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F Y 2 0 2 1 A N N UA L R EP O R T
Contents
Strategic
Report
Financial
Review
6 GROUP OVERVIEW
22 CHIEF EXECUTIVE’S Q&A
56 FINANCIAL REVIEW
8 CHAIR’S STATEMENT
24 OPERATIONAL REVIEW
60 RISKS AND UNCERTAINTIES
12
OUR PURPOSE
AND STRATEGY
14
OURBUSINESSMODEL
16 HOW WE EXECUTE
ON OUR STRATEGY
20 KEY PERFORMANCE
INDICATORS(KPIS)
34 OUR FUTURE,
OURRESPONSIBILITY
62 SUMMARY OF
PRINCIPAL RISKS
50 HOW WE ENGAGE WITH
OUR STAKEHOLDERS
65 LONG-TERMVIABILITY
STATEMENT
53 S172 STATEMENT
2 / FUTURE PLC
A N N U A L R E P O R T F Y 2 0 2 1
Corporate
Governance
Financial
Statements
Annual General
Meeting
68 CHAIR’S INTRODUCTION
116 INDEPENDENT
174 NOTICE OF MEETING
70 GOVERNANCE
FRAMEWORK
72 BOARDOFDIRECTORS
78 NOMINATION COMMITTEE
82 AUDIT AND RISK
COMMITTEE
88 DIRECTORS’
REMUNERATION REPORT
92 DIRECTORS’
REMUNERATION POLICY
100 ANNUAL REPORT
ON REMUNERATION
110 DIRECTORS' REPORT
113 DIRECTORS'
RESPONSIBILITY
STATEMENT
AUDITORS’ REPORT
128 CONSOLIDATED
INCOME STATEMENT
128 CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
129 CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
129 COMPANY STATEMENT
OF CHANGES IN EQUITY
130 CONSOLIDATED
BALANCESHEET
131 COMPANYBALANCESHEET
132 CONSOLIDATED CASH
FLOW STATEMENT
133 NOTES TO THE CONSOLIDATED
CASH FLOW STATEMENT
135 ACCOUNTING POLICIES
142 NOTES TO THE FINANCIAL
STATEMENTS
ANNUAL REPORT AND ACCOUNTS FY 2021 / 3
Strategic
Report
6 GROUP OVERVIEW
8
CHAIR’S STATEMENT
12
OUR PURPOSE AND
STRATEGY
14 OUR BUSINESSMODEL
16
HOW WE EXECUTE ON
OUR STRATEGY
20 KEY PERFORMANCE
INDICATORS(KPIS)
22
CHIEF EXECUTIVE’S Q&A
24
OPERATIONAL REVIEW
34
OUR FUTURE, OUR
RESPONSIBILITY
HOW WE ENGAGE
50
WITH OUR
STAKEHOLDERS
53
S172 STATEMENT
4 / FUTURE PLC
ANNUAL REPORT AND ACCOUNTS FY 2021 / 5
Strategic Report C
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Group Overview
Future is a global platform for intent-led specialist
media underpinned by technology, enabled by data;
with diversified revenue streams.
We operate c.250 brands in 11 content verticals
(“wheels”) and have 3 core monetisation frameworks
(described below), within which there are 9 main
product types (“spokes" on the wheel).
Our content reaches 1 in 2 adults online in the UK
and 1 in 3 in the US.*
The successful execution of the strategy is based on
a value-led organisation with a clear purpose: “We
change people’s lives through sharing our knowledge
and expertise with others, making it easy and fun for
them to do what they want”.
For more information, please visit our website:
www.futureplc.com/investor-relations/
Our brands
#
A
B
E
F
K
N
L
O
North America
(USA and Canada)
We reach 1 in 3
£m
% Group
Revenue 210.2 35%
Employees 504 21%
UK & ROW
We reach 1 in 2
£m
% Group
S
Revenue 396.6 65%
Employees 1,935 79%
*Source:comScoreMediaMetrixDemographicProfile,October2021-
Desktop Age 2+andTotalMobile18+
1. Advertising (40% of Group’s revenue) is
the revenue we earn from ads displayed
2
Our wheel of
monetisation
6 / FUTURE PLC
alongside our content on various
platforms (our own websites, social
platforms, videos, email newsletters,
magazines (physical or digital), and events
(physical or digital)).
2. Premium content (22% of Group’s
revenue) is made through the direct
purchase of content or services by
consumers - e.g. the sale of magazines
either directly from the newsstand or
through subscriptions, or the purchase of
an online membership.
3. Affiliate (36% of Group’s revenue) is the
commission we earn when an online user
clicks through to a retailer or service
providers website to make a purchase
(products or services), we offer this across
our content and comparison websites.
In addition, we have a small revenue line in
Platform as a service (2% of Group’s
revenue) is where we monetise our products
via 3rd parties, i.e. we licence our content,
franchise our business model and we have a
distribution service that distributes
magazines for Future and 3rd parties.
Group overview
Our brands
#
Our Brands
We own and operate c.250 brands:
A
B
E
F
L
O
K
N
S
2
I
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Our top 10 brands:
Financial highlights FY 2021:
TechRadar
Tom's Guide
GamesRadar
CinemaBlend
Live Science
PC Gamer
Space.com
MarieClaire.com
iMore
Windows Central
Other
42.4
27.2
25.0
23.3
22.8
21.9
13.9
15.0
9.5
8.8
95.3
TOTAL ONLINE USERS (M) 305.1
Online users are taken from Google Analytics. Unless
otherwise stated, online users are monthly and the monthly
average across the year
Adjusted1 results
Revenue (£m)
Adjusted operating profit (£m)
Adjusted operating profit margin (%)
Adjusted diluted EPS (p)
Adjusted Free Cash Flow2 (£m)
Statutory results
Revenue (£m)
Operating profit (£m)
Operating profit margin (%)
Profit before tax (£m)
Cash generated from operations (£m)
Diluted EPS (p)
FY 2021
FY 2020
606.8
195.8
32%
131.9p
199.3
339.6
93.4
28%
74.7p
96.0
FY 2021
FY 2020
606.8
339.6
115.3
19%
107.8
197.2
58.1p
50.7
15%
52.0
91.9
45.4p
Var
+79%
+110%
+4ppt
+77%
+108%
Var
+79%
+127%
+4ppt
+107%
+115%
+28%
The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the core
operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term
‘adjusted’ is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by
other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.
1 Adjusted results are adjusted to exclude share-based payments (relating to equity settled share awards with vesting periods longer
than 12 months) and associated social security costs, exceptional items, amortisation of intangible assets arising on acquisitions and
any related tax effects as well as the impact of the UK tax rate change. The prior year results are also adjusted for fair value movements
on contingent consideration (and unwinding of associated discount) and on the currency option (including any related tax effects).
2 Adjusted free cash flow is defined as adjusted operating cash inflow less capital expenditure. Adjusted operating cash inflow
represents cash generated from operations adjusted to exclude cash flows relating to exceptional items and movement on accrual for
employer’s taxes on share based payments relating to equity settled share awards with vesting periods longer than 12 months, and to
include lease repayments following adoption of IFRS 16 Leases in the prior year.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 7
Strategic Report Chair’s
Statement
Richard Huntingford
Chair
D ear Shareholders,
I want to start by thanking all of my
colleagues at Future who have worked so
hard, throughout a very challenging year,
to deliver another strong and consistent performance
profit margin of 32% was up 4ppt year-on-year (FY
2020: 28%) with adjusted operating profit up 110% to
£195.8m (FY 2020: £93.4m) and statutory operating
profit up 127% to £115.3m (FY 2020: £50.7m).
The Group remains highly cash generative with
across the business, adding to the Group’s track record
strong adjusted free cash flow of £199.3m (FY 2020:
of success.
£96.0m), representing 102% of adjusted operating
FY 2021 has been another year in which the
profit (FY 2020: 103%). The leverage of 0.8x (FY 2020:
successful execution of our strategy has delivered
0.6x) reflected rapid de-levering of the Group following
strong results despite the impact of the pandemic. It
the acquisition of GoCo, resulting in net debt at the end
has also been an exciting period as we welcomed into
of the year of £176.3m (FY 2020: £62.1m). Leverage on 1
the Group, CinemaBlend, Mozo, GoCo, Marie Claire US
October, following the completion of the Dennis
and, after the year end, a portfolio of brands from
acquisition would have been 1.9x.
Dennis, all of which have added capabilities and
Finally, the proposed dividend for the year is 2.8p per
content to accelerate the execution of our strategy.
share, up 75% year-on-year, reflecting the growth of the
The year in review
FY 2021 was a record year on all metrics: growth,
profitability and cash.
Group and the confidence in the future.
Continued execution of the strategy
As this year’s results testify, the Group has continued to
The Group now reaches 432m people monthly
execute successfully on its strategy of being a global
through our websites, magazines, newsletters or social
platform for intent-led specialist media, with scalable,
media (FY 2020: 394m).
diversified brands and products, underpinned by
The momentum seen in H1 continued with revenue
proprietary technology and enabled by data, delivering
up 79% for the year overall to £606.8m (FY 2020:
diversified revenue streams. High quality engaging and
£339.6m). Revenue was ahead of last year by 23% on
compelling content lies at the heart of everything we
an organic basis, with organic growth of 21% in H1 and
do, delivering valuable audiences that can be
26% in H2.
monetised in multiple ways. Diversification – whether
Quality of earnings has improved as a result of
favourable revenue mix, scalability of the model and
through our breadth of verticals or our different routes
to monetisation - helps the Group to manage business
the platform effect. As a result, adjusted operating
risk, particularly in uncertain times, and to deliver
“Our scalable technology platform and proven
operating model will ensure that this growth delivers
high margin profitability. I am therefore very
confident that the Group will continue its strong track
record of success over the coming years. ”
8 / FUTURE PLC
Chair’s Statement robust performance year in, year out.
Technology is a strong strategic enabler for us with
one common, highly scalable technology platform
behind which there is continued investment. This,
combined with the centres of excellence and our low
cost location approach, drives continued operating
margin progression. The Group is also very agile, which
is a key success factor in the constantly evolving and
disrupted media landscape.
A values-led responsible organisation
The Group has always been driven by its purpose and
its values. These are embedded in everything the
Group does and define the way the organisation
behaves, in both good and challenging times.
Our core purpose is that “we change people’s lives
through sharing our knowledge and expertise with
others, making it easy and fun for them to do what they
including environmental impact). Against these four
want.”
pillars, the Group has set out a clear road-map of
During the year, the Board has spent time focusing
deliverables and related targets. The Board has created
on how the Group can build on its purpose and culture
a Responsibility Committee, chaired by Senior
to become, in time, the leading responsible and
Independent Director Hugo Drayton, to provide Board
sustainable business in our sector. To achieve this, we
oversight of the execution of the Responsibility
recently launched our Responsibility strategy - Our
strategy and to monitor progress. Zillah Byng-Thorne
Future, Our Responsibility. This is articulated around
will talk more about how this strategy was developed
four pillars: Expanding Horizons (redefining learning
on page 23 and you can find out more about the
through our content); Shaping The Future (leading
strategy on pages 34 to 53.
conversations on the future of the internet and
In addition to creating a more sustainable and
publishing); The Culture Behind The Company (building
responsible business, I believe that our Responsibility
a diverse and inclusive culture that creates exceptional
strategy will help enhance Future’s strong corporate
content); and Taking Responsibility (delivering a
culture which is so important in attracting, inspiring
sustainable, transparent and well governed business,
and motivating the best people to work for an
ANNUAL REPORT AND ACCOUNTS FY 2021 / 9
Strategic Report organisation.
Our people are vital to the success of the Group,
playing a huge part in the successful execution of our
strategy which, in turn, drives significant value for our
shareholders. Reflecting the entrepreneurial and
ambitious culture on which Future’s success has been
based, I was therefore very pleased the Group
introduced a new Value Creation Plan during the year
which allows all employees to participate and share in
the value created for shareholders (above a 10% per
and the acquired business. The Group does this by
adding content, like with CinemaBlend (acquired in
October 2020) and Marie Claire US (acquired in May
2021), or by adding capabilities, for example Mozo
(acquired in February 2021) and GoCo (acquired in
February 2021) which both brought comparison
technology for services in their respective geographies
(Australia and the UK). The recent acquisition of Dennis
in October 2021 has brought both additional content as
well as expertise in subscriptions and lead generation.
annum hurdle rate) over a five-year period. I would like
The Group has a strong track record of successfully
to thank shareholders very much for supporting this
integrating acquisitions by deploying a proven
important initiative.
Continued investment
The Group’s strategy is enabled by both organic and
inorganic investment. The Group continues to deploy
capital to create further revenue growth opportunities,
a greater audience or increased monetisation by adding
a platform capability which can be leveraged across all
audiences. In some instances, acquisitions provide both
opportunities. Organically the Group continued to
invest in editorial with over 100 roles created this year,
which supported organic brand launches like The
Money Edit in July 2021, and in technology with a
number of new heads during the year to support new
products such as Aperture, our new data platform, and
Kiosq, the paywall proprietary technology.
In parallel, the Group invests inorganically (through
M&A) to accelerate the strategy, where incremental
value can be created through the combination of Future
10 / FUTURE PLC
Chair’s Statement integration playbook. In addition, the Board carefully
and previously served as CFO from 2015, was
reviews all acquisitions twelve months after
appointed as the new CFO from 1 November 2021. I
integration to assess whether the strategic rationale
would like to thank Rachel for her valuable contribution
and financial objectives for the acquisition have
to the development of the Group during her time with
been met.
us and wish her well for the future.
The most significant acquisition in the year was that
The biographies of the current Directors can be
of GoCo given its transformative nature. I am pleased
found on page 72 to 73 and you can read more about
to report that the combination of GoCo and Future is
the work of the Nomination Committee, which oversaw
already creating multiple routes for revenue synergies,
the appointments, on page 78.
in addition to delivering an increased level of cost
synergies of £15m. Further benefits will flow from the
acquisition of Dennis which has added additional
Looking forwards
The Group’s strategy works and has delivered very
brands to bolster the newly-created Wealth & Savings
significant value for shareholders over the past few
vertical.
Board composition
We continue to ensure that we have a strong Board
years. We see no reason to change this going forward
and will maintain a clear focus on both maximising the
growth potential within our existing brands and
audiences, whilst also looking to leverage our expertise
and one that brings together complementary skills
from new product and vertical opportunities – both
and diversity in terms of experience, background and
organic and inorganic. Our scalable technology
gender. During the year, we were pleased to welcome
platform and proven operating model will ensure that
Mark Brooker and Angela Seymour-Jackson to the
this growth delivers high margin profitability. I am
Board. Our Board brings together expertise across key
therefore very confident that the Group will continue its
industries such as media, eCommerce, financial
strong track record of success over the coming years.
services and retail, as well as extensive corporate
finance, M&A and public company experience. We
exceed the Hampton Alexander gender target with
44% of the Board being female.
Subsequent to the year-end, Rachel Addison stood
down from her position as Chief Financial Officer with
Richard Huntingford
Chair
effect from 31 October 2021. Penny Ladkin-Brand, who
29 November 2021
served as the Chief Strategy Officer from June 2020,
ANNUAL REPORT AND ACCOUNTS FY 2021 / 11
Strategic Report
Our Purpose
and Strategy
Future is a global platform for intent-led specialist
media underpinned by technology, enabled by data;
with diversified revenue streams. We aspire to be a global
leader in helping people achieve their goals, utilising our
expert content and advice which resonates with our
purpose: “We change people’s lives through sharing our
knowledge and expertise with others, making it easy and
fun for them to do what they want.”
Our purpose is central to the way our strategy is deployed
and our organisation behaves, this is the Future Playbook.
Our strategy is clear, simple and unchanged, we focus on
the consistency of its execution.
We help people do the things
that matter in their life, our
content and brands give them
a place they want to spend
their time while meeting their
needs
We successfully deliver expert
We diversify our monetisation
models to create significant
revenue streams. We are
focused on three material
revenue types, Advertising,
Consumer Direct and
eCommerce affiliate
We leverage our data and
analytics to predict our
audiences’ needs, this drives
innovation and execution of
our strategy
Data is an inherent part of our
business and we have a wealth of
content that our audiences want
We aim to create things once
rich first-party data, captured in Aperture
to read about the things that matter to
and monetise them many
- our audience data platform. The
them. Our audiences are largely endemic
and intent-led, so it is crucial for us to be a
times which creates strong
profitable growth, organically or
intelligent platform allows advertisers to
access Future’s rich first-party audience
trusted partner to help them meet their
through acquisitions. The strong
data captured across our vast portfolio of
needs.
profit conversion also translates
brands, helping them reach high-intent
As our global reach expands, we
into a high cash conversion rate.
target audiences.
continue to monetise our highly-engaged
We diversify our revenues by
This understanding enables us to
audiences through websites (digital
adding content verticals (“wheels”)
launch new monetisation routes through
advertising and eCommerce), events,
or source of monetisation
content with the launch of The Money
social media, email newletters and
(“spokes”).
magazines.
Edit brand in our newly created Wealth &
Savings vertical which was enhanced and
scaled with the Dennis acquisition.
12 / FUTURE PLC
We have unique
differentiators and
enablers that enable
us to consistently
execute on the
strategy:
Winning
Differentiators
> Offering the easiest-to-access
"how to" advice wherever our
audiences are
> Having the most relevant
review content in the world
> Demonstrating the value of
original content
> Disrupting publishing through
platforms
> Predicting our customers' needs
Competitive
Essentials
> Creating meaningful strategic
relationships
> Use of machine learning and
automation to drive scale
> Simple but brilliant proprietary
software
We expand our global reach
through organic growth,
acquisitions and strategic
partnerships
To drive sustainable growth,
we ensure that we continue
to invest organically and
We operate as a responsible
business driven by strong
purpose, value and culture. Our
strategy drives returns and
sustainability for the long term
We are a value-led business and
this is ingrained within the
inorganically in our business, in
organisation but the horizon goes beyond
> Using data to meet our
content through editorial
the Future borders and we look to have a
customers' needs
investment, in data through our
audience development and insight
positive impact for our audiences through
our expert content (we have electric and
team and in product via our
hybrid vehicles on TechRadar, green bonds
technology and engineering teams.
on The Money Edit), for our employees with
In February 2021, we completed
the example of the kickstarter scheme
the acquisition of GoCo. The
which gives the opportunity to start a
acquisition added a new content
career in digital media and for our
“wheel” in Wealth & Savings and
communities with for example the donation
the ability to monetise eCommerce
of laptops to schools in the Bath
for services, whilst enriching our
community. Working according to our
> Knowing our customers
> Having world-class Search
Engine Optimisation (SEO)
Enablers
> A disciplined approach to
investment through test
first-party data, creating additional
values, helping our audiences meet their
> Having a culture representative
product "spokes". The Future
needs has always been part of the Group. In
of our values
operating model is also deployed
FY 2021, we formalised our approach to
on the GoCo business leveraging
sustainability by launching Our Future, Our
our SEO (Search Engine
Responsibility. For more information about
> Beingbrilliantatthebasics
> Cash generation
Optimisation) expertise and our
our Responsibility strategy please go to
> Beingleaner,simpler
centres of excellence.
page 34.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 13
Strategic Report Our Business Model
The Future Wheel is central to our business model,
driving diversified revenue streams to ensure we
meet our audience’s needs in whichever way required.
the tech is benefiting the entire organisation.
Our approach to content. Our global-first approach
ensures that our content reaches many. We focus on providing
The Wheel is all about reaching and monetising our
expert content to ensure we meet the needs of our audiences.
audiences, which we group into verticals, from Homes to
We also focus on making our content as monetisable as
Games to Technology and Wealth & Savings. Content is in the
possible by focusing on reusability, such as from magazine to
centre of the Wheel as it is at the heart of how we reach our
online content and content that can be easily translated to
audiences. Alongside content we use data to enable our
other geographic territories. This means we maximise our
decisions on the best way to reach our audience. Using the
editorial teams’ efficiency as well as increasing the evergreen
Wheel as our business model ensures that we monetise our
nature of our content for which revenue compounds over time.
content fully and effectively.
The Wheel is supported by a firm foundation of ways of
working and centres of excellence:
Finally, the organisation is supported by centres of
excellence. They provide a cost advantage by being country
agnostic and focusing on low cost locations they also ensure
Our scalable and proprietary tech stack means that it is
scalability of our operations as we don’t need to grow our fixed
easy for us to grow verticals and brands thus adding new
costs at the same cadence as our revenue and most
revenue streams. Our technology is common for the Group
importantly, they create teams of experts to increase group
which drives scalability and ensures that any improvement to
learning and provide career progression.
14 / FUTURE PLC
How we execute our strategy Our business model is underpinned by a set of principles that ensure we all work
towards the same goal: flawless execution of the strategy. These principles are also a
reflection of our values that guide everything we do:
Principles
Future is our first team and
content is our first thought
We are aligned on our
strategy and purpose,
we call that the "Future
Playbook"
We have a common
goal, we call that "What's
important right now"
We think about the long
term as well as the short,
we call this "horizon
planning"
We operate a matrix,
which means sometimes
we go slower to go faster,
we use RACIs to help
We stay close to our core
competencies i.e. we have
a reason to believe in our
ambition
We are a lean and simple
operation, it takes time to
make things simple
We are risk averse and
ambitious, we think
in terms of leaps not
increments
We are also brilliant at
the basics, and believe in
marginal gains
We take calculated risks
in some areas, and we
protect those risks through
adopting a "maximum
acceptable loss" approach
We have conversations,
making time to hear
feedback and act on
insight
The execution of the strategy and our robust business
model ensures that we maximise value for stakeholders:
01
02
03
04
05
Audience
Our audiences value our expert content
We reach 1 in 3 in the US and 1 in 2 in the UK
Customers
Employees
Our value proposition satisfies our customers thanks
to our rich first-party data, our scale and our expertise
Digital advertising grew organically by 27%
"It's the people in the boat that matter" and "suc-
cess feels good" are part of our values
In FY 2021, we launched the Value Creation Plan to
reward employees in the long term
Shareholders
Successful execution of the strategy drives strong
earnings performance
5-year CAGR adjusted EPS growth +72%
Communities
We are part of the communities and we are keen to
make the difference
Launch Our Future, Our Responsibility
ANNUAL REPORT AND ACCOUNTS FY 2021 / 15
Strategic Report How we Execute on our Strategy
We believe that strategy is easy and execution is what makes the difference. This is why
we focus on flawless execution. This is supported by our matrix operating model and,
combined with the agility of our organisation, we believe are key drivers of success.
Three Horizons planning
We use McKinsey’s Three Horizons of Growth planning approach across the organisation to ensure that the strategy is
translated into steps to ensure we are successful today and tomorrow. This approach enables the organisation to engage on the
strategy and ensures that we deliver performance today but also invest for the long term growth as well as ensuring that we are
thoughtful about our prioritisation.
Horizon 1
Next 12 months
Horizon 2
12-36 months
Horizon 3
36 months+
Also known as What's Important Right
Now? Is the key areas of focus we have set
out annually and what we want to do in
order to achieve our strategic ambitions
Focuses on developing today the
revenue of tomorrow, such as
lead-generation
Focuses on the most
disruptive revenue streams
By breaking down the strategy into intentional steps, creates an agile organisation that can manage risks and adapt quickly to
the constantly changing media landscape and is able to prioritise accordingly.
Three execution pillars
Our execution is focused on three pillars: Organic growth, Platform effect and Acquisitions. Our legacy media brands are the
fuel that drives our engine, realising the platform effect from historic acquisitions, and identifying new targets to add value to
accelerate our growth. We create our own momentum.
1. Organic growth
Our evergreen content means that we write it once and we
monetise it many times, creating strong operating leverage.
organic growth for audience which translated into an average organic
Media revenue growth of 31%. Some brands which have been in the
For example the “how to play the guitar” article on Guitar World is an
market for decades continue to grow audiences steadily; which gives
article that will largely be unchanged and still be relevant for many
us great confidence for the future. For example, GamesRadar which
years and continue to earn revenue. Another aspect is our ability to
was launched in 1999 has grown online users from 6m in 2017 to 25m
increase the penetration of products and one same article can be
in 2021, a CAGR growth of 40%.
monetised through magazine sales to digital advertising to
eCommerce affiliate commissions. For example, an article on best
We continue to invest in our proprietary technology, which is a
key enabler of the execution of the strategy. We have a one platform
mattresses on Ideal Home would be monetised through digital
approach which drives scalability and high return on continued
advertising on the website and eCommerce affiliates commission if
investment but also ensures that our organisation remains agile and
the reader’s intent is converted into a purchase with one of the
proactive against industry changes. As a result, when we enhance our
proposed retailers.
technology this is leveraged across the Group.
We prolong the life of magazines via pricing and distribution.
Magazines is a valuable segment which brings expert content and can
During the year we launched Kiosq, new proprietary reusable
paywall service for monetising gated editorial content. Kiosq is in use
be expanded into premium editions and bookazines. In addition,
on our Horse & Hound and Cycling News websites. We also launched
magazines are very strong cash-generators that can be re-invested for
Eagle, our voucher proprietary technology which is live on Real
growth.
Homes and will be deployed further in FY 2022.
We grow newsstand revenues via bookazines. Bookazines are
luxury editions of magazines with greater content and less frequent
We continue to invest in editorial content to continuously enrich
our wealth of expert content, including evergreen content. During the
editions. The benefit of bookazines is that it encompasses a wealth of
year, we hired over 100 new editorial heads. Editorial remains the
evergreen content and is sold at a premium.
greatest cost of the Group.
The model works, since 2017, we recorded an average of 23%
16 / FUTURE PLC
How we execute our strategy ASSETS
Freelance
Content
Commissioning
Portal
Source
Content Reuse
Asset Storage
System
WEBSITES
MONETISATION
Staff
Web Platform
Vanilla
Vanilla
41 SITES NOW
ON VANILLA
Tech Services
Ecom Tech:
Hawk
Ad Tech:
Hybrid
Comparison Tech:
GoDemand
New
Asset
New
Asset
New
Asset
DataTech:
Aperture
Voucher Tech:
Eagle
Email Tech:
SmartBrief
Lead Gen Tech:
Falcon
Paywall Tech:
Kiosq
New
Asset
Vanilla is our single modular web
platform, it has a single content
management system
Hawk is our eCommerce service
that enables the monetisation of our
contentthroughproductaffiliates
Hybrid is our advertising system
and is a server side open auction
marketplace dealing with yield
management
GoDemand is our eCommerce
service that enables the
monetisation of our content through
serviceaffiliates
SmartBrief is our email curation and
delivery platform for email products.
Offering hyper audience cohort
targeting and advertising capabilities
Aperture is our customer audience
data platform
Eagle is our proprietary voucher
technology
Falcon is our lead gen tech for
content, funnelling leads through
surveys and whitepapers
Kiosq is our new proprietary reusable
paywall service for monetising gated
editorial content
Evergreen content
Content generated in prior years continue to
generate revenue years after being published
unknown year
2021
2020
2019
2018
2017
2016
2015
<2015
Sep-19
Sep-19
Sep-20
Sep-20
Month
Sep-21
Sep-21
unknown year
< 2015
2021
2020
2015
ANNUAL REPORT AND ACCOUNTS FY 2021 / 17
2019
2018
2017
2016
Strategic Report
2. Platform effect - the way we do things
We constantly look for innovative ways to increase our
We constantly look for innovative ways to increase our
audience reach and monetise it further, either through the
audience reach and monetise it further, either through the
Multiple monetisation routes - a core part of our strategy is the
Multiple monetisation routes -
a core part of our strategy is the
diversification of our routes to monetisation. We ensure that the
diversification of our routes to monetisation. We ensure that the
content verticals or through the expansion or enhancement of the
content verticals or through the expansion or enhancement of the
same content is monetised multiple times through the Future Wheel.
same content is monetised multiple times through the Future Wheel.
Future Wheel. The platform effect is broken down into four key
Future Wheel. The platform effect is broken down into four key
For example, in our photography verticals, we hold the Photography
For example, in our photography verticals, we hold the Photography
elements:
elements:
Vertical leadership - Our approach to content is a key success
Vertical leadership -
Our approach to content is a key success
factor. We ensure that we write the content that our audiences want
factor. We ensure that we write the content that our audiences want
Show, we publish magazines such as Digital Camera, Digital
Show, we publish magazines such as Digital Camera, Digital
Photographer, PhotoPlus, we own and operate the website Digital
Photographer, PhotoPlus, we own and operate the website Digital
Camera World that is monetised through digital advertising and
Camera World that is monetised through digital advertising and
eCommerce.
eCommerce.
to read, what is useful for them, not what we want to write. We
to read, what is useful for them, not what we want to write. We
For monetisation (‘spokes’), we have added eCommerce for
For monetisation (‘spokes’), we have added eCommerce for
ensure that the content is also refreshed on a regular basis to ensure
ensure that the content is also refreshed on a regular basis to ensure
services with the GoCo and Mozo acquisitions and we are looking to
services with the GoCo and Mozo acquisitions and we are looking to
relevance and demonstrate expertise and is able to rank highly on
relevance and demonstrate expertise and is able to rank highly on
deploy this capability on our websites. This has been deployed for
deploy this capability on our websites. This has been deployed for
Search Engine Optimisation (SEO). With our evergreen content we
Search Engine Optimisation (SEO). With our evergreen content we
energy on Real Homes for example. We have developed Eagle, our
energy on Real Homes for example. We have developed Eagle, our
ensure that we write it once and monetise it many times and this
ensure that we write it once and monetise it many times and this
proprietary voucher technology, leveraging the capability from the
proprietary voucher technology, leveraging the capability from the
approach contributes to our podium approach, where we want to be
approach contributes to our podium approach, where we want to be
GoCo acquiistion. We have developed a lead generation technology
GoCo acquiistion. We have developed a lead generation technology
our own competition and maximise our audience reach. We have 30
our own competition and maximise our audience reach. We have 30
- Falcon - which is in its infancy and through the Dennis acquisition
- Falcon - which is in its infancy and through the Dennis acquisition
leadership positions.
leadership positions.
we are adding a proven operating model to lead generation through
we are adding a proven operating model to lead generation through
For verticals (‘wheels’), we either look to reach leadership and
For verticals (‘wheels’), we either look to reach leadership and
the ITPro brand.
the ITPro brand.
podium positions or we look to enter new ones. With the TI
podium positions or we look to enter new ones. With the TI
acquisition in April 2020, we have bolstered our Women’s Lifestyle
acquisition in April 2020, we have bolstered our Women’s Lifestyle
vertical notably with Marie Claire UK and Woman & Home titles, and
vertical notably with Marie Claire UK and Woman & Home titles, and
Global first mindset - In terms of content, we focus on English-
Global first mindset - I
n terms of content, we focus on English-
speaking countries to create greater operating leverage.
speaking countries to create greater operating leverage.
this was further enhanced in May 2021 with the acquisition of Marie
this was further enhanced in May 2021 with the acquisition of Marie
Operationally, our teams are global and operate from low cost
Operationally, our teams are global and operate from low cost
Claire US. These acquisitions combined with the Future operating
Claire US. These acquisitions combined with the Future operating
regions. For example, all the editorial at Louder, one of our music
regions. For example, all the editorial at Louder, one of our music
model and centres of excellence are already bearing fruit with digital
model and centres of excellence are already bearing fruit with digital
titles is based in the UK despite c70% of the revenue being
titles is based in the UK despite c70% of the revenue being
advertising and eCommerce revenues up 38% on a proforma basis
advertising and eCommerce revenues up 38% on a proforma basis
generated in the US.
generated in the US.
for the year for TI Media and accelerating to 60% in the second half.
for the year for TI Media and accelerating to 60% in the second half.
Attractive verticals to us, are verticals that demonstrate audiences
Attractive verticals to us, are verticals that demonstrate audiences
with intent (likely to make a purchase of a product or a service) and
with intent (likely to make a purchase of a product or a service) and
Centres of excellence have the same philosophy as the other
Centres of excellence
have the same philosophy as the other
pillars we have mentioned: “do it once, apply it across”. They enable
pillars we have mentioned: “do it once, apply it across”. They enable
that ask a lot of questions that our expert content can answer. In line
that ask a lot of questions that our expert content can answer. In line
us to have one common approach but also gives us the capability to
us to have one common approach but also gives us the capability to
with this, earlier in the year, we entered the Wealth & Savings
with this, earlier in the year, we entered the Wealth & Savings
invest in these areas that benefit the whole of the Group. For
invest in these areas that benefit the whole of the Group. For
vertical with the organic launch of The Money Edit in July 2021 and
vertical with the organic launch of The Money Edit in July 2021 and
example we have an SEO centre of excellence which shares its
example we have an SEO centre of excellence which shares its
powered by the acquisition of Mozo and GoCo in February 2021 and
powered by the acquisition of Mozo and GoCo in February 2021 and
expertise across the Group. In addition, we have a low cost location
expertise across the Group. In addition, we have a low cost location
Dennis in October 2021.
Dennis in October 2021.
approach to these centres of excellence which enhance the
approach to these centres of excellence which enhance the
operating leverage. We have recently announced a new US hub in
operating leverage. We have recently announced a new US hub in
Atlanta to ensure we can attract and retain talent through proximity
Atlanta to ensure we can attract and retain talent through proximity
to universities whilst being located in an affordable location.
to universities whilst being located in an affordable location.
18 / FUTURE PLC
How we execute our strategy 3. Acquisitions
Whilst organic growth is our priority, we look to accelerate
acquired SmartBrief which enhanced our wheel by adding email
the strategy through M&A. At its core, this pillar aims to
marketing as a route of monetisation and increased our B2B
increase our market leadership, or enter new markets.
portfolio.
