The share price varies
for many reasons so is not directly impacted by management.
2024
£m
2023
£m
(Loss)/profit after taxation attributable to equity holders of the Parent Company
(2.4)
34.5
Add: share-based payments
2.7
7.6
Add: social taxes on share-based payments
(0.8)
–
Add: imputed interest (Note 5)
0.4
0.2
Add: separately reported items (Note 4)
38.7
4.7
Tax effect of the above adjustments and adjusting tax items
(4.6)
(1.9)
Adjusted profit after taxation attributable to equity holders of the Parent Company
34.0
45.1
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
2024
2023
Number of shares
Weighted average number of shares during the year: (‘m shares)
– Basic
115.6
109.6
– Dilutive effect of share options
3.1
2.5
– Diluted
118.7
112.1
The adjustments have the following effect:
Basic earnings per share (pence)
(2.0)
31.5
Share-based payments
2.3
6.9
Social taxes on share-based payments
(0.7)
–
Imputed interest
0.3
0.3
Separately reported items
33.5
4.2
Tax effect of the above adjustments and adjusting tax items
(4.1)
(1.8)
Adjusted earnings per share
29.4
41.1
Diluted earnings per share
(2.0)
30.8
Share-based payments
2.3
6.7
Social taxes on share-based payments
(0.7)
0.0
Imputed interest
0.3
0.3
Separately reported items
32.6
4.1
Tax effect of the above adjustments and adjusting tax items
(4.0)
(1.8)
Adjusted diluted earnings per share
28.5
40.1
9 Business Combinations
During the period, the Group completed two acquisitions. For both acquisitions the Group obtained control through acquiring
100% of the voting equity interest.
Acquisition
Date of
acquisition
Region/
Country
Primary reason
for acquisition
Principal activity
KnowledgeHound
08 January 2024
US
Expansion of data analytics
offering
SaaS–based search–driven
analytics platform
Gold CP Holding BV (“CPS”)
09 January 2024
Europe
Growth and expansion
within Europe and new
product offering
European household
market research company
CPS is a leading European provider of data intelligence, primarily for the fast-moving consumer goods (FMCG) industry. The
company tracks household FMCG purchases through a panel consisting of c.132 thousand households across 16 countries,
providing granular views into customer purchasing data and insights into customer behaviour and purchasing patterns.
KnowledgeHound provides a SaaS platform which allows its customer base to maximize the use of data obtained from surveys.
They do this by processing data sets at predetermined sizes and providing clients access through web portals to all-in-one
search, visualisation, and an insights delivery platform. Customers sign up to single or multi-year contracts and are invoiced
annually in advance. KnowledgeHound is based in Chicago, Illinois and operates in variety of industries, including Technology,
Consumer, Pharma, Media and Insurance.
The Group has finalised the purchase price allocations for both the acquisitions purchased in January 2024. The updated
amounts recognised for each class of assets and liabilities acquired are shown in the table below:
KnowledgeHound
£m
CPS
£m
Total
£m
Intangible assets
3.1
159.6
162.7
Tangible Assets
–
8.2
8.2
Cash
0.1
16.6
16.7
Current assets1
1.4
18.2
19.6
Current liabilities
(1.9)
(42.8)
(44.7)
Lease liabilities
–
(6.0)
(6.0)
Deferred Tax (net)
0.9
(35.7)
(34.8)
Net assets acquired
3.6
118.1
121.7
Goodwill on acquisition
2.8
163.8
166.6
Total consideration2
6.4
281.9
288.3
1
The fair value of acquired receivables are £16.1m for CPS and £1.2m for KnowledgeHound. The gross contractual amounts receivable are £16.2m for CPS
and £1.2m for KnowledgeHound, with a loss allowance of £0.1m for CPS and £Nil for KnowledgeHound.
2 Total consideration for CPS includes a £7.2m liability to former owners resulting from the change in the tax status for certain intangible assets, £2.6m
payable after year end and £255.5m cash paid (net of £16.6m cash acquired). (Cash paid included £215m from two facilities drawn by the group for this
purpose – see Note 20).
The changes in the purchase price allocations from the provisional values disclosed at half year ended 31 January 2024 relate to:
•
CPS – increase in the value of intangible assets recognised, finalisation of the acquisition price, updates to deferred taxes
and an update to revenue recognised per IFRS 15 in January. £2.6m is payable as a final payment for the finalisation of the
completion accounts. A £7.2m liability has been recognised as payable to the previous owners as a result of the change in the
tax status for certain intangible assets.
•
KnowledgeHound – update of deferred taxes recognised.
Fair value
Fair value adjustments included the recognition of the fair value of customer relationships, brand value and panel for CPS and
software development in relation to KnowledgeHound. There are no fair value adjustments in relation to the consideration paid.
Goodwill
The goodwill amount in relation to KnowledgeHound is attributable to the workforce and future economic benefits from new as-
yet-to-be delivered technology initiatives. The goodwill amounts in relation to CPS is attributable to the workforce and the future
benefit to YouGov of being able to engage with new audiences in Europe and America. The structure of the transaction is such
that goodwill is only deductible in Germany. This is as a result of an uncertain tax position in Germany due to a potential step up
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149
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
9 Business Combinations continued
in tax base on intangible assets following a demerger that took place in July 2023. Management’s view is that it is more likely than
not the German tax authorities would successfully argue the step up in assets took place and, as such, the deferred tax workings
reflect this position of a reduction in deferred tax liability of £7.2m and a recognition in acquisition consideration of £7.2m.
Acquisition-related costs
Acquisition-related costs incurred as part of the business combinations are disclosed in Note 4.
Revenue and profit contribution
From the date of acquisition, the acquired businesses have contributed the following revenue and profit before tax attributable to
the equity holders of YouGov plc as outlined in the table below:
Revenue
£m
Profit for the year
£m
KnowledgeHound
1.3
0.3
Gold CP Holding BV (CPS)
74.2
7.2
75.5
7.5
If the acquisitions had occurred on 1 August 2023, consolidated pro-forma revenue and profit before tax for the year ended
31 July 2024 would have been £398.9m and £23.0m respectively. These amounts have been calculated using the subsidiary’s
results and adjusting them for the additional amortisation arising from the fair value adjustments made to intangible assets from 1
August 2023, together with the consequential tax effects.
10 Goodwill
Americas
£m
Rest of
Europe
£m
DACH
£m
Middle
East
£m
Asia
Pacific
£m
UK
£m
CPS
£m
Total
£m
Carrying amount at 1 August 2022
36.5
5.9
27.0
1.8
2.8
9.1
–
83.1
Exchange differences
(1.1)
0.1
0.6
(0.1)
(0.2)
–
–
(0.7)
Carrying amount at 31 July 2023
35.4
6.0
27.6
1.7
2.6
9.1
–
82.4
At 31 July 2023
Cost
35.4
8.1
30.1
1.7
2.6
9.1
–
87.0
Accumulated impairment
–
(2.1)
(2.5)
–
–
–
–
(4.6)
Net book amount
35.4
6.0
27.6
1.7
2.6
9.1
–
82.4
Carrying amount at 1 August 2023
35.4
6.0
27.6
1.7
2.6
9.1
–
82.4
Additions
2.8
–
–
–
–
–
163.8
166.6
Impairment
–
–
–
(1.7)
–
–
–
(1.7)
Exchange differences
–
(0.1)
(0.4)
–
–
–
(3.2)
(3.7)
Carrying amount at 31 July 2024
38.2
5.9
27.2
–
2.6
9.1
160.6
243.6
At 31 July 2024
Cost
38.2
8.0
29.7
1.7
2.6
9.1
160.6
249.9
Accumulated impairment
–
(2.1)
(2.5)
(1.7)
–
–
–
(6.3)
Net book amount
38.2
5.9
27.2
–
2.6
9.1
160.6
243.6
CPS is treated as a separate CGU as it is run and managed by a separate management team who manage across all of the CPS
countries. It’s customer base is also largely multi-national.
In accordance with IAS 36, the carrying values of goodwill and other intangible assets are reviewed annually for impairment. The
annual impairment review was undertaken as at 31 July 2024. This included the review of the newly acquired CPS business. 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 for
each CGU for a period of five years from 31 July 2024.
The sources of the assumptions used in making the assessment are as follows:
•
CGU revenue annualised growth rates are 6% to 21% for years 1 to 5 (2023: 7% to 11%). Growth rates are based on both internal and
external market information. Higher growth rates reflect the low Year 1 growth rate adjusted to reflect short term trading conditions.
•
Perpetuity growth rates are 1.5% to 2.3% (2023: 2.5%).
10 Goodwill continued
•
Pre-tax weighted average costs of capital are 11% to 13% (2023: 11% to 14%).
•
Gross profit margin rates are 74% to 88% (2023: 74% to 81%).
Management has performed a sensitivity analysis on the net present value of the future cash flows by applying reasonably
possible (but not unrealistic) adverse effects on the impairment review variables that could arise individually or collectively.
Below is a summary of the key assumptions for DACH and Asia Pacific which were deemed to have a significant impairment risk,
reflecting lower than expected revenue growth in FY24. Management’s assumption is that these CGUs will return to previous levels
of revenue and profitability in the short to medium term. Continued under-performance would lead to increased risk of impairment.
Headroom
(£m)
(Value in Use less
Carrying Value)
Annualised
Growth Rate
(%)
WACC
(%)
Terminal
Rate (%)
Nil Headroom
Growth Rate
(%)
Nil Headroom
Gross Margin Rate
(%)
DACH
43
6%
12.2%
1.5%
1.2%
69%
Asia Pacific
81
16%
12.7%
2.3%
2.6%
66%
Management have written off the goodwill for MENA of £1.7m reducing the carrying value to the recoverable amount of £1m
(value in use method). The impairment reflects a re-assessment of the carrying value following the failure to pass all of the
sensitivity tests performed. This reflects the continued under-performance in expected revenue growth and the impact of key
personnel changes. MENA forms part of the EMEA operating unit. Sufficient headroom exists in the remaining CGUs to support
the valuation of the goodwill.
11 Other intangible assets
Group (Restated)
Consumer
panel
£m
Software
and software
development
£m
Customer
contracts
and lists
£m
Order
Backlog
£m
Trademarks
and product
development
£m
Total
£m
At 1 August 2022
Cost
44.8
59.6
11.5
–
2.6
118.5
Accumulated amortisation
(29.9)
(42.5)
(5.3)
–
(1.3)
(79.0)
Net book amount
14.9
17.1
6.2
–
1.3
39.5
Year ended 31 July 2023
Opening net book amount
14.9
17.1
6.1
–
1.4
39.5
Additions:
–
–
Separately acquired
9.3
1.2
–
–
–
10.5
Internally developed
–
7.8
–
–
–
7.8
Disposals
(7.4)
–
–
–
–
(7.4)
Amortisation:
–
Amortisation – current year charge
(10.5)
(9.3)
(0.8)
–
(0.4)
(21.0)
Amortisation – disposals
7.4
–
–
–
–
7.4
Exchange differences
(0.3)
(0.2)
(0.1)
–
–
(0.6)
Closing net book amount
13.4
16.6
5.2
–
1.0
36.2
At 31 July 2023
Cost
45.6
68.4
11.2
–
2.6
127.8
Accumulated amortisation
(32.2)
(51.8)
(5.9)
–
(1.7)
(91.6)
Net book amount
13.4
16.6
5.3
–
0.9
36.2
Year ended 31 July 2024
Opening net book amount
13.4
16.6
5.3
–
0.9
36.2
Additions:
–
Separately acquired
13.4
1.9
–
–
–
15.3
Internally developed
–
4.2
–
–
–
4.2
Through business combinations
11.6
5.4
135.7
10.0
–
162.7
Disposals
(20.6)
(4.6)
–
–
–
(25.2)
Amortisation:
Amortisation – current year charge
(12.1)
(8.6)
(6.1)
(3.8)
(0.4)
(31.0)
Amortisation – disposals
20.6
4.6
–
–
–
25.2
Exchange differences
(0.3)
(0.4)
(2.2)
(0.1)
–
(3.0)
Closing net book amount
26.0
19.1
132.7
6.1
0.5
184.4
At 31 July 2024
Cost
49.7
74.9
144.7
9.9
2.6
281.8
Accumulated amortisation
(23.7)
(55.8)
(12.0)
(3.8)
(2.1)
(97.4)
Net book amount
26.0
19.1
132.7
6.1
0.5
184.4
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
150
151
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
11 Other intangible assets continued
The net book amount as at 1 August 2022 was understated by £4.4m due to additions previously being amortised in the
month the cost was incurred rather than when the asset was available for use. Consequently, the accumulated amortisation at
1 August 2022 has been restated.
Company (Restated)
Consumer
panel
£m
Software,
Trademarks and
product
development
£m
Total
£m
At 31 July 2023
Cost
15.3
5.0
20.3
Accumulated amortisation
(12.7)
(3.9)
(16.6)
Net book amount
2.6
1.1
3.7
Year ended 31 July 2023
Opening net book amount
2.6
1.1
3.7
Additions
3.2
0.1
3.3
Disposals
(5.2)
(1.2)
(6.4)
Amortisation:
Amortisation – current year charge
(2.8)
(0.2)
(3.0)
Amortisation – disposals
5.2
1.2
6.4
Closing net book amount
3.0
1.0
4.0
At 31 July 2024
Cost
13.3
5.1
18.4
Accumulated amortisation
(10.3)
(4.1)
(14.4)
Net book amount
3.0
1.0
4.0
Disposals shown represent scrappage of fully amortised assets.
12 Property, plant and equipment
Group
Computer
equipment
£m
Other
£m
Group
Total
£m
Company
Total
£m
At 1 August 2022
Cost
7.9
7.1
15.0
4.5
Accumulated depreciation
(5.8)
(5.0)
(10.8)
(3.9)
Net book amount
2.1
2.1
4.2
0.6
Year ended 31 July 2023
Opening net book amount
2.1
2.1
4.2
0.6
Additions:
Separately acquired
1.1
–
1.1
0.2
Disposals
(0.1)
–
(0.1)
–
Depreciation:
Depreciation – current year charge
(1.2)
(0.5)
(1.7)
(0.5)
Depreciation – disposals
0.1
–
0.1
–
Exchange differences
(0.1)
0.1
–
–
Closing net book amount
1.9
1.7
3.6
0.3
At 31 July 2023
Cost
8.8
7.1
15.9
4.7
Accumulated depreciation
(6.9)
(5.4)
(12.3)
(4.4)
Net book amount
1.9
1.7
3.6
0.3
Year ended 31 July 2024
Opening net book amount
1.9
1.7
3.6
0.3
Additions:
–
Separately acquired
1.9
0.1
2.0
0.4
Through business combinations
0.3
0.6
0.9
–
Disposals
(4.2)
(4.2)
(8.4)
–
Reclass as held for sale – cost
–
(1.7)
(1.7)
–
Depreciation:
Depreciation – current year charge
(1.7)
(0.3)
(2.0)
(0.3)
Reclass as held for sale – depreciation
–
1.1
1.1
–
Depreciation – disposals
4.2
4.2
8.4
–
Closing net book amount
2.4
1.5
3.9
0.4
At 31 July 2024
Cost
6.8
1.9
8.7
5.1
Accumulated depreciation
(4.4)
(0.4)
(4.8)
(4.7)
Net book amount
2.4
1.5
3.9
0.4
Other assets of the Group are made up of fixtures and fittings £1.3m (2023: £0.8m), leasehold property improvements £0.2m
(2023: £0.3m) and freehold property £Nil (2023: £0.6m).
During the year, the Group reclassified freehold property of £0.6m which is an office space in Dubai as held for sale as the Group
intends to sell this property within 12 months. The balance recognised reflects the carrying value which is less than the realisable
value less expected costs of sale.
Company property, plant and equipment assets include fixtures and fittings, leasehold property improvements and
computer equipment.
All property, plant and equipment disclosed above for the Group and Company in both the year ended 31 July 2024 and
31 July 2023 are free from restrictions on title.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
152
153
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
14 Investments
Interests in subsidiaries
The table below gives details of the Company’s subsidiaries at 31 July 2024. Registered addresses for all subsidiaries can be found
in Note 30. All subsidiaries have coterminous year-ends, except where indicated below, and are included in these consolidated
financial statements.
There have been no changes in ownership proportions held for existing subsidiaries by either the Group or the Company during
the year.
Ownership Interest
Country of
incorporation
Class of share
capital held
Direct
Indirect
Note
Nature of business
YouGov Services Limited
UK
Ordinary
100%
–
1
Software development
YouGov Finance Limited
UK
Ordinary
100%
–
1
Software development
and market research
SMG Insight Limited
UK
Ordinary
100%
–
1
Market research
Margaux Matrix Limited
UK
Ordinary
–
100%
1
Market research
MMH 2014 Ltd
UK
Ordinary
–
100%
1
Holding company
Crunch Cloud Analytics Limited
UK
Ordinary
79.5%
–
1
Software development
Inconversation Media Limited
UK
Ordinary
100%
–
1
Market research
Portent.io Limited
UK
Ordinary
100%
–
1
Market research
Rezonence Limited
UK
Ordinary
100%
–
1
Software development
YouGov UK Limited
UK
Ordinary
100%
–
1
Holding company
YouGov America Inc
US
Ordinary
100%
–
1
Market research
Crunch Cloud Analytics, LLC
US
Ordinary
–
100%
1
Market research
Portent Technologies Inc
US
Ordinary
–
100%
1
Market research
YouGov Research Canada Limited
Canada
Ordinary
100%
–
1
Market research
Wizsight Arastima ve Danismanlik Hizmetleri
Anonim Sirketi
Turkey
Ordinary
100%
–
1
Market research
YouGov Schweiz AG (Formerly LINK Marketing
Services AG)
Switzerland
Ordinary
–
100%
1
Market research
YouGov Brasil LTDA
Brazil
Ordinary
–
100%
1
Market research
YouGov Deutschland GmbH
Germany
Ordinary
100%
–
1
Market research
YouGov Data & Analytics GmbH
Germany
Ordinary
100%
–
1
Market research
YouGov Netherlands B.V.
Netherlands
Ordinary
100%
–
1
Market research
YouGov Nordic and Baltic A/S
Denmark
Ordinary
–
100%
1
Market research
YouGov Sweden AB
Sweden
Ordinary
–
100%
1
Market research
YouGov Norway AS
Norway
Ordinary
–
100%
1
Market research
YouGov Finland OY
Finland
Ordinary
–
100%
1
Market research
YouGov M.E. FZ LLC
UAE
Ordinary
100%
–
1
Market research
YouGov Mexico S. de R.L. de. CV
Mexico
Ordinary
99.99%
0.01%
3
Market research
YouGov Mexico Shared Services
S. de R.L. de. CV
Mexico
Ordinary
0.01%
99.99%
3
Software development
and finance services
YouGov France SASU
France
Ordinary
100%
–
1
Market research
YouGov Spain S.L.U
Spain
Ordinary
100%
–
1
Market research
YouGov Italia Srl
Italy
Ordinary
100%
–
1
Market research
YouGov Turkey Veri Ve Analiz Limited Şirketi
Turkey
Ordinary
100%
–
1
Market research
Consilium Limited
Hong Kong
Ordinary
100%
–
1
Market research
YouGov URC (Shanghai) Market Research Co.,
Ltd.
China
Ordinary
–
90%
1
Market research
YouGov Singapore Pte Limited
Singapore
Ordinary
100%
–
1
Market research
PT YouGov Consulting Indonesia
Indonesia
Ordinary
5%
95%
1
Market research
YouGov Malaysia SDN BHD
Malaysia
Ordinary
–
100%
1
Market research
13 Right-of-use assets
Group
Premises
£m
Computer,
office
equipment and
motor vehicles
£m
Group
Total
£m
Company
Total
£m
At 1 August 2022
Cost
22.9
1.1
24.0
9.7
Accumulated depreciation
(11.7)
(1.0)
(12.7)
(5.5)
Net book amount
11.2
0.1
11.3
4.2
Year ended 31 July 2023
Opening net book amount
11.2
0.1
11.3
4.2
Additions
1.7
–
1.7
–
Disposals
(3.2)
(0.3)
(3.5)
–
Depreciation:
–
Depreciation – current year charge
(2.6)
–
(2.6)
(0.7)
Depreciation – disposals
3.2
0.2
3.4
–
Exchange differences
(0.2)
–
(0.2)
–
Closing net book amount
10.1
–
10.1
3.5
At 31 July 2023
Cost
20.8
0.8
21.6
9.7
Accumulated depreciation
(10.7)
(0.8)
(11.5)
(6.2)
Net book amount
10.1
–
10.1
3.5
Year ended 31 July 2024
Opening net book amount
10.1
–
10.1
3.5
Additions
5.2
0.2
5.4
–
Acquired through business combinations
6.8
0.5
7.3
–
Disposals
(0.8)
–
(0.8)
–
Depreciation:
–
Depreciation – current year charge
(3.7)
–
(3.7)
(0.7)
Depreciation – disposals
0.5
–
0.5
–
Exchange differences
(0.2)
–
(0.2)
–
Closing net book amount
17.9
0.7
18.6
2.8
At 31 July 2024
Cost
30.3
1.5
31.8
9.7
Accumulated depreciation
(12.4)
(0.8)
(13.2)
(6.9)
Net book amount
17.9
0.7
18.6
2.8
The total expense to the Group relating to assets leased on a short-term basis was £2,764,000 (2023: £1,253,000). The total
expense relating to leases of low-value assets was £45,000 (2023: £61,000).
The total expense to the Company relating to assets leased on a short-term basis was £32,000 (2023: £24,000). The total
expense relating to leases of low-value assets was £45,000 (2023: £61,000).
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
154
155
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
Ownership Interest
Country of
incorporation
Class of share
capital held
Direct
Indirect
Note
Nature of business
YouGov (Thailand) CO. LTD
Thailand
Ordinary
–
100%
1
Market research
Faster Horses Pty Limited
Australia
Ordinary
–
100%
1
Market research
YouGov Research Pty Ltd
Australia
Ordinary
100%
–
1
Market research
YouGov Galaxy Pty Limited
Australia
Ordinary
–
100%
1
Market research
YG Research India Private Limited
India
Ordinary
100%
–
2
Market research
YouGov Poland Sp. z o.o.
Poland
Ordinary
–
100%
3
Software development
YouGov s.r.l.
Romania
Ordinary
100%
–
3
Software development
YouGov CP Gold GmbH
Austria
Ordinary
–
100%
5
Market research
Gold CP Holding B.V.
Netherlands
Ordinary
–
100%
5
Holding company
Consumer Panel Germany Holding GfK GmbH
Germany
Ordinary
–
100%
5
Holding company
Consumer Panel Germany GfK GmbH
Germany
Ordinary
–
100%
5
Market research
Consumer Panel Italy Holding GfK S.r.l
Italy
Ordinary
–
100%
5
Holding company
Consumer Panel Italy GfK S.r.l
Italy
Ordinary
–
100%
5
Market research
Consumer Panel Austria GfK GmbH
Austria
Ordinary
–
100%
5
Market research
Consumer Panel Austria GfK GmbH
Austria
Ordinary
–
100%
5
Market research
YouGov Gold CP Holding GmbH
Austria
Ordinary
–
100%
3
Holding Company
Consumer Panel Hungary GfK Kft.
Hungary
Ordinary
–
100%
5
Market research
Consumer Panel Ukraine GfK LLC
Ukraine
Ordinary
–
100%
5
Market research
GfK – Centar za istrazivanje trzista d.o.o
Croatia
Ordinary
–
100%
5
Market research
Consumer Panel Czech Republic HfK s.r.o
Czech Republic
Ordinary
–
100%
5
Market research
GfK Slovakia, s.r.o.
Slovakia
Ordinary
–
100%
5
Market research
Consumer Panel Netherlands GfK B.V.