There are three types of acquisitions: tactical, strategic or
transformative and they each fall into two categories: content and/
or capabilities.
A transformational acquisition is an acquisition that further
propels the Group strategy in terms of size but also adds content
and/or capabilities in adjacencies. For example, in February 2021 we
A content acquisition is an acquisition where we look to either
bolster an existing content vertical or enter a new one. For example,
acquired GoCo Group plc which added eCommerce affiliate
technology for services but also entered a new vertical with Wealth
in May 2021, we acquired the right to operate the Marie Claire US
& Savings.
brand. This acquisition was to reinforce our Women’s Lifestyle
We are very disciplined regarding acquisitions, both on valuation
vertical whilst also accelerating the globalisation of the vertical,
but also on the unique value creation opportunities. This is why our
notably in North America.
ratio of reviewed vs executed transactions is 28 to 1 in FY 2021.
A capability acquisition is an acquisition that adds a technology
The full integration of acquisitions is an important part of our
or a route of monetisation. For example, in November 2019, we
M&A playbook which has proven its efficacy over our multiple
acquired Barcroft Studios which brought us video production and
transactions. We focus the first four to six months of an acquisition
AVOD (Advertising-Based Video on Demand) expertise.
on fully integrating all the systems and technologies and people.
A tactical acquisition is a small acquisition, funded out of cash
and is usually a content-based acquisition to deliver on our podium
This “industrial” phase of the integration enables us not only to
remove duplicative costs and technical debt but also to deploy the
strategy. For example, In October 2020, we bought CinemaBlend to
Future platform on the acquired business. This phase is also
bolster our TV and entertainment vertical as well as focusing on our
important to reduce the risk and increase the controls within the
geographic diversification in North America.
Group (for more on this, please the risk section on page 60).
A strategic acquisition is an acquisition that either adds
The strategy is executed in line with our values which are fully
capability and or enters a new vertical. For example, In July 2019, we
embedded within the organisation.
TACTICAL
STRATEGIC
TRANSFORMATIONAL
AREAS OF INTEREST
CONTENT
Existing
New/Existing
New
CAPABILITY
Existing
New/Existing
New
Audience
characteristics for
areas of interest for
future M&A
• Ask a lot of questions
• Likely to make a
purchase
S
FUNDING
Free cash flow
Debt
Debt & Equity
RECENT
TRANSACTIONS
ANNUAL REPORT AND ACCOUNTS FY 2021 / 19
Strategic Report Key Performance Indicators (KPIs)
Our strategy is measured by a set of KPIs
Global audience (million)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
Includes magazines and bookazines circulation, online users (see
definition below), event attendees, social media followers (Twitter,
Facebook and YouTube) and newsletter subscribers.
Online users1 (million)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
432
394
269
193
86
305
282
181
118
49
Total global monthly online users to Future websites. Source: Google Analytics
All figures are excluding forums as they are non-commercial websites for
which Future does not write content or actively manage or monetise.
Revenue (£m)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
Organic Revenue Growth (%)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
606.8
339.6
221.5
130.1
84.4
+23%
+6%
+11%
+11%
+8%
Organic growth defined as the like for like portfolio excluding acquisitions and
disposals made during FY 2020 and FY 2021 and including the impact of closures
and new launches at constant FX rates. Constant FX rates is defined as the
average rate for FY 2021.
Global audience was up 10%
year-on-year driven by online
users, email newsletter subscribers
and social media followers.
Reported users growth of
8% benefited from the
acquisition of CinemaBlend,
GoCo, Marie Claire US.
On a CAGR basis, online users
have grown by 58% since FY 2017.
Revenue grew 79% in FY 2021, a
combination of organic growth
of 23% and the benefits of acquisition.
On a CAGR basis, revenue has
grown by 64% since FY 2017.
Organic revenue growth of 23% in
FY 2021 was mainly driven by Media
organic revenue growth of 27% (mainly
digital advertising and eCommerce
affiliates) as well as Magazines organic
revenue growth of 4%.
Average organic growth between FY
2017 and FY 2021 was 12%.
Operating profit (£m)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
20 / FUTURE PLC
Operating profit of £115.3m was
up 127% in the year.
On a CAGR basis, operating profit has
grown by 246%, outpacing revenue
growth since FY 2017.
115.3
50.7
26.7
5.3
0.8
How we execute our strategy Adjusted operating profit (AOP) (£m)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
195.8
93.4
52.2
18.5
8.9
Adjusted operating profit growth
of 110%, outpaced revenue growth
due to favourable mix and operating
leverage.
Adjusted results are adjusted to exclude share-based payments (relating to equity
settled share awards with vesting periods longer than 12 months) and associated
social security costs, exceptional items, amortisation of intangible assets arising on
acquisitions and any related tax effects as well as the impact of the UK tax rate
change. The prior year results are also adjusted for fair value movements on
contingent consideration (and unwinding of associated discount) and on the
currency option (including any related tax effects).
On a CAGR basis, adjusted operating
profit has grown by 117%, outpacing
revenue growth since FY 2017.
Adjusted operating profit (AOP) margin (%)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
32%
28%
24%
14%
11%
Improved quality of earnings,
resulting from favourable revenue
mix, scalability of the model and
platform effect, drove adjusted
operating profit margin of 32%, up 4ppt.
Adjusted operating profit margin is defined as adjusted operating profit as a
percentage of revenue.
Adjusted diluted Earnings Per Share (EPS) (p)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
131.9
74.7
47.5
24.3
18.4
Adjusted diluted EPS represents adjusted profit after tax divided by the weighted
average dilutive number of shares at the year end date.
Adjusted Free Cash Flow (FCF) (£m)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
199.3
96.0
53.7
17.4
15.3
Adjusted free cash flow is defined as adjusted operating cash inflow less capital
expenditure. Adjusted operating cash inflow represents cash generated from
operations adjusted to exclude cash flows relating to exceptional items and movement
on accrual for employer’s taxes on share based payments relating to equity settled
share awards with vesting periods longer than 12 months, and to include lease
repayments following adoption of IFRS 16 Leases in the prior year.
Leverage (x)
FY 2021
FY 2020
FY 2019
FY 2018
FY 2017
0.8
0.6
0.7
0.9
0.9
Leverage is defined as Net Debt (excluding capitalised bank arrangement fees and
including any non-cash ancillaries), as a proportion of adjusted EBITDA adjusted for
the impact of IFRS 16 and including the 12 month trailing impact of acquired
businesses (in line with the Group’s bank covenants definition).
Adjusted diluted EPS grew by
77% in the year driven by
adjusted operating profit growth.
On a CAGR basis, adjusted diluted
EPS has grown by 64% since FY 2017.
Strong cash generation is a feature
of the Group, Adjusted FCF grew by
108% year-on-year and represented 102%
of AOP (FY 2020: 103%).
On a CAGR basis, adjusted FCF has grown
by 90% since FY 2017.
Our strong cash generation enables
rapid de-leveraging. Leverage at
September 2021 was 0.8 with net debt of
£176.3m. Including the Dennis acquisition,
which completed on 1 October 2021,
leverage would have been 1.9x (ignoring
other cash movements on 1 October 2021).
ANNUAL REPORT AND ACCOUNTS FY 2021 / 21
Strategic Report Chief
Executive’s
Q&A
ZillahByng-Thorne
Chief Executive
FY 2021 was an extraordinary year, yet the
the bench strength. For example, with the GoCo
Group delivered another very strong set
acquisition, Lee Griffin, one of the founders of
of results, how would you describe the year?
GoCompare, now looks after our Wealth & Savings
I am delighted with the performance we delivered in FY
vertical.
2021 - it’s evidence that the strategy of diversification
We are very pleased with the progress on each of our
with our business model is continuing to deliver growth
acquisitions. We look at integration in two stages: first,
in ever changing markets. I believe our focus as a team
the industrial phase, which is about merging the back
on execution and content is what underpins it. I am very
office functions and ensuring that not only are all the
proud of all of our colleagues, and that we have
controls in place, but also that we are all on one system.
managed to deliver record results despite the pandemic
This phase is now complete for all acquisitions except
and numerous lockdowns, enabling us to continue
Dennis, given the recent completion. This phase typically
adding to our strong track record.
takes between four to six months. Secondly, we focus in
parallel on the revenue synergies realisation, which is
Media is a constantly evolving industry: how do
about delivering against the strategic rationale. All of this
you thrive in this environment? What drives the
is underpinned by our robust and efficient technology
success of the Group?
which allows for these acquisitions to be quickly
That is the nature of our industry, it is fast-moving and
incorporated onto our integrated media platform.
disruptive. Our organisation is set up to be agile and able
I would like to thank all the colleagues we have
to proactively manage these shifts.
acquired throughout the year. Change is always hard, and
I think one of our key success factors is how we are set
the lead up to and afterwards bring a lot of uncertainty
up: our matrix organisation enables us to flow through
and change to our new colleagues - most of whom have
improvements across the organisation effectively. For
had no say in the decision to be sold. While the process
example, every improvement we make to our Vanilla
of integration is inevitable, we could not have the success
template benefits all of our websites on the web
we enjoy if it was not for the ongoing support and
platform. The mantra “do it once, monetise it many
times” doesn’t just apply to content!
resilience of these teams.
What do you think makes Future a great place to
In FY 2021, Future made four acquisitions - five if
work?
you include Dennis that has completed post
I think there are a few reasons why Future is a great place
year-end - can you give an update on the
to work.
integrations? Do you have the bandwidth to
Our values are core to how we do things at Future and
focus on organic growth as well as these
importantly, they translate into real outcomes. For
integrations?
example, “Results matter, success feels good” means
The more you do something, the more you perfect it. We
that as a result of the strong performance in FY 2021, the
have a strong track record of successfully integrating the
all employee profit pool is paying out in full and we also
businesses we acquire, and after each one we perform a
recognise outstanding performance with our Star of the
“lessons learned” process to ensure that we continue to
Month programme.
get better at it.
We invest in people in two ways. Firstly, we continue
When we acquire businesses, we also acquire talent,
to add to our talent pool, adding c.130 new heads over FY
and therefore as we have grown, we have also added to
2021 excluding acquisitions in Technology and Editorial.
22 / FUTURE PLC
Chief Executive’s Review Secondly, we invest a lot in training and development,
to give people all the tools they need to thrive. In the
UK we are leveraging the apprentice levy to offer
management training throughout the organisation.
because it is the right thing to do, but also because it
is at the heart of our purpose - helping people,
through sharing our knowledge. This has been about
formalising a lot of the initiatives that were already in
Communication is also paramount, and we believe
place and that we have been working on.
that by being open and transparent and
communicating on a regular basis we foster a sense of
belonging, which is crucial in ensuring people are
motivated. Since the start of the pandemic, I have been
writing a weekly email to all staff sharing my thoughts
and showcasing achievements across the Group. We
also have a weekly snapshot that is curated by our
colleagues which showcases everything that has
happened in the our business that week.
We also believe that people being able to switch off
is just as important, as it gives them the opportunity to
step back and reflect. This is why we offer unlimited
leave. Finally, our local communities and the wellbeing
of our staff is a key area of attention. You can find more
about how important our inclusive culture is to us in
our Responsibility section on page 34.
The Group has published its Responsibility
strategy, can you explain why you are doing
this now? Is the organisation engaged on it?
We launched Our Future, Our Responsibility not only
“The more you do something,
the more you perfect it. We
have a strong track record of
successfully integrating the
businesses we acquire, and after
each one we perform a “lessons
learned” process to ensure that
we continue to get better at it.”
What has been front of mind whilst developing it
is that we are focused on our areas of expertise and
where we can make a difference. Therefore we are
putting the emphasis on areas that resonate with our
industry and where we can have the biggest impact.
For example, we are not a carbon intensive business
and therefore, whilst we minimise our impact on the
environment as much as possible, it did not sound
genuine to make this an area of focus. However,
given we produce online content, we have a role to
play in ensuring the internet is a safe place and
reducing the impact of misinformation, for example.
What is the outlook for FY 2022?
We expect the diversified strategy to continue to
deliver and are well-positioned to continue to grow
strongly. As we transition from the COVID-19
boosted comparators, we expect the growth to
accelerate in H2 FY 2022 and the platform effect to
drive further margin expansion in FY 2022.
Future is an ambitious organisation: what is
next?
Indeed - one of our values is that whilst we are proud
of our past, we are more excited about our future.
Today we reach 1 in 3 people online in the US, so
we want to expand our presence and reach 1 in 2. We
have so far been very focused on the US, but there
are untapped opportunities in Canada as well, so this
year we set up a sales office there to enable us to
deliver further growth in this region.
We will continue to focus on flawlessly executing
our strategy, and further diversifying our revenue
streams, both in terms of products and content, and I
am confident that we can continue to build on our
strong track record of delivering for all stakeholders.
I am very excited about our Future!
ANNUAL REPORT AND ACCOUNTS FY 2021 / 23
Strategic Report Operational review
GEOGRAPHIC SEGMENTAL REVIEW
Our global-first approach translates into our ability to be country or region agnostic,
which gives us flexibility and ability to manage costs efficiently.
We operate two geographic segments: US and UK.
US
The US encompasses both the USA and Canada.
UK
The UK monetises all our online content outside the
Our reach is significant as we reach 1 in 3 adults online
US and Canada and also includes our satellite operations in
every month and we have ambitions to pursue our strong
Australia.
growth in the region. In FY 2021, online users grew from
Our UK operations consist of editorial, video production,
136m to 158m, driven by the acquisitions of CinemaBlend
advertising sales and events across websites, video,
and Marie Claire US.
newsletters, the production of the large majority of print
Our US operations consist of editorial, video production,
magazines and licencing operations which distribute online
marketing, advertising sales and events across websites,
and print magazines. In addition, the UK hosts our centres of
video, newsletters and magazines.
excellence for back office functions such as finance, human
US represents 35% of the Group’s total revenue and 96% of
resources and technology. The technology team is split
its revenue is in Media.
between Bath (UK) and Grenoble (France).
UK represents 65% of the Group’s total revenue and 56% of
its revenue is in Media.
FY
2021
FY
2020
Reported
growth
Organic
growth
FY
2021
FY
2020
Reported
growth
Organic
growth
Online users (m)
158
136
+16%
(5%)
Online users (m)
147
146
+1%
(12%)
Revenue (£m)
210.2
167.7
+25%
+27%
Revenue (£m)
396.6
171.9
+131%
+17%
- Media (£m)
202.4
157.5
+29%
+30%
- Media (£m)
220.4
79.8
+176%
+20%
- Magazines (£m)
7.8
10.2
(24)%
(24%)
- Magazines (£m)
176.2
Adjusted operating profit (£m)
62.2
34.3
+81%
N/A
Adjusted operating profit (£m)
133.6
92.1
59.1
+91%
+11%
+126%
N/A
London
Paddington
Reading
Newport
HQ BATH
Grenoble
Atlanta
New York
Washington DC
OUR OFFICE
LOCATIONS
24 / FUTURE PLC
Sydney
Lens one - globally ANNUAL REPORT AND ACCOUNTS FY 2021 / 25
Strategic Report DIVISIONAL REVIEW
Media
Media is the largest division with
representing 68% of the total advertising
eMarketer, global eCommerce sales are
70% of the Group’s total revenue
market (eMarketer March 2021) compared
projected to reach 24.5% share vs 19.6%
with the fastest growth - 27% organic
to c60% today. Within this it is expected
currently, growing at 10% CAGR.
growth in FY 2021. The Media division
that the fastest growth will be coming
In the medium term, we would expect
encompasses all revenue which is not
from video format, which is of higher
recovery in the physical events segment -
magazines and includes sub-segments
yields (up to 5x higher) than other types of
which is a small portion of the overall
like digital advertising (revenue from
advertising on our websites or on social
advertising.
Secondly, online purchase continues to
Group revenue. Long term, we expect this
division to grow around 10% per annum
platform and email marketing),
gain share, with an accelerated conversion
organically.
eCommerce affiliates for both products
during the pandemic. According to
and services and events.
Media revenues are now generated
from 110 websites and 78 events held this
year in the UK, US and Australia.
Long term growth drivers
The media division growth is powered by
Online users
Social media followers
strong, attractive long term growth
Events attendees (virtual and physical)
fundamentals.
First, digital advertising is expected to
continue to take share in the advertising
market to reach $646bn by 2024,
Email newsletter subscribers
eCommerce transactions
26 / FUTURE PLC
FY2021
305m
123m
93k
11m
15.9m
FY2020
282m
99m
100k
9m
13.6m
Lens two - divisionally Magazines
Magazines represent 30% of the
Group’s total revenue.
Revenue drivers
Magazines are experiencing secular decline,
The Magazine division encompasses all
which has been accelerated by the pandemic
revenue associated with digital or printed
but as we face easier comparators the next 6
magazines or bookazines from advertising,
months will continue to display abnormal
to subscriptions, to newstrade.
trends. Over time, we continue to expect
We published 131 magazines and 735
bookazines in FY 2021.
magazines to decline in the region of 10-15%
as previously experienced.
96% of magazine revenues are generated
However, subscriptions are more resilient
from the UK.
and with the newly acquired capabilities and
brands from Dennis we see an opportunity
to drive this further.
Total circulation
Subscribers
Magazines published
Bookazines published
FY2021
3.4m
1.8m
131
735
FY2020
3.8m
1.5m
115
410
ANNUAL REPORT AND ACCOUNTS FY 2021 / 27
Strategic Report Vertical review
By creating content that meets the needs of our audiences and helping them do
the things they love, we create strong specialist communities. At Future, we
believe that loyal communities are a differentiator in media; where we create
content that meets a need and as a result has a value for our partners.
B 2 B
B 2 B
B 2 B
T H
T H
T H
L
L
L
V I N G S
V I N G S
V I N G S
A
A
A
A
A
A
W E
W E
W E
& S
& S
& S
M E N’S
M E N’S
M E N’S
LIFESTY L E
LIFESTY L E
LIFESTY L E
O
O
O
W
W
W
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&
&
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E
L
L
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Y
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T
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N
N
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L
L
L
Y
Y
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R
R
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Y
Y
Y
T
T
T
T
T
T
N
N
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S
S
S
U
U
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E
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O
O
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F
F
F
I
I
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C
C
C
L
L
L
N
N
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G
G
G
I
I
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S
S
S
G
G
G
E
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D
D
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D
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E
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,
,
,
Y
Y
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L
L
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H
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W
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P
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A
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N
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& K
& K
& K
G
G
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T
T
T
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H
H
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P
P
P
SPORTS
SPORTS
SPORTS
28 / FUTURE PLC
TEC
TEC
TEC
H
H
H
N
N
N
O
O
O
L
L
L
O
O
O
G
G
G
Y
Y
Y
G
G
G
A
A
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M
M
M
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N
N
N
G
G
G
H
H
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O
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M
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S
S
M
M
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U
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SIC
SIC
SIC
Vertical Review
ANNUAL REPORT AND ACCOUNTS FY 2021 / 29
Strategic Report Tech, Games & Entertainment
CASE STUDY: GAMES RADAR
REVENUE DIVERSFICATION
Brands include:
Future’s Games vertical continued its impressive growth story to
Future’s Games vertical continued its impressive growth story to
deliver double digit organic gains in FY 2021. Flagship digital
deliver double digit organic gains in FY 2021. Flagship digital
brands GamesRadar.com and PCGamer.com drove the vertical’s global
brands GamesRadar.com and PCGamer.com drove the vertical’s global
users and sessions by +16% YoY, with strong consumer appetite around
users and sessions by +16% YoY, with strong consumer appetite around
both the new generation of gaming consoles and PC gaming.
both the new generation of gaming consoles and PC gaming.
In FY 2021, the vertical further diversified its revenue - a core element
In FY 2021, the vertical further diversified its revenue - a core element
of our strategy - by developing video revenues through both short-form
of our strategy - by developing video revenues through both short-form
and long-form digital broadcast content.
and long-form digital broadcast content.
The Future Games Show was conceived and launched in lockdown. A
The Future Games Show was conceived and launched in lockdown. A
90-minute video show distributed on YouTube, Facebook and our
90-minute video show distributed on YouTube, Facebook and our
network of Games and Tech sites every quarter, giving audiences the
network of Games and Tech sites every quarter, giving audiences the
KPIs:
chance to see some of the biggest new games in action. The event was a
chance to see some of the biggest new games in action. The event was a
huge success over 70m viewers in FY 2021.
huge success over 70m viewers in FY 2021.
Working closely with Future Studios, the bespoke multi-episode series
Working closely with Future Studios, the bespoke multi-episode series
Totally Game was developed with social distribution in mind, and as well
Totally Game was developed with social distribution in mind, and as well
as featuring across our owned and operated websites. Totally Game
as featuring across our owned and operated websites. Totally Game
found a passionate audience on both Snapchat and Facebook, reaching
found a passionate audience on both Snapchat and Facebook, reaching
20m global viewers, and securing a commercial partnership with Acer.
20m global viewers, and securing a commercial partnership with Acer.
Proving that Future’s retro gaming brands are also still relevant and
Proving that Future’s retro gaming brands are also still relevant and
valuable, in September 2021 we partnered with Channel 4 to resurrect
valuable, in September 2021 we partnered with Channel 4 to resurrect
the classic GamesMaster TV show - first broadcast in the early ‘90s. The
the classic GamesMaster TV show - first broadcast in the early ‘90s. The
new-look show, featuring Sir Trevor McDonald as the titular game sage,
new-look show, featuring Sir Trevor McDonald as the titular game sage,
debuted in late November on E4’s YouTube channel, before being
debuted in late November on E4’s YouTube channel, before being
broadcast on the E4 channel itself.
broadcast on the E4 channel itself.
30 / FUTURE PLC
Online
users:
213m
Social Media
Followers:
62m
Market-leading
positions:
17
* From 1 October 2021, with the completion of the Dennis acquisition, the
following brands are included in this content vertical: Computer Active,
Minecraft World
Vertical Review Women’s Lifestyle,
Homes and Gardens
CASE STUDY: MARIE CLAIRE
ANDSUSTAINABILITY
Brands include:
With over 30 years of championing sustainability through the
lens of people, planet and regeneration, Marie Claire is in the
vanguard of women’s brands championing environmental issues
ranging from global warming to ethical fashion. Marie Claire has been
recognised externally for its commitment by winning the Ocean
Champion badge, the first UK brand to win this award for bringing
Marie Claire Commitment
sustainability to the forefront of the conversation in the fashion and
beauty industry. During the year, Marie Claire has made further
progress on this agenda.
1. For example, the Sustainability Awards, its first carbon neutral
KPIs:
meet the 2030 Global goals.
event. As part of the awards, the team produced their first fully
sustainable fashion and beauty shoot, encouraging audiences to
buy more consciously by reducing, reusing, and recycling to help
Our new digital channel hosts our editorial
content commitment to Sustainability to
date, and build a far-reaching community of
followers. From our editorial strategy to
2 . The brand also launched the Vintage Edit, a new resale platform
deliver content with depth and meaning,
for pre-loved fashion. This initiative is fully aligned to Marie
through to recognising industry
Sustainability editor, Ally Head said: “The vintage resale platform
game-changers, Marie Claire is already in
the vanguard of the Sustainability
movement.
we’re so delighted to be offering more planet-friendly shopping
highlights our dedication to building a better tomorrow. Ethical
fashion is no longer just a trend, but an essential, which is why
Claire's commitment to sustainability. Marie Claire Health &
solutions to our readers. Now more than ever, we need to be
Online
users:
36m
Social Media
Followers:
46m
Market-leading
positions:
4
Cover star ‘purpose’ led strategy
opting for pre-loved fashion – for both people and planet.”
Our audience is aware not only of the current fashion and beauty
trends, but also of the shopping trends including many of the key
Consistent editorial commitment with dedicated channel
environment aspects. In addition, search across all major related terms
Recognising industry-leading best practice through Prix
such as sustainability, clean beauty, plastic free, etc. has increased
D’Excellence Awards.
significantly year on year. Therefore the content is attractive to our
Editorial Channels & Pillars
online audience and to advertisers who are keen to reach them.
Award winning:
Marie Claire UK awarded the Ocean Champion badge by the
Oceanic Global Foundation, the highest level of The Oceanic
Standard (TOS). A first brand in the UK to be awarded, the badge
honours efforts by Marie Claire to bring sustainability to the
forefront of the conversation in the fashion and beauty industry.
4
Alan Jope, CEO of
Unilever thanking
Marie Claire for his
Prix D’Excellence
Beauty Award for
Sustainability in
June 20
Sustainability
Mental Health
2
Education
Empowerment
ANNUAL REPORT AND ACCOUNTS FY 2021 / 31
Strategic Report Brands include:
Wealth & Savings,
Knowledge,
Health & Fitness
CASE STUDY: ADVERTISING IN OUR
CYCLING VERTICAL
KPIs:
With the TI Media acquisition in April 2020, we acquired Cycling
Weekly which complemented our existing brand Cycling News.
Using our SEO centre of excellence, we have the ability to rank
on search. As a result, we are #1 in the UK and #2 in the US according to
Comscore.
Combined with our quality expert content, we are therefore a preferred
partner for advertisers who can reach high-intent audiences. As a result,
we have increased our advertisers for this vertical both in the UK and in
the US and our average order value from advertisers is up 100%.
In addition, thanks to our diversified content verticals, we have scale
that is attractive for advertisers. For example, on T3 there are articles on
indoor cycling and we have cycling brands that are keen to reach other
cycling enthusiasts.
32 / FUTURE PLC
Online
users:
54m
Social Media
Followers:
15m
Market-leading
positions:
9
*From 1 October 2021, with the completion of the Dennis acquisition, the
following brands are included in this content vertical: MoneyWeek,
Kiplinger, The Week, The Week Junior, Coach
Vertical Review Strategic Report
Future B2B
Main Brands:
CASE STUDY: SMARTBRIEF AND
THE VALUE OF AUDIENCE IN A
SPECIALIST PLATFORM
KPIs:
SmartBrief seamlessly creates and distributes 250+ digital
SmartBrief seamlessly creates and distributes 250+ digital
newsletters, curating the most relevant content for virtually
newsletters, curating the most relevant content for virtually
every industry and profession, and we are able to do that at scale
every industry and profession, and we are able to do that at scale
without sacrificing the quality of the content or product. This allows
without sacrificing the quality of the content or product. This allows
us to create an unparalleled combination of breadth and depth of
us to create an unparalleled combination of breadth and depth of
B2B audience engagement.
B2B audience engagement.
Working closely with our association partners, who connect us
Working closely with our association partners, who connect us
with the majority of our qualified, valuable audience, we acquire
with the majority of our qualified, valuable audience, we acquire
more than 1 million new subscribers annually through a variety of
more than 1 million new subscribers annually through a variety of
opt-in tactics. This type of audience growth is not only incredibly
opt-in tactics. This type of audience growth is not only incredibly
effective and efficient, but provides a deep contextual understanding
effective and efficient, but provides a deep contextual understanding
of who our audience is.
of who our audience is.
Having a deep understanding and trust with your audience, means
Having a deep understanding and trust with your audience, means
the ability to effectively expand your relationship with them through
the ability to effectively expand your relationship with them through
new products, and new content, that allow us to engage with them in
new products, and new content, that allow us to engage with them in
even deeper and more meaningful ways. As a part of the larger
even deeper and more meaningful ways. As a part of the larger
Future ecosystem, and even prior to the acquisition, we’ve been able
Future ecosystem, and even prior to the acquisition, we’ve been able
to expand our capabilities beyond our core newsletter product, and
to expand our capabilities beyond our core newsletter product, and
are seeing early success with events, awards programs and podcasts.
are seeing early success with events, awards programs and podcasts.
This mix of products deepens and reinforces our relationships with
This mix of products deepens and reinforces our relationships with
key advertisers. Being part of the Future group has helped grow the
key advertisers. Being part of the Future group has helped grow the
business - it's certainly the products we are selling - the awards - the
business - it's certainly the products we are selling - the awards - the
video products - and the opportunity to build audience through
video products - and the opportunity to build audience through
305m monthly visitors to websites.
305m monthly visitors to websites.
I
E
C
N
E
D
U
A
E
R
U
T
U
F
E
L
A
C
S
Online
users: 2m
Social Media
Followers: 8m
*From 1 October 2021, with the completion of the Dennis acquisition, the
following brands are included in this content vertical: IT Pro, PC Pro
1P data
moving from
'Unknown' to
'known'
Y
E
I
L
D
ONLINE USERS
moving from
non-intent
to intent
ANNUAL REPORT AND ACCOUNTS FY 2021 / 33
Our Future,
Our Responsibility
At Future we operate as a responsible
While we are driven by the desire to do things that
business driven by our clear purpose, value
make a difference, we are mindful of the importance of
and culture. Our corporate strategy was formulated
ensuring that we are accountable and transparent, and
to drive returns and sustainability for the long term,
as a result we are, where possible, aligned with a
and as a consequence Environment, Social and
framework. We have adopted the UN’s Sustainable
Governance (ESG) has been at the heart of what we
Development Goals (SDGs) as a guide for our objectives
do. We’re committed to using our scale and reach to
and our performance. Next year we will also report
make a positive societal impact and inspire change
against the Task Force for Climate-related Financial
- playing our part in building a sustainable future for
disclosures (TCFD), to disclose our climate-related
all our communities and our planet. While operating
governance, strategy, risks and targets. As the
responsibly has been something we have continued
formulation of our Responsibility strategy is a new
to do (see pages 40-49 for details on what we have
initiative for Future this year, we have set formal
delivered this year) we also realised that we could
targets for some but not all areas, and over the next
do more. At Future we strive to truly make a
few months one of our key objectives is to understand
difference, and so this year we have revisited our
how best to measure our effectiveness.
approach to this important topic and are delighted to
We are driven and excited about responding to the
be able to share our new responsibility strategy,
array of ESG issues affecting our communities today.
called Our Future, Our Responsibility, in this report,
While there are many topics we could consider, in
(see pages 36-49).
Our journey in 2021
As we thought about how we could make more of a
staying true to Future’s principles we have been
disciplined about focusing on the issues where we
believe we can truly make a difference.
Our strategy is centred around four pillars that we
difference we naturally looked to our employees and
know are important to our colleagues and our
external stakeholders to understand what mattered
audiences, and we have separated these into:
most to those who engage with Future. Over the last
• Future Differentiators - Where we have a unique
six months we undertook a materiality assessment,
opportunity to make a difference
to identify the issues which are important to us and
• Future Foundation - The things that we do which we
align with our values.
believe are critical to all businesses who operate
To achieve this we formed a Responsibility steering
responsibly.
team and collaborated with global stakeholders to
map the materiality issues for our sector and to
Our Future differentiators are new to us this year, and
identify any gaps. We consulted widely with our
although we have acted responsibly in these areas, we
stakeholders, including inputs from shareholder
have not coalesced our approach explicitly until the
reviews, the gap analysis versus peer benchmarking,
launch of the new strategy, therefore you will not find
ESG policy review benchmarking, and engagement
any specific reporting against these. In contrast the two
with our leadership team around key themes.
pillars under the Future Foundation are things we have
From the outset we focused on key topics that:
been working on for many years, and so in each pillar
resonate with our organisation; are actionable; are
section you will find an update on our progress in 2021.
in line with all our stakeholder expectations; and
You will also find in this section our update on S172, our
are where we feel we, as Future, can make a
carbon efficiency reporting and our non-financial
unique difference.
information statement.
34 / FUTURE PLC
“Being a responsible business is at the
heart of everything we do and the ‘Our
Future, Our Responsibility’ strategy
reflects our commitment to drive further
change within our own company and
through the content we produce.
It is paramount that we focus on what is
important to us at Future and where we
can make a unique difference, building on
what we do already, with clear ambition
to do more across the business. Our
portfolio of brands gives us the platform
and opportunity to influence and inspire
people, and to encourage positive change
for a more sustainable environment
through trusted information and advice.”
ZILLAH BYNG-THORNE, CEO
ANNUAL REPORT AND ACCOUNTS FY 2021 / 35
Responsibility Future differentiation
Future differentiation
Future Foundation
Pillar 1:
EXPANDING
HORIZONS
Pillar 2:
SHAPING
THE FUTURE
Connecting people with
their passions and
lifelong learning.
Leading conversations on the
future of the internet and
publishing.
Our depth of expert content
enables us to take positive
action to fuel passions and provide
compelling learning opportunities
for colleagues, audiences and
future talent.
We will leverage our brands’
influence and content to create
positive societal change;
facilitating lifelong learning for all.
We will not tolerate
misinformation or fake news.
We will further strengthen the
responsible content framework for
our brands and will use our data
responsibly.
We will adopt a leadership
position in championing a safer
internet and we will make it
integral to our day-to-day business.
Pillar 3:
THE CULTURE
BEHIND THE
COMPANY
Great content emerges from a
great culture.
Great content is created by great
people and we will build an
environment where all our people can
do their best work. We will continue to
invest in our employee experience in
order to attract, retain and grow the
best talent, championing inclusive
growth and development
opportunities for all. At Future
everyone has something to contribute.
To create content that our customers
love we value diversity in our business,
people and thoughts. We enrich lives
by embracing difference, driving
diversity in content, discussion and
views.
36 / FUTURE PLC
Responsibility review Future Foundation
Non-financial information statement
Pillar 4:
TAKING
RESPONSIBILITY
Going further to deliver a
sustainable, transparent and
well-governed business.
We are committed to making a
positive impact and inspiring
change — playing our part in building
a sustainable future for our planet and
our communities.