Netherlands
Ordinary
–
100%
5
Market research
Consumer Panel Bulgaria GfK EOOD
Bulgaria
Ordinary
–
100%
5
Market research
Consumer Panel Poland GfK Sp.z.o.o.
Poland
Ordinary
–
100%
5
Market research
Consumer Panel Denmark GfK ApS
Denmark
Ordinary
–
100%
5
Market research
Consumer Panel Romania GfK SRL
Romania
Ordinary
–
100%
5
Market research
Consumer Panel Sweden GfK AB
Sweden
Ordinary
–
100%
5
Market research
Consumer Panel Belgium GfK B.V.
Belgium
Ordinary
–
100%
5
Market research
Consumer Panel Belgrade GfK d.o.o.
Serbia
Ordinary
–
100%
5
Market research
YouGov New Zealand HoldCo
New Zealand
Ordinary
100%
–
4
Holding company
Vyzion Inc.
US
Ordinary
–
100%
5
Software development
1
Year-end is 31 July.
2 Year-end is 31 March.
3 Year-end is 31 December.
4 YouGov New Zealand HoldCo was incorporated on 8 July 2024.
5 Gold CP Holding B.V. and Consumer Panel Netherlands GfK B.V. have 31 July year ends. All remaining CPS entities have 31 December year-ends.
The value of investments based on the cost to the Company is as follows:
2024
£m
2023
£m
Balance at 1 August
89.0
83.3
Acquired through business combinations
58.6
–
Impairment of investment
(9.8)
–
Share-based payments charge
1.0
5.7
Balance at 31 July
138.8
89.0
14 Investments continued
In accordance with IAS 36, the carrying values of the Company’s investments are reviewed annually for impairment.
The Company recognised impairment charges totalling £9.8m. Details provided below:
•
YouGov M.E. FZ LLC (MENA CGU): £5.0m impairment following goodwill impairment review, £1.0m recoverable amount
(value in use method), operational unit – EMEA.
•
Rezonence Limited (UK CGU): £3.9m impairment following restructuring announcement to discontinue products, £1.3m
recoverable amount (value in use method), operational unit – UK.
•
Inconversation Media Limited (UK CGU): £0.9m impairment following review of the recoverability of amounts due to the
Company, £NIL recoverable amount (value in use method), operational unit – UK.
15 Trade and other receivables
31 July
2024
Group
£m
31 July
2023
Group
(restated)
£m
31 July
2024
Company
£m
31 July
2023
Company
£m
Trade receivables
49.7
27.4
9.1
6.8
Amounts owed by Group undertakings
–
–
95.1
69.2
Other receivables
6.8
6.5
0.2
1.5
Prepayments
5.9
6.5
1.3
2.3
Accrued income
10.2
14.8
1.5
1.3
72.6
55.2
107.2
81.1
Trade receivables and Amounts owed by Group undertakings are shown net of expected credit loss totalling £1.4m (2023: £1.0m)
for Group and £12.7m (2023: £0.2m) for Company.
The amounts owed by Group undertakings are repayable on demand and non-interest bearing.
As at 31 July 2024, Group’s trade receivables of £12.3m (2023: £11.9m) and the Company’s trade receivables of £2.6m
(2023: £3.4m) were overdue. 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 is as follows:
Group
2024
2023
Gross
receivable
£m
Expected
credit loss
£m
Net
receivable
£m
Gross
receivable
£m
Expected
credit loss
£m
Net
receivable
£m
Up to three months overdue
10.1
(0.1)
10.0
10.5
(0.3)
10.2
Three to six months overdue
1.4
(0.3)
1.1
0.8
(0.1)
0.7
Six months to one year overdue
0.4
(0.4)
–
0.4
(0.2)
0.2
More than one year overdue
0.4
(0.4)
–
0.2
(0.2)
–
Total overdue
12.3
(1.2)
11.1
11.9
(0.8)
11.1
Within payment terms
38.8
(0.2)
38.6
16.5
(0.2)
16.3
51.1
(1.4)
49.7
28.4
(1.0)
27.4
Company
2024
2023
Gross
receivable
£m
Expected
credit loss
£m
Net
receivable
£m
Gross
receivable
£m
Expected
credit loss
£m
Net
receivable
£m
Up to three months overdue
2.6
(0.1)
2.5
3.3
(0.1)
3.2
Six months to one year overdue
–
–
–
0.1
(0.1)
–
Total overdue
2.6
(0.1)
2.5
3.4
(0.2)
3.2
Within payment terms
6.6
–
6.6
3.6
–
3.6
Trade Receivables
9.2
(0.1)
9.1
7.0
(0.2)
6.8
Amounts owed by Group undertakings
107.7
(12.6)
95.1
69.3
–
69.3
14 Investments continued
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
156
157
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
15 Trade and other receivables continued
Movements on the Group and Company provisions for expected credit loss are as follows:
2024
Group
£m
2023
Group
£m
2024
Company
£m
2023
Company
£m
Expected credit loss at 1 August
1.0
0.9
0.2
0.2
Increase in expected credit loss charged to the income statement
0.9
0.8
12.7
0.2
Provision utilised in the year
(0.2)
(0.1)
(0.1)
(0.1)
Unused amount reversed
(0.3)
(0.6)
(0.1)
(0.1)
Expected credit loss at 31 July
1.4
1.0
12.7
0.2
The creation and release of the provision for impaired trade receivables and amounts owed by Group undertakings has been
included in the Consolidated Income Statement and the Company’s profit and loss account. 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 expected loss allowance is calculated on a regional basis using the historic
default rates in each geography, adjusted for other considerations such as local economic conditions and anticipated future
events. The Company does not hold any collateral as security.
The average length of time taken by customers to settle receivables is 45 days (2023: 34 days) for the Group and 40 days
(2023: 32 days) for the Company. 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.
16 Cash and cash equivalents
31 July 2024
Group
£m
31 July 2023
Group
£m
31 July 2024
Company
£m
31 July 2023
Company
£m
Cash at bank and in hand
73.6
107.2
20.0
61.5
Cash and cash equivalents
73.6
107.2
20.0
61.5
Cash and cash equivalents are held at either variable rates of interest or at rates fixed for periods of no longer than three months.
17 Trade and other payables
Current
31 July 2024
Group
£m
31 July 2023
Group
(restated)
£m
31 July 2024
Company
£m
31 July 2023
Company
(restated)
£m
Trade payables
14.7
6.1
3.8
1.5
Amounts owed to Group undertakings
–
–
87.1
27.9
Accruals
28.6
21.6
6.2
8.8
Deferred income
42.9
26.6
9.2
7.3
Other payables
19.3
14.0
4.0
4.3
105.5
68.3
110.3
49.8
Amounts payable by the Company to Group undertakings are repayable on demand and non-interest bearing.
Included within Group’s other current payables are £0.4m (2023: £0.6m) of contributions due in respect of defined contribution
pension schemes. Included within the Company’s other payables are £0.2m (2023: £0.2m) of contributions due in respect of
defined contribution pension schemes.
17 Trade and other payables continued
Non-current
31 July 2024
Group
£m
31 July 2023
Group
£m
31 July 2024
Company
£m
31 July 2023
Company
£m
Other payables
6.9
–
–
–
6.9
–
–
–
The amount recognised as other non-current payables represents estimated liability to former owners of CPS resulting from
a change in the tax status for certain acquired intangible assets. Management has made significant judgments regarding the
interpretation of tax laws and the likelihood of the tax position. The amount provided represents managements best estimate of
future cash outflows expected within a 10-year period.
18 Provisions
Group
Company
Panel
incentives
£m
Contingent
consideration
£m
Other
£m
Total
£m
Panel
incentives
£m
Contingent
consideration
£m
Other
£m
Total
£m
At 1 August 2022
(restated)
15.3
8.5
1.0
24.8
5.3
2.8
–
8.1
Within current liabilities
9.6
6.1
–
15.7
3.8
2.6
–
6.4
Within non-current
liabilities
5.7
2.4
1.0
9.1
1.5
0.2
–
1.7
Provided during the year
18.8
5.9
0.1
24.8
5.7
0.9
–
6.6
Utilised during the year
(18.0)
(2.3)
–
(20.3)
(5.9)
(1.8)
–
(7.7)
Released during the year
–
(7.0)
(0.1)
(7.1)
–
(1.5)
–
(1.5)
Discount unwinding
0.2
–
–
0.2
–
–
–
–
Foreign exchange
differences
(0.3)
(0.7)
(0.1)
(1.1)
–
–
–
–
Balance at 31 July 2023
(restated)
16.0
4.4
0.9
21.3
5.1
0.4
–
5.5
Within current liabilities
9.9
4.4
0.2
14.5
2.9
0.4
–
3.3
Within non-current
liabilities
6.1
–
0.7
6.8
2.2
–
–
2.2
Provided during the year
17.4
1.1
4.2
22.7
6.6
0.1
1.4
8.1
Acquired during the year
9.5
–
1.0
10.5
–
–
–
–
Utilised during the year
(17.4)
(4.7)
(0.7)
(22.8)
(6.8)
(0.1)
–
(6.9)
Released during the year
0.1
(0.3)
–
(0.2)
–
–
–
–
Discount unwinding
0.4
–
–
0.4
0.1
–
–
0.1
Foreign exchange
differences
(0.2)
(0.1)
0.2
(0.1)
–
–
–
–
Balance at 31 July 2024
25.8
0.4
5.6
31.8
5.0
0.4
1.4
6.8
Within current liabilities
20.1
0.4
3.5
24.0
3.0
0.4
1.2
4.6
Within non-current
liabilities
5.7
–
2.1
7.8
2.0
–
0.2
2.2
Panel Incentives
The panel incentive provision of the Group and Company 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 2024. The provision of £25.8m
includes £9.5m acquired for CPS. 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 timeframe on the settlement of panel incentives is expected to be up to five years with a significant
proportion expected to be settled within one year. The discount unwinding represents the increase during the period in the
discounted amount arising from the passage of time and the effect of any change in the discount rate. The balances as at 1
August 2022 and 31 July 2023 have been restated following the recognition of a financial liability and derecognition of panel
incentive provision. Refer to page 128 for further details.
YouGov plc Annual Report & Accounts 2024
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158
159
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
Significant estimate in recognising panel incentive provision
The principal assumption in the calculation of the panel incentive provision is the rate of redemption, which is based on historic
data for each geography. The redemption rate is applied to the gross points liability at the end of the year to determine the
expected liability. A 5% increase or 5% decrease in the redemption rate for each geography would result in a movement of £1.9m
up and down, respectively, in the Group’s panel incentive provision for the year ended 31 July 2024.
Overall weighted average redemption rate for the Group has moved by approximately 3% points over the past three years and
therefore 5% is considered an appropriate benchmark for sensitivity analysis, being considered as the maximum possible realistic
movement.
Other provisions
Other provisions include staff gratuity, sabbatical leave, legal and restructuring provisions. Staff gratuity provision of £1.5m at
31 July 2024 (2023: £0.9m) represents the liability that the Group is obliged to pay as at the reporting date weighted against
historical rates of resignation and redundancy. There is no fixed time frame on the settlement of staff gratuity. Key uncertainties in
calculating this provision includes employee turnover rates, future salary growth rates and exchange rates at settlement date.
Sabbatical leave provision of £0.6m (2023: £Nil) and £0.2m (2023: £Nil) of the Group and Company respectively has not been
recognised previously and has been calculated this year based on the present value of sabbatical leave cost applying historical
attrition rates and the probability of the employee remaining at the Group and Company. No provision was made in 2023 the
comparatives have not been restated as the amount is considered to be immaterial.
A provision for restructuring of £3.0m (2023: £Nil) and £1.2m (2023: £Nil) of the Group and Company respectively has been
recognised. The restructuring follows a strategic review of the Group and is expected to result in reductions in the workforce
of circa 7% of roles across the Group, excluding CPS as part of a cost optimisation plan. The provision primarily represents
termination costs to affected employees. Key uncertainties in calculating this provision includes exchange rates at dates of
settlement and in-built contingencies.
A legal provision of £0.5m (2023: £Nil) has been recognised by the Group to support a number of ongoing legal matters.