The Company is required to comply with the non-financial reporting
requirements set out in Sections 414CA and 414CB of the Companies Act
2006. The table below sets out where in the Annual Report the relevant
information regarding the key non-financial matters can be found.
Reporting
Requirement
Relevant Group
principal and
emerging risks,
pages 60 to 64
Policies which
govern our
approach
Policy
embedding,
due diligence,
outcomes
and key
performance
indicators
ENVIRONMENTAL
MATTERS
Climate change
Responsibility
Policy
Risk section,
page 60
• Carbon
performance,
metrics and
targets
COLLEAGUES
Key person risk
• Health and safety
• Culture and ethics
Pandemic
impact
• Inclusion and
diversity
• Wellbeing and
support during
COVID-19
Health and
Safety Policy
Diversity
Policy
Whistleblowing
Policy
SOCIAL MATTERS
Personal data
Charity Policy
• Contributing to the
economy
Cyber security
and IT
Health and
Safety Policy
• Support during
COVID-19
Pandemic
impact
Responsibility
Report,
pages 44 to 47
Responsibility
Report,
pages 40 to 43
Risk section,
page 60
Governance
Report, page 80
Directors’
Report, page 111
Responsibility
Report,
pages 38 to 39
Risk section,
page 60
Financial Review,
page 58
Digital
advertising
market changes
Personal data
Cyber security
and IT
Economic &
geo-political
uncertainty
HUMAN RIGHTS AND
ANTI-CORRUPTION
AND ANTI-BRIBERY
• Reinforcing an
ethical business
culture
• Speaking up
against wrongdoing
• Prevention of
bribery and
corruption
• Approach to human
rights and modern
slavery
Anti-corruption
and Bribery
Policy
Responsibility
Report,
pages 38 to 39
Whistleblowing
Policy
Risk section,
page 60
Slavery and
Human
Trafficking Policy
Directors’
Report,
page 111
ANNUAL REPORT AND ACCOUNTS FY 2021 / 37
Responsibility Pillar 1:
Expanding Horizons
Connecting people with their passions and lifelong learning
We have an opportunity to take positive action to fuel passions and provide
compelling learning opportunities for our colleagues, our audiences and
our future talent.
We will leverage our brands’ influence to create positive societal change
through our expert content, facilitating lifelong learning for all.
WHY IS THIS
IMPORTANT TO FUTURE?
We’re one of the biggest digital publishers in the UK and US and
we’re all about expanding mindsets and prospects. Our brands
connect people with their current passions and help them to
find new ones. We help people learn in a way that is:
• Varied and diverse in content
• Informal and fun
• Lifelong and out of the classroom
• Facilitated by enthusiasts and peers
• Open and accessible
• Accurate and responsible
Our content will be accessible, engaging, authoritative and
expert so that everyone from diverse and global backgrounds
will be able to fuel their passion or gain valuable learning.
Our Future Plans - Beyond 2021
Topic
Ambition
Facilitating
Lifelong
Learning
for our
Audiences
We will connect our audiences’
passions to social and environmental
content, inspiring them to effect
positive change.
We will diversify our output across our
brands to widen learning opportunities
for our audiences.
We will develop content that is fully
accessible for lifelong learning.
We will use the ‘Responsible Content
Framework’ to package content as a
learning opportunity for readers.
We will create an editorial steering
group that embeds and advocates
responsible content.
We will conduct an audit of brands
readership and set targets for brand
staff to better reflect readership by
2030.
38 / FUTURE PLC
Responsibility review Pillar 2:
Shaping The Future
Leading conversations on the future of the internet and publishing
We will not tolerate misinformation or fake news. We will develop a responsible
content framework for our brands and will use our data responsibly.
We will adopt a leadership position in championing a safer internet and
embed it in our day-to-day business.
WHY IS THIS
IMPORTANT TO FUTURE?
Our core purpose is that “we change people’s lives through sharing our
knowledge and expertise with others, making it easy and fun for them
to do what they want.” At Future we only have experts creating content
to ensure we meet our audiences’ needs, promote a safer internet and
produce truly responsible content.
As a leading digital publisher we have a responsibility to create a safe
internet. Future has an audience reach of over 400 million, and with this
comes a responsibility to ensure we work hard to secure the internet we
want, the environment we need, and to keep our audiences safe.
Online content is a vital part of our business and we are committed to
championing an internet that is safe for all ages, and is free of
misinformation or fake news. We will take a lead in conversations on
this issue and embed it in our day-to-day business.
The internet enables us to share our expert content with our
audiences and to engage with them. We hold ourselves to high
standards, ensuring our content is ethical and in line with our values.
We are working on a Responsible Content Framework that sets
common principles across the Group, to guide our editorial colleagues.
Our Future Plans - Beyond 2021
Topic
Ambition
Fake News and
Misinformation
We will take an active role in the
‘future of the internet’ debate.
We will commission thought-
leadership and research.
Responsible
Content
We are developing a “Responsible
Content Framework” that will be
implemented across all verticals.
Our annual stakeholder survey will
determine committee themes i.e.
online safety, editorial safeguarding
guidelines.
We are introducing editorial
guidelines on equal access, accuracy,
independence, freedom of expression
& rights.
Our ethics committee will meet
quarterly.
We will use our content to positively
influence consumer behaviour.
We will collaborate with editors to
establish how we use our expertise
to amplify and promote issues. This
will differ across brands to be truly
authentic for our audiences.
Encourage
Positive
Impact
ANNUAL REPORT AND ACCOUNTS FY 2021 / 39
Responsibility Pillar 3:
The Culture Behind The Company
Great content emerges from a great culture
We are a people business first
and foremost. We believe in
nurturing a smart, diverse and
inclusive culture which brings
people together from all
backgrounds and lets them shine.
WHY IS THIS
IMPORTANT TO FUTURE?
Everyone’s welcome (inclusion and diversity)
We are working hard to ensure that our workforce reflects the diverse
communities we serve, and that we create an inclusive culture where
every employee can truly be themselves at work. Through 2021 we
have continued to build momentum towards this goal of inclusion.
The Inclusion and Diversity Forum, continues to meet to discuss
and implement initiatives and ensure a focus on inclusivity. We now
have 30 ambassadors from across the global business involved in the
forum, empowered to champion inclusion at Future and drive the
agenda for change. Throughout 2021 we have celebrated diversity in
our organisation through a hugely varied programme of internal
events, communications and training.
In order to attract, retain and grow top talent we continue
to invest in our people strategy, to ensure that we are an
employer of choice for all.
Board
Male
5
To create content that our customers love we value
Senior management 5
diversity in our business, people and thoughts. That is
what drives diversity in content, discussion and views,
Direct reports
All Colleagues
53
1,156
Female
4
6
32
1,110
44%
55%
38%
49%
56%
45%
62%
51%
enriching lives.
In Future:
• Everyone’s welcome (inclusion, mobility)
• Everyone can shine (inclusion & diversity)
• Everyone contributes (deliver social impact)
• Everyone’s engaged (community, opinions)
• Everyone is supported (wellbeing & safety)
All staff split
Senior
management
Board
51%
49%
45%
55%
56%
44%
Male
Female
40 / FUTURE PLC
Responsibility review Black Lives Matter
Our passion for justice and for
3. An independent diversity audit is
making a difference meant that we
conducted six-monthly, by Creative
did not stay silent on this issue. In
Equals, a global inclusion
2020, we committed to making a
consultancy.
lasting difference and to effect real
change, so we pledged to take action.
In 2021 we have:
4. Every brand has been given
diversity targets for contributor
spend, ensuring black writers and
1. Donated $1m of advertising space
creatives have a voice across our
across our brands, in collaboration
portfolio.
with The Movement for Black Lives.
5. We encourage brands to take a lead
2. We have mandated that all original
in demonstrating solidarity with the
and stock photography used in our
Black Lives Matters campaign, and
brands will have equal
to share with our audiences positive
representation of black people.
ways that they can help.
In 2021 we identified a number of recruitment sites in the UK and
US where we can advertise roles with a focus on inclusivity, such as
Diversity for Social Impact - a jobs board that focuses on promoting
and empowering Social Impact around the world. We continue to
review new platforms, to build Future’s presence in this area.
Embracing diversity underpins our commitment to providing equal
opportunities to our current and future colleagues, and to applying
fair and equitable employment practices. We codify this through our
Equality and Diversity Policy, our I&D Strategy, and our Values.
Disability policy
When considering recruitment, training, career development,
promotion or any other aspect of employment, we strive to ensure
that no employee or job applicant is discriminated against, either
directly or indirectly, on the grounds of disability.
If an employee becomes disabled while in employment - and as
a result is unable to perform their duties - we would make every
effort to offer suitable alternative employment and assistance
with retraining.
Everyone can shine (learning and development)
2021 has seen Future welcome over 932 new colleagues into the
business, through acquisition and hiring. We have introduced an
on-boarding tool to further enhance the employee journey (see page
51). We continue to build content into our flexible online learning
portal, “Future University”, which gives colleagues access to bitesize
learning opportunities at a time that is convenient for them.
Our Leadership Programme (Apprenticeship) launched in
partnership with Multiverse in the UK.
We review our top 150 colleagues annually, calibrating with the
Executive Team to identify potential and ensure we are all aware of
the talent in our business, that we have succession plans and
individual learning plans. All the Future Leadership team has access to
ClickNCoach, which is a virtual coaching tool, offering flexible,
real-time support.
Our Values
We are part of the
audience and their
community
> Our passion for our products
and brands makes us part of the
community in which we engage
– an incredible privilege which
we treat with total respect.
We are proud of
our past and
excited about our
future
> Founded in 1985 with one
magazine, today Future boasts a
portfolio of over 240 brands: we
celebrate our heritage, and we
remain excited about our future.
We all row the boat
> Everyone at Future has a part to
play and a contribution to make,
because together we are
stronger.
Let’s do this
> We have a bias for action, taking
the best decisions we can in the
face of uncertainty; we won’t
always get it right, and that’s ok.
It’s the people in the
boat that matter
> We make sure we have the right
team, with the right skills, to
deliver our strategy, supporting
each other, challenging each
other and having fun along the
way.
Results matter,
success feels good
> We restlessly seek to improve,
be ever creative and
unashamedly commercial in our
ventures. Positive momentum
helps us achieve extraordinary
results, and celebrating our
successes is a great way to
support this.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 41
Responsibility Journalist training programme
In 2021 we launched bespoke Journalist training in the UK,
the opportunity for disadvantaged children to reach their full
potential.
encompassing the National Council for the Training of Journalists
This year, under the Foundation umbrella, we launched a
(NCTJ) qualification and in-house training on audience development
programme to provide mentoring, coaching and internships to
and SEO, to bring together the best of external accreditation and
disadvantaged students, inspiring them with the confidence and skills
Future’s own expertise. Through this programme we are developing
to pursue a career in media. Future Frontiers is an award-winning
the next generation of editorial talent.
education charity that ensures young people from disadvantaged
SEO training programme
This year we developed an internal SEO training
programme for new and current editorial staff, to
learn or improve audience development
techniques.
Government Kickstart Scheme, UK
In 2021 we partnered with charities, Media Trust
and A New Direction, that run unique programmes
In 2021, Future
committed to ensure
our UK Pay is above
living wage levels; and
we introduced the
US tiered living
wage - around 100
colleagues saw an
increase in 2021.
backgrounds fulfil their potential at school, and
when transitioning to education, employment or
training at ages 16 and 18. Double the number of UK
colleagues participated in a 1-1 coaching programme
this year compared to last year to help prepare
young people from disadvantaged backgrounds to
make informed decisions about their next steps.
Everyone’s engaged (employee
engagement, community, opinions)
At Future, engagement is more than a governance
to encourage young, diverse talent to develop their confidence,
requirement. Having an engaged workforce is critical to business
passions and talents to work in the media sector. Kickstart roles at
growth and success.
Future span advertising operation executives, eCommerce marketing
We have a consistent rhythm of internal communications that
assistants, supply chain administrators, researchers, circulation
engage all our colleagues in regular updates, formal and informal, in
executives, website administrators and content writers, across
person and online. All staff are given frequent opportunities to ask
brands.
questions directly of the senior management and receive direct
feedback. We encourage all managers to have regular check-ins, both
individual and team meetings. We run Star of the Month activities and
Dreamyard, US
We work with Dreamyard in the US, a not-for-profit organisation that
annual awards aligned to our values.
Colleagues' involvement in the company's performance is
collaborates with Bronx youth, families and schools to build
encouraged through employee share schemes and other initiatives. In
pathways to equity and opportunity through the arts. The young
2021, our profit pool bonus increased to reward exceptional
interns shadow, work with, and learn from a Future colleague,
performance, and all colleagues received an additional working-from-
rotating across departments.
home stipend in January. We launched our Value Creation Plan in 2021,
giving all colleagues the opportunity to share in the success of the
business. All new colleagues, whether organic or through acquisition,
Everyone contributes (delivers social impact)
At Future we are proud of our charity-matching scheme that supports
enjoy these benefits. We strongly believe that colleagues who can
benefit from the success of the company are engaged, ensuring
our people with their fundraising endeavours. In support of the
everything we do is for the benefit of all.
incredible efforts of our colleagues, a donation is made to match their
In September our live events returned, and we held Leadercon’21, a
fundraising efforts. The holiday season is a time when colleagues
conference for around 125 senior managers, to empower them to
come together to support those in need; in the UK our chosen charity
deliver on our strategic objectives, which we call “What's Important
is Centrepoint, and in the US we support the Secret Snowflake Gift
Drive in New York.
Right Now”, for 2022. Additionally the Future Leadership Team has a
monthly video call to discuss the strategic narrative, which ensures
Our approach to development also extends to supporting
alignment and prompts leaders to cascade these messages to their
employability and career development outside Future. In 2021 we
teams.
continued with the Future Foundation which seeks, through
At Future, colleagues are invited to contribute their experience,
investment of our time, expertise, resources and passion, to provide
expertise and ideas. Colleagues are encouraged to partake in
ADDITIONAL SUPPORT FOR OUR COLLEAGUES
We gave everyone a stipend at the start of the pandemic to allow them to kit out their home
workspaces and gave a second stipend in January 2021. We have supported those that have been
further challenged by lockdown by implementing a hardship fund, still available to colleagues if they
or their families are affected.
42 / FUTURE PLC
Responsibility review cross-functional working, with team members collaborating on
projects throughout the business, sharing their knowledge and
expertise and learning from other departments.
All colleagues transferring through acquisition are given a ‘buddy’,
an opportunity to meet with someone from the existing Future
workforce, informally, to support them through the transition; this is
in addition to meeting their own manager and team. Our speed
networking events link existing and new colleagues and are a fun
and informal way for colleagues to meet while we are onboarding
online. We invite all new colleagues to tailored ‘Welcome’ sessions
and Town Halls with the senior management team. Throughout the
process, we invite feedback to understand how we can continue to
improve our employee engagement and onboarding activities.
Everyone is supported (wellbeing and safety)
At Future, prioritising health and colleague wellbeing is a critical part
of our company culture. By supporting our colleagues physically,
mentally and emotionally they can be fulfilled in their career and give
their best performance.
We remain proud of our unlimited holidays - an extraordinary
benefit that allows colleagues time to reset.
The well-being and safety of colleagues is a key priority for the
Group. Future is largely an office-based environment; all locations
across the Group comply with relevant legislation and we
communicate our health and safety policy to all colleagues. In the UK,
during the year to 30 September 2021, there were no fatalities and
four minor injuries across all sites. Our continued response to
COVID-19, supported by our strong technology infrastructures,
allowed us to adapt to changing environmental pressures. Future was
able to maintain remote working, phased returns and ensure
COVID-safe practices in our office spaces. We continue to monitor
our office spaces to be COVID-secure, based on Government and
State guidance.
Well-being at Future does not end with physical safety. In 2021 we
have taken a number of steps to ensure the mental and emotional
well-being of our colleagues is supported. We maintained over 50
Mental Health First Aiders across our sites, to provide our colleagues
with resources and confidential support, focusing on mental health.
They run weekly drop-in sessions and are available at any time via a
dedicated email account. We have a Colleague Assistance
Programme in each of our geographies, which provides colleagues
with access to free and confidential support services, such as a
qualified counsellor.
We are committed to being a great place to work and an employer
of choice, ensuring that we have the best people. In January 2021, we
invested in our employment contracts, enhancing benefits beyond
just pay, by launching Future 3.0. This harmonisation of contracts of
employment provided more favourable terms for the majority of
colleagues. This simplification from over 20 different contracts in the
UK was carried out to ensure we offer attractive terms. The benefit
enhancements included an increase in pension matching from a
range of 3-4% to 5% for around 490 employees and a life assurance
increase from 3x salary to 4x salary. Other enhancements included
an increase in paid parental leave to 13 weeks for maternity and
adoption and 2 weeks paid paternity, as well as enhanced sick pay to
6 weeks full pay and 6 weeks half pay for around 660 employees.
Our Future Plans - Beyond 2021
Topic
Ambition
Inclusion,
Diversity and
Representation
We will set our E,D&I objectives and
publish our diversity policy.
We will publicly report on the diversity
of the Executive Leadership Team.
We have an opportunity to build new
and existing partnerships, in order to
diversify our workforce and our content.
Race and inclusion training will be
mandatory, and all managers will have
inclusive leadership training.
Our content will become more
representative and we will be proud of
our diversity of thought.
Talent
Attraction,
Retention and
Development
We will increase internal mobility.
We will continue to offer coaching,
training and mentoring for colleagues.
We will have a digital skills programme
for junior staff.
Colleague
Wellbeing
We will continue to train mental health
first aiders, operating a ratio of around
1 per 50 employees, and support the
individuals who provide this service
across the group.
Our annual employee engagement
survey will include a section on
wellbeing and knowledge of current
activities and available solutions.
We will ensure colleagues are taking a
minimum of 15 days leave a year and
within any rolling 12 weeks at least
2 days off.
Employment
Offer and
Culture
We will incorporate Future values
as part of the recruitment process,
employee reviews and all existing HR
processes.
Our Executive Leadership Team will
hold Values workshops with each
department, to ensure we embed them
in our day to day work.
Annually, we will hold a Town Hall to
review the Values and reflect on the
annual engagement survey results.
We will invest in the Future Foundation
and increase its impact.
We will create partnerships with
charities that align with our values.
We will support our office communities
with their charitable endeavours.
Community
and Charitable
Partnerships
Employee
Volunteering
and
Engagement
All colleagues will have the opportunity
to volunteer up to two days per year.
We will increase the number of
colleagues coaching young people from
disadvantaged backgrounds, via Future
Frontiers.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 43
Responsibility Pillar 4:
Taking Responsibility
Great content emerges from a great culture.
We are committed to making a
positive impact and inspiring change
— playing our part in building a
sustainable future for our planet and our
communities.
WHY IS THIS
IMPORTANT TO FUTURE?
At Future, we acknowledge our responsibility to build a sustainable
future for our planet and our communities. We are committed to
delivering a sustainable, transparent and well-governed business. We
will be principled and transparent in reducing our own impacts, and
behaving ethically.
We already do much work to ensure our business is sustainable - from
Responsibility Committee
Ensuring governance of our responsibility
strategy is critical, and consequently we have
constituted a new Board Committee for 2022
and onwards, with the mandate to ensure
board level oversight of our responsibility
strategy, monitoring and approving the output
Members
Hugo Drayton - Chair
Meredith Amdur
Angela Seymour-Jackson
Key responsibilities
The Responsibility Committee supports the
Board in the oversight of our responsibility
sourcing paper responsibly to our travel policies - and we have brands at
strategy:
the forefront of these conversations, such as: Marie Claire, which is at
the vanguard of women’s brands championing environmental issues,
• Oversee and assess Future’s overall contribution
to, impact on, and role in society
ranging from global warming to ethical fashion; Home and Gardens,
• Oversee Future’s plans to deliver the Our Future,
showcasing eco home improvement solutions, such as ‘the greenest
Our Responsibility strategy, including the
way to heat your home’, and ‘eco benefits of sedum roofs’; Tom’s Guide,
setting, disclosing and achievement of targets
leading the charge on a breadth of sustainable content, from the
• Review progress against priorities and
benefits of transitioning to electric vehicles, to grow and replant your
objectives, across Future’s sustainability
own Christmas tree year on year; and Decanter, highlighting those
strategy
wineries that are decreasing their environmental impact and hosting
carbon neutral events.
• Consider Future’s position on relevant,
emerging sustainability issues
Hugo Drayton, Chair of the Future plc
Responsibility Committee, commented: “As a
public media company, Future is clear about
our privilege and duty to all our stakeholders -
including consumers, shareholders and
colleagues - to support and defend our people and our
planet. I am delighted to chair Future's Responsibility
Committee, which anticipates and reflects our
stakeholders' expectation that the company proactively
seek to improve continuously in all areas of responsibility,
transparency and education; to ensure the best possible,
sustainable environment, to minimise negative impact,
and deliver opportunities for all.”
Key priorities in FY 2022
• Review and agree the 3 year plan ambitions for
Our Future, Our Responsibility
• Determine suitable measures to report against
for each pillar, ensuring that we stay focussed
on what matters, not just what can be
measured
• Engage with the wider Future organisation to
ensure the strategy is being embedded and the
key milestones are achievable
• Report against the TCFD framework, and begin
work on our carbon reduction programme
44 / FUTURE PLC
Responsibility review
Taking Responsibility
Earlier this year, Country Life
launched an ambitious campaign
in partnership with Forestry
England and Charles Stanley Wealth
Managers, to plant thousands of trees
in a new Country Life wood. From
reader and supplier donations, over
2300 trees will be planted in January.
A mixture of species will be planted
in Hampshire, carefully selected to
support the biodiversity of the site
and to be resilient to pests, diseases,
and a warming climate.
volumes and offset our waste by
purchase of Packaging Waste Recovery
Notes.
Our UK subscription copies are now
all mailed in paper-wrap, along with
the majority of promotional packs to
the retail newsstand. In 2022 we will
Reducing waste
Sourcing paper
Paper is the largest raw material we
use as a Group. We work hard to make
sure that whatever we consume, we do
it in a way that is ethically responsible
and environmentally sustainable. Our paper is sourced and
explore moving our export subscriptions to paper wrap, from their
produced from sustainable, managed forests, conforming to strict
current LDPE4 (number 4-coded low-density polyethylene) fully
environmental and socio-economic standards. Our paper mills and
recyclable wrap. We remain committed to ensuring recycling logos
paper merchants all hold full FSC (Forest Stewardship Council)
show the latest information available on recyclability of the
certification and accreditation, showing our commitment to
wrappers, directing customers to recycle the bags at local
sourcing paper supplies from sustainable sources.
supermarkets.
Recycling of unsold magazines and gifts
The Group is strongly incentivised to minimise the number of unsold
magazines and we employ sophisticated techniques to help achieve
Recycling and waste management in the office
All of our offices have clearly defined communal waste and
recycling areas. In 2021, as we have opened new offices, waste
this. In the UK, Future’s unsold magazines are either used in recycled
management has been a critical part of that process. Through our
paper manufacture or in other recycling operations, or they are
GoCo acquisition we acquired a new Newport office location, which
handed to local schools and hospitals. We also support the
reports zero waste to landfill.
Professional Publishers Association’s initiative, encouraging readers
Our in-office signage for colleagues ensures we all play an active
to recycle their magazines after use, and we are now full members
part in recycling. We have separate general waste, mixed recycling
of the OPRL (On-Pack-Recycling-Label) Scheme which provides full
and food waste in all offices, and we operate a zero single-use
access to and use of correct recycling labelling, instructing
plastic policy, which has significantly reduced our impact already.
consumers how to responsibly recycle or dispose of our magazines
We work with our waste provider to complete quarterly reporting
and packaging.
to trace waste usage more efficiently and monitor progress on
reducing waste that is sent to landfill.
Packaging
We comply with our obligations under the Producer Responsibility
2021:
Obligations (Packaging Waste) Regulations, and carry out an annual
Total waste: 15.129 tonnes across four locations
packaging waste audit where we declare our packaging waste
Total recycled: 5.354 tonnes across four locations
ANNUAL REPORT AND ACCOUNTS FY 2021 / 45
Responsibility
Scope 1 and 2 emission reporting
Climate change is not currently considered a principal risk. You can read more about our approach to risk on page 60.
Streamlined Energy & Carbon Report (SECR) Summary
In accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 (‘the 2013 Regulations’) and the
Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (‘the 2018 Regulations’) we have
reported our Streamlined Energy and Carbon Report disclosure for 2021, covering the period 1 October 2020 to 30 September 2021.
2018
2019
2020
2021
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
Global tonnes
CO2e emissions from
The combustion of fuel:
gas for heating and fuel for
vehicles (Scope 1)
The purchase of electricity:
heat, steam or cooling by the
Group for its own use (Scope 2)
Location Based
UK
US
Australia
TOTAL
UK
US
Australia
TOTAL
The purchase of electricity: heat,
steam or cooling by the Group
for its own use (Scope 2)
Market Based
UK
US
Australia
TOTAL
Total Emissions (tCO2e)
- Location Based
Total Revenue (£m)
Intensity Ratio (tCO2e per £1m)
– Location Based
Underlying global kWh energy use from
97
-
-
97
331
3
-
334
-
-
-
-
431
130.1
3.3
The combustion of fuel:
gas for heating and fuel for
vehicles (Scope 1)
The purchase of electricity:
heat, steam or cooling by the Group for its own use (Scope 2)
Total Energy (kWh)
Total Revenue (£m)
Intensity Ratio (kWh per £1m)
96
-
-
96
298
205
-
503
-
-
-
-
599
221.5
2.7
UK
US
Australia
TOTAL
UK
US
Australia
TOTAL
106
2
1
109
235
34
-
269
337
34
-
371
378
232
2
0
234
230
8
3
241
-
-
-
-
475
339.6
606.8
1.1
0.8
2020
comparator
2021 Total (kWh)
Total (kWh)
Total (kWh)
549,946
8,854
5,144
563,944
1,008,372
83,247
-
1,091,619
1,152,393
7,318
-
1,159,711
1,084,041
41,433
3,776
1,129,250
1,655,563
2,288,961
339.6
606.8
4,875.04
3,772.18
Notes:
1 https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/850130/Env-reporting-guidance_inc_SECR_31March.pdf
2 https://ghgprotocol.org/
3 https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2020
4 Source: IEA (2019) Emission Factors (https://www.iea.org/t_c/termsandconditions/)
46 / FUTURE PLC
Responsibility review Methodology
We have used the Environmental Reporting Guidelines: including
Our Future Plans - Beyond 2021
streamlined energy and carbon reporting guidance 1 and
Topic
Ambition
Greenhouse Gas Protocol 2 methodology for compiling this GHG
data, and have included all required emissions sources.
GHG emissions factors have been sourced and applied from BEIS
conversion factors for Greenhouse Gas emissions 3; the equivalent
reports on non-UK (Australia) properties used the CO 2e factors
provided by the International Energy Agency (“IEA” 4 ), and for USA
regional factor for New York, provided by United States
Environmental Protection Agency, sourced from carbon footprint 5
for emissions associated with grid electricity consumption. As a
Group with only office-based activities and no manufacturing
activities, under the GHG Protocol Corporate Standard, emissions
fall under Scope 1 (combustion of fuel) and Scope 2 (purchase of
electricity).
Energy Efficiency Action Taken
In the period covered by the report the Company has completed
installation of EV charging points in its Bath office and LED lighting
installations at all legacy Future offices. Two new office locations
will have LED lighting completed in 2022. We have a Building
Management System running our Bath office to minimise our usage.
During the next financial year the company will be completing
TM44 surveys at all sites and will act on the results accordingly.
Intensity Ratio
We are using ‘Tonnes per £1 million revenue’. Our GHG emissions
CO 2e intensity has decreased from 1.1 tonnes CO 2e per £m in 2020
to 0.8 tonnes CO 2e per £m 2021, which is a decrease of 27%.
Office closures due to COVID-19
COVID-19 has had a large impact on our kWh usage as offices have
been shut for periods of time due to government lockdowns.
Climate Change
- Direct
We will target net zero GHG emissions
from Scope 1 and 2.
We will demonstrate reductions via
energy saving and renewable energy.
We will conduct a Scope 3 footprint.
Value Chain
Impacts
Our commitment to producing
hard copy issues from certified or
responsibly-sourced paper, with a
preference for FSC, will continue.
We will set targets to measure emissions
from our digital value chain.
We have am ambition to join the
DIMPACT collaboration.
We will remain committed to
responsible sourcing of paper and other
materials.
We will set a plastic-free policy, and
report on compliance.
We will disclose our operational waste
tonnage and introduce programmes to
increase our recycling rate.
Corporate
Governance
and
Compliance
A sub-committee of the board will
govern the Responsibility strategy.
We will increase the diversity of our
Board.
We have introduced new Board policies.
Our policy committee will take
responsibility for reviewing, updating
and circulating our policies.
Training will support the Group’s key
policies.
We will publish our tax strategy in our
2022 annual report.
Lobbying and
Public Affairs
Using the responsible lobbying
framework we will interact with
regulators and policy makers.
Stakeholder
Engagement
We will continue to disclose our section
172 statement, annually.
We will engage in Ratings providers’
research, and ensure transparency of
our data.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 47
Responsibility Roadmap to TCFD
In 2022, the Task Force on Climate-related Financial Disclosures
transparency and disclosure. In 2022, we will undertake a fully
assessed gap analysis. From this, we are committed to collecting
(TCFD) aligned reporting will become mandatory for Future. Below,
data, calculating our emissions and setting targets (see page 62 for
we outline our 2022 roadmap; our approach to implementing the
our approach to principal risks).
recommendations of TCFD.
Our targets for Scope 3 emissions will be defined over the next
While we continue to focus on social issues, tackling climate
three years; we anticipate our digital footprint to be our biggest
change remains a priority for the Group and we are committed to
contribution to our Scope 3 emissions.
our climate ambition; understanding our impact and increasing our
GOVERNANCE
STRATEGY
RISK MANAGEMENT
METRICS AND TARGETS
We will report our governance
around climate-related risks and
opportunities.
We will conduct climate-
related scenario analysis
and will report the actual
and potential impacts
of climate-related risks
and opportunities on our
business, strategy and
financial planning. Our
scenario analysis will be
shared but will not include
confidential business
information.
Our aim is to integrate
climate into our risk
management processes.
We will disclose the
processes we use to
identify, assess and
manage climate-related
risks.
We will identify the top
issues and report the
metrics and targets we
use to assess and manage
relevant climate-related
risks and opportunities.
RECOMMENDED DISCLOSURES
Describe the board’s oversight
of climate-related risks and
opportunities.
Describe management’s role
in assessing and managing
climate-related risks and
opportunities.
Describe the climate-related
risks and opportunities the
organization has identified
over the short, medium, and
long term.
Describe the
organization’s processes
for identifying and
assessing climate-
related risks.
Describe the impact of
climate-related risks and
opportunities on the
organization’s businesses,
strategy, and financial
planning.
Describe the resilience of
the organization’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C or
lower scenario.
Describe the
organization’s processes
for managing climate-
related risks.
Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into the
organization’s overall
risk management.
Disclose the metrics used
by the organization to
assess climate-related
risks and opportunities in
line with its strategy and
risk management process.
Disclose Scope 1 and
Scope 2 greenhouse gas
(GHG) emissions, and the
related risks.
Disclose Scope 3
greenhouse gas (GHG)
emissions, and the related
risks.
Describe the targets used
by the organization to
manage climate-related
risks and opportunities
and performance against
targets.
Will be undertaken in 2022
Undertaken in 2021
48 / FUTURE PLC
Responsibility review In 2021, Marie Claire UK held its
first ever Sustainability Awards -
also its first ever carbon neutral
event. It follows the Marie Claire
Sustainability festival earlier this
year and the launch of the brand’s
dedicated Sustainability
Channel in 2019.
The awards covered over 60
categories and multiple industries,
including beauty, fashion, health
& wellness, homes, motors, food &
drink and travel & leisure.
Entries were judged by a trailblazing
panel of over 40 of the world's
leading experts in sustainability;
the awards were delivered in
partnership with Nula Carbon, so for
every attendee to the virtual event, a
mango tree was planted.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 49
Responsibility
How we
engage
with our
stakeholders
Our key stakeholders are those who
influence or are affected by our day-to-
day activities. These stakeholder groups
have varying needs and expectations and
our aim at Future is to engage effectively
with all of them to develop and maintain
positive and productive relationships.
Details on how information from our
stakeholder groups flows up to the Board
can be found in the Corporate
Governance Report, on page 68.
Our Audience
We create fans of our brands by giving them a place
where they want to spend their time and where they
go to meet their needs. They are central to our
business and without them we would not exist.
You can read more about our audience and how we
have continued to delight them on pages 24 to 33.
How the Board engaged in FY 2021
The board receives regular audience insight reports through the year,
and regularly reviews our audience needs. Last year, as the pandemic
continued to unfold, our brands were able to meet the needs of our
audiences across an increasingly diverse range of consumer verticals.
We evolved our platforms to take advantage of the evolving
landscape in search, and to ensure that our content was able to reach
and meet the needs of our audiences.
What we learnt
As the pandemic unfolded and drove changes in consumer behaviour,
particularly around the adoption of ecommerce, our content
continued to be a source of help and advice for hundreds of millions
of consumers. As consumers returned to some semblance of
normality, it’s clear that many of those new habits stuck, giving our
brands new and enlarged audiences across our diverse verticals.
What are we going to do in FY 2022
Looking ahead, the challenge is to ensure that our platforms continue
to evolve to meet the needs of our new audiences, and that we take
advantage of our platform capabilities across the new verticals in
which we now operate as well as our core business.