Uncertainties include the outcomes of these matters.
19 Deferred tax assets and liabilities
As a result of the adoption of the amendment to IAS 12 in relation to Deferred Tax related to Assets and Liabilities arising from a
Single Transaction, the Group has provided further disclosure below to show the assets and liabilities to which the depreciation in
excess of capital allowances relate.
Deferred tax assets – Group
Property,
plant and
equipment
£m
Tax
losses
£m
Share-
based
payments
£m
Other
timing
differences
£m
Intangible
assets
£m
IFRS16 Deferred
tax asset Lease
Liabilities
£m
Total
£m
Balance at 1 August 2022
1.2
3.3
3.5
3.3
–
–
11.3
Recognised in the income statement
0.4
(0.7)
1.8
–
–
–
1.5
Recognised in equity
–
–
(0.3)
–
–
–
(0.3)
Foreign exchange differences
–
(0.1)
–
–
–
–
(0.1)
Balance at 31 July 2023 – Gross
1.6
2.5
5.0
3.3
–
–
12.4
Reclassification gross balances
between deferred tax assets and
liabilities
(0.3)
0.1
–
0.3
0.2
1.6
1.9
Revised Balance at
31 July 2023 – Gross
1.3
2.6
5.0
3.6
0.2
1.6
14.3
Recognised in the income statement
0.7
3.4
(2.0)
1.9
1.1
0.2
5.3
Recognised in equity
–
–
(1.8)
–
–
–
(1.8)
Arising on business combinations
–
1.3
–
0.2
3.1
2.2
6.8
Foreign exchange differences
–
(0.3)
–
–
–
–
(0.3)
Balance at 31 July 2024 – Gross
2.0
7.0
1.2
5.7
4.4
4.0
24.3
19 Deferred tax assets and liabilities continued
Deferred tax assets – Company
Share-
based
payments
£m
Other
timing
differences
£m
Total
£m
Balance at 1 August 2022
2.4
0.1
2.5
Recognised in the income statement
0.7
(0.1)
0.6
Recognised in equity
(0.3)
–
(0.3)
Balance at 31 July 2023
2.8
–
2.8
Recognised in the income statement
(0.5)
0.1
(0.4)
Recognised in equity
(1.2)
–
(1.2)
Balance at 31 July 2024
1.1
0.1
1.2
The deferred tax assets in respect of income tax losses are broken down by jurisdiction as follows:
Group
2024
£m
2023
£m
UK
0.4
0.5
Nordic
0.4
0.4
Germany
2.2
0.1
Asia Pacific
0.1
0.4
Other
3.9
1.1
7.0
2.5
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. Taxable losses
of £6.3m (2023: £7.2m) were incurred in Asia Pacific. There is significant uncertainty around the recoverability of the deferred
tax assets in this jurisdiction. Therefore, deferred tax asset on tax losses in Asia Pacific of £1.0m (2023: £1.2m) have not been
recognised.
Additionally, there are £3.8m (2023: £3.9m) and £2.7m tax losses (2023: £nil)for Rezonence Limited and YouGov Netherlands B.V.,
on which a deferred tax asset of £0.9m (2023: £0.9m) and £0.7m (2023: nil) has not been recognised. Tax losses to the extent of
£2.5m in KnowledgeHound entity on which the deferred tax impact is £0.5m has not been recognised. Based on management
forecasts and after carrying out sensitivity analysis, the remainder of the deferred tax assets are considered recoverable.
Deferred tax liabilities – Group
Other timing
differences
£m
Intangible
assets
£m
IFRS 16
right-of-use
differences
£m
Total
£m
Balance at 1 August 2022
1.2
2.9
–
4.1
Recognised in the income statement
(1.3)
(1.5)
–
(2.8)
Recognised in equity
0.2
–
–
0.2
Balance at 31 July 2023
0.1
1.4
–
1.5
Reclassification gross balances between deferred tax assets and
liabilities
0.1
0.3
1.5
1.9
Revised Balance at 31 July 2023 – Gross
0.2
1.7
1.5
3.4
Recognised in the income statement
0.6
0.8
0.2
1.6
Acquired on business combination
–
39.1
2.2
41.3
Foreign exchange differences
–
(0.5)
–
(0.5)
Balance at 31 July 2024 – Gross
0.8
41.1
3.9
45.8
No deferred tax liabilities were recognised in the year (2023: £Nil) for the Company.
YouGov plc Annual Report & Accounts 2024
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160
161
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
19 Deferred tax assets and liabilities continued
The net movement on the deferred income tax account is as follows:
2024
Group
£m
2023
Group
£m
2024
Company
£m
2023
Company
£m
Balance at 1 August
10.9
7.2
2.8
2.5
Recognised in the income statement
3.7
4.3
(0.4)
0.6
Recognised in equity
(1.8)
(0.5)
(1.2)
(0.3)
Acquired on business combination
(34.5)
–
–
–
Foreign exchange differences
0.2
(0.1)
–
–
Balance at 31 July
(21.5)
10.9
1.2
2.8
Refer to Note 6 for further details on the amount recognised directly in equity.
In presenting its deferred tax balances, the Group offsets assets and liabilities to the extent it has a legally enforceable right to set
off the arising current tax liabilities and assets when those deferred tax balances reverse and income taxes are levied by the same
tax authorities.
The deferred tax balances shown in the consolidated statement of financial position are analysed as follows:
31-Jul
2024
£m
31-Jul
2023
£m
Deferred Tax Assets
10.2
11.1
Deferred Tax Liabilities
(31.7)
(0.2)
(21.5)
10.9
20 Borrowings
Borrowings are made up as follows:
2024
2023
Current
£m
Non-current
£m
Total
£m
Current
£m
Non-current
£m
Total
£m
Revolving Credit Facility (RCF)
(20.0)
–
(20.0)
–
–
–
Term Loan
(30.4)
(169.6 )
(200.0 )
–
–
–
(50.4 )
(169.6 )
(220.0)
–
–
–
Term Loan and Revolving Credit Facility (RCF)
On 29 September 2023, the Group entered into a secure facilities agreement with a syndicate of banks led by Citibank to borrow
€280m for a period of 4 years to finance the acquisition of CPS and provide working capital headroom. The facilities constituted a
€240m (£202m) term loan and €40m (£34m) revolving credit facility. The interest rate on the term loan is 3 month EURIBOR plus
a margin which is adjusted based on the leverage ratio. The interest rate plus margin payable for the RCF facilities is dependent
on the currency that is borrowed. The Group pays interest quarterly for both the term loan and the RCF balances.
On 9 January 2024, the Group drew down €240m representing the full term loan and €10m RCF to support payment of the
acquisition costs for CPS. The original RCF was repaid in April 2024 and new drawdown of £20m Pounds Sterling was made on
18 July 2024.
The term loan is repayable over 4 years with annual payments due each October based on an agreed payment profile.
Repayment terms for the RCF are agreed at each drawdown with the longest repayment term being until September 2026.
The Group has fixed and floating charges over its fixed and current assets in respect of the above facilities. These charges ensure
that the lender has a priority claim over these assets in the event of default.
20 Borrowings continued
Covenants
There are financial covenants in favour of the lenders under the term loan which are subject to a financial covenant test six
monthly in line with the Group’s external reporting timelines. The covenants are:
•
Interest cover shall not be less that 4.0:1
•
Adjusted leverage for the period should not exceed 3.50: 1
The Group has complied with the financial covenants of the term loan during the period.
21 Defined benefit pension scheme net liability
YouGov Schweiz AG (formerly LINK Marketing services AG) participates in a defined benefit pension scheme (the “Scheme”)
which provides its members with defined benefits related to salary and service. The Scheme’s assets are held in a separate
trustee-administered pension fund. The Scheme is open to new members.
Under the new requirements of Swiss law, the Scheme is re-valued annually by a qualified actuary to determine the closing
position. The Scheme was re-valued at 2024 year-end by taking account of experience over the year, changes in market
conditions and differences in the financial and demographic assumptions. The present value of the defined benefit liability,
the related current service cost and any past service costs were measured using the Projected Unit Credit Method.
The principal assumptions used by the independent qualified actuary to calculate the liabilities are set out below:
31-Jul
2024
31-Jul
2023
Price inflation rate
1.25%
1.25%
Salary increase rate
1.75%
1.75%
Pension increase rate
0.00%
0.00%
Social security increase rate
1.50%
1.50%
Discount rate for Scheme liabilities
1.10%
1.80%
The mortality assumptions are set out below:
31-Jul
2024
31-Jul
2023
Life expectancy for male currently aged 65
21.92
21.86
Life expectancy for female currently aged 65
23.68
23.61
The assumptions for year ended 31 July 2024 are based on Swiss BVG 2020 data, improvements in line with the 2018 CMI
generational projections and a long-term rate of improvement of 1.25% a year.
YouGov plc Annual Report & Accounts 2024
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162
163
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
21 Defined benefit pension scheme net liability continued
The amounts recognised in the Consolidated Statement of Financial Position and the movements in the net defined benefit
liability over the year are as follows:
Fair value
of Scheme
assets
£m
Present
value of
liability
£m
Net amount
£m
At 31 July 2023
10.9
(12.8)
(1.9)
Current service cost
–
(0.5)
(0.5)
Interest income
0.2
–
0.2
Interest cost
–
(0.1)
(0.1)
Total amount recognised in Consolidated Income Statement
0.2
(0.6)
(0.4)
Return on plan assets, excluding amounts included in interest expense/(income)
0.4
–
0.4
Actuarial (gains)/losses – experience
–
1.0
1.0
Actuarial (gains)/losses – financial assumptions
–
(1.0)
(1.0)
Total amount recognised in Consolidated Statement of Comprehensive Income
0.4
–
0.4
Employer contributions
0.4
–
0.4
Plan participants’ contributions
0.4
(0.4)
–
Benefits paid
(1.4)
1.4
–
Total other movements
(0.6)
1.0
0.4
At 31 July 2024
10.9
(12.4)
(1.5)
Expected contributions to the defined benefit pension scheme for year ending 31 July 2025 are £0.7m. The weighted average
duration of the defined benefit obligation is 15.0 years (2023: 14.7 years). The expected maturity analysis of the defined benefit
obligation is:
Less than 1 Year
£m
Between 1-4 Years
£m
5 Years and more
£m
Total
£m
At 31 July 2024
0.8
2.9
3.1
6.7
At 31 July 2023
0.6
3.2
3.6
7.4
The analysis of the Scheme’s assets at the balance sheet date was as follows:
Value at
31-Jul-24
%
Value at
31-Jul-23
%
Valuation
method*
Equity instruments
3.7
34%
3.7
34%
Level 1
Bonds
3.7
34%
3.5
32%
Level 2
Property
2.8
26%
2.8
26%
Level 2
Cash and cash equivalents
0.1
1%
0.1
1%
n/a
Other
0.6
5%
0.8
7%
Level 1
* Refer to Note 22 for the definition of different level of valuation.
The actuarial valuation report, carried out in accordance with IAS 19, outlines that the critical assumption in the valuation of the
defined benefit liability relates to the discount rate. An increase and decrease of 0.25% in the discount rate applied would result in
a defined benefit liability movement of 2.9% down and 2.8% up, respectively.
There has been no change in the methods or assumptions used to prepare the sensitivities.
Consumer Panel Italy GfK s.r.l
Consumer Panel Italy GfK s.r.l participates in a defined benefit pension liability scheme with a net liability as at 31 July 2024
of £0.3m.
22 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 focusses
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.