50 / FUTURE PLC
Stakeholder engagement
Our people
Our talented and engaged workforce are committed to upholding our values, enabling us to deliver on
our promises. We recognise that listening to our people and keeping them engaged is essential to our
continued success.
You can read more about how we engage colleagues on pages 40 to 43, including how we continued
to support them during lockdowns and when workspaces opened as restrictions eased. The way we
invest in and reward our people is on page 43.
How the Board engaged in FY 2021
Listening, learning and responding to our
for the Board. Our Chief People Officer,
of which are attended by our Board,
people continued to be a key priority this
who is responsible for global HR, attends
including the annual Future recognition
year (as identified in our forward looking
Board meetings at least once a year to give
awards which was conducted globally
statement). We have addressed this in a
updates and a HR dashboard, showing key
online last December.
number of ways, including increased
statistics in relation to our people, is
Feedback, suggestions and concerns
in-person engagement, increased online
reviewed at each Board meeting. As we
from employees across the business are
communication and the formalisation of
reopened our offices in the UK, the Board
also considered through channels such as
our internal communications calendar to
took the opportunity to visit both the Bath
town hall meetings, ELT listening sessions,
ensure we maximise the opportunities to
and Newport offices during July, and most
direct correspondence with the executive,
have quality interactions whilst the
of the Board attended the leadership
weekly all staff emails from the CEO and
company was working remotely, and then
conference in September. Throughout the
the weekly Future snapshot. Most of the
ensure this remained appropriate as we
year we have had numerous live online
Board participate in the communication
returned to the office .
events via Google Hangouts and Zoom, led
updates and have invitations to the town
Workforce engagement is a key priority
by the Executive Leadership Team, many of
hall events.
What we learnt
Our people enjoy working at Future, and are
this area are very much in demand as is a
focus during the summer of 2021 has been
proud of our success and growth. They
desire to understand how we benchmark in
on re-opening our offices and identifying
identify with our purpose and values and
against our peers. Another key area our
new ways of working post lockdown. As
have a strong understanding of the culture
people care about is mental wellbeing, and
restrictions were lifted, we offered a phased
and what is important at Future. They were
this has been a key focus area during the
return to the offices for our colleagues to
very pleased to share in our ongoing
year, our Mental Health First Aiders (MHFA)
help them adjust and we also provided
financial success as a result of the creation of
have been providing invaluable support for
weekly lunches, breakfasts and advice and
the Value Creation Plan.
colleagues. Further training and support for
guidance on transitioning back to the
Managing the integration of new
the MHFAs will be provided in 2022. As
commute and working in the office.
businesses into Future’s culture is something
mentioned last year we implemented a
Following extensive consultation with our
that we do well and we will continue to
hardship fund for colleagues who had
colleagues we determined that the
evolve and improve our onboarding
suffered financial difficulties as a result of
go-forward working model for Future would
activities.
the pandemic and during 2021 27 colleagues
be one with increased flexibility, where
Our people care about being a
made a request to this fund, with the
employees that want to can work for up to
responsible business, and of particular
average award being £949.
two days a week from home, and the vast
importance is ensuring that we treat all
colleagues fairly, be inclusive, and diverse.
From our colleagues feedback we
identified that the loss of physical office
majority of our colleagues will adopt this
model allowing greater flexibility and
Education and awareness programmes in
space was isolating for many, and so the
balance than pre-pandemic.
What are we going to do in FY 2022
We will continue to enhance our
initiatives. We intend during this year to
performance of the business and create a
onboarding experience, piloting a new tool
launch a new employee engagement
regular cadence both with the relevant
to engage new employees post offer but
survey, and our new CPO - Hazel Boyle
body and all colleague population. This
prior to commencement, giving them a
- who joined in November 2021, will lead the
year there were various communications
feeling of belonging and insight into their
scoping and delivery of this work during
provided by the CEO about the profit pool,
new working environment. We will
2022. 2021 has been a year of transition for
annual salary review and the roll out of the
continuously improve our integration
the senior leadership team at Future, our
VCP all in connection with our overall
practices, creating playbooks and lessons
intention is to ensure we evolve
strategy and business performance, and we
learned, holding town halls, encouraging
communication to all colleagues about the
will continue our commitment to fairness
buddying, meet and greets and training
link to remuneration and overall
and transparency of information in 2022.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 51
Responsibility Our Investors
The Board places great importance on having
constructive relationships with all shareholders and
seeks to ensure there is an appropriate level of
dialogue with them.
How the Board engaged in FY 2021
Like many other companies, due to the public health guidance and
measures regarding the conduct of general meetings brought in by
legislation we were not able to hold an in person AGM. Instead we
encouraged shareholders to email in their questions in advance of
our AGM, which was held virtually on 10 February 2021 and was
webcast live to our shareholders. Shareholders were also given the
Our Commercial Partners
and Suppliers
Working on our behalf, our commercial partners are a
face for our business. Ensuring they are motivated to
deliver good quality work helps us deliver the best
service to our audience. We believe it is important that
our suppliers are not only price competitive but also
have a strong compliance, quality, service,
sustainability and innovation ethos.
How the Board engaged in FY 2021
Through FY 2021 Future has continued to identify and engage with our
opportunity to submit questions during the meeting.
core commercial partners to drive further business success through
Annually, the Chair offers a meeting with our top shareholders to
collaboration and alignment.
maintain the interaction but also to obtain feedback and during the
In FY 2021 new trading agreements were signed with the largest
year he held a number of meetings with our investors.
advertising agencies GroupM, Publicis and Opera. These agencies are
As part of the FY 2020 annual report, we updated our
the largest trading partners for Future and represent many advertisers
remuneration policy. The Chair and the Chair of the Remuneration
who feature on the sites, in magazines and at events. The trading
Committee proactively engaged with shareholders to obtain
agreements ensure that Future’s commercial teams gain access to ad
feedback on this policy. A total of 12 meetings were held with
agency decision makers at the highest level, ensure our businesses are
investors on the subject.
aligned and that we have forward visibility of issues and trends that
We organised two webinars during the year to inform our
agencies believe are important to themselves and the advertising
shareholders about market development on privacy, regulation in
industry as a whole.
the PCW (Price Comparator Website), and post year-end we ran an
Whilst many brands purchase media through advertising agencies,
additional webinar focussed on the quality of our audiences, with a
Future maintains relationships with brands directly. By maintaining
spotlight on our B2B business. A number of members of the Board
these connections the commercial teams are able to ensure the true
attended these events and provided feedback.
value of Future and it’s audiences are shared with the marketing and
During the year we launched a quarterly investor newsletter,
product teams of the largest brands partners. This includes Future
which gives an update on the business to demonstrate progress on
hosted Industry events, such as the Cycling Summit, where teams from
the strategy including sustainability, previous communications with
across Future present our unique insights on the cycling market to
the financial markets, thought leadership as well as upcoming
representatives from key partners across the industry, developing a
events. Engagement with this has been high, with open rates of 50%.
common learning and collaboration that supports the markets we
The Board receives regular updates on investor communication
operate in.
activity, changes to the shareholder register, analysis of share price
Where Future has completed acquisitions in FY 2021 we engaged with
performance and particular investment themes. In addition, the
commercial partners to ensure that those who had operated on
feedback from shareholder / analyst interactions is shared with the
acquired brands were migrated over to Future terms and that our
Board on a regular basis, via our corporate brokers.
expanded portfolio was included in the deals we have, this is pertinent
What we learnt
Investors are highly engaged with Future and understand the
strategy that underpins our future growth plans. They are keen to see
the traction from these and they are supportive of the strategy and
with Ad Tech partners and Supply Side Partners to ensure optimum
monetization of the acquired assets.
What we learnt
Future held regular meetings with the large platform businesses such as
its implementation. In addition they have a focus on ensuring key
Facebook, Google and Snap throughout the year. These sessions helped
management is retained, good succession planning is in place across
to ensure that feedback was shared and that Future teams learnt about
the leadership teams and were very pleased to see that the new VCP
upcoming developments, such as new product development that the
was focused on ensuring all members of staff shared in the economic
platforms are introducing.
benefits of our success.
What are we going to do in FY 2022
We will continue to engage with our shareholders throughout FY
What are we going to do in FY 2022
In FY 2022 Future will continue to utilise the existing trading agreements
with key agencies whilst expanding their scope to cover any new brands
2022. We look forward to welcoming shareholders, subject to there
that we own and operate. The acquisition of Dennis is an area where
being no COVID-19 restrictions in place, at our AGM in February
new vendors will be migrated to Future terms and integrated to our
where they will have an opportunity to meet our new Board
platform. In areas such as privacy we continue to engage with our key
members, Angela Seymour-Jackson and Penny Ladkin-Brand, and
vendors and the broader media industry to agree on frameworks and
vote on resolutions.
systems that allow us to manage new and existing trends.
52 / FUTURE PLC
Stakeholder engagement and Section 172 Regulators
Our price comparison services are subject to
regulations and authorisations in the markets we
operate in such as financial services. Regulators
recognise that comparison encourages switching and
enables competition and PCWs have a positive
impact, especially in areas where regular switching
remains a challenge.
You can read more about this part of our business
on page 32.
How the Board engaged in FY 2021
Following the acquisition of the GoCompare business during the
year we have started to develop and maintain a constructive and
open relationship with our regulators.
with the Department for Business, Energy, and Industrial Strategy,
Ofgem, the Business, Energy, and Industrial Strategy Select
Committee, and MP groups including the APPG for Consumer
Protection and APPG for Fuel Poverty and Energy Efficiency.
Regular updates were provided to the Board including updates on
major interactions with regulators and we responded to any
correspondence in a timely and open manner.
What we learnt
Proactive and open communications with regulators this year has
enabled us to understand and respond to their views and concerns
and to discuss our approach and opinions around important issues.
An ongoing dialogue helps us to maintain our high standards of
regulatory compliance.
What are we going to do in FY 2022
We intend to continue to engage with government and other
After the acquisition of GoCompare we proactively engaged with
stakeholders to feed areas of business expertise into policymaking.
the FCA to provide an understanding of our strategy, business plans
Areas for engagement include ethical content and protection for
and culture.
journalists online, development of technology skills, and the
Future has also engaged with UK policymakers sharing expertise
regulation of price comparisons websites operating in the energy
on auto-switching in the energy sector. This has included meetings
market.
Section 172(1) statement
This statement intends to set out how our Board of Directors, both individually and collectively, has had regard to
matters set out in section 172(1) of the Companies Act 2006 when undertaking their duties during FY 2021.
We have a broad range of stakeholders who
12 and our core values (which you can find on
stakeholder. Where the Board does not
influence or are affected by our day-to-day
page 41) reaffirm the central importance of
engage directly with our stakeholders, it is
activities, and have varying needs and
our stakeholders (our people, customers,
kept updated so Directors maintain an
expectations. Our aim is to try to ensure that
audience, commercial partners and
effective understanding of what matters to
the perspectives, insights and opinions of
suppliers, investors and regulators) to our
our stakeholders and can draw on these
stakeholders are understood and taken
business. Relationship with key stakeholders
perspectives in Board decision-making and
account of when key operational, investment
is two-way, with Future receiving a range of
strategy development.
or business decisions are being taken, so
contributions from stakeholders, from which
For details of how our Board operates and
that those decisions:
Future generates value. Day-to-day
the way in which it reaches decisions,
• are more robust and sustainable in
engagement with our key stakeholders, and
including the matters discussed and debated
themselves; and
other local stakeholder groups, is conducted
during the year, please refer to the Corporate
• support Future’s strategic approach of
creating value for shareholders and
society.
at the level and in a format best suited to the
Governance Report on pages 66 to 76.
context. This may be locally, regionally or
functionally, by the Board or senior
Future’s approach to stakeholder
engagement runs throughout this Annual
Our purpose (which you can find on page
management, depending on the
Report.
Engagement in action
Strategy in action
Board principal decision
Future works directly with its key
stakeholders to understand and respond
to material issues.
• Development of our Responsibility
strategy - pages 34 to 49
• In-depth content analysis of our
sites to ensure overall balance and
representation balance - page 39
• Impairment of the Look After My Bills
assets - pages 84 and 141
Stakeholder engagement influences the
direction of Future’s strategy and
the choices it makes to create value for
shareholders and society.
• Investment in technology - page 16
• Development and launch of our VCP -
pages 42 and 103
Responsible leadership and
considered decision-making require
the integration of stakeholder views
and an understanding of stakeholder
outcomes.
• Acquisitions of GoCo, Dennis
Publishing - pages 19 and 22
• Creation of centres of excellence in
low cost locations - pages 14 and 18
ANNUAL REPORT AND ACCOUNTS FY 2021 / 53
Responsibility Financial
Review
56
FINANCIAL REVIEW
60 RISKS AND
UNCERTAINTIES
62 SUMMARY OF
PRINCIPAL RISKS
65 LONGER TERM
VIABILITY
STATEMENT
54 / FUTURE PLC
ANNUAL REPORT AND ACCOUNTS FY 2021 / 55
Financial Review Financial
Review
Penny Ladkin-Brand
Chief Financial Officer
Financial summary
The financial review is based primarily on a comparison of results
review the results of the Group on an adjusted basis internally. See page
59 for a reconciliation between adjusted and statutory results.
for the year ended 30 September 2021 with those for the year ended 30
Group revenue increased 79% or £267.2m to £606.8m (FY 2020:
September 2020. Unless otherwise stated, change percentages relate
£339.6m), achieved organically (increase of 23% at constant currency
to a comparison of these two periods. Organic growth is defined as the
and 18% at actual currency) and through acquisition, with FY 2020 and
like for like portfolio excluding acquisitions and disposals made during
FY 2021 acquisitions net of disposals contributing £294.7m to revenue in
FY 2020 and FY 2021 at constant FX rates (defined as the average rate for
the year.
FY 2021).
Revenue
Adjusted operating profit1
Adjusted profit before tax1
Operating profit
Profit before tax
Basic earnings per share (p)
Diluted earnings per share (p)
Adjusted basic earnings per share (p)1
Adjusted diluted earnings per share (p)1
FY2021
£m
FY2020
£m
606.8
339.6
195.8
188.3
115.3
107.8
59.3
58.1
134.6
131.9
93.4
90.9
50.7
52.0
46.4
45.4
76.3
74.7
1 Adjusted items are a non-GAAP measure. For further details refer to the section on
Alternative Performance Measures on page 59.
UK revenue growth of 131% or £224.7m to £396.6m (FY 2020: £171.9m)
included £109.1m of revenue from the GoCo acquisition in February
2021. Total UK organic revenues increased by 17% driven by digital
revenues (which include digital display advertising and eCommerce)
which grew strongly by 25% on an organic basis. UK magazine revenue
grew organically by 11%, reflecting an increase in newstrade over the
comparative period when retail sales were impacted by store closures.
UK events continued to be impacted by the pandemic but recovered
strongly in H2.
Performance was also strong in the US where growth of 25% or
£42.5m to £210.2m (FY 2020: £167.7m) was supported by underlying
organic growth of 27% reflecting strong eCommerce performance and
increased further by the inclusion of £8.4m incremental year-on-year
revenue from the CinemaBlend and Marie Claire US acquisitions.
Media revenue increased by £185.5m or 78% and by 27% organically.
Organic digital advertising revenue grew 27% driven by an increase in
yield and organic eCommerce revenue was 36% ahead of the prior year.
The Directors believe that adjusted results provide additional useful
Other Media organic revenue declined by 17% due to the impact of the
information on the core operational performance of the Group, and
pandemic on Events.
Revenue
Digital display advertising on platform
Digital display advertising off platform
eCommerce
Events, digital licensing other online
Platform Services
Total Media
Print & digital content
Print advertising, licensing, and other print
Platform publisher services
Total Magazines
Total revenue
56 / FUTURE PLC
Segment
UK
£m
47.6
13.9
142.4
15.0
1.5
220.4
129.5
39.0
7.7
176.2
396.6
US
£m
89.9
35.2
73.8
3.5
-
202.4
2.9
4.9
-
7.8
210.2
FY2021
£m
Total
£m
137.5
49.1
216.2
18.5
1.5
422.8
132.4
43.9
7.7
184.0
606.8
Segment
FY2020
£m
UK
£m
31.6
11.2
24.5
12.5
-
79.8
70.2
19.8
2.1
92.1
171.9
US
£m
68.0
29.4
54.8
5.3
-
157.5
3.5
6.7
-
10.2
167.7
Total
£m
99.6
40.6
79.3
17.8
-
237.3
73.7
26.5
2.1
102.3
339.6
YoY Var
Organic
YoY Var
38%
21%
173%
4%
-
78%
80%
65%
269%
80%
79%
26%
28%
36%
(17)%
-
27%
16%
(17)%
-
4%
23%
Financial Review Magazine division revenue increased by 80% to £184.0m (FY 2020:
Adjusted earnings per share is based on profit after taxation which is
£102.3m), including the full-year impact of the 2020 acquisition of
then adjusted to exclude share-based payments (relating to equity settled
TI Media. Magazine organic revenue performance increased by 4%,
share awards with vesting periods longer than 12 months) and associated
following the prior year revenue being materially impacted by travel
social security costs, exceptional items, amortisation of intangible assets
outlets and store closures as a consequence of COVID-19.
arising on acquisitions and any related tax effects as well as the impact
Included below is a reconciliation between statutory revenue and
of the UK tax rate change. The prior year results are also adjusted for
organic revenue:
Total revenue
FY2021
£m
606.8
Revenue from FY 2021 and FY 2020 acquisitions
(294.7)
Organic revenue
Impact of FX at constant FX rates
Organic revenue at constant currency
312.1
(0.3)
311.8
FY2020
£m
339.6
(75.5)
264.1
(10.4)
253.7
fair value movements on contingent consideration (and unwinding of
associated discount) and on the currency option (including any related tax
effects). Adjusted profit after tax was £150.0m (FY 2020: £72.9m).
Exceptional items
Exceptional costs amounted to £27.4m (FY 2020: £17.1m) and relate
largely to acquisition related costs in respect of the GoCo and
Dennis acquisitions (£10.2m and £4.5m respectively), integration and
restructuring costs of £3.9m consisting of £2.9m relating to GoCo and
£1m net expense in respect of onerous properties, plus an impairment
As stated at the half-year, it is our view that the impact of the prolonged
charge of £8.8m relating to a write down of the brand and customer
UK lockdown in January-March, coupled with the US Government stimulus
relationship intangible assets relating to Look After My Bills (‘LAMB’),
checks in the US resulted in an estimated £5m of one-off COVID-19
which was acquired as part of the GoCo acquisition. The impairment, by,
related benefit to eCommerce revenues. Consequently H1 organic growth
£4.4m of both the brand and customer relationship intangible assets
in eCommerce would have been 49% vs the 56% reported.
was recognised as a result of turbulence in the UK energy market which
directly impacted the auto-switch service offering.
Operating profit
Statutory operating profit increased by £64.6m to £115.3m (FY 2020:
The GoCo restructuring costs charged in the year are associated with
£15m expected cost synergies by FY 2023, a 19% cost-to-achieve ratio.
£50.7m) and statutory operating margin increased to 19% (FY 2020: 15%).
Adjusted operating profit increased by £102.4m to £195.8m (FY 2020:
£93.4m) with adjusted operating margin increasing to 32% (FY 2020:
Other adjusting items
Acquired amortisation increased by £16.7m to £38.3m (FY 2020: £21.6m)
28%), reflecting favourable mix from the strong growth of the Media
reflecting a full year of amortisation for the TI Media and Barcroft
division and the operating leverage provided by the increased scale of
acquisitions which were completed in FY 2020 and CinemaBlend which
the Group.
completed on 2 October 2020 as well as amortisation arising from the
Basic earnings per share are calculated using the weighted average
other in-year acquisitions of GoCo, Mozo and Marie Claire US.
number of ordinary shares in issue during the year of 111.5m (FY 2020:
Share-based payment expenses (relating to equity-settled share
95.6m), the increase reflecting the weighted impact of the issue of 22.6m
awards with vesting periods longer than 12 months), together with
shares to fund the acquisition of GoCo.
Adjusted operating profit and margin
32%
28%
24%
£250.0
£200.0
m
£
£150.0
£100.0
£50.0
5%
£0.0
14%
11%
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
35%
30%
25%
20%
15%
10%
5%
0%
associated social security costs increased by £9.3m to £14.8m (FY 2020
£5.5m) reflecting the charge relating to the new all employee share
scheme and a higher charge in respect of employers social security costs
as a result of the increase in the Future plc share price at 30 September
2021 from FY 2020.
Net finance costs and refinancing
In November 2020, the Group increased its debt facilities to fund the
acquisition of GoCo through a £215m two-year term loan. The Group's
£30m short dated COVID-19 facility was cancelled at this date as it was no
longer required.
In July 2021, the Group undertook a further Amend & Extend of its
existing £350m debt facilities. The amended facilities comprise a three-
year £400m RCF (repayable in July 2024 but with the ability to request
two one-year extensions at lender consent), and a £200m term loan
which amortises at £10m in March and June 2022 and £20m per quarter
thereafter with a final bullet payment on expiry in June 2023, (with one
Earnings per share
Basic earnings per share (p)
Adjusted basic earnings per share (p)
Diluted earnings per share (p)
Adjusted diluted earnings per share (p)
FY 2021
FY 2020
six-month extension option at lender consent). The amended facility was
59.3
134.6
58.1
131.9
46.4
76.3
45.4
74.7
secured at competitive market rates, on substantially similar terms as the
previous facility, giving the Group significant headroom and flexibility to
pursue the Group’s growth strategy.
At 30 September 2021, the £300m consideration required to complete
the Dennis acquisition had been drawn and held in cash in readiness for
completion on 1 October 2021.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 57
Financial Review Net adjusted finance costs increased to £7.5m (FY 2020: £2.5m) which
includes external interest payable of £5.1m reflecting the drawdown
Cash flow and net debt
Net debt at 30 September 2021 was £176.3m (FY 2020: £62.1m)
of the RCF to fund the GoCo acquisition and £1.7m in respect of the
reflecting additional debt drawn to fund the acquisition of GoCo, offset
amortisation of bank loan arrangement fees relating to the Group’s bank
by strong cash generation. Net debt on 1 October 2021 was around
facilities.
£476m, following completion of the Dennis acquisition.
Leverage at 30 September 2021 was 0.8 times (FY 2020: 0.6 times).
During the year, there was a cash inflow from operations of £197.2m
Following completion of the Dennis acquisition on 1 October 2021 (and
(FY 2020: £91.9m) reflecting the Group’s strong trading performance.
excluding other cash movements on 1 October), leverage was 1.9 times.
Adjusted operating cash inflow was £210.4m (FY 2020: £100.0m). A
reconciliation of cash generated from operations to adjusted free cash
flow is included below:
Taxation
The tax charge for the year amounted to £41.7m (FY 2020: £7.7m),
comprising a current tax charge of £30.2m (FY 2020: £9.8m) and a
deferred tax charge of £11.5m (FY 2020: £2.1m credit). The current tax
charge arises in the UK where the standard rate of corporation tax is 19%
Cash generated from operations
and in the US where the Group pays a blended Federal and State tax rate
Cash flows related to exceptional items
FY2021
£m
FY2020
£m
197.2
22.7
91.9
8.0
(3.4)
4.0
of £28%.
The Group's adjusted effective tax rate is 20.3% (FY 2020: 19.8%),
which includes a credit of £1.1m arising on the part release of a provision
recognised for uncertain tax positions on the basis that certain tax risks
are now considered less likely to crystallise.
The Group's statutory effective tax rate is 39% (FY 2020: 15%) with
the difference between the statutory rate and adjusted effective rates
attributable primarily to the impact of the UK tax rate increase (from 19%
to 25%) impacting deferred taxes and certain exceptional items not being
(Increase)/decrease in accrual for employer's taxes on
share-based payments
Lease payments following adoption of IFRS 16 Leases
(6.1)
(3.9)
Adjusted operating cash inflow
Cash flows related to capital expenditure
Adjusted free cash flow
210.4
100.0
(11.1)
(4.0)
199.3
96.0
deductible for tax purposes.
Adjusted free cash flow
In the UK Budget of 3 March 2021, it was announced that the main
corporation tax rate will increase from 19% to 25% with effect from 1
April 2023. This change was substantively enacted on 24 May 2021 and
as a result the relevant deferred tax balances have been re-measured.
The overall impact of the re-measurement has been an increase in the
Group’s deferred tax liabilities of £15.6m.
The Group’s deferred tax liability increased £67.8m to £70.3m (FY
2020: £2.5m) mainly as a result of the deferred tax liabilities recognised in
respect of the acquisition of GoCo (£60.7m) and as a result of the UK tax
rate change detailed above.
£200.0
£180.0
£160.0
£140.0
m
£
£120.0
£100.0
£80.0
£60.0
£40.0
£20.0
£0.0
£199.3m
£96.0m
£53.7m
£15.3m
£17.4
£4.6m
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020 FY 2021
Dividend
The Board is recommending a final dividend of 2.8p per share for the
Other significant movements in cash flows include £11.1m (FY
year ended 30 September 2021, payable on 9 February 2022 to all
2020: £4.0m) of capital expenditure, net drawdown of bank loans
shareholders on the register at close of business on 14 January 2022.
and overdraft (net of repayments and arrangement fees) of £334.8m
Balance sheet
Property, plant and equipment increased by £26.5m to £47.4m in the
partly to fund the acquisition of Dennis on 1 October 2021 (FY 2020: net
repayment of £75.7m), payments of £169.3m (FY 2020: £75.7m inclusive
of payments for disposals) for acquisitions, lease payments of £6.1m (FY
year (FY 2020: £20.9m) reflecting the acquisition of GoCo (£4.7m) and in
2020: £3.9m), the cost of share issue as part consideration for the GoCo
year right of use asset acquisitions (£33.9m) offset by depreciation and
acquisition of £0.7m (FY 2020: proceeds from the issue of shares (net of
impairment of £16.7m.
costs of share issue) of £101.0m), and the acquisition of own shares of
Intangible assets increased by £661.1m to £1,154.7m (FY 2020: £493.6m)
£4.9m (FY 2020: £8.5m) to satisfy share awards vesting both in the year
mainly reflecting the in-year acquisitions of GoCo, Marie Claire US, Mozo
and in future years. The Group paid a dividend in the year of £1.6m (FY
and CinemaBlend (£721.4m) and capitalisation of website development
2020: £1.0m). Foreign exchange and other movements accounted for
costs (£7.4m) offset by amortisation (£48.7m) and the impairment of
the balance of cash flows.
LAMB intangibles (£8.8m) and the impact of FX (£10.2m).
Adjusted free cash flow increased to £199.3m (FY 2020: £96.0m),
Trade and other receivables increased by £25.6m to £98.0m (FY
representing 102% of adjusted operating profit (FY 2020: 103%),
2020; £72.4m) primarily driven by the acquisition of GoCo (£32.6m on
reflecting the ongoing efficient cash management by the Group.
acquisition) offset by reduction in aged debt.
Trade and other payables increased by £24.6m to £140.8m (FY
2020; £116.2m) primarily driven by the acquisition of GoCo (£27.3m on
acquisition).
Going concern
As part of the year-end process and as required by the Companies
Act, Listing Rules and IAS 1 Presentation of Financial Statements, the
58 / FUTURE PLC
Financial Review Directors have undertaken a going concern review. This included
reviewing the Group’s forecasts and projections, and assessing the
Alternative performance measures
Alternative performance measures (APMs) are used by the Board
headroom on the Group’s combined multicurrency Revolving Credit
to assess the Group’s performance, providing additional useful
Facility (“RCF”) of £400m and term loan of £200m (which following
information for shareholders on the underlying performance of the
the Dennis acquisition on 1 October 2021 was over £120m) and banking
Group. These measures are not defined by IFRS and are not intended to
covenants after applying several severe but plausible downside
be a substitute for IFRS measures.
scenarios to those projections as part of the assessment made for the
The Group presents adjusted operating profit and EPS, which are
Viability Statement, provided on page 65.
calculated as the statutory reported measures stated before charges
This assessment included various individual and combined scenarios
relating to share-based payments (relating to equity-settled share
none of which individually (or in combination) threaten the viability of
awards with vesting periods longer than 12 months), and associated
the Group. Even in the most extreme downside scenario modelled
social security costs, exceptional items, amortisation of intangible
the Group would be able to operate well within the level of its current
assets arising on acquisitions, and any related tax effects, including the
available debt facilities and covenants.
UK tax rate change. The prior year results are also adjusted for fair value
The Directors also note that at the year end the Group had net
movements on contingent consideration (and unwinding of associated
current assets of £234.9m (FY 2020: net current liabilities of £34.3m)
discount) and on currency option (including any related tax effects).
following the drawdown of the RCF prior to the completion of the
EPS is used as a key performance indicator for the Performance Share
Dennis acquisition on 1 October 2021. If the cash related to the Dennis
Plan. The table below reconciles the APMs to the statutory reported
acquisition is excluded then the Group would have net current liabilities
measures.
of £65.1m, primarily driven by the current portion of the new term loan
relating to the Dennis acquisition, deferred income of £7.1m and the
nature of the TI Media business acquired in the prior year where the
Conclusion
The Group has delivered another year of strong growth (both organic
profile of cash receipts from wholesalers is often ahead of payment of
and complemented by acquisitions), record profit and cash flow,
certain magazine related costs. The Group has consistently delivered
adding to our track record. The Group is well positioned to continue to
adjusted free cash flow conversion in excess of 100% and is forecast to
deliver it's strategy. The Strategic Report and the Financial Review are
generate sufficient cash flows to meet its liabilities as they fall due.
approved by the Board of Directors and signed on its behalf by:
After due consideration, the Directors have concluded that there is
a reasonable expectation that the Group has adequate resources to
continue in operational existence for at least 12 months from the date
of this report. For this reason the Directors continue to adopt the going
Penny Ladkin-Brand
concern basis in preparing the consolidated financial statements for the
Chief Financial Officer
year ended 30 September 2021.
29 November 2021
Revenue (£m)
Operating profit (£m)
Net finance income/(costs) (£m)
Profit before tax (£m)
Tax (£m)
Profit after tax (£m)
Basic earnings per share (pence)
Diluted earnings per share (pence)
Revenue (£m)
Operating profit (£m)
Net finance (costs)/income (£m)
Other expense (£m)
Profit before tax (£m)
Tax (£m)
Profit after tax (£m)
Basic earnings per share (pence)
Diluted earnings per share (pence)
Statutory
Share-based
payments
Exceptional
items
Amortisation
of acquired
intangibles
Effect of tax
rate change
606.8
115.3
(7.5)
107.8
(41.7)
66.1
59.3p
58.1p
-
14.8
-
14.8
1.5
16.3
14.6p
14.4p
-
27.4
-
27.4
(1.3)
26.1
23.5p
22.9p
-
38.3
-
38.3
(12.4)
25.9
23.2p
22.8p
-
-
-
-
15.6
15.6
14.0p
13.7p
Share-based
payments
Exceptional
items
Amortisation
of acquired
intangibles
Decrease in
fair value of
contingent
consideration
Unwinding
of discount
Fair value
loss on
currency
option
-
5.5
-
-
5.5
(1.0)
4.5
4.7p
4.6p
-
15.6
-
1.5
17.1
(2.3)
14.8
15.5p
15.2p
-
21.6
-
-
21.6
(6.7)
14.9
15.6p
15.3p
-
-
(7.6)
-
(7.6)
-
(7.6)
(7.9)p
(7.8)p
-
-
1.1
-
1.1
(0.1)
1.0
1.0p
1.0p
-
-
1.2
-
1.2
(0.2)
1.0
1.0p
1.0p
Statutory
339.6
50.7
2.8
(1.5)
52.0
(7.7)
44.3
46.4p
45.4p
FY2021
Adjusted
606.8
195.8
(7.5)
188.3
(38.3)
150.0
134.6p
131.9p
FY2020
Adjusted
339.6
93.4
(2.5)
-
90.9
(18.0)
72.9
76.3p
74.7p
ANNUAL REPORT AND ACCOUNTS FY 2021 / 59
Financial Review Risks and
uncertainties
The Board has overall responsibility for
risk management. Our robust approach
to the identification and evaluation of
key risks enables us to support the
achievement of strategic and
operational objectives and to address
the challenges, uncertainties and
opportunities Future faces.
Emerging risks
The Group operates in a number of dynamic markets and
environments and takes a forward-looking and proactive approach
to the identification and evaluation of new and emerging risks,
which are identified from current business activities, acquisitions,
integration workstreams and through developments in the wider
environment.
Climate change is not currently considered to be a principal risk,
but will be kept under review. The Group's responsibility
commitment is included in Our Future, Our Responsibility strategy
- more can be found on page 44.
Developments in 2021
• The overarching risk management framework was reviewed and
refreshed by the Executive Leadership Team (ELT), Audit and Risk
Committee and Board, which includes:
• Updates to risk policy, risk appetite statements and associated
governance processes.
Identification of risks, uncertainties and opportunities is a
• Dedicated Risk function put in place to provide specialist risk
fundamental part of strategic decision making and part of
management advice, reporting and support.
day-to-day management of our operations across the Group.
• Formal review of principal risks to ensure commentary, controls
The Board recognises that risks, uncertainties and opportunities
and impacts are documented and understood.
are a natural consequence of operating in fast-paced and dynamic
• Risk Governance arrangements have been updated to reflect the
sectors and markets and the aim is to ensure that risk-aware
needs of the wider group.
decision making is a fundamental part of strategy - in day-to-day
• Specific FCA risk management requirements for a distinct
operations and management of the Group’s business divisions, key
approach to risk management and risk governance within
operational functions and acquisitions and integration activities.
GoCompare have been introduced, this includes:
Risk appetite
The Group’s risk appetite statements set out the nature and extent
• Risk mapping and calibration exercise to ensure the different risk
exposures within the FCA regulated entity are understood and
reflected in the Group’s principal risks and uncertainties (where
relevant).
of the risks the Group is prepared to take, retain and accept in
• Dedicated integration cross-functional workstreams in place to
pursuit of strategic objectives. Risk appetite statements may change
identify any new or emerging risks arising from acquisitions.
to reflect the Group’s strategy, business performance and to reflect
developments in both the internal and external environments.
Risk appetite statements are matters reserved for the Board and
are reviewed at least annually.
Y
G
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Risk Matrix
Personal Data
Media Market Disruption and
Changing Consumer Habit
Key Personnel
Cyber Security
Reliance on Third Party
Distribution Platforms
Digital Advertising
Market Changes
Economic &
Geo-political
Reliance on Third Party
Service Partners
Continuing
Pandemic Impact
60 / FUTURE PLC
L O W
M E D I U M
H I G H
L I K E L I H O O D
Financial Review
Three Lines of Defence
Future has adopted the three lines of defence model for the effective oversight and
support of risk management.
OVERALL ACCOUNTABILITY
THE BOARD
Renumeration
Committee
THE AUDIT AND RISK COMMITTEE
Nomination
Committee
EXECUTIVE LEADERSHIP TEAM
FIRST LINE
OF DEFENCE
SECOND LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
Executive Management Responsibility
Compliance & Risk
Operational Performance and Monitoring
Monthly Business Perfomance Reviews
Legal
DPO
Weekly and Monthly ELT Meetings
Information Security
Financial Forecasting and Management
Key Policies
t
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e
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First Line
Operational areas are responsible for
Second Line
Specialist functions provide support and
Third Line
Independent Internal Audit delivers a risk
day-to-day identification, management and
advice to operational areas in areas of risk
based programme to provide assurance on
reporting of risks. Risks, opportunities and
emerging risk are reviewed at Monthly
management and control design. Second line
functions include:
the management of key risks and the
effectiveness of the control environment.
Business Performance Reviews, Weekly and
• Compliance
monthly ELT meetings, financial budget
• Data Protection Officer
Internal Audit activities are provided by
both an in-house and an outsourced team
setting, forecasting and ongoing reviews.
• Legal
(currently Mazars).
In addition, M&A risks are identified and
• Information Security
Internal Audit reports directly to the Audit
managed through pre-acquisition Due
• Risk
and Risk Committee, which is a formal
Diligence activities, Integration planning and
This assists management in ensuring that
sub-committee of the Future plc Board.
weekly project meetings.
risks, issues and incidents are escalated and
reported throughout the organisation,
including (where appropriate) the Audit and
Risk Committee and the Board.
Second Line activities may also include
specialist technical support provided by third
parties (e.g. external legal counsel advice,
professional advisory and consulting firms).
ANNUAL REPORT AND ACCOUNTS FY 2021 / 61
Financial Review
Summary of Principal Risks
Risk movement relative to prior year
New Principal Risk
Risk
Personal data
V
Business Model link: iii, iv, vi, viii
Strategy link: 1, 3, 4
Risk
Media market disruption and
changing consumer habits
V
Business Model link: i, ii, viii
Strategy link: 1-5
Risk
Key person risk
V
Business Model link: i-viii
Strategy link: 1-5
The Group’s strategic priority is to stay relevant for
newer generations and new media models. The
Group continues to grow its organic audience and
that of its acquired websites through investment in
its editorial content.
Impact
Failure to anticipate and respond to market
disruption and changing content consumer habits
may affect demand for our products and services
and our ability to drive long-term growth.
Mitigation
The Group distributes content across all relevant
media channels with capability to access the high
growth market of VOD and social channel content
distribution in addition to extending the Group’s
capability to develop video content on owned
websites.
The Group continues to develop its partnerships
with digital app stores to maximise distribution of
its digital subscription content.
Governance oversight
The Chief Executive provides the Board with
regular updates on market and competitor
activity. You can also read more about our
Business Model in the Strategic Report on
page 14.
Risk movement
Stable
Our future success will depend upon our continued
ability to identify, hire, develop, motivate and retain
highly skilled individuals in both the UK and US, in
our senior management and technical teams.
The Group has a long standing CEO with a
successful track record in growing the profitability
of the business and maintaining its strategic
direction.
Impact
Lack of skilled, experienced and motivated people
at executive board level and throughout the wider
group may lead to an inability to deliver on strategy
and business and financial performance targets.
Mitigation
The Group has recruited several new senior roles
recently to provide additional strength and depth to
the leadership team. We have created a number of
new executive leadership roles whilst investing in
leadership across our growth portfolio of content
verticals.
Operational leadership and FCA expertise has been
expanded with the recent GoCo acquisition.
In order to attract and retain top talent and ensure
that the Group remains an attractive place to work,
appropriate reward packages including newly
launched all employee Value Creation Plan are in
place for key individuals.
Governance oversight
The Nomination Committee regularly
reviews Board succession planning and the
Board receives updates on senior talent
management programmes. You can read
more about the work of the Nomination
Committee on page 78.
Risk movement
Stable
The Group derives its revenue principally through
the marketing activities and the interaction of
customers with websites and online publications.
This includes using digital advertising, subscription
services and comparison journeys.
The Group (and the third parties it relies on) is
required to comply with strict data protection and
privacy legislation, including the General Data
Protection Regulation (GDPR), relating to the
collection and use of personal information and
places significant transparency and accountability
on the Group.
Acquisitions increase the level of personal data
risk through the increased volume and nature
of personal data processed and through legacy
systems and partners that may not operate to the
same standard as the Group and its partners.
Impact
The collection, storage and use of personal data
presents a risk of misuse, loss, compromise
or unauthorised access, which could result in
reputational damage, regulatory intervention,
financial penalties in the event of a serious breach
along with a loss of trust amongst customers and
partners.
Mitigation
Group Data Protection function in place provides
continuous monitoring of data and privacy
developments and adoption of best practice and
advice across the Group.
Content Management Platform in place for websites.
Contractual provisions to ensure compliance with
data protection legislation with third parties involved
in providing or processing data.
Data protection training and awareness programmes
are in place to ensure that colleagues across the
Group are aware of regulatory requirements in
relation to data processing and marketing activities.
Data Protection workstream included in acquisition
and integration activities.
Data Steering Committee meets regularly to review
developments.
Data Protection Roadmap in place to drive priorities
and activity within the Group.
Governance oversight
The Audit and Risk Committee regularly reviews
results of internal control reports and the Board
receives internal corporate governance and
compliance updates. You can read more about our
governance framework on page 70.
Risk movement
Stable
62 / FUTURE PLC
Financial Review Key:
Link to Future's Business Model:
Link to our vision and strategy:
Long-term viability:
i. Advertising
ii. Content publishing & licensing
iii. Events and integrated marketing
iv. Membership & Subs
v. Newstrade
vi. CRM
vii. Platform as a service
viii. Ecommerce & lead Gen
Risk
Cyber security and IT
Business Model link: i, ii, vi, vii, viii,
Strategy link: 1, 4
1. A global specialist media platform
2. Fans of brands and loyal communities
3. Diversifying monetisation
4. Leveraging our data and analytics
5. Expanding global reach
V : Risk taken into account as part of the
Company’s long-term viability assessment (see overleaf)
Mitigation:
Strong mitigation
Average mitigation
Low mitigation
Risk
Reliance on third party
distribution platforms
V
Business Model Link: i, ii, viii
Strategy link: 1-5
Risk
Digital advertising market
changes
V
Business Model Link: i, ii, viii
Strategy link: 1-5
The Group relies on resilient websites, customer
journeys and systems to provide high-quality and
relevant content and services to customers.
The Group is exposed to a variety of cyber threats
including DDoS attacks, malware and hacking that
may result in the compromise of commercial and
customer data.
The Group depends on its ability to market,
distribute and monetise content through search
engines and social media platforms. These
platforms could decide not to market or distribute
some or all of our products and services, change
their terms and conditions of use at any time and/
or significantly increase fees.
Impact
A failure to manage and mitigate cyber-related
incidents affecting datastores, tech infrastructure
and websites may lead to unavailability of
services, access to or compromise of data, which
could have reputational, financial and regulatory
consequences.
Mitigation
Continuous and proactive monitoring of the cyber
threat landscape.
In-house Information Security team.
Business continuity arrangements in place for
websites, office systems in place.
Cyber threat monitoring, detection, prevention and
response capabilities.
Best practice approach through investment and
upgrading of IT systems and processes.
Antivirus protection for all company-owned devices.
Ongoing vulnerability assessment programme in
place.
Multiple back-up facilities in different locations that
minimises any single point of failure.
Servers are distributed in diverse data centre
locations across geographic locations.
Information Security integration workstream
to ensure acquisitions are incorporated into the
Group's cyber control framework.
Bring Your Own Device and USB access controls in
place.
Staff awareness programme in place with annual
training with FAQs.
Governance oversight
The Board discusses third party distribution
platforms with specific focus on the
investment needed. You can also read more
about our Business Model and how our
business is diversified in the Strategic Report on
page 14.
Risk movement
Stable
Impact
Although the Group has not been materially
impacted by any algorithm changes to date, the
Group is not complacent.
Changes in algorithms and strategies of
tech giants could materially impact traffic and
media revenues. For instance, search engines
can make changes to their ranking algorithms,
methodologies and design layouts that could
reduce the prominence of links to websites offering
our content and negatively impact traffic.
Mitigation
Dedicated audience development team to embed
best practice within its editorial and technical
teams.
Continuous approach to create expert quality
content to meet the needs of audiences to deliver
information and advice users are searching for.
Investment in our online platforms to provide a
secure environment with strong user experience
and are committed to ensure that we adhere to
online advertising standards (IAB) and upcoming
Google Web Vitals (standards) introduction.
Considerable expertise in distributing and
monetising content across a broader group of
digital platforms with which the Group has strong
partnerships.
Diversification into B2B helps drive a direct
relationship with the end customer and the Group
continues to invest in other direct sources to drive
direct traffic.
Governance oversight
The Board discusses third party distribution
platforms with specific focus on the
investment needed. You can also read more
about our Business Model and how our
business is diversified in the Strategic Report on
page 14.
Risk movement
Stable
The Group depends on digital advertising as a key
channel to drive volume from and interaction with
its audiences. Ad propositions must be relevant to
drive engagement and optimal performance as users
shift to mobile devices and increasingly to video
consumption. The Group’s ability to compete for a
share of available advertising expenditures will be
challenged as more traditional offline and emerging
media companies continue to enter the online
advertising market.
Impact
Failure to anticipate changing customer behaviour,
developments in technology, privacy standards,
changes on targeted personalised ads and the
approach to customer acquisition by third parties
advertisers may have a negative impact on market
share, revenue and profit.
Mitigation
The Group is a premium publisher with large
market shares of highly endemic audiences, as a
consequence advertising partners are typically
endemic and work with the Group because of the
brands and audiences it has. The Group’s sales
teams are trained to sell the benefits associated with
working with the wider Group (rather than acquiring
advertising programmatically).
Continued investment in the direct sales team to
maintain and develop deep direct client contact. The
proportion of advertising directly sold to advertisers
has increased year-on-year.
Enhanced first party audience capabilities to target
Advertiser's campaigns with rich first party audience
data (a data set which continues to grow) and is
facilitated by our Aperture data platform. This allows
Advertisers to hyper target the Group’s special
interest user base and their purchase intents. This first
party data proposition is completely unaffected by
any third party cookie changes.
Continued investment in the Group’s Hybrid
technology ensures that Future delivers quality,
optimised audiences for advertisers.
Expansion of video offering including specialist
digital video production and social media distribution
enables the Group to capitalise on growing social
media and video advertising demand.
Governance oversight
The Board receives updates on innovation and
reviews digital advertising risks as part of the
corporate plan process. You can also read more
about our Business Model and our approach to
Digital Advertising in the Strategic Report on page 14.
Risk movement
Stable
continued overleaf:
ANNUAL REPORT AND ACCOUNTS FY 2021 / 63
Financial Review
Summary of Principal Risks continued
Risk
Economic &
Geo-political uncertainty
V
Business Model link: i-viii
Strategy link: 3, 5
Risk
Reliance on key third party
service providers
V
Business Model Link: ii, v, viii
Strategy link: 1, 3
Risk
Pandemic
impact continues
V
Business Model link: i-viii
Strategy link: 3, 5
Group performance could be adversely impacted
by factors beyond our control such as the economic
conditions in key markets and political uncertainty.
The macroeconomic climate and continued
uncertainty surrounding the impact of Brexit and
energy costs on the UK economy and the US
political landscape could lead to reduced consumer
spending and a related downturn in advertising.
Certain third parties are critical to the operations of
our businesses.
Key third parties include:
• Printers and paper suppliers
• Magazine wholesalers and hauliers
• Data centre and cloud service providers
• High performing technology and data science
solutions
Whilst the Group trading results overall have
proven resilient during the pandemic period to
date, there is a risk of longer term impacts on other
stakeholders such as employees, customers,
suppliers, the wider economy and consequently
the success of the Group.
The safety and wellbeing of the Group's
employees remains a high priority.
Impact
An economic downturn, fiscal policy changes or
unexpected developments linked to worsening
economic conditions may have a negative impact on
revenue and profit.
Mitigation
We continue to monitor macroeconomic
developments to ensure that the Group responds
swiftly as they materialise. The Group is diverse
geographically and continues to grow the diversity
of its revenue segments. This mitigates the impact
of political or economic stability in any particular
country or region.
The Group's diversifed revenue streams across
different sectors provides resilience to economic
shocks. In addition, the Group has focused on being
the market leader wherever possible, which should
make it more resilient in economic downturns.
Governance oversight
The Chief Executive and Chief Financial
Officer present reviews and forecasts on the
impact of the macroeconomic environment
at each Board meeting. You can also read
more about this in the Strategic Report starting on
page 24.
Risk movement
Stable
Impact
A failure of one of our critical third parties may
cause disruption to business operations, impact
our ability to deliver products and services, meet
the needs of our customers and result in financial
loss. The reputation of our businesses may be
damaged by poor performance or a regulatory
breach by critical third parties.
Mitigation
Robust continuity arrangements are in place for
disruption to key third parties.
Print options and contingency plans are regularly
assessed.
Our magazine wholesaler finances are kept under
constant review. Operational contingency plans
are in place to switch to alternative networks
should a failure occur in both wholesalers.
The Group operates multiple data centres in
order to ensure resilience in key services and
avoid unplanned downtime or service disruption.
Operational and financial due diligence is
undertaken for any new key suppliers or material
changes. Contracts, service levels and outputs are
closely managed on an on-going basis for key third
party services.
Governance oversight
The Board discusses third party distribution
platforms with specific focus on the
investment needed. You can also read more
about our Business Model and how our
business is diversified in the Strategic Report on
page 14.
Risk movement
Stable
Impact
Further lockdowns or restrictions imposed by
governments as a consequence of increasing
COVID-19 infection rates, may have a negative
effect on revenue and profit and on the wellbeing
of colleagues across the Group.
Mitigation
Work from home strategies are in place.
Robust measures in place at office locations to
ensure they are ‘Covid safe’ and comply with local
legislation and government guidance.
Offices in the US will remain closed until it is
appropriate.
Financial support offered to employees to support
increased costs of working from home and
hardship. Circa 100 of colleagues decided not
to take this payment and their payments were
diverted to the company hardship fund.
Communication continues with virtual monthly
town hall meetings, chat Q&As, listening sessions
hosted by senior business leaders along with
regular email updates.
Physical & mental wellbeing is a key priority and
we have trained over 50 Mental Health First Aiders.
Credit extended when necessary to assist and ease
pressure on partner cash flows during the recent
periods of difficulty. Supplier payments have
continued to be made in accordance with supplier
payment terms.
Governance oversight
The Board has received regular updates on the
impact of COVID-19 on our people and on the
business and the mitigations being put in place to
protect them. You can read more about this in the
Responsibility Report on pages 34 to 49.
Risk movement
Stable
64 / FUTURE PLC
Financial Review
Longer term Viability Statement
Assessing the Group’s longer term
prospects and viability
£10m in March and June 2022 and £20m per quarter thereafter with a
final bullet payment on expiry in June 2023. The Company has the ability
The Directors have based their assessment of viability on the Group’s
to request an extension to both facilities subject to lender consent. The
current strategy, which is outlined in pages 12 to 19. The Group’s prospects
RCF has two one year extension options which, if exercised, would
are assessed primarily through its annual long-term detailed planning
extend the life of the facility to July 2026. Whilst the term loan has a six
process which considers profitability, the Group’s cash flows, committed
month extension option which, if exercised, would extend the life of the
banking facilities, liquidity and forecast funding requirements over the
facility out to 30 December 2023. We have assumed for the purposes of
next three years. This exercise is completed annually and was signed off
this viability assessment that the Group will take advantage of the
by the Board in Q4 FY 2021. As part of this the Board considers the
extension option in respect of the RCF to maximise the availability of the
appropriateness of key assumptions, taking into account the external
facilities.
environment and the Group’s strategy.
The assessment period
A three-year period is used for the Group’s Viability Statement as this
The scenarios are hypothetical and purposefully severe with the aim of
creating outcomes that have the ability to threaten the viability of the
Group. The Group has multiple control measures in place to prevent and
mitigate the scenarios from taking place.
aligns with the length of the Group’s detailed plan, and this horizon most
Although each of the downside (and the combined) scenarios result in
appropriately reflects the dynamic and fast changing media environment
increased leverage they all result in headroom over the existing bank
in which the Group operates.
Assessing the Group’s viability
The viability of the Group has been assessed, taking into account the
facilities and covenants at all testing points (even where none of the
various options available to the Group in order to maintain liquidity such
as reducing any non-essential capital and operating expenditure as well
as not paying dividends are utilised).
Group’s current financial position, including external funding in place over
The results of this stress testing showed that the Group would be able to
the assessment period, and after modelling the impact of certain
withstand the impact of these scenarios occurring over the assessment
scenarios arising from the principal risks, which have the greatest
period.
potential impact on viability in that period.
The exercise undertaken indicates that the Group is extremely
A number of scenarios have been modelled, considered severe but
diversified and very resilient to a number of extreme but plausible
plausible, that encompass these identified risks. Whilst each of the risks on
downside scenarios however in order to illustrate the level of headroom,
pages 62 to 64 has a potential impact and has been considered as part of
we have separately quantified that it would require adjusted operating
the assessment, only those that represent severe but plausible scenarios
cashflow to reduce by 60% in total across FY 2022 and FY 2023 for the
were selected for modelling. None of these scenarios individually threaten
Group to breach its facility limits in June 2023 when the outstanding term
the viability of the Group. The assessment undertaken includes the impact
loan facility has to be repaid (although noting that an extension could be
of the acquisition of Dennis on 1 October 2021.
sought from the Group’s banking partners). The Directors consider such a
The scenarios have been run both individually and with 2) and 3)
large reduction to be extremely unlikely and would contradict the
combined (as the combination of all downside scenarios occurring at
Group’s underlying track record and success of the business model.
once is considered to be remote) as well as running the scenario where
the Dennis acquisition does not deliver the results that are expected
individually as well as within the downside combination scenario.
Viability Statement
Based on these severe but plausible scenarios, the Directors have a
The scenarios have been modelled using the Group’s existing £400m
reasonable expectation that the Group will continue in operation and
RCF which runs to July 2024 and the £200m term loan which amortises at
meet its liabilities as they fall due over the three-year period considered.
Scenario
Associated Principal Risk(s)
Description
1) Data security
breach
Personal data
2) Significant
Media revenue
reduction
Key person risk
Digital Advertising
Third party distribution platforms
Media market disruption and
changing consumer habits
Cyber security and IT
3) Significant
change in
external
environment
Economic and
geo-political uncertainty
Third party service providers
Pandemic impact continues
A serious data security or regulatory breach would significantly change the Group's
reputation amongst its customers and result in a material reduction in Media revenues
and additional IT costs whilst the breach is rectified. We have also assumed that the
largest monetary penalty being the higher of £17.5 million or 4% of the total annual
worldwide turnover in the preceding financial year is incured. Given the inherent
uncertainty of total quantum, this test is purposely severe as a stress test for the Group.
This scenario assumes a material reduction in eCommerce and advertising revenues
(net of direct cost reductions) compared to the three year plan of 10% per annum.
This assumes a reduction in Events, Advertising and Magazine revenues as well as
a print margin decline and extended collection days and an overseas third party
distributor going bankrupt, resulting in bad debt exposure and supply disruption.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 65
Financial Review Corporate
Governance
68 CHAIR’S
INTRODUCTION
70 GOVERNANCE
FRAMEWORK
72 BOARD OF
DIRECTORS
78 NOMINATION
COMMITTEE
82
AUDIT AND RISK
COMMITTEE
88 DIRECTORS’
REMUNERATION
REPORT
92
DIRECTORS’
REMUNERATION POLICY
100 ANNUAL REPORT ON
REMUNERATION
110 DIRECTORS' REPORT
113 DIRECTORS'
RESPONSIBILITY
STATEMENT
66 / FUTURE PLC
ANNUAL REPORT AND ACCOUNTS FY 2020 / 67
Corporate Governance Chair’s
Introduction
Richard Huntingford
Chair
Dear fellow shareholders,
The challenges raised by the ongoing global pandemic
This Corporate Governance Report for the year ended 30
continued to be a focus as the Board considered the
September 2021 outlines how the Board has ensured that
necessary steps needed to protect the businesses and
robust and appropriate governance procedures are in place
stakeholders, particularly our employees, in all our
to ensure effective, entrepreneurial and prudent
jurisdictions and you can read more about this on page 43.
management of the Company that will deliver long-term
The Code provides that a board should establish a
sustainable success for the benefit of our shareholders and
company’s purpose and values as well as its strategy and
broader stakeholders. In this report, we set out our
that its directors should lead by example and promote the
approach to corporate governance and provide detail on
desired culture.
the role of the Board of Directors, followed by a more
Our values have been in place for many years and are
detailed focus on the work of each of the three key Board
firmly embedded in the DNA of our business and all that we
committees: the Audit and Risk Committee, the
do, fostering a strong culture which, combined with our
Nomination Committee and the Remuneration Committee.
effective governance, ensures that everyone stays focused
As explained on page 34 a Responsibility Committee has
on delivering our strategy, whilst staying true to who we are.
just been formed and next year we will also be reporting on
The Board has a key focus on monitoring the culture
the work of this Committee. Together, these Committee
throughout the Group, and ensuring that the necessary
reports give a clear insight into how we manage corporate
resources are in place to allow our people to shine.
governance principles and processes within the Group.
Following the acquisition of GoCo Group plc (GoCo), the
Strategy, culture and people
The Board’s annual work programme allows the Directors
Board and Board Committees have also focused on
ensuring that regulatory compliance is embedded into our
culture.
to maintain oversight and governance of all aspects of the
The Board is kept up-to-date on key issues regarding
Group’s business and to play an active role in debating and
employees by the inclusion in Board packs of an HR
examining forward-looking strategy and overseeing the
Dashboard, with the Chief People Officer attending Board
management of the business. Directors work closely with
meetings to discuss matters relating to people and culture.
the executive management team, offering support and
The main focus of the people and culture team this year has
robust challenge as appropriate.
been ensuring that those who have joined the Future family
“Robust and appropriate governance procedures are in
place to ensure effective, entrepreneurial and prudent
management of the Company that will deliver the
long-term sustainable success for the benefit of our
shareholders and broader stakeholders.”
68 / FUTURE PLC
Chair’s Introduction as a result of recent acquisitions are fully aligned with the
culture of the Company whilst also the ensuring the overall
welfare of our employees throughout the global pandemic,
particularly focusing on mental wellbeing and you can read
more about this work on page 43.
Whilst the pandemic-related restrictions prevented the
Board from visiting our overseas operations during the year,
Directors were delighted to be able to spend time in our
Bath and Newport sites meeting our colleagues, as well as
those in our London offices, both informally and as part of
formal Board business. The Board is satisfied that the
approach towards engagement with the workforce
described in the Responsibility Report on pages 34 to 49 is
robust.
Board changes during the year
The Board was strengthened during the year by two new
appointments. Firstly, Mark Brooker was appointed as an
independent Non-Executive Director on 1 October 2020 to
bring further board level public listed company experience,
together with platform-based expertise and a successful
track record across a variety of operational, strategic and
financial roles.
Secondly, following completion of the GoCo acquisition,
Angela Seymour-Jackson was appointed as an independent
Non-Executive Director on 22 February 2021 having
previously served as an independent Non-Executive
Director on the GoCo board. Angela has extensive
AGM
The pandemic restrictions unfortunately prevented us
holding our usual AGM gathering this year so I very much
hope that we will be able to meet shareholders again in
person at our 2022 AGM in February. You can read more
about our plans for the AGM later in this report and in the
notice of meeting on page 174, and I look forward to seeing
as many of you there as possible.
Richard Huntingford
Chair of the Board
Compliance with the 2018 Code
An explanation of how the Company has complied with
the 2018 UK Corporate Governance Code (the Code is
available at www.frc.org.uk), including how it has applied
the principles contained therein, is set out within this Corporate
Governance Report, the Strategic Report and the Directors’
experience gained from a multitude of industries and
Report. In particular, the following pages will be most relevant
sectors, including the insurance market.
in enabling shareholders to evaluate how these principles have
Rachel Addison stood down from her position as Chief
been applied::
Financial Officer (CFO) with effect from 31 October 2021. As a
result of the ongoing succession planning work undertaken
by the Board, the natural succession candidate to Rachel
Addison was the internal appointment of Penny Ladkin-
Brand as the new CFO. Penny served as the Chief Strategy
Officer from June 2020, having previously served as CFO
from 2015. A detailed and thorough interview process was
undertaken before Penny Ladkin-Brand was appointed.
Further details on the process and Penny’s background are
BOARD LEADERSHIP
AND COMPANY PURPOSE.........................................................Pages 12, 35
DIVISION OF RESPONSIBILITIES ................................................ Page 70
COMPOSITION, SUCCESSION
AND EVALUATION ................................................................................Pages 75, 78
set out in the Nomination Committee Report on page 78.
AUDIT, RISK AND INTERNAL CONTROL ...........................Page 82
Succession planning remains an ongoing focus for the
Board and Nomination Committee. Our goal is the
development of a diverse pipeline of talented and
experienced people supporting the Board and our Executive
Leadership Team ( ELT) and you can read more about this on
page 80.
Stakeholders
Consideration of the Group’s full range of stakeholders,
including our people, investors, audience, strategic partners,
and suppliers, continued to be an integral part of the
Board’s discussions and decision-making. The section 172
statement on pages 50 to 53 describes how the Board took
its wider responsibilities into account, including an overview
of the Board’s engagement activities with each of our key
stakeholder groups.
REMUNERATION ..............................................................................................Page 88
The Company confirms that it has complied with the
provisions of the Code throughout the financial year,
or where it has not complied an explanation has been
provided as shown below:
Provision 5 .........................................................................................................................Page 69
Provision 15 .......................................................................................................................Page 78
Provision 20 .....................................................................................................................Page 78
Provision 36 ....................................................................................................................Page 94
Provision 38 ..................................................................................................................Page 109
Provision 41 .......................................................................................................................Page 51
ANNUAL REPORT AND ACCOUNTS FY 2021 / 69
Corporate Governance Governance Framework
Stakeholders
The owners of the Company and the other stakeholder groups to whom the Board is responsible.
Board
The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework of
effective controls. The key roles of the Board are:
• setting the strategic direction of the Group;
• overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations;
• providing entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be assessed and
managed;
• ensuring that the necessary financial and human resources are in place for the Group to meet its objectives;
• reviewing the Group’s culture supported by its values; and
• other matters reserved for the Board can be found on the website at www.futureplc.com/governance/
Chair
Chief Executive
• Primarily responsible for overall
• Responsible for executive
Senior Independent
Director
operation, leadership and
governance of the Board.
management of the Group as a
• Provides a sounding board to the
whole.
Chair.
• Leads the Board, sets the agenda
and promotes a culture of open
• Delivers strategic and commercial
• Leads the appraisal of the Chair’s
objectives within the Board’s
performance with the other
debate between Executive and
stated risk appetite.
non-Executive Directors annually.
• Builds positive relationships with
• Acts as intermediary for other
all the Group’s stakeholders.
Directors, if needed.
• Available to respond to shareholder
concerns if contact through the
normal channels is inappropriate.
Non-Executive Directors. Ensures
that there is a focus on Board
succession plans to maintain
continuity of skilled resource.
• Provides advice and acts as a
sounding board.
• Ensures effective communication
with our shareholders.
Non-Executive Directors
• Contribute to developing our strategy.
• Scrutinise and constructively challenge the performance of management in the execution of our strategy.
• Bring their diverse expertise to the Board and Board Committees.
70 / FUTURE PLC
Governance Framework Board and Board Committees meeting and attendance
Richard Huntingford
Zillah Byng-Thorne
Rachel Addison
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson3
Board1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
General
meetings2
13
13
13
13
13
13
13
13
7
4
4
-
4
4
4
4
4
2
-
-
-
5
-
5
-
5
4
-
-
-
-
5
5
5
-
2
2
2
-
-
-
-
-
-
-
1.
2.
In addition to the six Board meetings and two strategy meetings, five Board calls were held to discuss business matters that the Chair and Chief Executive decided should be considered by the
Board.
All Directors received papers for all meetings. Where Directors were unable to attend a meeting they had the opportunity to comment in advance and received a briefing on any decisions taken
The General Meeting held in January 2021 and the Annual General Meeting held in February 2021 were closed meetings with restricted attendance in line with the Government’s COVID-19 guidance.
3. Angela Seymour-Jackson was appointed to the Board on 22 February 2021.
4. In addition to the scheduled meetings, the Chair and the Non-Executive Directors meet once a year to allow discussion without executive management present. The Senior Independent Director
and the Non-Executive Directors meet once a year without the Chair present in order to appraise his performance.
Principal Board Committees
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Responsibility
Committee
• Oversees and monitors
the Company’s financial
• Reviews and recommends the
framework and policy for the
• Reviews the structure, size
and composition of the
• Develops and oversees
Future’s responsibility
statements, accounting
remuneration of the Chair, the
Board and its
strategy.
processes and audits
Executive Directors, the
Committees.
(internal and external).
Company Secretary and senior
• Ensures that risks are
carefully identified and
executives in alignment with
the Group’s reward principles.
• Identifies and nominates
suitable executive
candidates to be
assessed, and that sound
• Considers the business
appointed to the Board
systems of risk
strategy of the Group and how
and reviews the talent
management and internal
the remuneration policy
pool.
control are in place.
reflects and supports that.
• Review progress against
priorities and objectives,
across the responsibility
strategy.
• Considers Future’s
position on relevant,
emerging sustainability
• Considers wider elements
issues .
• Reviews matters relating
• Reviews workforce
of succession planning
to fraud and
remuneration and related
whistleblowing reports
policies and alignment of
below Board level,
including diversity.
received.
incentives and rewards with
culture, to help inform
setting of Directors’
remuneration policy.
• Consults with shareholders on
the remuneration policy.
SEE PAGE 82 FOR
MORE INFORMATION
SEE PAGE 88 FOR
MORE INFORMATION
SEE PAGE 78 FOR
MORE INFORMATION
SEE PAGE 44 FOR
MORE INFORMATION
Executive Leadership Team
Considers Group-wide initiatives and priorities. Reviews the implementation of operational plans. Reviews changes to policies and
procedures and facilitates the discussion of the development of new projects. Reviews and prioritises principal risks.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 71
Corporate Governance Board of Directors
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
Richard Huntingford
POSITION: Independent Non-Executive Chair NATIONALITY: British
APPOINTED: December 2017 and as Chair in February 2018
Key skills and experience:
• Provides strong leadership of the
Board in fulfilling its role of overseeing
the development and delivery of
Company strategy
• Ensures healthy debate and appropriate
support for, and challenge of, executive
management in their delivery of strategy
by Non-Executive Directors
• Provides leadership in stakeholder relations
External appointments:
Non-Executive Director and Chair of
Unite Group plc and Non-Executive
Director of JPMorgan Mid Cap Investment
Trust plc. Richard had a 20-year career at
Chrysalis plc and was CEO from 2000 to
2007, following which he was Chair of
Virgin Radio until its sale in 2008. More
recently, he has been Non-Executive Chair
of Wireless Group plc (formerly UTV
Media plc) from 2012 to 2016, Non-
Executive Director and Chair of Creston
plc from 2011 to 2016 and Non-Executive
Director of The Bankers Investment Trust
plc from 2018 to 2021.
Education:
Richard is a chartered accountant (FCA),
having qualified with KPMG.
Zillah Byng-Thorne
POSITION: Chief Executive NATIONALITY: British APPOINTED: November 2013 and as Chief Executive in April 2014
Key skills and experience:
• Has a strong track record in developing
and delivering against successful
strategy
• Focus on driving operational excellence
• Is a proven people manager, identifying
and developing talent at senior level
External appointments:
Non-Executive Director of Flutter
Entertainment plc and THG Holdings plc.
She was Chief Financial Officer of Trader
Media Group (owner of Auto Trader) from
2009 to 2012, and interim Chief Executive
Officer from 2012 to 2013. Before this,
Zillah was Commercial Director and
Chief Financial Officer at Fitness First
Limited and Chief Financial Officer of the
Thresher Group.