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 the US Dollar, Euro, UAE Dirham and Swiss Franc. 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:
Group
2024
£m
2023
£m
US
Dollar
Euro
UAE
Dirham
Swiss
Franc
Other
currencies
US
Dollar
Euro
UAE
Dirham
Swiss
Franc
Other
currencies
Financial assets
40.6
42.1
0.9
3.4
12.0
35.3
17.7
1.5
5.0
11.8
Financial liabilities
(12.7)
(44.4)
(0.3)
(2.9)
(5.6)
(9.9)
(3.5)
(0.7)
(3.5)
(9.8)
Short-term exposure
27.9
(2.3)
0.6
0.5
6.4
25.4
14.2
0.8
1.5
2.0
Financial assets
–
–
–
–
–
–
–
–
–
–
Financial liabilities
(2.9)
(163.6)
–
(1.9)
(2.1)
(3.5)
–
–
(2.7)
(0.1)
Long-term exposure
(2.9)
(163.6)
–
(1.9)
(2.1)
(3.5)
–
–
(2.7)
(0.1)
The effect of UK Sterling strengthening by 10% against our subsidiaries’ functional currencies (US Dollar, Euro, UAE Dirham, Swiss
Franc and other currencies) would have had the following impact upon translation:
Group
2024
£m
2023
£m
US
Dollar
Euro
UAE
Dirham
Swiss
Franc
Other
currencies
US
Dollar
Euro
UAE
Dirham
Swiss
Franc
Other
currencies
Net result of the year
(0.9)
0.3
0.4
0.2
(0.2)
(4.1)
(0.9)
(0.1)
–
(0.5)
Equity
(2.4)
(6.1)
(0.5)
(0.2)
(1.9)
(1.3)
(2.6)
(0.9)
(0.3)
0.2
If UK Sterling had weakened by 10% against the US Dollar, Euro, UAE Dirham, Swiss Franc 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 had one borrowing arrangement in place during FY23, which was repaid before 31 July 2023. The Group has entered
into a €280m debt facility to fund the acquisition of CPS, comprising of €40m revolving credit facility and a €240m amortising
term loan with a tenure of four years. At July 2024, the Group has drawn down the full term loan and £20m (€24m) of the RCF,
with a remaining €16m at the disposal of the Group to fund any additional liquidity needs (see Note 20).
The average cash and cash equivalents balance over the course of the year was £90.4m (2023: £72.3m) for the Group.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
164
165
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
22 Risk management objectives and policies continued
Primary financial instruments held or issued to finance the Group’s operations are as follows:
Group
31 July 2024
31 July 2023 (restated1)
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
Trade and other receivables
68.1
68.1
47.1
47.1
Cash and cash equivalents
73.6
73.6
107.2
107.2
Borrowings
(220.0)
(220.0)
–
–
Trade and other payables
(47.9)
(47.9)
(29.5)
(29.5)
Contingent consideration
(0.4)
(0.4)
(4.4)
(4.4)
1Prior year trade and other payables have been restated to add accruals and for the change made to the panel incentive provision
– refer to pages 130.
Fair value estimation
Financial instruments are carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: 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 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The Group does not hold any financial instruments valued at Level 1 or Level 2.
The Group’s contingent consideration is valued under the Level 3 method. Details about the movements in the year are fully
disclosed in Note 18. The Group has contingent consideration of £0.4m (2023: £4.4m).
The Group has defined benefit pension scheme assets of £10.9m (2023: £10.9m). Full details are disclosed in Note 21.
23 Share capital and share premium
The Company only has one class of share. The par value of each Ordinary Share is 0.2p (2023: 0.2p). All issued shares are
authorised and fully paid.
Number of
shares
Share
capital
£m
Share
premium
£m
Total
£m
At 31 July 2022
111,456,763
0.2
31.5
31.7
Issue of shares
5,617,631
–
51.3
51.3
Less: Transaction costs arising on share issues
–
–
(1.7)
(1.7)
At 31 July 2023
117,074,394
0.2
81.1
81.3
Issue of shares
51,945
–
–
–
At 31 July 2024
117,126,339
0.2
81.1
81.3
During the year, 42,819 shares were issued on the exercise of share options and 9,126 in payment of Non-Executive Directors’ fees
For the year ended 31 July 2024, these issues of shares resulted in a closing share capital balance of £0.2m (2023: £0.2m).
22 Risk management objectives and policies continued
As at 31 July 2024, the Group’s liabilities have undiscounted contractual maturities, which are summarised below:
Group
2024
2023 (restated1)
Current
Non-current
Current
Non-current
Within 6
months
£m
6 to 12
months
£m
1–5 years
£m
Later than
5 years
£m
Within 6
months
£m
6 to 12
months
£m
£m
1–5 years
£m
Later than
5 years
£m
Trade and other payables
36.3
5.0
3.7
3.2
26.0
2.2
–
–
Borrowings
50.4
–
169.6
–
–
–
–
–
Lease liabilities
2.7
2.4
11.4
4.3
1.6
1.6
7.2
1.4
Contingent consideration
–
0.4
–
–
–
4.4
–
–
1Prior year trade and other payables have been restated to add accruals and for the change made to the panel incentive provision
– refer to pages 130.
The Group has sufficient financial risk management policies in place to ensure that all trade payables are settled within the
respective credit period.
The Group has no significant concentration of risk, as it has sufficient liquid funds, such as cash and cash equivalents, to ensure it
is in position to meet its financial needs.
Capital risk management
The Group’s objectives when managing capital are to deliver financial performance and to safeguard its ability for all entities
within the Group to continue as a going concern.
The Group entered into a secured facilities agreement to finance acquisitions during the year and provide sufficient working
capital headroom to support business activities. To maintain the capital structure, the Group will consider the appropriate level of
dividends paid to shareholders.
Interest rate risk
To manage the variable interest rate risk, the group has agreed to enter a hedge transaction on the term loan, that is an interest
rate collar with a predetermined cap and a floor resulting in a zero-premium transaction. This hedge transaction provides a
safeguard against the sudden rise in variable portion of the interest rate. The group entered hedge transaction on 8 August 2024.
Credit risk
Credit risk is primarily attributable to the Group’s trade receivables and their settlement by customers. Further details about the
Group’s exposure is provided in Note 15.
The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and
customers. However, the Group’s credit control department monitors any overdue outstanding balances. Where considered
appropriate, an allowance is made for doubtful trade receivables. Reconciliation of expected credit loss is also provided in
Note 15.
The credit risk on liquid funds, such as cash and cash equivalents, is considered to be low, as a significant majority of assets are
held within reputable financial institutions with credit ratings of at least A-. The maximum exposure to credit risk as at balance
sheet date for the Group is £73.6m (2023: £107.2m).
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.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
166
167
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
24 Share-based payments
The charge in relation to the share-based payments in the year ended 31 July 2024 was £2.7m (2023: £7.6m) for the Group
and £1.1m (2023: £1.8m) for the Company. Details of the number of share options and the weighted average exercise price
outstanding during the year are as follows:
Group
Company
Group (number)
LTIP
2009
LTIP
2014
DSBP
2014
LTIP
2019
LTIP
2023
LTIP
2009
LTIP
2014
DSBP
2014
LTIP
2019
LTIP
2023
Fully Vested or Vesting
Date
YES
YES
YES
YES
Dec–26
YES
YES
YES
YES
Dec–26
Nil-Cost Option
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
Outstanding at
1 August 2023
32,868 623,315
57,308 3,061,759
–
4,820 433,396
38,074
739,307
–
Granted during the year
–
–
–
– 754,580
–
–
–
– 754,580
Exercised during the
year
(11,249) (200,119) (27,473) (1,158,333)
–
(4,820) (10,200) (22,610) (222,890)
–
Lapsed during the year (21,619)
–
–
– (113,443)
–
–
–
– (113,443)
Forfeited during the
year
–
–
(5,665)
(796,141)
–
–
–
–
(192,229)
–
Outstanding at 31 July
2024
– 423,196
24,170
1,107,285
641,137
– 423,196
15,464
324,188
641,137
Exercisable at 31 July
2024
– 423,196
24,170
1,107,285
–
– 423,196
15,464
324,188
–
Weighted Average
Exercise Price (£)
10.48
10.20
9.97
8.87
–
10.92
11.20
10.33
9.82
–
Group (number)
Group
Company
LTIP
2009
LTIP
2014
DSBP
2014
LTIP
2019
LTIP
2023
LTIP
2009
LTIP
2014
DSBP
2014
LTIP
2019
LTIP
2023
Outstanding at
1 August 2022
47,614
655,798
104,640
3,141,415
–
19,566
465,879
59,306
757,803
–
Granted during the year
–
–
–
–
–
–
–
–
–
–
Exercised during the year
(14,746)
(32,483)
(31,114)
–
–
(14,746)
(32,483)
(19,832)
–
–
Forfeited during the year
–
–
(16,218)
(79,656)
–
–
–
(1,400)
(18,496)
–
Outstanding at
31 July 2023
32,868
623,315
57,308
3,061,759
–
4,820 433,396
38,074
739,307
–
Exercisable at
31 July 2023
32,868
623,315
57,308
–
–
4,820 433,396
38,074
–
–
Weighted Average
Exercise Price (£)
9.70
9.90
9.85
–
–
9.70
9.90
9.93
–
–
Long-Term Incentive Plan 2009 (LTIP 2009)
LTIP 2009 unexercised awards lapse on the tenth anniversary of the Date of Grant. The last grant of LTIP 2009 nil-cost options
was made in 2014. There are no outstanding exercisable share options as at 31 July 2024.
Long-Term Incentive Plan 2014 (LTIP 2014) and Deferred Share Bonus Plan 2014 (DSBP 2014)
The LTIP 2014 and DSBP 2014 vested in previous years and have outstanding exercisable share options as at 31 July 2024. DBSP
2014 vested options can be exercised for five years from the date of vesting, which is two years from the date of grant. The last
grant of DSBP 2014 options was made in 2019 and vested in 2021 giving scheme participants right to exercise until 2026. LTIP
2014 vested options may be exercised until the tenth anniversary of the Grant Date. The last grant of LTIP 2014 options was made
in 2018.
24 Share-based payments continued
Long-Term Incentive Plan 2019
During the year ended 31 July 2020, the Company introduced the Long-Term Incentive Plan 2019 (“LTIP 2019”) with nil cost
options awarded to participants in three tranches dependent upon achievement of specific and demanding personal targets.
The vesting of awards under the LTIP 2019 was subject to the achievement of targets based on compound annual growth in
adjusted basic EPS over the four-year period ended 31 July 2023. The scheme vested on 31 October 2023 with the Company
achieving 74% of its adjusted EPS target. There are no further in-flight awards under this plan, and no LTIP awards are scheduled
to vest based on performance measured up to the end of FY24 or FY25. Pursuant to the rules of the LTIP 2019 scheme, vested
options may be exercised until the tenth anniversary of the Grant Date. The charge in relation to the LTIP 2019 in the year ended
31 July 2024 was £2.2m (2023: £7.6m) for the Group and £0.6m (2023: £1.8m) for the Company.
The fair value of the options granted in the year was determined using the Black-Scholes model. The fair values and the
assumptions used in calculating the fair values of the options are as follows:
2022
Tranche 3
2021
Tranche 2
2020
Tranche 1
2020
Tranche 1
additional
award
Share price
£10.95
£9.70
£5.69
£8.00
Exercise price
£0.00
£0,00
£0.00
£0,00
Expected life
1.2 years
3.0 years
4.0 years
3.2 years
Dividend yield
0.44%
0.625%
0.50%
0.625%
Risk-free interest rate
0.75%
0.55%
0.55%
0.55%
Fair value
£10.89
£9.52
£5.58
£7.84
Long-Term Incentive Plan 2023
During the year ended 31 July 2024, the Company introduced a new Long-Term Incentive Plan 2023 (“LTIP 2023”) with nil cost
options and conditional awards granted to participants. The Plan was approved by shareholders on 7 December 2023 and the
first grant (FY24 Award) was made on 14 December 2023, with a further grant made on 30 April 2024. The FY24 Award is a 3 year
scheme with participants split into 2 cohorts: performance shares and restricted shares. Performance share awards for the FY24
Award will vest subject to performance conditions to be met over the three-year period ending 31 July 2026. The Remuneration
Committee chooses performance targets for each annual award prior to the date of grant. Targets are linked to the long-term
strategic priorities of the Group with financial measures comprising a majority weighting for each award. The FY24 Award will
vest according to achievement of a combination of financial metrics (Group EPS Growth and Americas revenue growth) and
non-financial metrics (including Net Promoter and Employee Engagement scores) over a three-year period. Restricted share
awards vest after three years, subject to continued employment. The maximum total number of share awards is based on a
percentage of each participant’s salary prior to each grant, and the grant price of shares at the time of grant.
In December 2023, 673,866 options were granted, with an additional grant of 80,714 in April 2024. The grant price for these
options were £10.08 and £8.79 respectively. The grant price was based on the traded share price in the AIM London market. The
grant price was adjusted for dividend equivalent to arrive at the IFRS2 cost. The charge in relation to the LTIP 2023 for the group
and company in the year ended 31 July 2024 was £0.5m.
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
168
169
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
25 Changes in liabilities arising from financing activities
Group
At
1 August
2023
Cash flows
Interest
payments
Other
non-cash
changes
Acquired through
business
combinations
Exchange
rate
movements
At
31 July
2024
Borrowings
–
(224.3)
6.6
1.7
–
(4.0)
(220.0)
Lease liabilities
(11.1)
3.9
0.5
(5.4)
(7.1)
0.5
(18.7)
(11.1)
(220.4)
7.1
(3.7)
(7.1)
(3.5)
(238.7)
Group
At
1 August
2022
Cash flows
Interest
payments
Other
non-cash
changes
Acquired through
business
combinations
Exchange
rate
movements
At
31 July
2023
Borrowings
–
–
–
–
–
–
–
Lease liabilities
(12.1)
3.5
0.3
(1.7)
–
(0.5)
(11.1)
(12.1)
3.5
0.3
(1.7)
–
(0.5)
(11.1)
26 Capital commitments and contingent liabilities
At 31 July 2024, the Group and Company had no capital commitments (2023: £Nil).
The Company is currently involved in litigation that may lead to potential liabilities. Due to the current status and the nature
of litigation, the ultimate outcome cannot be predicted with certainty. Management, in consultation with legal counsel, has
conducted an assessment and believes that a reliable estimate of any potential loss or range of loss would be both prejudicial to
the position of the Company, and is also not currently determinable. Accordingly, no provision has been recorded in the financial
statements.
27 Transactions with Directors and other related parties
Other than emoluments, there have been no transactions with Directors and key management personnel during the year (2023: £Nil).
Trading between YouGov plc and Group companies is excluded from the related party note as this has been eliminated on
consolidation.
28 Events after the reporting year
The group entered into a hedge transaction in August 2024 to hedge against variable interest rate exposure arising from the bank
loans in place. The hedge term is aligned to the term loan.
On 6 August 2024 the Company acquired 100% of the share capital in The Thinking Studio Limited (trading as Yabble) for an initial
consideration of £4.5m and a three year post-completion earn-out based upon specific revenue targets being met. The earn-out
is capped at c£15.5m. Initial consideration has been settled through existing cash resources of £1.3m, with the sellers agreeing
to apply a portion of the cash proceeds towards a phased subscription for Ordinary Shares at their market value. This acquisition
will allow the Group to power new and valuable insights through Yabble’s generative AI technology. As of the reporting date, the
initial accounting for the business combination is yet to be finalised. Therefore, certain disclosures required could not be made.
Specifically, the allocation of the purchase price to the identifiable assets acquired and liabilities assumed.
29 Audit Exemption under Companies Act 2006
The Directors consider that subsidiaries of the Group are entitled to exemption from the requirement to have an audit under the
provision of section 479A of the Companies Act 2006 (the “Act”) and the members have not required the Company to obtain an
audit for the financial year in question, in accordance with section 476 of the Act.
YouGov plc has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under
section 479A of the Companies Act 2006 in respect of the year ended 31 July 2024:
•
Crunch Cloud Analytics Limited, InConversation Media Limited, Margaux Matrix Limited, Portent.io Limited, Rezonence
Limited, SMG Insight Limited, YouGov Finance Limited, YouGov Services Limited, YouGov UK Limited
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to
accounting records and the preparation of financial statements.
The following subsidiary of the Group, YouGov M.E. FZ LLC Saudi Branch, which is in dissolution as at year-end, is exempt from
preparing individual accounts in respect of the year ended 31 July 2024 by virtue of section 394A of the Companies Act 2006.
30 Registered addresses
YouGov plc
50 Featherstone Street, London, EC1Y 8RT, United Kingdom
Crunch Cloud Analytics Limited
InConversation Media Limited
Margaux Matrix Limited
Portent.io Limited
Rezonence Limited
SMG Insight Limited
YouGov Finance Limited
YouGov Services Limited
YouGov UK Limited
Consilium Limited
23rd Floor, Ovest, No. 77 Wing Lok Street, Hong Kong
Crunch Cloud Analytics LLC
Suite 101, 999 Main Street, Redwood City, California, USA
Portent Technologies Inc
YouGov America Inc
YouGov Schweiz AG (Formerly LINK
Marketing Services AG)
Spannortstrasse 7/9, 6003, Luzern, Switzerland
MMH 2014 Limited
4th Floor 115 George Street, Edinburgh, Scotland, EH2 4JN
PT YouGov Consulting Indonesia
Setiabudi 2 Building, 6th Floor, Suite 605ABC, Jalan HR Rasuna Said Kav. 62, Jakarta,
12920, Republic of Indonesia
Wizsight Arastima ve Danismanlik
Hizmetleri Anonim Sirketi
Esentepe Mahallesi, Yüzbaşı Kaya Aldoğan Sokak, Pardus Plaza, No:4/1, Office No: 102,
Şişli, İstanbul, Turkey
YG Research India Private Limited
CTS No.928C/B, Building No.3 & 4, AK Estate Building, S V Road, Pahadi Goregaon
Mumbai, Maharashtra, 400062, India
YouGov Brasil LTDA
Rua Manoel da Nobrega, nº 1280, 10th floor, in the city of São Paulo, State of São Paulo,
04001-902, Brazil
YouGov Data & Analytics GmbH
Theodor-Heuss-Allee 112, 60486 Frankfurt am Main, Germany
YouGov Deutschland GmbH
Design Offices, Tunisstraße 19-23, 50667 Cologne, Germany
YouGov Finland OY
c/o KPMG Oy Ab, Toolonlahdenkatu 3 A, Helsinki, 00100, Finland
YouGov France SASU
29 Rue du Louvre, 75002, Paris, France
Faster Horses Pty Limited
Level 38, Tower 3, International Towers Sydney, 300 Barangaroo Avenue, Sydney, NSW,
2000, Australia
YouGov Galaxy Pty Limited
YouGov Research Pty Ltd
YouGov Italia Srl
KPMG Fides Servizi di Amministrazione S.p.A., Via Vittor Pisani 27, Milan, 20124, Italy
YouGov Mexico, S. de R. L. de C.V.
Av. Insurgentes centro 64 oficina B-601., Col. Juarez, Cuauhtemoc, cp 06600 CDMX,
Mexico
YouGov Mexico Shared Services,
S. de R. L. de C.V.
YouGov M.E. FZ LLC
Suites 302 and 303, Cayan Business Center, Barsha Heights, Dubai, UAE
YouGov Malaysia SDN BHD
13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, Kuala Lumpur, 50400, Malaysia
YouGov Netherlands B.V.
Siriusdreef 17, Regus – Schiphol Airport Tetra, Hoofddorp, 2132WT, Netherlands
YouGov Nordic and Baltic A/S
Klosterstræde 9, 2., Copenhagen K, 1157, Denmark
YouGov Norway AS
Tollbugata 8B, 0152, Oslo, Norway
YouGov Poland Sp. z o.o.
ul. Prosta 70, 00-844 Warszawa, Poland
YouGov Research Canada Limited
333 Bay Street, Bay Adelaide Centre, Suite 4600, Toronto, Ontario, M5H 2S5, Canada
YouGov Singapore Pte Ltd
1 Finlayson Green, #15-01, 049246, Singapore
YouGov Spain S.L.U.
c/ Rosselló 198, 4o 2a 08008 Barcelona, Spain
YouGov s.r.l.
Dimitrie Pompeiu Blvd. no. 5-7, Hermes Building, entrance A, 2nd floor, District 2,
Bucuresti 020335
YouGov Sweden AB
Vasagatan 28, 111 20 Stockholm, Sweden
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
170
171
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
30 Registered addresses continued
YouGov (Thailand) CO. LTD
11/1 AIA Sathorn Tower, 17th Floor Unit 1702, South Sathorn Road, Yannawa, Sathorn,
Bangkok, 10120, Thailand
YouGov Turkey Veri Ve Analiz Limited
Şirketi
Estentepe Mahallesi Buyukdere Cad. Levent 199, Apt. No: 199/6, Sisli, Turkey
YouGov URC (Shanghai) Market
Research Co. Ltd.
Unit 5181,51st Floor, Raffles Plaza, 268 Xizang Middle Road, Huangpu District, Shanghai,
China
Consumer Panel Austria GfK GmbH
Erdberger Lände 26A, Top 4, 1030 Vienna, Austria
Consumer Panel Belgium GfK BV
Arnould Nobelstraat 42, 3000 Leuven, Belgium
Consumer Panel Bulgaria GfK EOOD
47A, Tsarigradsko Shosse Blvd, floor 2, Polygraphia Office Center, Sofia city 1124, Sofia,
Bulgaria
GfK – Centar za istrazivanje trzista d.o.o.
Froudeova 1, 10000, Zagreb, Croatia
Consumer Panel Czech Republic
GfK s.r.o.
KAVCÍ HORY OFFICE PARK, Na Hrebenech II 1718/10, 140 00 Prague 4, Czechia
Consumer Panel Denmark GfK ApS
Kay Fiskers Pl. 9, 6th floor, 2300 København, Denmark
Consumer Panel Germany GfK GmbH
Sophie-Germain-Straße 3-5, 90443 Nuremberg, Germany
Consumer Panel Germany Holding
GfK GmbH
Consumer Panel Hungary GfK Kft
1134 Budapest, Váci út 23-27., H2Offices building, 2nd floor
Consumer Panel Italy GfK S.r.l
Via Tortona 33, 20144 Milan, Italy
Consumer Panel Italy Holding GfK S.r.l
Consumer Panel Netherlands GfK B.V.
Krijgsman 22-25, 1186 DM Amstelveen, Netherlands
Gold CP Holding B.V.
Consumer Panel Poland GfK Sp.z.o.o
ul. Prosta 70, 00-844 Warszawa, Poland
Consumer Panel Romania GfK SRL
Dimitrie Pompei Blvd. no. 5-7, Hermes Building, A entrance, 2nd floor, District 2, București
020335, Romania
GfK d.o.o. Beograd
Milutina Milankovića 1k V/30, Novi Beograd 11070, Serbia
GfK Slovakia, s.r.o.
6th Floor, CBC 5 building, Karadzicova Street No 16, 821 08 Bratislava, Slovakia
Consumer Panel Sweden GfK AB
Vasagatan 28, 111 20 Stockholm, Sweden
Consumer Panel Ukraine GfK LLC
Lesi Ukrainky, 34, ofice 601 Kyiv Kyiv Oblast 01133 Ukraine
Consumer Panel Austria GfK GmbH
Erdberger Lände 26A, Top 4, 1030 Vienna, Austria
YouGov CP Gold GmbH
Teinfaltstraße 8, 1010 Vienna, Austria
Vyzion Inc.
2045 W Grand Ave, Suite B, PMB 83364, Chicago, IL 60612, USA
YouGov New Zealand HoldCo1
Level 15, PwC Tower, 15 Customs Street West, Auckland, 1010, New Zealand
1
YouGov New Zealand HoldCo was incorporated on 8 July 2024.