Education:
Zillah is a chartered management
accountant (CIMA) and qualified treasurer
(ACT). She has an MA in Management
from Glasgow University and an MSc in
Behavioural Change from Henley
Business School.
Penny Ladkin-Brand
POSITION: Chief Financial Officer NATIONALITY: British APPOINTED: October 2021
Key skills and experience:
• Strong financial and commercial
expertise
• Considerable experience of digital
disruption and transformation
External appointments:
Penny is Non-Executive Chair of Next
Fifteen Communications plc, a
Non-Executive Director of Auction
Technology Group plc and a Trustee of
The Media Trust. As noted in the
Nomination Committee report on page
78, Penny will be reducing the number of
her external directorships within one year
of her appointment as CFO.
Prior to joining Future, Penny was
previously Commercial Director at
AutoTrader Group plc.
Education:
Penny is a chartered accountant and
holds a BA in Classics from Oxford
University.
Meredith Amdur
POSITION: Independent Non-Executive Director NATIONALITY: American APPOINTED: February 2020
Key skills and experience:
• Editorial and publishing content
• Digital
• Technology platforms
• Advertising and brands
External appointments:
Currently Chief Executive Officer of
Rhetorik, a leading data supplier to
technology vendors. Previously President
and CEO of Wanted Technologies, a
Canadian listed recruitment data analytics
provider, and has held executive roles
with Microsoft, Deloitte and DirecTV.
Education:
Meredith holds a BA from the University
of North Carolina in International Studies,
an MSc from the London School of
Economics in Politics and an MBA in
Business Administration and
Management from Cornell University.
72 / FUTURE PLC
Board of Directors
Mark Brooker
POSITION: Independent Non-Executive Director NATIONALITY: British APPOINTED: October 2020
Key skills and experience:
• Board roles in public companies
• UK and International consumer and B2B
businesses
• Digital platforms
External appointments:
Non-Executive Director at Paysafe Ltd
(NYSE listed) and Equiniti Group plc (until
December 2021). Previously Chief
Operating Officer of Trainline (formerly
thetrainline.com) with responsibility for
the UK and International consumer and
B2B businesses. Prior to this he was COO
at Betfair having previously spent 17 years
in investment banking advising UK
companies on equity capital raising and
M&A, latterly as a Managing Director at
Morgan Stanley.
Education:
Mark holds a Master’s degree in
Engineering, Economics and Management
from Oxford University.
Hugo Drayton
POSITION: Senior Independent Non-Executive Director NATIONALITY: British APPOINTED: December 2014
Key skills and experience:
• Advertising and marketing, technology,
customer behaviour, media, executive
leadership, business development.
External appointments: Currently
Non-Executive Director of GFinity plc and
a trustee of the British Skin Foundation.
Regular contributor to trade press and
publishing conferences. CEO of the
advertising technology business Inskin
Media (2009-19). Previously CEO of Phorm,
European MD of Advertising.com and
Marketing & New Media Director and then
Group MD at The Telegraph Group,.
Chaired the British Internet Publishers’
Alliance.
Education: BA in Latin American Studies
& French from University College of
London.
Rob Hattrell
POSITION: Independent Non-Executive Director NATIONALITY: British APPOINTED: October 2018
Key skills and experience:
• Digital platforms, eCommerce and online
sales, retail and customer behaviour,
technology, business development,
executive leadership.
External appointments:
Vice President, eBay UK, where he leads
one of eBay’s strongest markets worldwide.
Previously at Tesco, Rob was most recently
responsible for the supermarket’s General
Merchandise business across the UK and
Central Europe. He has also held the
position of Partner in the global retail
practice at Accenture.
Education:
Rob graduated from Oxford University
with a degree in Geography.
Alan Newman
POSITION: Independent Non-Executive Director NATIONALITY: British APPOINTED: February 2018
Key skills and experience:
• Corporate finance, accounting and audit,
executive leadership, investor relations,
media, telecommunications and
technology, public company leadership
and governance, strategy and M&A.
External appointments:
Alan is Chief Financial and Chief Operating
Officer of Ebiquity plc and Chairman of the
Freud Museum London. He was Chief
Financial Officer of YouGov plc from 2008
to 2017 and before that was a Partner at
Ernst & Young Business Advisory Services
and at KPMG Consulting, where he worked
mainly with clients in the media,
telecommunications and technology
sectors. He previously held corporate
management roles at Pearson plc and MAI
plc (now United Business Media).
Education:
Alan is a chartered accountant and has an
MA in Modern Languages (French and
Spanish) from Cambridge University.
Angela Seymour-Jackson
POSITION: Independent Non-Executive Director NATIONALITY: British APPOINTED: February 2021
Key skills and experience:
• Strong strategic understanding.
• Extensive experience gained from a
multitude of industries and sectors,
including the insurance market.
• Relevant experience with audit and
remuneration committees.
External appointments:
Non-Executive Director of Janus
Henderson Group plc, PageGroup plc and
Trustpilot Group plc. Held executive roles
with Aegon UK, RAC Motoring Services
Limited and Aviva UK Limited, and was
Senior Advisor to Lloyds Banking Group
(insurance). Previous Non-Executive
Director roles include esure Group plc,
Rentokil Initial plc and GoCo Group plc.
Education:
Angela is a qualified marketing
professional and a member of the
Chartered Institute of Marketing. She
holds an MSc in Marketing.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 73
Corporate Governance
Board activities
Focus area
Key stakeholders
Activities
Example of some principal decisions
Link to strategic priorities
Strategy
and
operations
(see Strategic
Report starting
on page 6)
Leadership,
people and
culture
(see page 40)
Finance
(see Strategic
Report on
page 6 and
Financial
Review on
page 56)
Our people
• Applying the Board’s strategic understanding
of geopolitical and economic risks in
international markets to the Company’s
challenges and opportunities.
• Considering acquisitions and divestments as
identified and determine appropriate course.
• Monitoring the performance of the Company
against agreed strategic objectives, including
progress against acquisition synergies.
Our audience
Our commercial
partners and
suppliers
Our investors
Regulators
Our people
• Receiving an update on employee views and
Our investors
engagement.
• Ensuring the Company remains at the
forefront of developing and embedding best
practice in responsible business behaviour.
• Maintaining and enhancing Future’s culture
and values and key policies and procedures
and ensuring these are rolled out to existing
and acquired businesses.
• Reviewing whistleblowing statistics, details
of cases raised through the whistleblowing
hotline and related independent investigations.
• Continuing to monitor senior executive talent
management and development plans to
provide succession for all key positions.
Acquisition of GoCo Group plc:
The Board gave extensive consideration to
what the impact of the proposed acquisition
would be on the various stakeholder groups.
This involved an appraisal of the financial
effects of the acquisition, the operational risks
involved in its integration, optimal financing
arrangements and enhanced regulatory
compliance. In addition, the Board considered
the impact of the acquisition on the
employees of both Future and GoCompare,
particularly during the consultation process
with employees, the audience and suppliers,
as well as the potential consequences for
existing shareholders.
Development and launch of the VCP:
We continue to be a responsible employer
in our approach to our people. The Board
looked at development of the VCP, to
ensure that it reflected Future's culture,
with participation extending throughout
the company and engaged with investors
as part of this development. Once the VCP
received shareholder approval and had
been rolled out across the Group, the Board
reviewed how it had been received.
Our audience
• Reviewing and approving the Group budget.
Our commercial
partners and
suppliers
Our investors
Regulators
• Reviewing financial Key Performance
Indicators (KPIs).
• Approving full year results, half year results,
trading update, and the Annual Report.
• Reviewing the Group’s dividend policy.
• Reviewing the key risks to the Group and the
controls in place for their mitigation.
• Considering and monitoring the Group’s risk
appetite and principal risks and uncertainties.
• Approving the viability and going concern
statements.
• Reviewing and approving the tax strategy.
Financial strategy and resilience:
As part of its role in keeping funding
requirements and planned project
expenditure together with financial
headroom and cash flow under review,
the Board considered and approved the
financing arrangements in November 2020,
when it reviewed the debt facilities as part
of the GoCo acquisition, and again July
2021 when it undertook a further Amend
and Extend of the debt facilities (for more
information see page 57).
Governance
(see page
68 of the
Governance
Report)
Our people
Our commercial
partners and
suppliers
• Monitoring and reviewing the Company’s
approach to corporate governance, its key
practices and its ongoing compliance with the
2018 Code.
• Reviewing the results from the external Board
effectiveness evaluation.
• Approving updated Committees’ terms of
Our investors
reference.
Regulators
• Continuing to keep key policies updated and
monitor ongoing compliance.
• Receiving and considering feedback from
shareholder engagement.
• Reviewing and approving the Modern Slavery
statement.
Regular dialogue with investors:
The Chair, Senior Independent Director
and Chair of the Remuneration Committee
have a number of scheduled meetings with
investors over the year and have provided
feedback on that engagement to the Board
(for example on the development of the
VCP).
Following the announcement that Penny
Ladkin-Brand would be taking over as CFO,
the Chair made himself available to speak
with a number of investors.
74 / FUTURE PLC
• Diversifying our
audience
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
• Ongoing investment
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
• Ongoing investment
Governance Framework
Focus area
Key stakeholders
Activities
Example of some principal decisions
Link to strategic priorities
Strategy
and
operations
(see Strategic
Report starting
on page 6)
Our people
• Applying the Board’s strategic understanding
Acquisition of GoCo Group plc:
of geopolitical and economic risks in
The Board gave extensive consideration to
international markets to the Company’s
what the impact of the proposed acquisition
Our audience
challenges and opportunities.
• Considering acquisitions and divestments as
identified and determine appropriate course.
• Monitoring the performance of the Company
against agreed strategic objectives, including
progress against acquisition synergies.
Our commercial
partners and
suppliers
Our investors
Regulators
• Diversifying our
audience
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
Our people
• Receiving an update on employee views and
Development and launch of the VCP:
• Ongoing investment
Leadership,
people and
culture
(see page 40)
Our investors
would be on the various stakeholder groups.
This involved an appraisal of the financial
effects of the acquisition, the operational risks
involved in its integration, optimal financing
arrangements and enhanced regulatory
compliance. In addition, the Board considered
the impact of the acquisition on the
employees of both Future and GoCompare,
particularly during the consultation process
with employees, the audience and suppliers,
as well as the potential consequences for
existing shareholders.
We continue to be a responsible employer
in our approach to our people. The Board
looked at development of the VCP, to
ensure that it reflected Future's culture,
with participation extending throughout
the company and engaged with investors
as part of this development. Once the VCP
received shareholder approval and had
been rolled out across the Group, the Board
reviewed how it had been received.
engagement.
• Ensuring the Company remains at the
forefront of developing and embedding best
practice in responsible business behaviour.
• Maintaining and enhancing Future’s culture
and values and key policies and procedures
and ensuring these are rolled out to existing
and acquired businesses.
• Reviewing whistleblowing statistics, details
of cases raised through the whistleblowing
hotline and related independent investigations.
• Continuing to monitor senior executive talent
management and development plans to
provide succession for all key positions.
Our audience
• Reviewing and approving the Group budget.
Financial strategy and resilience:
• Scalable platform
Board evaluation
Formal evaluation is a valuable tool for improvement of Board
performance. Following two years of internal evaluations, the 2021
evaluation exercise was undertaken by external consultants,
Independent Audit Ltd, in accordance with the guidance provided
under the UK Corporate Governance Code.
Following the internal performance evaluation carried out in 2020,
the following main objectives were identified for 2021, together with
steps taken to address them.
Objectives for 2021
Steps taken during 2021
Utilising our skills
matrix as part of our
Board succession
planning.
• A Board skills matrix is reviewed at least
annually. This track s factors relating to
Board and Committee composition
(including diversity) and succession
planning, such as retirement by rotation
and the lapse of ‘independent’ status.
Reorganisation
of our Board
Committees and
their remits.
• The membership of the Board
Committees was reviewed during the
year with various changes made to
make the best use of respective Board
talent.
• Following the acquisition of GoCo,
the Audit Committee's terms of
reference was updated to reflect its
broader responsibilities, with the
Committee renamed the Audit and Risk
Committee.
• A new Responsibility Committee has
been created (and you can read more
about this on page 44).
• Continued
diversification of
content monetisation
• Ongoing investment
Reviewing our
stakeholder
engagement
mechanisms in
relation to the
2018 Code.
• The Board reviewed stakeholder
engagement and progress against the
commitments made in the FY 2020
Annual Report at the half year. You can
read more about this on page 50.
Our people
• Monitoring and reviewing the Company’s
Regular dialogue with investors:
• Ongoing investment
Continuing to set
and monitor our
corporate culture.
• The Board reviewed employee
engagement.
Following a tender process run by the Chair in consultation with the
Company Secretary, Independent Audit Ltd, a specialist consultancy
which undertakes no other business for the Company and has no links
with any individual Director, was appointed to undertake the 2021
Board evaluation.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 75
Finance
(see Strategic
Report on
page 6 and
Financial
Review on
page 56)
Governance
(see page
68 of the
Governance
Report)
Our commercial
Indicators (KPIs).
• Reviewing financial Key Performance
partners and
suppliers
Our investors
Regulators
• Approving full year results, half year results,
trading update, and the Annual Report.
• Reviewing the Group’s dividend policy.
• Reviewing the key risks to the Group and the
controls in place for their mitigation.
• Considering and monitoring the Group’s risk
appetite and principal risks and uncertainties.
• Approving the viability and going concern
statements.
• Reviewing and approving the tax strategy.
As part of its role in keeping funding
requirements and planned project
expenditure together with financial
headroom and cash flow under review,
the Board considered and approved the
financing arrangements in November 2020,
when it reviewed the debt facilities as part
of the GoCo acquisition, and again July
2021 when it undertook a further Amend
and Extend of the debt facilities (for more
information see page 57).
approach to corporate governance, its key
The Chair, Senior Independent Director
practices and its ongoing compliance with the
and Chair of the Remuneration Committee
Our commercial
partners and
suppliers
2018 Code.
Our investors
reference.
• Reviewing the results from the external Board
effectiveness evaluation.
• Approving updated Committees’ terms of
Regulators
• Continuing to keep key policies updated and
monitor ongoing compliance.
• Receiving and considering feedback from
shareholder engagement.
• Reviewing and approving the Modern Slavery
statement.
have a number of scheduled meetings with
investors over the year and have provided
feedback on that engagement to the Board
(for example on the development of the
VCP).
Following the announcement that Penny
Ladkin-Brand would be taking over as CFO,
the Chair made himself available to speak
with a number of investors.
Corporate Governance
The Board evaluation process
The review was conducted from July to September 2021. As part of the
Outcomes
The review noted many areas of strength of the Board and
process Independent Audit Ltd attended and observed a Board
Committees, including:
meeting, the Audit and Risk and Nomination Committee meetings and
• relationships between Non-Executive Directors and Executive
part of the Board strategy meeting, and were given access to Board
Directors were good, and interactions in the boardroom were
papers to enhance their understanding of how the Board and its
grounded in openness and trust.
Committees operate.
• A very positive boardroom atmosphere with the Chief Executive
Views were gathered using Independent Audit’s online governance
giving good insight into all aspects of the business was observed.
platform, Thinking Board. A questionnaire was tailored to Future’s
• Non-Executive Directors contributed well with their insights and
needs and covered the Board’s role, composition, dynamics,
observations, and the Chair managed the discussion well.
chairmanship and access to information. Separate Committee
A number of recommendations were made in the evaluation report which
questionnaires were used which looked in detail at all the major
were discussed by the Board for future actioning. The key
aspects of the Committees’ responsibilities.
recommendations are set out below. The agreed actions will be
The questionnaires were completed by all Board members and
implemented throughout 2022 and their impact and effectiveness will be
executives and advisors who attended the Board and/or Committees
considered as part of next year's Board evaluation exercise.
on a regular basis. Independent Audit analysed the results and
prepared a report, combining their observations with the views of
questionnaire respondents. The report was discussed with the Chair
Objectives for 2022
Steps to be taken during 2022
and the Company Secretary and no material revisions were made. It
was then distributed to the Board and Board Committees and was
discussed at the September Board and Board Committee meetings.
Independent Audit attended the September Board meeting to give an
overview of the results and answer Directors’ questions.
Continue the focus
on succession
planning and talent
development at ELT
level, together with
increased diversity
and inclusion across
the organisation,
including the Board.
The Chair will ensure that there are
regular opportunities throughout the
year, formally and informally, for Board
members to increase their interaction
with ELT members and the broader
Future leadership team. This will allow
the Board to monitor individual talent
development and the executive talent
pipeline generally as part of its internal
succession planning.
Continue to monitor
our corporate
culture and
behaviours,
including
integration and
cultural alignment
of new acquisitions.
Oversee the
introduction of
the Company’s
Responsibility
strategy and agree
how progress with
its execution should
be measured and
monitored.
Ensure the Board
maintains a deep
understanding of
the competitive
landscape, including
key stakeholders.
Individual Non-Executive Directors will,
restrictions permitting, make more site
visits, in addition to the planned Board
meetings at operational sites, in order
to hear from a wide range of voices. The
Board will monitor integration of any
new acquisitions for alignment with
our culture and will continue to ensure
that the policy, practices and behaviours
throughout the business are aligned with
the purpose, values and strategy of the
Company.
The newly formed Responsibility
Committee will monitor the setting of
Responsibility objectives and progress
against these mechanisms in relation to
the 2018 Code.
The Board will broaden the range of deep
dive discussions at Board meetings, to
include inviting subject matter experts
to brief the Board on broader landscape
topics.
76 / FUTURE PLC
Governance Framework ANNUAL REPORT AND ACCOUNTS FY 2021 / 77
Corporate Governance Nomination Committee
Members
Since
Richard Huntingford .....................2017
(Chair)
Meredith Amdur ...............................2020
Mark Brooker .......................................2020
Zillah Byng-Thorne .........................2014
Hugo Drayton .....................................2015
Rob Hattrell ...........................................2018
Alan Newman .....................................2018
Introduction from
Nomination Committee
Chair:
There were three changes to the
Board during FY 2021, with the
Nomination Committee playing an
appropriately central role in the
process.
In October 2020, Mark Brooker
was appointed as a Non-Executive
Angela Seymour-Jackson .......February 2021
Director of the Company. Mark’s appointment followed a review
The Company Secretary, or nominee, acts as secretary
which had identified the need for an additional Non-Executive
to the Committee.
Director with public company board experience and knowledge
Details of individual Directors’ attendance can be
and understanding of digital platform-based businesses. An
of the Board’s skills matrix that had taken place during FY 2020
found on page 71.
Key objective of the Nomination Committee
The Nomination Committee supports the Board in
external search process took place, led by Heidrick & Struggles,
and resulted in Mark being appointed.
In February 2021, following the completion of the GoCo Group
plc acquisition, Angela Seymour-Jackson was appointed to the
Board as a Non-Executive Director, having previously served as
Executive and Non-Executive succession planning.
an independent Non-Executive Director on the GoCo Board. In
Our key objectives as a Nomination Committee are:
addition to her price comparison website knowledge and FCA
• To make sure the Board has individuals with the
necessary range of skills and knowledge and
diversity of experiences to lead the Company.
• To ensure that it is effective in discharging its
regulatory experience, Angela has extensive experience gained
from a multitude of industries and sectors, including the
insurance market. Angela was appointed as independent Chair of
the Group’s regulated subsidiary, GoCompare.Com Limited, in
June 2021.
responsibilities and overseeing appropriately all
In October 2021, it was announced that Rachel Addison was
matters relating to corporate governance.
stepping down as Chief Financial Officer (CFO) with effect from 31
Key responsibilities
• Ensure succession plans are reviewed.
• Improve diversity on the Board and in the pipeline
for senior management roles.
• Further strengthen the senior management team.
• Ensuring that appointments to Gocompare.com
Limited are assessed in accordance with the
regulatory requirements and that appropriate
regulatory approval is obtained.
Key actions from FY2021
• Board and Committee composition
• Board succession planning
Priorities for 2022
• Monitor Board composition for alignment of relevant
skills, experience and diversity to Company strategy.
• Monitor progress on the Board Diversity Policy.
• Oversight of the ELT's development and succession
planning.
78 / FUTURE PLC
October 2021. Following a thorough succession process, the
Board selected Penny Ladkin-Brand as the new CFO. Penny
served as CFO from 2015 and was then the Chief Strategy Officer
from June 2020, overseeing the completion of various acquisitions
including GoCo. As part of the appointment process, Penny was
interviewed by all Nomination Committee members who
unanimously concluded that her extensive knowledge of the
Group’s strategy and business, together with her finance
expertise, made her a natural choice for the CFO role. In accepting
the appointment, Penny has agreed to reduce the number of her
Non-Executive board appointments, in line with Company policy.
Committee composition
As reported last year, in October 2020 we revised the structure of
our Board Committees to make the best use of our Board talent.
Following the development of the Group’s Responsibility
strategy during the year, the Nomination Committee
recommended that a new Board Committee be formed to
oversee the execution of the Responsibility strategy and to
measure its progress. As a consequence, the Responsibility
Committee was set up with effect from 1 October 2021 with Hugo
Drayton appointed as the Committee’s Chair. At the same time,
Hugo retired from his role as Chair of the Remuneration
Nomination Committee
Director induction programme example
We have a detailed Director induction programme which all new Board members participate in.
• Governance training
• Briefed on outcomes
of most recent
effectiveness
review
• Information
on the Group
budget and
strategy
• Last Annual Report
Effe ctiv e n e ss
A
c
c
o
u
n
t
a
b
ili
t
y
• Meeting senior
executives
• Meeting
with colleagues
during site visits
L
e
a
d
e
r
s
h
i
p
R elatio n s w ith
sta k e h old ers
•
• Meeting with
investors and other
key stakeholders
• Meeting with external
and internal auditors
CASE
STUDY
Mark Brooker and Angela Seymour-Jackson both joined the Board during
the year, but due to COVID-19 restrictions were not immediately able to meet
all their Board colleagues in person. We asked them about their induction
programme, in the context of the COVID-19 restrictions.
a success story over the past
locations, the ability to have
5+ years continue as the company
meaningful conversations which
What have been your
impressions of Future?
(MB) Future has a strong team of
passionate experts.
(ASJ) This is an incredibly fast
paced business with an
unrelenting focus on driving
scales.
What is the biggest
opportunity?
(MB) Growing audience in North
improvements in results but
America continues to be an area
everyone is so collegiate and
for significant value creation.
welcoming.
What do you think is the
biggest challenge?
(ASJ) I think the biggest challenge
is ensuring that the business
organisation and all our colleagues
(ASJ) The standout for me is the
opportunity to take a true podium
position in the US.
How did you find being
inducted remotely?
(ASJ) It's been remarkably efficient
allowed me to learn about the
business quickly is what really
mattered.
What have been the
challenges of not being
able to attend Board or
Committee meetings in
person?
(MB) I missed the ad hoc
conversations with colleagues that
sparks a fresh idea or explains the
subtlety of an issue that may have
otherwise been missed.
can keep up with the pace of
and I’ve honestly felt that I have
(ASJ) The biggest challenge is
growth.
got to know people quite well.
trying to ‘read the room’ and get a
(MB) For me, it's ensuring that the
(MB) As Future is much more
feel of the informal workings of the
disciplines that have made Future
about people than physical
Board, alongside the formal.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 79
Corporate Governance Committee with Mark Brooker, who had been a member of the
Remuneration Committee for 12 months, taking over as Chair of
Committee performance and effectiveness
The Committee’s performance was evaluated as part of the
that committee.
external effectiveness survey, as described on page 75. The
review was completed by all Committee members and no issues
Succession planning
The Committee, on behalf of the Board, regularly assesses the
arose.
balance of Executive and Non-Executive Directors, and the
composition of the Board in terms of skills, experience, diversity
and capacity.
Independence
During FY 2021, the Committee reviewed the balance of skills,
experience and independence of the Board. For Non-Executive
The Chief Executive and Executive Leadership Team (ELT)
Directors independence in thought and judgement is vital to
succession planning is a particular focus of the Committee. The
facilitating constructive and challenging debate in the boardroom
Committee will continue to monitor the ELT and senior
and is essential to the operational effectiveness of the Future
management talent pool to ensure that succession planning for
Board and its committees.
business-critical roles is proactively reviewed and to ensure the
The Committee is satisfied that the external commitments of
development of a diverse pipeline for succession for the Board
the Board’s Chair and members do not conflict with their duties as
and the ELT, as required by the 2018 Code.
Directors of the Company.
Following the exploratory work we undertook with Russell
After the year-end, the Committee also considered the
Reynolds in 2020, we updated the report as a small, internal
Directors proposed for election or re-election by shareholders at
NED project in 2021, covering a selection of potential outside
the AGM. Following discussion of the skills, contribution and
CEO candidates. The Committee will continue to keep a
external commitments of each Director, and in conjunction with
watching brief on the market and potential talent.
the Board performance evaluation conducted in September 2021,
Board diversity policy
Our objective of driving the benefits of a diverse Board, senior
standing for re-election (or election) at the AGM in 2022. In line
with best practice, each Committee member was excluded from
management team and wider workforce is underpinned by our
approving the proposal for their re-election (or election).
the Committee supports the proposed re-election of all Directors
strong culture of diversity and inclusion. You can read more
about the Group’s approach to diversity and inclusion on page
40. During the year under review the Board approved a
Diversity Policy which is available on our website. The Policy
ensures that it remains an effective driver of diversity in its
Richard Huntingford
broadest sense, having due regard to gender, ethnicity, social
Chair
background, skillset and breadth of experience.
Set out below are the objectives of our Board Diversity Policy
and our assessment of performance against them. These
objectives ensure that both appointments and succession
planning support developing a diverse pipeline.
Maintain at least 33% female Directors on the Board (in
accordance with the recommendations of the FTSE Women
Leaders Review (formerly the Hampton-Alexander Review).
As at the date of this report, the Board has 44% female
representation, including two Executive Directors; we have
therefore exceeded this target. Whilst the Board recognises
that an effective board with broad strategic perspective
requires diversity, ultimately the Board appoints candidates
based on merit and assesses potential Directors against
measurable, objective criteria.
Our principles for Board diversity also apply to the ELT and
senior management below this level with female
representation of 35.9%.
To have at least one Director of colour by no later than
2024 (in accordance with the recommendations of the
Parker Review).
The Committee will work closely with executive search
agencies in compiling long and shortlists of candidates from
various backgrounds and industries, including BAME (black,
Asian and minority ethnic) backgrounds when the time comes
to refresh the Board composition.
80 / FUTURE PLC
Nomination Committee ANNUAL REPORT AND ACCOUNTS FY 2021 / 81
Corporate Governance Audit and Risk Committee
Dear Shareholder,
On behalf of the Audit
and Risk Committee, I
am pleased to present
its report for the year
ended 30 September
2021. This report sets
out how the Committee
has discharged its
duties in accordance
with the UK Corporate
Members
Since
Alan Newman (Chair) ...............2018
Meredith Amdur ...........................2020
Hugo Drayton .................................2015
Angela Seymour-Jackson ....February 2021
Key objective of the Audit and Risk Committee
• To monitor the integrity of the Group’s financial reporting processes.
• To ensure that risks are carefully identified and assessed, and that
sound systems of risk management and internal control are in place.
Governance Code 2018 (the 2018 Code) and its key
activities and findings during the year.
We have continued to discuss and challenge the
assumptions and judgements made by management in
the preparation of published financial information and to
oversee the internal controls, including oversight of the
external and internal audit processes.
Key responsibilities
• Overseeing the accounting principles, policies and practices
adopted by the Group.
• Overseeing the external financial reporting and associated
announcements.
• Overseeing the appointment, independence, effectiveness and
remuneration of the Group’s External Auditor, including the
policy on the supply of non-audit services.
The Committee updated its Terms of Reference to
• Conducting a competitive tender process for the external audit when
reflect the enhanced governance requirements
required.
following the acquisition during the year under review of
GoCompare.Com Limited, an FCA regulated entity.
The Committee has an annual work plan linked to the
Group’s financial reporting cycle, which ensures that it
considers all matters delegated to it by the Board. In
addition to its annual work plan, it reviewed the specific
risk associated with the GoCo acquisition and agreed the
approach to how the internal audit should be resourced.
This year the Board undertook an externally-
facilitated review of the effectiveness of the Board and
• Reviewing the resourcing, plans and effectiveness of internal
audit, which is independent from the Group’s External Auditor.
• Ensuring the adequacy and effectiveness of the internal
control environment.
• Monitoring the Group’s risk management processes and performance.
• Ensuring that the regulatory requirements for the GoCo business are
assessed and properly managed and that appropriate regulatory
approval is obtained as appropriate.
• Ensuring the establishment and oversight of fraud prevention
arrangements and reports under the whistleblowing policy.
• Monitoring the Group’s compliance with the 2018 UK Corporate
Board Committees, including this Committee, in
Governance Code.
accordance with the requirements under the 2018 Code
• Providing advice to the Board on whether the Annual Report and
and you can read more about this on page 75.
Alan Newman
Chair of the Audit and Risk Committee
29 November 2021
“The Audit and
Risk Committee’s
primary objective
is to provide
effective financial
governance”
82 / FUTURE PLC
Accounts, when taken as a whole, is fair, balanced and understandable
and provides all the necessary information for shareholders to assess
the Company’s performance, business model and strategy.
Key actions for FY 2021
• Reviewed and challenged the application of accounting principles,
policies and practices to the annual and half year results
announcements and the Annual Report.
• Worked with PwC and Deloitte to ensure a smooth transition of
External Auditor.
• Responded to FRC request for information on the FY 2020 Annual
Report.
• Reviewed the effectiveness of internal audit and the Group’s
underlying control environment.
• Terms of reference of Committee revised to take account of the
additional responsibilities for GoCo as an FCA regulated subsidiary.
Priorities for FY 2022
• Continue to monitor legislative and regulatory changes that may
impact the work of the Committee.
• Consider the impact of proposed audit industry changes.
• Review the work of the new internal audit model that has been
deployed.
• Consider a wider range of topics for Committee training.
Audit and Risk Committee Membership and meetings
During the year, the Committee met five times and met
privately with the External Auditor. Details of individual
Directors’ attendance can be found on page 71. In addition to
• a review by the Committee of all material matters, as
reported elsewhere in this Annual Report and Accounts;
• a risk-comparison review, which assesses the consistency
of the presentation of risks, and significant judgements
the Committee members, the Chief Financial Officer (CFO),
throughout the main areas of risk disclosure in this Annual
the Group Finance Director, Group Financial Controller, the
Report and Accounts;
Risk and Compliance Director, the Internal Auditor (Mazars
LLP) and the External Auditor (Deloitte) attended parts of
these meetings by invitation. The Chair of the Board and Chief
• a review of the balance of good and bad news; and
• ensuring it correctly reflects:
• the Group’s position and performance as described on
Executive may also attend meetings. The Company Secretary
pages 56 to 59;
acts as Secretary to the Committee. The Chair of the
Committee holds regular meetings with the External and
• the Group’s business model, as described on page 14;
• the Group’s strategy, as described on pages 16 to 33.
Internal Auditors who have an opportunity to discuss matters
without management being present and also the CFO (who
On the basis of this work together with the views expressed by
has responsibility and custody of the internal audit function).
the External Auditor, the Committee recommended, and in turn
The Committee received sufficient, reliable and timely
the Board confirmed, that it could make the required statement
information from management to enable it to fulfil its
that the Annual Report is ‘fair, balanced and understandable’.
responsibilities.
The Committee also received regular updates from the Chief
The Board has confirmed that it is satisfied that Committee
Financial Officer on provisions made for litigation and the
members possess an appropriate level of independence and
Committee considered the appropriateness of the methodology
depth of financial and commercial, including sectoral,
applied.
expertise. For the financial year ended 30 September 2021,
Alan Newman was the member of the Committee determined
by the Board as having recent and relevant financial
experience.
Going concern and viability statements
The Committee reviewed the updated wording of the Group’s
Risk management
The Board has overall responsibility for determining the nature
and extent of its principal and emerging risks and the extent of
the Group’s risk appetite, and for monitoring and reviewing the
effectiveness of the Group’s systems of risk management and
internal control. Further details of the risk management
longer-term viability statement, set out on page 65. To do this,
objectives and process are on pages 60 to 61.
the Committee ensured that the model used was consistent
The principal risks and uncertainties facing the Company are
with the approved three-year plan and that scenario and
addressed in the Strategic Report and in the table on pages 62
sensitivity testing aligned clearly with the principal risks of the
to 64. The Board has delegated to the Committee the
Group. Committee members challenged the underlying
responsibility for monitoring the effectiveness of the systems of
assumptions used and reviewed the results of the detailed
risk management.
work performed. The Committee was satisfied that the
analysis supporting the viability statement had been prepared
on an appropriate basis. The Committee also reviewed the
Internal control
The Board determines the objectives and broad policies of the
going concern statement, set out on page 58 and confirmed
Group and meets regularly, when a set schedule of matters
its satisfaction with the methodology, including
appropriateness of sensitivity testing.
which are required to be brought to it for decision is discussed.
Overall management of the Group’s risk appetite, its tolerance
to risk and discussion of key aspects of execution of the Group’s
Fair, balanced and understandable
The Committee considered whether the Annual Report is ‘fair,
strategy remain the responsibility of the Board. The Board has
delegated to the Audit and Risk Committee the responsibility
balanced and understandable’, in line with the requirements
for establishing a system of internal controls appropriate to the
of the 2018 Code. The Committee members were consulted at
business environments in which the Group operates.
various stages during the drafting process and gave input to
the planning process, as well as having the opportunity to
Key elements of this system include:
review the Annual Report as a whole and discuss, prior to the
- A clearly defined organisation structure for monitoring the
November 2021 Committee meeting, any areas requiring
conduct and operations of the business.
additional clarity or better balance in the messaging.