2024
£m
2023
(restated)
£m
2022
(restated)
£m
2021
(restated)
£m
2020
(restated)
£m
Revenue
335.3
258.3
221.1
169.0
152.4
Operating profit
10.9
44.4
30.0
19.0
15.2
Adjusted operating profit2
49.6
49.1
37.4
25.8
22.3
Adjusted operating profit margin (%)
15%
19%
17%
15%
15%
Profit before tax
4.0
44.7
25.3
18.9
15.2
Adjusted profit before tax2
45.0
57.2
34.7
31.2
25.7
Basic earnings per share (pence)
(2.0)
31.5
15.7
11.5
9.0
Adjusted basic earnings per share (pence)2
29.4
41.1
23.7
21.1
18.1
Operating cash generation¹
53.9
69.0
69.7
45.1
31.3
Cash and cash equivalents at end of year
73.6
107.2
37.4
35.5
35.3
Dividend per share (pence)
9.0
8.75
7.0
6.0
5.0
1
The above operating cash generation figures were restated in the consolidated financial statements for the year ended 31 July 2022 for all comparative
financial years, by reclassifying deferred consideration payable to current employees as an operating cash flow.
2 Prior years’ adjusted for the change in policy to show acquired customer list amortisation as a separately reported item.
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173
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2024 continued
Group Five-Year Financial Summary
Additional
Information
Additional Information
Guide to Compliance Disclosures
176
SASB Alignment Index
179
Advisors
180
Notice of Annual General Meeting
181
ADDITIONAL INFORMATION
175
YouGov plc Annual Report & Accounts 2024
YouGov plc Annual Report & Accounts 2024
174
QCA Code Compliance
YouGov plc has adopted the QCA Code 2018 (the “Code”).
The Board of Directors has applied the Code and remained compliant throughout the year ended 31 July 2024.
Disclosures required by the QCA Code 2018 are either included in this Annual Report & Accounts or on our corporate website
(corporate.yougov.com).
Download our key governance and compliance documents at corporate.yougov.com
Board and Committee:
•
Terms of Reference
•
Matters Reserved
Corporate Reporting:
•
Annual Reports
•
Modern Slavery Act Statement
•
UK Pay Gap Reports
Compliance:
•
Global Code of Conduct & Ethics
•
Supplier Code of Conduct
•
Summary of Group Whistleblowing Policy
•
Summary of Group Anti-Bribery Policy
Governance:
•
ESG Roadmap
•
ESG Report
•
TCFD Report
•
D&I Roadmap
•
Diversity, Equity and Inclusion Policy
•
Environmental Policy
•
Freedom of Association Policy
Company:
•
Articles of Association
•
AIM Admission Document
•
Corporate Factsheet
Security Credentials/Certificates:
•
Cyber Essentials Plus
•
ISO 27001
How to find our key disclosures:
Content required to be disclosed under the QCA Code can be found in the following locations in this report:
QCA Code Section: Deliver Growth
Business model and strategy
Pages 16 to 17 and 24 to 25
Risk management
Pages 55 to 61
QCA Code Section: Maintain a dynamic management framework
Independence of Directors
Page 69
Time commitment for Directors
Page 69
Board and Committee meetings
Pages 70 to 88
Skills and experience of the Directors
Pages 66 to 68 and 74
Ongoing skills upkeep for Directors
Page 69
Use of external advisors and their roles
Page 72
Describe any internal advisory responsibilities
Page 72
Board performance review
Page 73
Corporate culture consistent with strategy
Page 65
QCA Code Section: Build Trust
Board Committee activities
Pages 78 to 91
Nomination Committee Report
Pages 78 to 80
Audit & Risk Committee Report
Pages 81 to 87
Remuneration Committee Report
Pages 88 to 105
Explanation for any omission
Not applicable
Consumer Privacy and Advertising Fairness
As at 31 July 2024, there were no monetary losses as a result of legal proceedings associated with consumer privacy or false,
deceptive, or unfair advertising during the reporting year.
Advertising Targeted to Custom Audiences
All paid B2B online marketing of YouGov’s products and services is targeted to custom audiences based on behavioural data,
specifically via search query, user attributes (e.g. location, industry, demographics, etc.) and/or content consumed.
YouGov plc Annual Report & Accounts 2024
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176
177
ADDITIONAL INFORMATION
Guide to Compliance Disclosures
Non-Financial and Sustainability Information Methodology Details
SECR Methodology
Our Scope 1 and 2 emissions have been calculated using the GHG Protocol – A Corporate Accounting and Reporting Standard,
Greenhouse Gas Protocol – Scope 2 Guidance, ISO 14064-1 and ISO 14064-2, and Environmental Reporting Guidelines: Including
Streamlined Energy and Carbon Reporting Guidance. Government Emissions Factor Database 2024 version 1. has been used,
utilising the published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for the reporting period 01/08/2023
– 31/07/2024. Estimations were undertaken to cover missing billing periods for properties directly invoiced to YouGov. These
were calculated on a kWh/day pro-rata basis at the meter level. All estimations equated to 15.5% of reported consumption, up
from 13.3% estimation in FY23 due to the incorporation of new CPS sites. Market-based calculations were calculated using the
emissions factor provided by the electricity supplier where available. Where such information was not available, the country’s
residual grid factor, taken from Carbon Footprint’s 2024 publication of global electricity factors, was used.
Carbon Balance Sheet Methodology
Emissions are calculated following the Greenhouse Gas Protocol. All fifteen Scope 3 categories were evaluated to understand
the applicability to the business and eight categories were found to be applicable and have been quantified. The seven
non-applicable categories are Category 9: Downstream Transportation and Distribution (no transport as no product),
Category 10: Further Processing of Sold Products (no products sold), Category 11: Use of Sold Products (no products sold),
Category 12: End-of-life Treatment of Sold Products (no products sold), Category 13: Downstream Leased Assets (no assets leased
to others), Category 14: Franchises (no franchises) and Category 15: Investments (no investments).
To enhance transparency for our most relevant disclosures,
YouGov has aligned our 2024 reporting with SASB.
Below is an index of the topics determined by SASB to be material to our industry (Advertising & Marketing) with the
corresponding disclosure page number.
Topics and Accounting Metrics
SASB Code
YouGov Disclosure
Page
Data
Privacy
Discussion of policies and practices relating to
behavioural advertising and consumer privacy
SV-AD-220a.1
2024 Annual Report &
Accounts: ESG Report:
Data privacy and security
disclosures
46
Percentage of online advertising impressions
that are targeted to custom audiences
SV-AD-220a.2
2024 Annual Report &
Accounts: Advertising
Targeted to Custom
Audiences
177
Total amount of monetary losses as a result of
legal proceedings associated with consumer
privacy
SV-AD-220a.3
2024 Annual Report &
Accounts: Consumer Privacy
and Advertising Fairness
177
Advertising
Integrity
Total amount of monetary losses as a result
of legal proceedings associated with false,
deceptive, or unfair advertising
SV-AD-270a.1
2024 Annual Report &
Accounts: Consumer Privacy
and Advertising Fairness
177
Percentage of campaigns reviewed for
adherence with the Advertising Self-Regulatory
Council (ASRC) procedures, percentage of those
in compliance
SV-AD-270a.2
Not applicable; YouGov
campaigns are not reviewed
by the Advertising Self-
Regulatory Council.
N/A
Percentage of campaigns that promote alcohol
or tobacco products
SV-AD-270a.3
Not applicable; YouGov does
not run campaigns on behalf
of clients.
N/A
Workforce
Diversity &
Inclusion
Percentage of gender and racial/ethnic
group representation for (1) management, (2)
professionals, and (3) all other employees
SV-AD-330a.1
2024 Annual Report &
Accounts: Workforce diversity
disclosures
45
Activity
Metrics
Median reach of advertisements and marketing
campaigns
SV-AD-000.A
Not available, YouGov’s ad
platforms are not able to
retrospectively show total
target audience for all paid
campaigns in FY24, in a
reliable manner.
N/A
Number of exposures to advertisements or
marketing campaigns
SV-AD-000.B
39.3 million impressions/
reach
1
N/A
Median frequency of exposures
SV-AD-000.C
169 impressions per ad
2
N/A
Number of employees
SV-AD-000.D
2024 Annual Report &
Accounts: Workforce diversity
disclosures
45
1
Total impressions for paid campaigns on Google Ads, LinkedIn Ads, and Meta Ads, for the year-end 31 July 2024. The terms ‘impression’ and ‘reach’ are
used interchangeably across YouGov’s ad platforms. For the purposes of this disclosure, both are included in this figure.
2 Median frequency for LinkedIn Ads, Google Ads and Meta Ads in FY24.
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179
ADDITIONAL INFORMATION
Guide to Compliance Disclosures
continued
Sustainability Accounting Standards Board
(“SASB”) Alignment Index
Nominated Advisor
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
jpmorgan.com
Registrar
Neville Registrars Limited
Neville House
Steelpark House
Halesowen B62 8HD
nevilleregistrars.co.uk
Joint Corporate Broker
Morgan Stanley & Co International plc
25 Cabot Square
Canary Wharf
London E14 4QA
morganstanley.com
Joint Corporate Broker
Berenberg
60 Threadneedle Street
London
EC2R 8HP
berenberg.de
Auditor
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
grantthornton.co.uk
Joint Bankers
Citi
33 Canada Square
Canary Wharf
London E14 5LB
citigroup.com
Joint Bankers
HSBC
8 Canada Square
Canary Wharf
London E14 5HQ
hsbc.com
Financial Public Relations
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
fticonsulting.com
Remuneration Consultants
Korn Ferry
Ryder Court, 14 Ryder Street
London
SW1Y 6QB
kornferry.com
Notice of AGM:
Notice is hereby given that the Annual General Meeting (“AGM”) of YouGov plc will be held at 50 Featherstone Street, London
EC1Y 8RT on Thursday 5 December 2024 at 8.30 am GMT to consider and, if thought fit, pass the resolutions below. All resolutions
will be proposed as Ordinary Resolutions, with the exception of Resolutions 16 – 18 which will be proposed as Special Resolutions.
Ordinary Resolutions
Resolution 1 – Annual Report & Accounts
To receive the Company’s Annual Report & Accounts for the financial year ended 31 July 2024.
Resolution 2 – Approval of Directors’ Remuneration Report
To approve the Annual Report on Remuneration set out in pages 88 to 105 of the Company’s Annual Report & Accounts for the
financial year ended 31 July 2024.
Resolution 3 – Appointment of auditors
To re-appoint Grant Thornton UK LLP as the Company’s auditor to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at which accounts are laid before the Company.
Resolution 4 – Remuneration of auditors
To authorise the Directors to fix the remuneration of the auditors.
Resolution 5 – Election of Deborah Davis as Director
To elect Deborah Davis as a Director.
Resolution 6 – Re-election of Shalini Govil-Pai as Director
To re-elect Shalini Govil-Pai as a Director.
Resolution 7 – Re-election of Steve Hatch as Director
To re-elect Steve Hatch as a Director.
Resolution 8 – Re-election of Devesh Mishra as Director
To re-elect Devesh Mishra as a Director.
Resolution 9 – Re-election of Ashley Martin as Director
To re-elect Ashley Martin as a Director.
Resolution 10 – Re-election of Alexander McIntosh as Director
To re-elect Alexander McIntosh as a Director.
Resolution 11 – Re-election of Andrea Newman as Director
To re-elect Andrea Newman as a Director.
Resolution 12 – Re-election of Nicholas Prettejohn as Director
To re-elect Nicholas Prettejohn as a Director.
Resolution 13 – Re-election of Stephan Shakespeare as Director
To re-elect Stephan Shakespeare as a Director.
Resolution 14 – Dividend
To declare a final dividend of 9.0p per Ordinary Share, if approved to be paid on Monday 9 December 2024 to those shareholders
registered as at the close of business on Friday 29 November 2024.
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181
ADDITIONAL INFORMATION
Advisors
Notice of Annual General Meeting
Resolution 15 – Directors’ authority to allot shares
To resolve that the Directors be and are hereby generally and unconditionally authorised (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 of section 551 of the Companies Act 2006, 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 a maximum aggregate nominal amount of £78,472 provided that this authority shall expire at the
conclusion of the next AGM of the Company after the passing of this resolution or on 31 December 2025, 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 16 – Authority for disapplication of pre-emption rights for pre-emptive issues and general
purposes
That, conditional on the passing of Resolution 15 above, 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(1) of that Act) for
cash, either pursuant to the authority conferred by Resolution 15 or by way of a sale of treasury shares, as if section 561 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.
b. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to an
aggregate nominal amount of £23,565; and
c. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above)
up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time
under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board
of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on
Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
This power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 31 December
2025, 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 (and treasury shares to be sold) after such expiry and the Directors may allot equity
securities (and sell treasury shares) in pursuance of any such offers or agreements as if the power conferred hereby had not
expired.