- Clear delegation of authority throughout the Group, starting
In this respect the Committee focused on:
with the matters reserved for the Board.
• a qualitative review of disclosures and a review of
- A formal process for ensuring that key risks affecting
internal consistency throughout the Annual Report and
operations across the Group are identified and assessed on
Accounts;
a regular basis, together with the controls in place to
ANNUAL REPORT AND ACCOUNTS FY 2021 / 83
Corporate Governance
Significant financial reporting judgements
The Committee considered the following issues relating to the financial statements during the year.
These include the matters relating to risks disclosed in the external auditor’s report:
Area of focus
Reporting issue
Role of the Committee
Conclusion / Action taken
At the request of the Committee the
Group engaged third party valuations
experts to assist in the preparation
of the purchase price allocation
exercises for the acquisitions in the
year. The Committee has reviewed
detailed papers setting out the
acquisition accounting undertaken,
including purchase price allocations
and opening balance sheet fair value
assessments.
The Committee agreed with the
judgements made by management
in respect of the acquisition
accounting undertaken during the
year and the presentation in the
Group’s results for the year ended
30 September 2021.
Refer to note 28 on page 168 for
further information in respect of the
acquisition accounting undertaken
in the year.
The Committee reviewed and
challenged information provided
by management explaining the
nature and rationale for the inclusion
of these items as exceptional and
discussed them with the auditors.
Refer to note 5 on page 145 for
further information in respect of
exceptional items.
The Committee agreed with the
conclusion that these items should
be separately presented within
exceptional items, given their nature
and magnitude, and that excluding
them assists the users of the
financial statements to understand
better the results of the core
operations of the Group.
The Committee agreed with
management’s conclusion that
an impairment was required and
noted the sensitivity analysis
performed that demonstrated
that a reasonably possible change
in assumptions would not have
a material impact on the level of
impairment charge recognised.
The Committee agreed with the
level of returns provision recognised
by management, noting that a
balanced and prudent approach
had been taken in calculating the
level of the provision.
Management prepared a detailed
impairment assessment, which
concluded that an impairment of
£8.8m was required in respect of the
LAMB acquired intangible assets at
30 September 2021.
The Committee challenged the
assessment performed and the
detailed assumptions made, which
included:
* Useful life of the LAMB business of
10 years
* EBITDA margins assumed of
59% to 65%
* Discount rates applied (post-tax) of
9.5% and (pre-tax) 12.7%
Refer to note 12 on page 151 for further
information in respect of this matter.
The Committee challenged the
provision calculations prepared
by management based on the
review of relevant historic and
recent returns experience and
data. This demonstrated that the
level of provision recognised was
appropriate.
Refer to note (b) of the section
Critical judgements in applying the
Group's accounting policies on
page 141.
Acquisition
accounting
As outlined on page 19 in the Strategic
Report, the Group has completed a number
of significant acquisitions during the year.
The
classification
of exceptional
items
Due to the significant acquisition-related
activity in the year a number of items
(such as acquisition or related integration
and restructuring costs and impairment)
totalling £27.4m are considered exceptional
in nature.
Impairment
of the
intangible
assets
relating to
the Look
After My
Bills (‘LAMB’)
business
An impairment charge of £8.8m has
been recognised in the year, relating to
a write down of the brand and customer
relationship intangible assets relating
to LAMB which was acquired as part of
the GoCo acquisition, by £4.4m each
respectively, as a result of turbulence in
the UK gas and electricity market which
directly impacted the auto-switch service
offering.
Provision for
magazine
returns
Marketforce is a print distribution business.
Contracts with the newsstand wholesalers
and international distributors are on a sale
or return basis. The claims window for
which returns are permitted can extend to
as long as 12 months in respect of the export
market and therefore a provision is made
for estimated unsold copies where the date
for submitting returns claims has not yet
passed.
At 30 September 2021 the Group’s total
provision for returns was £51.2m The
provision is calculated based on the latest
sales data and, where not yet available,
on latest sales forecasts and market
experience.
The returns provision is allocated against
the receivable ledger balance for each
wholesaler / distributor, which is then
accounted for as appropriate in the balance
sheet as either a net debtor or a net creditor.
84 / FUTURE PLC
Audit and Risk Committee
mitigate those risks. Risk consideration is embedded in
significant issues identified within internal control review
decision-making processes at all levels and the most
reports are considered in detail by the Committee along with
significant risks are periodically reviewed by the Board. The
the remediation plans to resolve those issues. Progress
risk process is reviewed by the Audit and Risk Committee.
against the plan and actions from previous internal control
- The preparation and review of comprehensive annual
review reviews are monitored by the Committee throughout
budgets.
the year. Throughout FY 2021 reviews were completed on
- The monthly reporting of actual results and their review
Accounts Receivable, Payments and Payroll as well as a
against budget, forecasts and the previous year, with
review of Events Revenue which was completed upon
explanations obtained for all significant variances.
request of the Committee.
- The Finance Manual which outlines key control procedures
Looking forward to FY 2022, in reflection of the continued
and policies to apply throughout the Group. This includes
growth and complexity of the business, the Committee has
clearly defined policies and escalating authorisation levels
recently appointed an in-house Group Head of Internal Audit
for all procurement activity including capital expenditure
for Q1 FY 2022, who will assess how the function can best
and investment, with larger capital projects, acquisitions
deliver the assurance needs of the business throughout FY
and disposals requiring Board approval. This framework is
2022 and beyond.
kept under periodic review.
- A formal controls framework that defines the key controls
and the specific risk that each of these key controls is
External audit independence
The Committee is responsible for reviewing the
designed to mitigate.
independence of the Company’s External Auditor, Deloitte
- Appropriately qualified staff in our finance, legal and
LLP (Deloitte), agreeing the terms of engagement with them
human resource functions with business continuity plans to
and the scope of their audit. Deloitte has a policy of partner
ensure that all key roles have adequate cover.
rotation, which complies with regulatory standards, and, in
- A regular timetable of internal controls reviews that
addition, Deloitte has a structure of peer reviews for its
include the testing of key controls and walk-throughs of
engagements, which are aimed at ensuring that its
processes, reported to the Audit and Risk Committee.
independence is maintained.
- Regular formal meetings between the Chief Executive, the
Maintaining an independent relationship with the
CFO and senior management to discuss strategic,
Company’s External Auditor is a critical part of assessing the
operational and financial issues.
effectiveness of the audit process. European Union
The framework of internal control has continued to operate
legislation on permitted non-audit services which came into
throughout the COVID-19 pandemic.
effect from 17 June 2016, introduced a permitted non-audit
services fee cap for certain services of 70% of the average
Internal audit
The Audit & Risk Committee assesses the effectiveness of the
audit fee over a consecutive three-year period. This cap was
applicable to the Group from the financial year ended 30
Internal Audit function annually, and considers whether the
September 2020. The Committee has agreed the Group’s
level of internal audit resources is appropriate to provide the
policy on non-audit fees, and this was reviewed by the
right level of assurance over its principal risks and controls.
Committee during the year ended 30 September 2021. The
Following acquisitions in FY 2020 and 2021, revenue streams
Committee also regularly reviews the level of audit and
have further diversified and added considerable complexity
non-audit fees paid to Deloitte. The key principles of the
and scale to the business. The Committee therefore decided
that the Group had reached a scale where a dedicated Internal
policy on non-audit services are:
• The Committee has approved a list of all permitted
Audit function was appropriate and appointed Mazars LLP as
non-audit services which are allowed under UK statutory
Internal Auditor in April 2021 (who were existing internal
auditors for GoCo Group).
legislation and complies with the European Union Directive
on audit and non-audit services. These services include
The Internal Audit plan is approved by the Committee, and
audit-related services such as reviews of interim financial
Internal Audit is an agenda item at each Committee meeting.
information or any other review of financial statements
Mazars LLP presents an update on audit activities, progress of
required by law to be audited.
the audit plans and the outcomes of all audits with action
plans to address any issues. Reviews have been completed in
• The Audit and Risk Committee updated its policy to ensure
that non-audit services listed in appendix B of the FRC's
FY 2021 on areas including Fraud, Management Information
revised Ethical Standard 2019 are not offered to the
and GoCompare Revenue Completeness. The Committee has
External Auditor.
overseen that the control improvements stated within these
• Any service that is on the list, if in excess of £100,000,
reviews are being addressed by the business.
requires the approval of the Committee.
In addition to the formal Internal Audit reviews that have
During FY 2021, the External Auditor provided services in
taken place, Internal Control reviews conducted by the Group’s
relation to the Group’s interim and year end results and bank
central Finance function have continued throughout FY 2021.
covenant compliance reporting. The External Auditor has
The annual internal control review plan is approved by the
also confirmed to the Committee that they did not provide
Committee at the beginning of the financial year and any
any other non-audit and additional services and that they
ANNUAL REPORT AND ACCOUNTS FY 2021 / 85
Corporate Governance have not undertaken any work that could lead to their
objectivity and independence being compromised.
Looking forward
As well as the regular cycle of matters that the Committee
The non-audit services supplied by the External Auditor can
schedules for consideration each year, we are planning over the
be found in note 4 of the financial statements. The 70% cap is
calculated separately for each firm, meaning there is no
next 12 months to:
• Continue to monitor legislative and regulatory changes that
requirement under the FRC’s Revised Ethical Standard 2019 to
may impact the work of the Committee.
formally calculate the cap in the first three years of Deloitte’s
tenure (it will be applicable from their fourth year as auditors).
• Consider the impact of proposed audit industry changes.
• Consider a wider range of topics for Committee training.
However, as the calculation is based on Deloitte's first three
years of fees these will be closely monitored by the Committee.
The Committee’s report was approved by a Committee of the
The fees incurred for services which would have fallen within the
Board of Directors on 29 November 2021 and signed on its
70% cap had it applied totalled £42,000, representing around
behalf by:
7% of Deloitte’s audit fee for FY 2021.
The lead partner is rotated every five years. Mark Tolley was
appointed as the lead audit engagement partner in FY 2021.
Assessment of audit process
The scope of the external audit is formally documented by the
auditor. They discuss the draft audit plan with management
Alan Newman
before it is referred to the Committee which reviews its
Chair of the Audit Committee
adequacy and discusses it with management and the auditor
29 November 2021
before final approval.
In respect of the financial year ended 30 September 2021, the
Committee assessed the performance and effectiveness of the
External Auditor, as well as their independence and objectivity,
on the basis of meetings and a questionnaire-based internal
review which was completed by the Committee members and
regular attendees to the Committee. The summary of the results
of the questionnaire has been reviewed by the Committee.
Audit tender and appointment
Deloitte LLP were appointed in 2019 to succeed PwC as the
Company's auditors with effect from the start of FY 2021. As
reported in the FY 2020 Annual Report, this appointment was
made following a tender process undertaken in accordance with
the provisions of the Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of Competitive
Tender Process and Audit Committee Responsibilities) Order
2014 (Competition & Markets Authority Order), which is now in
force. A resolution to reappoint Deloitte LLP as auditors for the
year ending 30 September 2022 is being proposed to
shareholders at the Company's AGM to be held on Thursday 3
February 2022. You can read more about this in the Notice of
AGM on page 174. The Company has complied with the
provisions of the Competition and Markets Authority’s Order for
FY 2021 in respect to audit tendering and the provision of
non-audit services.
Assessment of the effectiveness
of the Committee
The Committee's effectiveness in respect of the year ended 30
September 2021 was evaluated as part of the external review
described on page 75. The key issues that were identified in the
previous year’s assessment were discussed by the Committee to
ensure these were adequately addressed and the Chair provided
an update where appropriate.
86 / FUTURE PLC
Audit and Risk Committee ANNUAL REPORT AND ACCOUNTS FY 2021 / 87
Corporate Governance Directors'
Remuneration
Report
Mark Brooker Chair of the
Remuneration Committee
Members
Mark Brooker (Chair since 1 October 2021) .....2020
Hugo Drayton (Chair until 1 October 2021) ....2015 (until 1 October 2021)
Rob Hattrell ................................................................... 2018
Angela Seymour-Jackson .............................2021 (from February 2021)
Since
Details of individual Directors’ attendance can be found on page 71.
Other Directors and executives, including the Board
Chair, the Chief Executive (CEO) and the Chief People
Officer may be invited to attend Committee meetings.
The Company Secretary, or nominee, acts as secretary
to the Committee. No individuals are involved in
decisions relating to their own remuneration.
Key objective of the Remuneration Committee
Our objective is to have a fair, equitable and
competitive total reward package that supports our
vision; and to ensure rewards are performance-based
and reinforce long-term shareholder value creation.
Key responsibilities
• Designing & implementing the remuneration policy.
• Ensuring the competitiveness of reward.
• Designing the incentive plans, including the setting
of incentive targets and overseeing all share awards.
• Setting remuneration for the Executive Directors and
Board Chair and overseeing senior executive and all
employee remuneration policies across the Group in
alignment with the Group’s reward principles.
Key actions from FY 2021
• Engaging with shareholders around proposed
Remuneration policy changes.
• Finalising the proposed remuneration policy for
2021-2024 (approved at the 2021 AGM).
• Approving awards under the VCP.
• Keeping under review the remuneration
arrangements across the Group.
• Revising our Terms of Reference.
Priorities for FY 2022
• Ensuring the policy continues to be implemented in
line with our business strategy and culture.
• Continuing to monitor remuneration practice across
Future, keeping abreast of market practice.
• Considering the potential role for responsibility
targets in our executive incentives.
Dear Shareholders,
On behalf of the Board, I am delighted to present my first
Directors’ Remuneration Report as Chair of the Remuneration
Committee, for the financial year ended 30 September 2021. I
would like to start by thanking Hugo on behalf of the
Committee, for his contribution and hard work chairing the
Committee both during the year under review and in each of the
last four years. We also welcomed Angela Seymour-Jackson to
the Committee during the year (in February 2021), following the
GoCo acquisition. Angela previously served as a Non-Executive
Director with GoCo Group plc, and I look forward to continuing
to work closely with her and Rob Hattrell going forward into FY
2022.
As in previous years, this report is split into three sections: (a)
this Annual Statement; (b) the Policy Report, setting out the
Group’s Remuneration Policy (“Policy”) for Executive and
Non-Executive Directors, as approved by shareholders at the
2021 AGM; and (c) the Implementation Report, setting out
details of Directors’ remuneration for the financial years ended
30 September 2021 and ending 30 September 2022. Although
no changes are proposed to the Policy this year, the Policy
report is included on pages 92 to 93 for ease of reference and to
provide context to the key decisions taken by the Committee
during the year under review.
The context for remuneration in FY 2021
Our performance
Despite the challenging market conditions, in part due to the
extended pandemic, Future plc delivered a strong year of
growth and significantly outperformed its targets, leading the
Board to upgrade its forecasts to shareholders during the year.
The Company’s share price responded positively, continuing the
trend of the last five years in materially outperforming the
market. We also completed the integration of TI Media as well
as the acquisition and integration of GoCo, a FCA regulated
business. With the Group now having a FCA regulated
subsidiary for the first time, we continue to hold collaborative
and transparent dialogue with our regulators, working together
to ensure we meet all prudential and conduct based regulatory
standards.
Our people
The COVID-19 pandemic continued to impact our people during
FY 2021, but the Group’s performance meant we were in a
88 / FUTURE PLC
Directors' Remuneration Report strong financial position and have not needed to lean on any
the proposed Policy amendments and welcomed the majority
available Government support schemes. We continued to
votes for the Remuneration Policy, Remuneration Report and
operate the hardship fund detailed in last year’s Remuneration
VCP. We do, however, recognise that there was a significant
Report. This is offered to all of our people to provide assistance
number of votes opposing these resolutions.
in the face of financial difficulty or unexpected bills due to the
We value stakeholder engagement when considering our
pandemic. We have introduced hybrid working, a mix of home
Remuneration Policy and its future implementation; and we
and office locations to provide added flexibility for our
consulted extensively pre- and post- the publication of the FY
colleagues' experience, reflecting the changes to the wider
2020 Annual Report. The Committee was grateful for the time
working environment as we exited from the prolonged periods
and contribution of all those shareholders who participated in
of lockdown. We continue to ensure that we meet relevant local
the consultation process, and for the broad indications of
living wage requirements as opposed to minimum wages, and
support for Future’s management team and the principles
during the year we revised and increased our threshold pay
underlying our proposals.
levels in the US. We also ensure we are compliant with our US
We also reviewed the key areas on which we received
collective bargaining agreement.
feedback (notably the above-average salary increase awarded
More generally, the Committee maintains an active role in
to the Chief Executive for FY 2021, and the maximum
monitoring pay and practices across the wider workforce. This
opportunity under the VCP), and responded to this by increasing
provides valuable input into the Committee’s decision-making
the level of in-post shareholding guidelines, introducing a
around Executive Director remuneration and, in FY 2021,
post-employment shareholding requirement, and accelerating
included:
the timeframe for reducing the CEO’s pension contribution to
align with that offered to the wider workforce. We also
• Launching the Value Creation Plan (VCP) to all employees,
re-affirmed publicly our commitment that the CEO's salary level
with awards being made in April and June, and the Future
will remain at its current level for at least two years.
plc Employee Stock Purchase Plan programme in January
We recognise that these revisions to our original proposals,
2021 to US employees. The roll-out of the VCP has been very
while generally well-received, were not considered sufficient to
well received by employees, and the Group’s outstanding
secure support from all shareholders.
performance this year helped to create real excitement
Since the AGM, both the Board Chair and the Chairs of the
about the scheme. As a result, one of the priorities identified
Remuneration Committee have held follow up meetings with
by the Committee for FY 2022 is to build on this success to
key shareholders.
ensure the VCP is recognised as a unique and valued part of
We are very mindful of the views of our shareholders and do
a total reward package; and supports talent acquisition and
not take a c.35% vote against our Remuneration Policy lightly.
retention going forward.
However, the Remuneration Committee continues to believe
• Receiving regular updates from the Group’s Chief People
that the VCP:
Officer on workforce initiatives and employees’ perspectives
• incentivises and rewards the whole Future workforce;
on the Committee’s decision-making process.
• is both fair and competitive;
• Monitoring headline ratios, such as the CEO pay ratio
• is clear and simple, maximising transparency and avoiding
(shown on page 106) and our gender pay gap (available on
unnecessary complexity;
our website). The Committee uses this data to support its
• aligns with Future’s strategy and culture;
deliberations on Future executive remuneration, but also to
• supports the long-term success of the business and the
inform its assessment of whether the Group’s reward
continued creation of sustainable long-term shareholder
principles are met. The Committee also shares this data with
value; and
the wider Board, as an input to assess progress against the
• remains the right vehicle to remunerate and retain our
Group’s long-term commitment to building a diverse,
inclusive and gender-balanced workforce; alongside other
Executives.
The Company continues to be committed to governance best
initiatives such as: the formation of a colleague Inclusion &
practice and will continue its policy of keeping all elements of
Diversity forum; development of internship programmes for
executive remuneration under review and proactively engaging
under-represented groups; and a partnership with Inclusive
with shareholders and advisory bodies to ensure it is aligned
Employers to support the delivery of a programme of
with the shareholder and employee experience. We welcome
training and education across the Group.
further input from shareholders and look forward to ongoing
engagement.
We are pleased with the continued progress made during the
year in these important areas, and look forward to further
development in the future.
Our remuneration policy
Following a detailed consultation with major investors, we
FY 2021 incentive outcomes
As a result of Future’s continued strong performance, the
Committee approved maximum annual bonus payments for
Zillah Byng-Thorne and Rachel Addison in respect of FY 2021.
This outcome is echoed by the full pay-out of the Group-wide
submitted our Policy to shareholders at the last AGM, receiving
profit pool to all other employees in December 2021. In reaching
64.24% of votes in favour. We were pleased to gain support for
this decision, the Committee considered the formulaic outcome
ANNUAL REPORT AND ACCOUNTS FY 2021 / 89
Corporate Governance against the targets set at the start of the year, the impact of
with performance assessed against Adjusted Operating Profit
acquisitions during FY 2021 and the broader underlying
targets set at the start of the year.
performance of the Group. For Zillah Byng-Thorne 50% of the
No further awards will be granted to Executive Directors
bonus earned will be paid in cash, and 50% will be deferred in
under the VCP (other than the pro-rated adjustment to Penny
Future plc shares for two years. In line with the leaver treatment
Ladkin-Brand’s VCP award mentioned above and detailed on
agreed on her stepping off the Board and leaving Future, Rachel
page 109). This plan will form the Group’s sole long-term
Addison will receive 100% of her bonus in cash. Further details
incentive for the next two years.
are included on page 106.
Rachel Addison stepped down as CFO on 31 October 2021 and
With regard to the Group’s longer-term incentives,
was treated as a good leaver for the purposes of the PSP and
performance conditions attached to Performance Share Plan
VCP. Full details of her leaver treatment are set on page 106.
(PSP) awards made on 23 November 2018 were tested to 30
Full details of our approach to executive remuneration in FY
September 2021. Over the three-year performance period, the
2022 are included on page 109.
Company’s EPS growth and share price performance (each
representing 50% of the award) significantly exceeded the
targets set at grant. Accordingly, these awards will vest in full on
Other Board changes
On 17 June 2021, Angela Seymour-Jackson was appointed as
30 November 2021, and will be subject to a mandatory two-year
Non-Executive Chair of GoCompare.Com Limited, the Group’s
holding period. Further details, including the value of these
FCA regulated subsidiary. Angela’s fee as a Non-Executive
awards, are included on page 103.
Director of Future plc is in line with the fees paid to the other
The Committee is satisfied that overall pay outcomes in
Non-Executive Directors, as disclosed on page 109, and in
respect of the year ended 30 September 2021 are appropriate
accordance with our Policy. She also earns additional annual
and reflect Future’s continued exceptional financial and
board fees of £25,000 for serving as the Non-Executive Chair of
operational performance, and the experience of all key
the GoCompare.Com Limited board.
stakeholder groups. The annual bonus outcome for the year
A new Responsibility Committee was created during the year.
reflects another strong year of profit growth, while vesting of
You can read more about the work of this committee on page
the awards granted under the PSP in November 2018 reflects
44. The Chair of this committee will receive a fee of £10,000 in
strong, longer-term over-performance and value creation for
line with the fees for our other committee chairs.
shareholders during the period. The Committee has therefore
not exercised any discretion in relation to its assessment of the
outcome of the variable pay schemes, or to overall
remuneration levels this year.
Conclusion
We are strongly committed to the principle of pay-for-
performance at Future. The introduction and roll-out of the VCP
in FY 2021 and the continued exceptional growth of the Group
Looking ahead: executive remuneration in FY 2022
have demonstrated the power of incentivising and rewarding all
No changes are proposed to the Policy this year and accordingly,
employees on the performance to which they contribute. We are
our approach to remuneration in FY 2022 will be similar to FY
grateful for shareholders’ support for this arrangement, and
2021.
look forward to the exciting prospects for growth and
As reported last year the CEO's salary will remain unchanged
diversification that each of this year’s acquisitions will deliver on
in FY 2022 and her pension benefit is being reduced to match
behalf of Future’s shareholders and other stakeholders.
the benefit of the wider workforce in two stages from 15% to 6%
The Committee will continue to monitor market
by 2022. The first reduction to 10.5% of salary took effect from
developments throughout FY 2022 and will consider how any
January 2021 with the second and final reduction to 6% of salary
emerging trends may impact Future. This will include working
taking effect from January 2022. The CEO's maximum annual
closely with the new Responsibility Committee to understand
bonus opportunity remains 200% of salary.
As described in the Governance Report on page 78, after the
any potential role for sustainability targets in our executive
incentives to drive our priorities in this area. I hope that you find
year-end Penny Ladkin-Brand took on the role of Chief Financial
this report a clear account of our decision-making process
Officer (CFO) following Rachel Addison’s decision to step down
during the year. I will be happy to answer any questions you may
from that role. Penny’s remuneration arrangements will be in
have at the upcoming AGM.
line with the prevailing Remuneration Policy and consistent with
those of her predecessor, namely a salary of £355,250; a
pension contribution aligned with that offered to Future’s UK
employees, at 6% of salary; a maximum annual bonus
opportunity of 150% of salary; and a pro-rated adjustment to
Mark Brooker
her VCP award such that Penny’s VCP award is the same as her
Chair of the Remuneration Committee
predecessor adjusted for the time period in which she is in the
29 November 2021
CFO role. Further details of Penny’s remuneration arrangements
can be found in the section regarding implementation of
remuneration policy in FY 2022 on page 109.
The annual bonus will operate on the same basis as last year,
90 / FUTURE PLC
Directors' Remuneration Report Remuneration at a glance
This table sets out a summary of how the remuneration policy will apply during FY 2022:
Remuneration element
Application of the remuneration policy
Base salary
See page 109 for more details
FY 2022 Executive Director salaries:
• CEO £575,000 (no change, fixed until 1 October 2022).
• CFO £355,250 from 1 October 2021, increasing to £362,355 (+2%) from 1 January 2022, in line with
the wider workforce.
• CEO 10.5% of salary, reducing to 6% in January 2022
• CFO 6% of salary (in line with the wider workforce)
Pensions and benefits
See page 109 for more details
In line with our commitment in the Remuneration Policy approved by shareholders at the AGM in
2021, the CEO's pension benefit will be reduced to match the benefit of the wider workforce. This
was reduced from 15% of salary to 10.5% with effect from 1 January 2021 and will be further reduced
to 6% of salary with effect from 1 January 2022 (a total reduction of 9% over the 2 year period).
There is no change to the CFO's pension (6% of salary, in line with the wider workforce).
No changes to other benefits for FY 2022.
No changes to maximum award levels of:
• CEO 200% of salary • CFO 150% of salary
Annual bonus
See page 109 for more details
To the extent earned, bonuses shall be paid: 50% in cash in November 2022; and 50% in Future shares,
deferred for a further two years.
As in previous years, the performance measures for FY 2022 are based solely on Adjusted Operating
Profit, adjusting for any material acquisitions, as required.
Value Creation Plan
See page 109 for more details
This Plan replaced the PSP, following shareholder approval:
One-off award of units rewarding employees with a percentage of any shareholder value created
over the three to five year periods commencing on 1 October 2020, above a hurdle rate of return of
10% per annum.
Units vest based on value created in terms of £ Total Shareholder Return (TSR) and are converted to
Future shares.
For Executive Directors, vested shares shall be required to be held until the fifth anniversary of the
date of grant.
Performance Share Plan
See page 109 for more details
Following approval of the VCP, no further awards will be made to existing Executive Directors under
the PSP over the life of this Policy.
2021 outcomes
Performance measure
and % payout
Threshold3
25%
Target3
50%
Maximum3
100%
Actual
% weighting
% of maximum
achieved
Annual Bonus
Adjusted Operating Profit
£114.3m
£117.2m
£131.9m
£195.8m
100%
Overall
Performance measure
PSP1
Adjusted EPS
Share price
Overall
Threshold
(19%)
Stretch
(75%)
Exceptional
(100%)
28.2p
555p
32.5p
638p
41.0p
831p
131.9p
3,574p²
50%
50%
100%
100%
100%
100%
100%
1. Representing 100% of LTIP awards granted in November 2018, vesting of which was dependent on adjusted EPS and share price performance to 30 September 2021. See page 108 for further details.
2. Based on the average share price for the 90 day period ending on the last day of FY 2021.
3. Adjustments are made to targets for material acquisitions, being those that contribute EBITDA of more than 15% of the total Group’s EBITDA for the relevant financial year. Acquisitions in the year did not
meet this threshold, therefore no adjustment to targets was made. However, the Committee reviewed the impact of all acquisitions on the outcome and concluded that, even if an adjustment had been
made performance in the year would still have warranted a full bonus payout.
This report has been prepared in accordance with the provisions of
Remuneration Report are subject to audit: the single total figure of
the Companies Act 2006, and Schedule 8 of the Large and Medium-
remuneration for Directors and accompanying notes (page 101); Scheme
sized Companies and Groups (Accounts and Reports) Regulations 2008
interests awarded during the financial year (page 103); Payments to past
(as amended). It also meets the requirements of the UK Listing
directors (page 106); Payments for loss of office (page 106); and the
Authority’s Listing Rules and the Disclosure and Transparency Rules.
statement of directors’ shareholdings and share interests (page 107).
In accordance with the Regulations, the following sections of the
The remaining sections of the report are not subject to audit.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 91
Corporate Governance Directors’ Remuneration Policy (approved in 2021)
Set out below are the key elements of our Directors’ remuneration policy applicable from 10 February 2021 when the policy
was approved by our shareholders. The full policy can be found in the Annual Report 2020 on our website.
Element
Operation
Objective & link to strategy
Max. potential value
Performance measures
Basic annual
salary
Basic annual salary is paid in 12 equal monthly instalments during the year and is reviewed annually.
When assessing the level of basic annual salary, the Committee takes into account performance,
market conditions, remuneration of equivalent roles within comparable companies, the size and scale
of the business and pay in the Group as a whole.
Benefits
Current benefits available to Executive Directors are car allowance, permanent health insurance,
healthcare and life assurance. Additional benefits may be offered if deemed appropriate.
Pension
The Company shall make a contribution up to a maximum percentage of basic annual salary.
All-employee
share plans
The Company operates a Share Incentive Plan (“SIP”) in the UK which qualifies for tax benefits.
The Committee retains discretion to allow Executive Directors to participate in the SIP on the same
terms as other employees.
Targets are set annually by the Committee, based on:
(i) financial performance against budget and, at the Committee’s discretion; (ii) individual subjective
performance targets which are determined for each Executive Director.
The Committee retains discretion to set the financial targets based on the performance during the
previous financial year and the budget for the forthcoming year, and performance of the individual
against their specific subjective performance targets.
50% of any performance-related bonus earned will be delivered by way of a deferred share award,
which will vest two years after the award date.
A payment equal to the value of dividends, which would have accrued on deferred awards, may be
made following the release of awards to participants, either in the form of cash or as additional shares.
Payments and awards in relation to the performance-related bonus are subject to malus and clawback
provisions, further details of which are included as a note to the policy table.
Salary increases shall generally reflect market conditions, performance of
the individual, new challenges or a new strategic direction for the business.
There may be occasions when the Committee needs to recognise
circumstances including, but not limited to: an individual’s development
in the role, a change in the responsibility and/or complexity of the role. In
these circumstances, the Committee may award a higher annual increase
than the average for the workforce, the rationale for which will be explained
to shareholders in the Annual Report on Remuneration.
Not applicable.
The Company shall continue to provide benefits to Executive Directors
at similar levels; where insurance cover is provided by the Company, that
cover shall be maintained at a similar level and the Company shall pay the
prevailing market rates for such cover.
Not applicable.
Total cost annually shall not exceed 15% of basic annual salary.
Pension contributions for the Chief Executive will be aligned with the
broader workforce rate by 1 January 2022.
For Directors appointed from 1 October 2019, the maximum contribution
is aligned to that offered to the majority of employees in the relevant
jurisdiction at the time of appointment (currently 6% in the UK).
Not applicable.
The maximum participation levels for all-employee share plans will be the
limits set out in UK tax legislation.
Not applicable.
To recruit, retain and motivate
individuals of high calibre, and
reflect the skills, experience
and contribution of the relevant
Director.
To ensure broad
competitiveness with market
practice.
To ensure alignment with the
wider workforce and broad
competitiveness with market
practice.
To encourage share ownership
by employees and align their
interests with those of the
shareholders.
Designed to reward delivery
of shareholder value and
implementation of the
Group’s strategy.
Performance-
related bonus
Value
Creation
Plan (VCP)
Long-term
share-based
incentive
(PSP)
92 / FUTURE PLC
One-off award of units rewarding Future employees (including Executive Directors) with a percentage of
additional shareholder value created over the next three to five years, above a hurdle.
Units vest based on value created in terms of £ Total Shareholder Return (TSR) and are converted to
Future shares.
The VCP comprises three equal tranches, based on performance measured over three periods, from
1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025. For Executive
Directors, any shares that vest will be required to be held until the fifth anniversary of grant at the earliest.
Designed to align the interests
of Future employees and
shareholders, by incentivising
the delivery of exceptional
shareholder returns over the
long-term.
Awards under the VCP are subject to malus and clawback provisions, further details of which are
included as a note to the policy table.
Subject to shareholder approval of the VCP, no further awards will be granted under the long-term share-based incentive (PSP) to
current Executive Directors during the life of this Policy. Details of the PSP, under which there are a number of awards outstanding, are
included below, for the purpose of transparency. In the event that a new Executive Director is appointed joins when the performance
Following shareholder approval of the VCP, no further awards will be granted under the long-term share-based incentive (PSP) to
period(s) of the VCP is materially completed, the Committee reserves the right to make an award under the PSP on the terms set out in
current Executive Directors during the life of this Policy. Details of the PSP, under which there are a number of awards outstanding, are
the Policy table, instead of under the VCP – see approach to recruitment remuneration section on page 91.
included below, for the purpose of transparency. In the event that a new Executive Director is appointed when the performance
period(s) of the VCP is materially completed, the Committee reserves the right to make an award under the PSP on the terms set out in
the Policy table, instead of under the VCP – see approach to recruitment remuneration section on page 97.
Annual awards of conditional shares or nil-cost options to Executive Directors.