Resolution 17 – Authority for disapplication of pre-emption rights for acquisitions and other
capital investments
That, conditional on the passing of Resolution 15 above, the Directors be and are hereby empowered in accordance with section
570 and section 573 of the Companies Act 2006 and in addition to any authority granted under Resolution 16 to allot equity
securities (within the meaning of section 560(1) of that Act) for cash, either pursuant to the authority conferred by Resolution 15 or
by way of a sale of treasury shares, as if section 561 of that Act did not apply to any such allotment, provided that this power shall
be limited to:
a. the allotment of equity securities up to an aggregate nominal amount of £23,565, such authority to be used only for
the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a
transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of this notice; and
b. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a)) up to a nominal amount
equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such
authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of
a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to the date of this notice.
This power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on
31 December 2025, 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 18 – Authority for 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 Act to
make one or more market purchases (as defined in section 693(4) of the Act) 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 11,782,579 (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 five 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;
and unless previously renewed, revoked or varied, this authority shall continue for the period ending on the date of the AGM
in 2025 or 31 December 2025, 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
5 November 2024
Registered Office:
50 Featherstone Street London EC1Y 8RT
Registered in England and Wales No. 3607311
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182
183
ADDITIONAL INFORMATION
Notice of Annual General Meeting
continued
Explanatory notes to the Notice of Annual General Meeting
Resolutions 1 to 15 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 16 to 18 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.
This reflects best practice and means that all the votes cast, and not just those of the shareholders present, are taken into
account. The poll results will be published on the Company’s corporate website as soon as possible after the conclusion of the
Meeting.
Resolution 1 explanatory notes – Annual Report & Accounts
For each financial year, the Directors must present the Annual Report & Accounts to shareholders at the AGM. The reports of the
Directors (including the Strategic Report), the report of the Company’s auditor and the financial statements are contained within
the Annual Report & Accounts.
Resolution 2 explanatory notes – Approval of Directors’ Remuneration Report
This resolution is an advisory vote to approve the Annual Report on Remuneration for the financial year ended 31 July 2024, which
is set out on pages 88 to 105.
Resolution 3 explanatory notes – Appointment of Auditors
The Company is required under the Act to appoint an auditor at each general meeting at which the accounts are presented, to
hold office until the conclusion of the next such meeting. The Company’s Audit & Risk Committee has made a recommendation
to the Board that Grant Thornton UK LLP be re-appointed as auditor of the Company. Accordingly, Resolution 3 seeks shareholder
approval to appoint Grant Thornton as auditor of the Company.
Resolution 4 explanatory notes – Remuneration of Auditors
This resolution authorises the Directors to set the auditor’s remuneration.
Resolution 5 to 13 explanatory notes – Election and Re-election of Directors
In keeping with the Board’s aim of following best corporate governance practice where appropriate, and in accordance with the
Company’s Articles of Association, each Director is required to stand for election or re-election by shareholders at each AGM.
Deborah Davis joined the Board as a Non-Executive Director in June 2024, and as such, she is put forward for election. All further
Directors are put forward for re-election. The Board is satisfied that each of the Directors bring a range of skills, experience and
knowledge to the Board which supports the Company’s strategy. The Board is also satisfied that each Non-Executive Director
offering themself for re-election is independent in character with the exception of the Chair by virtue of his prior role as Chief
Executive Officer, and that there are no relationships or circumstances likely to affect their character or judgement. Accordingly,
the Board unanimously recommends that all Directors standing for re-election continue to serve as Directors of the Company and
that the Director standing for election be confirmed to post. For information about the Directors’ background and experience,
see pages 66 to 68. For information regarding how the Board has considered the independence of the Directors, see page 69. For
information on Board succession planning activity and decisions in the year, see the Nomination Committee Report on pages 78
to 80.
Resolution 14 explanatory notes – Approval of Dividend
If this resolution is approved, a final dividend of 9.0p per Ordinary Share will be paid on Monday 9 December 2024 to those
shareholders on the register of members as at Friday 29 November 2024.
Resolution 15 explanatory notes – Directors’ authority to allot shares
Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into,
shares in the Company) if they have been authorised to do so by shareholders. If passed, Resolution 15 will authorise the Directors
to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to
an aggregate nominal amount of £78,472. This amount represents approximately one-third of the issued ordinary share capital
of the Company (excluding treasury shares) as at 31 October 2024, being the last practicable date before the publication of this
document. If given, the authorities will expire at the conclusion of the Company’s next AGM or on 31 December 2025 (whichever
is the earlier). It is the Directors’ intention to renew the allotment authority each year. The Directors have no current intention to
exercise the authority sought under Resolution 15. However, the Directors consider that it is in the best interests of the Company
to have the authority available so that they have flexibility to allot shares or grant rights without the need for a general meeting
should they determine that it is appropriate to do so to respond to market developments or to take advantage of business
opportunities as they arise.
Special Resolutions
Resolutions 16 and 17 explanatory notes – Authority for disapplication of pre-emption rights
Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560(1) of the Act) for
cash or sell treasury shares for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in
proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.
In accordance with the Pre-Emption Group’s Statement of Principles on Disapplying Pre-Emption Rights (“Statement of
Principles”), the Directors are seeking authority to disapply pre-emption rights in two separate special resolutions: Resolutions
16 and 17 which, if passed, will enable the Directors to allot equity securities for cash or sell treasury shares for cash up to a
maximum aggregate nominal amount of £56,556 without having to comply with statutory pre-emption rights.
The powers proposed under Resolution 16 will be limited to allotments or sales:
(a) in connection with a rights issue, open offer or other pre-emptive offer to ordinary shareholders and to holders of other equity
securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with
normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders,
as the Directors consider necessary;
(b) in any other case, up to an aggregate nominal amount of £23,565 (which represents approximately 10% of the issued ordinary
share capital of the Company (including treasury shares) as at 31 October 2024, being the last practicable date before the
publication of this document); and
(c) up to 2% for a follow-on offer which the Directors determine to be a kind contemplated in the Statement of Principles.
The powers proposed under Resolution 17 will be limited to allotments or sales:
(a) up to an aggregate nominal amount of £23,565 (which represents approximately 10% of the issued ordinary share capital of
the Company (including treasury shares) as at 31 October 2024, being the last practicable date before the publication of this
document);
(b) used only for the purposes of financing (or refinancing, if authority is to be used within 12 months of the original transaction)
a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the
Statement of Principles most recently published by the Pre-Emption Group prior to the date of this notice; and
(c) up to an aggregate nominal amount of £4,713 (which represents approximately 2% of the issued ordinary share capital of the
Company) for a follow-on offer which the Directors determine to be a kind contemplated in the Statement of Principles.
If given, this power will expire at the conclusion of the Company’s next AGM or on 31 December 2025 (whichever is the earlier).
It is the Directors’ intention to renew this power each year.
Resolution 18 explanatory notes – Authority for purchase of own shares for market value
Resolution 18, which will be proposed as a special resolution, renews a similar authority given at last year’s AGM. If passed, it will
allow the Company to purchase up to 11,782,579 ordinary shares in the market (which represents approximately 10% of the issued
ordinary share capital of the Company (excluding treasury shares) as at 31 October 2024, being the last practicable date before
the publication of this document). The minimum and maximum prices for such a purchase are set out in the resolution. If given,
this authority will expire at the conclusion of the Company’s next AGM or on 31 December 2025 (whichever is the earlier). It is the
Directors’ intention to renew this authority each year.
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 authority to purchase own shares 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 31 October 2024, being the last practicable date prior to the publication of this notice, there were employee share plan
options over 2,027,492 Ordinary Shares in the capital of the Company which represent 1.7% 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 1.9% of the Company’s issued Ordinary Share capital
as at 31 October 2024, being the latest practicable date before publication of this notice.
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184
185
ADDITIONAL INFORMATION
Notice of Annual General Meeting
continued
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Additional notes to the Notice of Annual General Meeting
1. Shareholder attendance
The AGM will be open to attendance by shareholders. Shareholders wishing to attend in person at the meeting are encouraged
to register in advance by email to investor.relations@yougov.com by no later than 6.00 pm GMT on Tuesday 3 December 2024.
For those who are unable to attend in person, the Company offers the opportunity for shareholders to pose questions to
the Board which will be responded to directly and made available on the Company’s website following the AGM. Questions
should be submitted to the Company by email to investor.relations@yougov.com by no later than 8.30 am GMT on
Friday 29 November 2024.
2. Shareholder questions
Any member with the right to attend the AGM is entitled, pursuant to section 319A of the Act, to ask any question relating
to the business being dealt with at the meeting. Shareholders who wish to ask a question of the Board relating to the
business of the meeting can do so by sending an email to investor.relations@yougov.com by no later than 8.30 am
GMT on Friday 29 November 2024. In addition, shareholders who attend the 2024 AGM in person may pose questions
to the Board in person. Shareholders who wish to pose questions in advance of the meeting (by sending an email to
investor.relations@yougov.com) are encouraged to send their questions as soon as possible. The Company will, to the extent
practicable, answer any such questions unless:
i.
to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or
ii. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered; or
iii. the answer has already been given on a website in the form of an answer to a question.
In the interests of efficiency and to avoid unnecessary repetition, if multiple questions are submitted with a common theme, they
will be answered as one question.
3. Proxy voting
The Board encourages all shareholders to exercise their vote by appointing the Chair of the meeting as their proxy and providing
voting instructions in advance of the AGM. A member entitled to attend and vote at the AGM is also entitled to appoint one
or more proxies of their own choice to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM.
A member can only appoint a proxy using the procedures set out in these notes and the notes to the accompanying Form of
Proxy. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by that member. A member may not appoint more than one proxy to
exercise rights attached to any one share. The proxy need not be a member of the Company, but must attend the AGM to
represent the member. Forms of Proxy may alternatively be submitted electronically by logging on to sharegateway.co.uk and
using the personal proxy registration code which is printed on the Form of Proxy. For an electronic proxy appointment to be
valid, the appointment must be received by Neville Registrars Limited no later than 8.30 am GMT on Tuesday 3 December
2024. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described below) will
not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. In accordance with Regulation
41 of the Uncertificated Securities Regulations 2001, to be entitled to attend and vote at the AGM (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 6.00 pm GMT on Tuesday 3 December 2024 (or, in the event of any adjournment, 6.00 pm GMT 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.
4. Electronic voting
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.
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 &
International 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, to be valid, be transmitted to be received by the
issuer’s agent (ID 7RA11) by 8.30 am GMT on Tuesday 3 December 2024.
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 can 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.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK
& International Limited does not make available special procedures in CREST for any 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 their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the CREST system by any time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system service providers are referred to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
5. Corporate representatives
Corporate shareholders should consider appointing the Chair of the meeting as a proxy or corporate representative to ensure
that their votes can be cast in accordance with their wishes.
6. Documents available for inspection at and prior to the AGM
Copies of contracts of service and letters of engagement of the Directors with the Company and the current Articles of
Association of the Company are available for inspection at the Company’s registered office on any weekday (Saturdays, Sundays
and Bank Holidays excepted) during normal business hours.
7. Issued Share Capital
As at 31 October 2024, which is the latest practicable date before publication of this Notice, the Company’s issued share capital
comprised 117,825,791 Ordinary Shares of 0.2p each. No Ordinary Shares are held in treasury. This figure includes 1,060,415
Ordinary Shares that are held by the YouGov Employee Benefit Trust to satisfy awards under the Company’s employee share
schemes. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number
of voting rights in the Company as at close of business on 31 October 2024 is 116,765,376.
YouGov plc Annual Report & Accounts 2024
186
ADDITIONAL INFORMATION
Notice of Annual General Meeting
continued