The scheme rules allow the Committee discretion to change the performance targets and the
Committee shall be entitled to exercise its discretion to change performance criteria to the extent that
it reflects market practice and/or the Committee considers alternative performance targets to be
more appropriate to the business.
A payment equal to the value of dividends, which would have accrued on vested awards, may be made
following the release of awards to participants, either in the form of cash or as additional shares.
Awards under the PSP are subject to malus and clawback provisions, further details of which are
included as a note to the policy table.
Designed to reward delivery
of shareholder value in the
medium-to-long term.
For both the Chief Executive and Chief Financial Officer the Committee
retains discretion to vary the potential total maximum bonus, the weighting
of the variable elements and the stretch of the targets in order to incentivise
or recruit Executive Directors, provided that the total maximum potential
bonus for any one year shall not exceed 200% of basic annual salary and
that the maximum bonus shall only be payable for outperformance of
stretching targets.
Target performance will typically deliver up to 50% of maximum bonus,
with threshold performance typically paying up to 25% of maximum bonus.
The performance measures' relative weightings and targets are set annually by
the Committee. Details of the measures and their relative weightings are disclosed
annually in the Directors’ remuneration report with the targets disclosed, provided
they are not deemed to be commercially sensitive. The Committee retains discretion
to adjust the targets if events occur which lead it to conclude that they are no longer
appropriate.
The Committee also retains discretion to adjust the outcome of the performance-
related bonus for any performance measure if it considers that to be appropriate.
To the extent that performance exceeds the hurdle on a measurement date,
participants share 3.33% of the shareholder value created above the hurdle,
subject to an overall cap of £95m per tranche.
Total units awarded are 980,000 per tranche of which the CEO’s allocation
is 140,000 per tranche and the CFO’s allocation is 63,000 per tranche. The
remaining units are allocated to Future’s employees, with a small pool
reserved for future hires and promotions.
Units vest based on value created in terms of £ TSR, being the growth in Future’s market
capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share
buybacks, less share issues), over and above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30
September 2020.
Value created at each measurement date will be calculated with reference to the average
closing return index over the three months ending on that date.
To the extent that performance does not exceed the hurdle on a measurement date, the
relevant tranche will lapse in full, immediately. There will be no re-testing allowed.
The ultimate release of any shares will be subject to the Committee satisfying itself that the
recorded outcome is a fair reflection of the underlying business performance over the period.
Awards expressed as a fixed number of shares, worth up to 200% of salary
(or such lower level as determined by the Committee) for the first cycle, and
fixed at that number for the following two cycles.
Whilst the intention is to review the number of shares awarded only every
three years, the Committee would nevertheless reduce the number of shares
granted if the implied % of salary due to be awarded would exceed 2x the
initial grant values. The overall cap is therefore 400% of salary.
Performance targets are set annually by the Committee and disclosed annually in the
Directors’ Remuneration Report, provided they are not deemed to be commercially sensitive.
At the end of the three-year performance period, the Committee will assess performance
against the targets set and determine, in its absolute discretion, the overall level of
vesting of the award.
Under each measure, threshold performance will generally result in up to 25% of
maximum vesting for that element. Awards are subject to a mandatory two-year holding
period following the end of a three-year vesting period.
Directors' Remuneration Policy
Element
Operation
Objective & link to strategy
Max. potential value
Performance measures
Basic annual
salary
Basic annual salary is paid in 12 equal monthly instalments during the year and is reviewed annually.
When assessing the level of basic annual salary, the Committee takes into account performance,
market conditions, remuneration of equivalent roles within comparable companies, the size and scale
of the business and pay in the Group as a whole.
Benefits
Current benefits available to Executive Directors are car allowance, permanent health insurance,
healthcare and life assurance. Additional benefits may be offered if deemed appropriate.
Pension
The Company shall make a contribution up to a maximum percentage of basic annual salary.
All-employee
share plans
terms as other employees.
The Company operates a Share Incentive Plan (“SIP”) in the UK which qualifies for tax benefits.
The Committee retains discretion to allow Executive Directors to participate in the SIP on the same
Performance-
related bonus
Targets are set annually by the Committee, based on:
(i) financial performance against budget and, at the Committee’s discretion; (ii) individual subjective
performance targets which are determined for each Executive Director.
The Committee retains discretion to set the financial targets based on the performance during the
previous financial year and the budget for the forthcoming year, and performance of the individual
against their specific subjective performance targets.
50% of any performance-related bonus earned will be delivered by way of a deferred share award,
which will vest two years after the award date.
A payment equal to the value of dividends, which would have accrued on deferred awards, may be
made following the release of awards to participants, either in the form of cash or as additional shares.
Payments and awards in relation to the performance-related bonus are subject to malus and clawback
provisions, further details of which are included as a note to the policy table.
To recruit, retain and motivate
individuals of high calibre, and
reflect the skills, experience
and contribution of the relevant
Director.
To ensure broad
competitiveness with market
practice.
To ensure alignment with the
wider workforce and broad
competitiveness with market
practice.
To encourage share ownership
by employees and align their
interests with those of the
shareholders.
Designed to reward delivery
of shareholder value and
implementation of the
Group’s strategy.
Value
Creation
Plan (VCP)
Future shares.
One-off award of units rewarding Future employees (including Executive Directors) with a percentage of
additional shareholder value created over the next three to five years, above a hurdle.
Units vest based on value created in terms of £ Total Shareholder Return (TSR) and are converted to
The VCP comprises three equal tranches, based on performance measured over three periods, from
1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025. For Executive
Directors, any shares that vest will be required to be held until the fifth anniversary of grant at the earliest.
Awards under the VCP are subject to malus and clawback provisions, further details of which are
included as a note to the policy table.
Designed to align the interests
of Future employees and
shareholders, by incentivising
the delivery of exceptional
shareholder returns over the
long-term.
Following shareholder approval of the VCP, no further awards will be granted under the long-term share-based incentive (PSP) to
current Executive Directors during the life of this Policy. Details of the PSP, under which there are a number of awards outstanding, are
included below, for the purpose of transparency. In the event that a new Executive Director is appointed when the performance
period(s) of the VCP is materially completed, the Committee reserves the right to make an award under the PSP on the terms set out in
the Policy table, instead of under the VCP – see approach to recruitment remuneration section on page 97.
Long-term
share-based
incentive
(PSP)
Annual awards of conditional shares or nil-cost options to Executive Directors.
The scheme rules allow the Committee discretion to change the performance targets and the
Committee shall be entitled to exercise its discretion to change performance criteria to the extent that
it reflects market practice and/or the Committee considers alternative performance targets to be
more appropriate to the business.
A payment equal to the value of dividends, which would have accrued on vested awards, may be made
following the release of awards to participants, either in the form of cash or as additional shares.
Awards under the PSP are subject to malus and clawback provisions, further details of which are
included as a note to the policy table.
Designed to reward delivery
of shareholder value in the
medium-to-long term.
Salary increases shall generally reflect market conditions, performance of
the individual, new challenges or a new strategic direction for the business.
There may be occasions when the Committee needs to recognise
circumstances including, but not limited to: an individual’s development
in the role, a change in the responsibility and/or complexity of the role. In
these circumstances, the Committee may award a higher annual increase
than the average for the workforce, the rationale for which will be explained
to shareholders in the Annual Report on Remuneration.
Not applicable.
The Company shall continue to provide benefits to Executive Directors
at similar levels; where insurance cover is provided by the Company, that
cover shall be maintained at a similar level and the Company shall pay the
prevailing market rates for such cover.
Not applicable.
Total cost annually shall not exceed 15% of basic annual salary.
Pension contributions for the Chief Executive will be aligned with the
broader workforce rate by 1 January 2022.
For Directors appointed from 1 October 2019, the maximum contribution
is aligned to that offered to the majority of employees in the relevant
jurisdiction at the time of appointment (currently 6% in the UK).
Not applicable.
The maximum participation levels for all-employee share plans will be the
limits set out in UK tax legislation.
Not applicable.
For both the Chief Executive and Chief Financial Officer the Committee
retains discretion to vary the potential total maximum bonus, the weighting
of the variable elements and the stretch of the targets in order to incentivise
or recruit Executive Directors, provided that the total maximum potential
bonus for any one year shall not exceed 200% of basic annual salary and
that the maximum bonus shall only be payable for outperformance of
stretching targets.
Target performance will typically deliver up to 50% of maximum bonus,
with threshold performance typically paying up to 25% of maximum bonus.
The performance measures' relative weightings and targets are set annually by
the Committee. Details of the measures and their relative weightings are disclosed
annually in the Directors’ remuneration report with the targets disclosed, provided
they are not deemed to be commercially sensitive. The Committee retains discretion
to adjust the targets if events occur which lead it to conclude that they are no longer
appropriate.
The Committee also retains discretion to adjust the outcome of the performance-
related bonus for any performance measure if it considers that to be appropriate.
To the extent that performance exceeds the hurdle on a measurement date,
participants share 3.33% of the shareholder value created above the hurdle,
subject to an overall cap of £95m per tranche.
Total units awarded are 980,000 per tranche of which the CEO’s allocation
is 140,000 per tranche and the CFO’s allocation is 63,000 per tranche. The
remaining units are allocated to Future’s employees, with a small pool
reserved for future hires and promotions.
Units vest based on value created in terms of £ TSR, being the growth in Future’s market
capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share
buybacks, less share issues), over and above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30
September 2020.
Value created at each measurement date will be calculated with reference to the average
closing return index over the three months ending on that date.
To the extent that performance does not exceed the hurdle on a measurement date, the
relevant tranche will lapse in full, immediately. There will be no re-testing allowed.
The ultimate release of any shares will be subject to the Committee satisfying itself that the
recorded outcome is a fair reflection of the underlying business performance over the period.
Awards expressed as a fixed number of shares, worth up to 200% of salary
(or such lower level as determined by the Committee) for the first cycle, and
fixed at that number for the following two cycles.
Whilst the intention is to review the number of shares awarded only every
three years, the Committee would nevertheless reduce the number of shares
granted if the implied % of salary due to be awarded would exceed 2x the
initial grant values. The overall cap is therefore 400% of salary.
Performance targets are set annually by the Committee and disclosed annually in the
Directors’ Remuneration Report, provided they are not deemed to be commercially sensitive.
At the end of the three-year performance period, the Committee will assess performance
against the targets set and determine, in its absolute discretion, the overall level of
vesting of the award.
Under each measure, threshold performance will generally result in up to 25% of
maximum vesting for that element. Awards are subject to a mandatory two-year holding
period following the end of a three-year vesting period.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 93
Corporate Governance
Performance measure selection and approach
to target setting
Measures used under the performance-related bonus are selected
Shareholding guidelines
The Committee strongly believes in aligning the interests of Executive
Directors and shareholders. Shareholding guidelines, formalised in
annually to reflect the Group’s main short-term objectives and can
2018 and increased in 2021, require Executive Directors to acquire and
reflect both financial and non-financial priorities, as appropriate.
maintain a holding of Future shares (excluding shares that remain
The Committee considers that Adjusted Operating Profit is an
subject to performance conditions), within five years of appointment of
important and recognised measure of the Company’s performance
400% of salary in respect of the CEO and to 300% of salary in respect
that reinforces the strategic objective of profitable growth. The use of £
of the CFO. Details of the Executive Directors’ current shareholdings
TSR in the VCP is directly aligned with the interests of shareholders,
are provided in the Implementation Report on page 107.
and ensures that Executive Directors are rewarded only if they deliver
Building on feedback received as part of the shareholder
material shareholder returns over the longer-term. More generally, the
consultation programme last year, the Committee has now introduced
focus on absolute performance measures reflects the Company’s
post-employment guidelines. Executive Directors will normally be
unique business structure and lack of direct competitors, which would
expected to maintain a holding of Future shares for a period after their
make comparisons (and therefore target setting) difficult.
employment with the Company. This shareholding guideline will be
Targets applying to the performance-related bonus are reviewed
equal to the lower of an Executive Directors’ actual shareholding at the
annually, based on a number of internal and external reference points.
time of their departure and the shareholding requirement in effect at
Performance targets are set to be stretching but achievable, with
the date of their departure, with such shares to be held for a period of
regard to the particular strategic priorities and the economic
at least two years from the date of ceasing to be an Executive Director.
environment in a given year. Targets are typically not disclosed in
The specific application of this shareholding guideline will be at the
advance due to commercial sensitivity but will typically be
Committee’s discretion.
retrospectively disclosed in full, following the year-end, to the extent
that such commercial sensitivity concerns no longer apply.
Targets applying to the VCP are disclosed prospectively in the table
above. The hurdle rate of 10% per annum is considered to be between
Malus and clawback
Payments and awards under the performance-related bonus, PSP and
median and upper quartile, compared to the historical returns of
VCP are subject to malus and clawback provisions, which can be
FTSE250 constituents, with capping of the scheme requiring
applied to both vested and unvested awards. Malus and clawback
performance significantly above upper decile performance.
provisions will apply for a period of at least two years after payment or
Remuneration for other employees
All employees of the Group receive a basic annual salary, benefits,
vesting. Circumstances in which malus and clawback may be applied
include a material misstatement of the Company’s financial accounts,
fraud or gross misconduct on the part of the award-holder or an error
in calculating the award vesting outcome.
pension and annual bonus (subject to financial performance). The
Participants in the performance-related bonus, PSP and VCP are
maximum value of remuneration packages is based on the seniority
required to acknowledge their understanding and acceptance of the
and responsibilities of the relevant role. A key feature of the VCP is that
malus and clawback provisions as a pre-condition to participating in
a much broader group of employees (in comparison to the PSP) have
these plans. The Committee is satisfied that the malus and clawback
been awarded units under the plan to enable them to share in the
provisions are appropriate and enforceable.
value created for shareholders above a stretching hurdle, supporting
alignment not only with the interests of shareholders, but also
alignment of interests across the employee population.
94 / FUTURE PLC
Directors' Remuneration Policy Pay for performance scenarios
The charts below provide an illustration of the potential future reward
performance-related bonus payout of 50% of maximum. No VCP value
is shown for this scenario, reflecting the stretching £ TSR hurdle rate of
opportunities for the CEO and CFO, and the potential split between
10% per annum - which is higher than the threshold absolute TSR
the different elements of remuneration under three different
target applying to previous PSP awards (and achievement of which
performance scenarios: ‘Minimum’, ‘Target’, ‘Maximum’.
would result in £nil payout under the VCP).
Potential reward opportunities are based on Future’s remuneration
The ‘Maximum’ scenario includes fixed remuneration and full payout
policy, applied to the base salary effective 1 October 2021. The
of the performance-related bonus. The value of the VCP shown is
performance-related bonus is based on the maximum opportunities
consistent with that reported last year and is based on an accounting
set out under the remuneration policy for normal circumstances. Note
fair value assessment as at 1 October 2020, with the resulting value
that VCP awards will vest in tranches after three, four and five years
amortised over three years.
(and are thereafter subject to a holding period, bringing the total time
The Companies (Miscellaneous Reporting) Regulations 2018 require
to release to five years from grant). As the VCP is intended to replace
a fourth scenario, showing the value at maximum assuming share price
the PSP for at least three years, the values shown reflect the aggregate
growth of 50% for the purpose of long-term incentive awards. We
value of the VCP amortised over three years.
have chosen not to illustrate this scenario above since the value of the
The ‘Minimum’ scenario reflects base salary, pension and benefits
VCP is dependent on share price growth above a hurdle of 10% per
(i.e. fixed remuneration) which are the only elements of the Executive’s
annum. 50% share price growth over the maximum five-year
remuneration packages not linked to performance.
performance period equates to c.8.4% per annum growth and would
The ‘Target’ scenario reflects fixed remuneration as above, plus
generate no value to participants under this scheme.
Zillah Byng-Thorne
Penny Ladkin-Brand
)
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
4000
3000
2000
1000
0
£3,271
45.4%
35.2%
2000
1500
1000
)
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
500
£390
£1,592
42.0%
33.5%
£656
40.6%
£1,208
47.6%
£633
100.0%
52.4%
19.4%
100.0%
59.4%
24.5%
Minimum
On-target
Maximum
Minimum
On-target
Maximum
0
Fixed remuneration Performance-related bonus VCP
Fixed remuneration Performance-related bonus VCP
FY 2022 remuneration assumptions
Executive Director
Salary
Pension
Benefits
Maximum
performance-
related bonus
Amortised fair
value VCP valuation
Zillah Byng-Thorne
£575,000
10.5%, reducing to 6%
from 1 January 2022
£17,000
200%
£1,487,971
Penny Ladkin-Brand
£355,250
6.0%
£13,000
150%
£669,587
ANNUAL REPORT AND ACCOUNTS FY 2021 / 95
Corporate Governance
Policy table for Non-Executive Directors
Non-Executive Directors are not eligible to participate in any performance-related bonus, share incentive schemes or pension
arrangements. Details of the policy on fees paid to Non-Executive Directors are set out in the table below:
Element
Operation
Objective &
link to strategy
Max. potential
value
Performance
measures
Not applicable.
Fees
Non-Executive Directors’ fees are reviewed annually
and paid in 12 monthly instalments.
In addition to the base fee, additional fees are
payable for acting as Senior Independent Director
and as Chair of any of the Board’s Committees. In the
event that the Board requires the formation of an
additional Board Committee, fees for the Chair (and
where relevant, membership) of such Committee will
be determined by the Board at the time.
The fees paid to the Chair are determined by the
Committee, whilst the fees of the Non-Executive
Directors are determined by the Board.
Expenses incurred by the Chair and the Non-
Executive Directors in the performance of their duties
(including taxable travel and accommodation
benefits) may be reimbursed or paid for directly by
the Company, as appropriate.
To attract and
retain high calibre
Non-Executive
Directors with
broad commercial
and other
experience relevant
to the Company,
and reflect the
time commitment
and responsibilities
of these roles.
Non-Executive Director
fee increases are
applied in line with the
outcome of the annual
fee review and would
normally be aligned
with the increase
awarded to the
workforce.
Fees for the year
under review and for
the following year are
set out in the
Implementation
Report on page 109.
Aggregate fees paid to
Non-Executive
Directors are subject to
the limits set out in the
Articles of Association.
96 / FUTURE PLC
Directors' Remuneration Policy Approach to recruitment remuneration
External Executive Director appointment
In line with our principles on remuneration, the Committee’s objective at the time of an appointment to a new role is to weight Executive
Directors’ remuneration packages towards performance-related pay that is linked to targets set for the financial performance of the Group
against budget, and the Group’s performance against its business objectives and stated strategy. Any new Executive Director’s remuneration
package would include the same elements as those of the existing Executive Directors, as shown below:
Element of
remuneration
Approach
Maximum %
of salary
Salary
Benefits
The base salaries of new appointees will be determined by reference to
relevant market data, experience and skills of the individual, internal
relativities and their current basic salary.
The Committee may approve a higher basic annual salary for a
newly appointed Director than the outgoing Director received where it
considers it necessary in order to recruit an individual of sufficient
calibre for the role. Alternatively, where new appointees have initial
basic salaries set below market-level, any shortfall may be managed
with phased increases over a period of up to three years subject to the
individual’s development in the role.
New appointees will be eligible to receive benefits which may include
(but are not limited to) the provision of a car allowance, permanent
health insurance, healthcare and life assurance.
If the Director is required to relocate then the policy is to provide
reasonable, time-limited relocation, travel and subsistence payments
at the discretion of the Committee.
New appointees will also be eligible to participate in all-employee
share schemes, where relevant.
Pension
New appointees will receive company pension contributions or an
equivalent cash supplement aligned to that offered to the majority of
employees in the relevant jurisdiction at the time of appointment.
n/a
n/a
n/a
Performance-
related bonus
The structure described in the Policy table will apply to new
appointees with the relevant maximum being pro-rated to reflect the
proportion of employment over the year. If used, individual targets will
be tailored to the executive.
200%
Share incentive
schemes
The VCP is intended to be the primary long-term incentive
arrangement under the new Policy. New appointees will typically
receive awards on the same terms as other executives, as described in
the Policy table, taking into account the proportion of the performance
period remaining and the level of shareholder value already created
under the scheme.
In the event that a new appointee joins when the performance
period(s) of the VCP is materially completed, the Committee reserves
the right instead to make an award under the PSP on the terms set out
in the Policy table.
VCP: Individual limit of 140,000 units
per tranche, subject to aggregate
plan limit of 980,000 units per
tranche
PSP: Fixed number of shares, with a
face value of up to 400% of salary
(where used)
In determining an appropriate remuneration package, the
addition to the remuneration structure outlined in the table above. In
Remuneration Committee will take into consideration all relevant
doing so, the Committee will consider relevant factors including time
factors (including quantum, nature of remuneration and the
remaining until vesting, any performance conditions attached to these
jurisdiction from which the candidate was recruited) to ensure that
awards and the likelihood of such conditions being met. Any such
arrangements are in the best interests of both the Company and its
buy-out awards would typically be made under the existing
shareholders.
performance-related bonus, VCP or PSP schemes, although in
The Committee may make an award in respect of a new
exceptional circumstances the Committee may use the exemption
appointment to buy out incentive arrangements forfeited on leaving a
permitted within the Listing Rules. Any buy-out awards would have a
previous employer on a like-for-like basis, which may be awarded in
fair value no higher than that of the awards forfeited.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 97
Corporate Governance Internal Executive Director appointment
In cases of appointing a new Executive Director by way of internal
promotion, the Remuneration Committee and Board will be
In a leaver event, the following payments may also be made to
departing Executive Directors:
consistent with the policy for external appointees detailed above.
1. Any share-based entitlements granted to an Executive Director
Where an individual has contractual commitments made prior to their
under Company share plans will be determined based on the
promotion to Executive Director level, the Company will continue to
relevant plan rules. In certain prescribed circumstances, such as
honour these arrangements.
Non-Executive Directors
In recruiting a new Non-Executive Director, the Remuneration
death, ill-health, injury, disability, redundancy, retirement or other
circumstances at the discretion of the Committee, ‘good leaver’
status may be applied. Under the PSP, for good leavers, awards
will normally be reduced pro-rata to reflect the proportion of the
vesting period actually served and tested for performance at the
Committee will use the policy as set out in the table on page 97.
end of the original performance period. Under the VCP, for good
Service contracts and loss of office payments
Copies of Directors’ service agreements and letters of appointment are
leavers, awards in the current tranche will be prorated to the
termination date, the residual units in the current tranche together
with units in future tranches will lapse. PSP and VCP awards which
are subject to an additional holding period will typically be
available for inspection on request at the Company’s registered office.
retained and released at the end of the holding period, with
Executive Directors
Committee discretion to accelerate the release of such awards in
certain good leaver or change of control circumstances. Deferred
In summary, the contractual provisions for current Executive Directors
bonus shares will normally be retained by the Executive Director
are as follows:
Contract
provision
Notice
periods
Change of
control
Policy
Details
A Director may be
required to work
during their notice
period or be put
on garden leave.
In the event of
termination by
either the
Director or the
Company, the
Director will be
entitled to receive
six months’ salary.
Director or Company
shall be entitled to
serve six months’
notice (in Penny
Ladkin-Brand's case)
or 12 months’ notice (in
Zillah Byng-Thorne’s
case).
In the event of a
change of control, a
Director’s
appointment may be
terminated within
three months of the
change of control by
the Company, or on
one month’s notice by
the Director (to expire
no later than three
months from the date
of the change of
control).
and released in full following completion of the applicable deferral
period, with Committee discretion to accelerate the vesting of
awards in certain good leaver or change of control circumstances;
2. A bonus may be payable for the period of active service in certain
prescribed good leaver circumstances and in other circumstances
at the discretion of the Committee and subject to the achievement
of the relevant performance targets;
3. At the discretion of the Remuneration Committee, a contribution
to reasonable outplacement costs in the event of termination of
employment due to redundancy. The Committee also retains the
ability to reimburse reasonable legal costs incurred in connection
with a termination of employment; and
4. Any payment for statutory entitlements or to settle claims in
connection with a termination of any existing or future Executive
Director as necessary.
Non-Executive Directors
Contract
provision
Policy
Details
Notice
periods
Three months’
notice from either
the Company or
Director.
Appointed for a three
year term, subject to
annual re-election by
shareholders at the
Company’s AGM.
98 / FUTURE PLC
Directors' Remuneration Policy
External appointments
Executive Directors are encouraged to hold a Non-Executive role in
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback
addition to their full-time position in order to broaden their
received as part of any discussions with shareholders and consults
experience, and may retain any fees received in respect of such roles.
with shareholders on specific matters as and when appropriate.
All appointments must first be agreed by the Committee and must
As reported in last year’s Remuneration Report, the Committee
not represent a conflict to their current role. In the case of Zillah
consulted with Future’s largest shareholders to seek their views on
Byng-Thorne, it was agreed at the time of her appointment that she
the proposed changes to the Remuneration Policy, as well as
could hold three Non-Executive roles in addition to her position as
remuneration at Future more broadly, ahead of submitting its
Chief Executive. In the case of Penny Ladkin-Brand, the Committee
proposals for approval at the 2021 AGM. Following that meeting (and
has agreed that she may hold two Non-Executive roles on
in keeping with the provisions of the UK Corporate Governance
appointment, reducing to one within 12 months of appointment.
Code), the Remuneration Committee held further follow up meetings
In respect of positions at listed companies, during the financial
with Future’s 20 largest shareholders, to understand more fully their
year ended 30 September 2021, Zillah Byng-Thorne served as a
perspectives on executive remuneration at Future. The Committee is
Non-Executive Director at Flutter Entertainment plc, GoCo Group plc
grateful for the feedback it received from those investors, which
(until its acquisition by Future in February 2021) and THG Holdings plc
continues to inform the Committee’s decision-making, alongside
for which she retained total fees of £229,077 (compared to £206,830
trends and developments in corporate governance and market
in 2020). Rachel Addison did not hold any outside directorships.
practice.
Consideration of conditions elsewhere in the
Company
The Committee takes into consideration the pay and conditions of
employees across the Group when determining remuneration for
Executive Directors, although currently does not formally consult
with employees on the executive remuneration policy and
framework.
The Committee and the full Board is made aware of, and consulted
on, the Company’s Human Resources strategy and takes seriously its
obligation to have a greater degree of oversight on the operation of
fair pay policies elsewhere in the Group.
All employees receive a basic annual salary, benefits, an
entitlement to receive a bonus (subject to financial performance)
under the Group’s profit pool bonus scheme, and entitlement to
participate in the Value Creation Plan and retirement plans. The
Group operates a Share Incentive Plan and an Employee Stock
Purchase Plan in order to encourage active employee share
ownership.
The VCP offers employees of the Group the opportunity to benefit
from the value created by their efforts in delivering Future’s
ambitious strategy over the next three to five years. Under the
scheme, employees receive a number of units based on seniority,
with a small pool reserved for future joiners, and for significant
promotions during the performance period.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 99
Corporate Governance Annual Report On Remuneration
The following section provides details of how the Directors’ Remuneration Policy was
applied for the year ended 30 September 2021 and how the Committee intends to
apply the Policy in the year ending 30 September 2022.
Governance
The Committee is responsible for determining the overall
remuneration policy of the Group, and in particular:
• Determining the appropriate basic annual salaries, incentive
arrangements and terms of employment of Executive Directors
• Monitoring and reviewing the level and make-up of the
Remuneration
Report FY 2020
Remuneration
Policy FY 2020
For
(including discretionary)
59,841,021
72.53%
Against
22,663,448
27.47%
53,001,306
64.24%
29,503,129
35.76%
remuneration packages of senior managers, including bonus
schemes and share-based incentives, and ensuring that
Total votes cast
(excluding withheld votes)
82,504,469
82,504,435
remuneration policies and practices do not encourage excessive
risk-taking
• Setting the Board Chair’s remuneration
• Approving the terms of any new share-based incentive scheme for
Votes withheld
4,511,573
4,511,607
The Company published a statement on its website on 9 August 2021
any employees of the Group, subject, where appropriate, to
noting its understanding that the main reasons for the voting outcome in
shareholder approval
relation to the FY 2020 Remuneration Report were related to the CEO’s
The terms of reference of the Remuneration Committee, reviewed
salary increase, while the main concerns with the Remuneration Policy
annually, are available on the Company’s website (www.futureplc.com).
were to do with the introduction of the VCP. The Committee’s response
Advisers
to this feedback is covered in more detail in the Chair’s Statement on
page 89.
As set out in the Chair’s Statement, the Committee continues to
The Committee is informed of key developments and best practice
monitor evolving best practice on remuneration matters, and welcomes
in the field of remuneration and obtains advice from independent
dialogue with shareholders on an ongoing basis.
external consultants, when required, on individual remuneration
packages and executive remuneration practices in general.
Mercer, who were appointed as the Committee’s independent
advisor following a competitive tender process in 2018, supported the
Context for remuneration decisions
The Committee’s decision-making this year has taken into account a range
Committee until December 2020. Following the lead adviser moving
of internal and external factors, including the Group’s ongoing response
to Ellason LLP, Ellason was appointed as the independent
to COVID-19 and the experience of our stakeholders during this period.
remuneration advisor to the Committee effective 1 January 2021.
The purpose of our remuneration policy is to deliver a remuneration
Fees paid to Mercer and Ellason for services provided to the
package that:
Committee during the financial year were £33,400 and £7,263
• Attracts and retains high calibre Executive Directors and senior
respectively (2020: £27,900 to Mercer) on the basis of time and
managers in a challenging and competitive business environment
materials.
• Reduces complexity, delivering an appropriate balance between fixed
Following their appointment as remuneration consultants during
FY 2021, services provided to the Committee by Ellason have included
and variable pay for each Executive Director and the senior
management team
regulatory guidance, advice on remuneration trends and consultation
• Encourages long-term performance by setting challenging targets
support.
linked to sustainable growth
Ellason does not provide any other services to the Group or any of
• Is strongly aligned to the achievement of the Group’s objectives and
the Directors and the Committee is satisfied that Ellason remains
shareholder interests and to the delivery of sustainable value to
independent. Both Mercer and Ellason are members and signatories
shareholders
to the Remuneration Consultants’ Code of Conduct (www.
• Seeks to avoid creating excessive risks in the achievement of
remunerationconsultantsgroup.com) which requires that their advice
performance targets
be objective and impartial.
Shareholder voting
The following table shows the results of the binding vote on the FY
• Is consistent with the Company’s purpose and values
• Is commensurate with pay conditions across the Group
• Is aligned to the Future reward principles (as set out on page 88)
• Takes into account overall corporate performance as well as business
performance
2020 Policy Report and the advisory vote on the FY 2020
All our decisions as a Remuneration Committee are taken in this
Implementation Report at the 2021 Annual General Meeting:
context.
100 / FUTURE PLC
Annual Report On Remuneration Single figure of remuneration for Directors (audited)
The table below sets out a single figure for the total remuneration received for the last two financial years by each Executive and
Non-Executive Director who served in the year ended 30 September 2021. Note that the 2021 figure for the CEO includes an assumed value
for the PSP awards vesting on 30 November 2021 which has been calculated using the three-month average share price to 30 September
2021 of 3,574p. Further details relating to the PSP are set out on page 108.
£'000
Executive Directors
Zillah Byng-Thorne
Rachel Addison5
Non-Executive Directors
Richard Huntingford
Meredith Amdur6
Mark Brooker8
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson9
Total
Notes:
Year
end 30
September
(A) Basic
salary
or fees7
(B)
Taxable
benefits1
(C)
Annual
bonus3
(D)
PSP4
(E)
Pension
benefit2
TOTAL
SINGLE
FIGURE
(A+B+E)
Total
fixed
(C+D)
Total
variable
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
575
455
354
117
202
142
55
36
55
-
75
63
55
46
65
53
33
-
17
17
13
4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,150
7,030
950
533
175
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,195
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
67
68
21
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,839
3,685
921
305
202
142
55
36
55
-
75
63
55
46
65
53
33
-
659
540
388
130
202
142
55
36
55
-
75
63
55
46
65
53
33
-
8,180
3,145
533
175
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,469
912
30
21
1,683
7,030
1,125
2,195
88
77
10,300
4,330
1,587
1,010
8,713
3,320
1. Benefits for Executive Directors comprise principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any Director in the year.
2. Zillah Byng-Thorne and Rachel Addison received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their entitlement to any bonus,
share-based incentive or pension entitlement.
3. Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the Deferred Annual Bonus Scheme. Details relating to the Annual Bonus are
set out on page 102.
4. The PSP figures are consistent with the approach taken in previous reports, i.e. awards are captured in the year that performance periods have ended (see page 103 for further details). 2021 figure: relates
to 100% of the PSP awards granted on 23 November 2018 which will vest on 30 November 2021 following the achievement of the share price target and adjusted EPS target for the three-year period
ended 30 September 2021. The value of these awards has been calculated using the three-month average share price to 30 September 2021 of 3,574p. Further details relating to the PSP are set out on
page 108. 2020 figure: relates to 100% of the PSP awards granted on 25 November 2017 which vested on 25 November 2020 following the achievement of the share price target and adjusted EPS target
for the three-year period ended 30 September 2020. The value of these awards was calculated using the spot closing price on vest date of 1,634p.
5. Rachel Addison was appointed to the Board as Chief Financial Officer on 1 June 2020. Her remuneration arrangements for 2020 were in line with the prevailing Remuneration Policy and consistent with
those of her predecessor, namely; a salary of £350,000 per annum; a pension contribution aligned with the majority of UK employees at 6% of salary; a maximum annual bonus opportunity of 150% of
salary; and eligibility for an annual award under the PSP. Rachel stepped down from the Board on 31 October 2021.
6. Meredith Amdur was appointed to the Board on 6 February 2020 and is US-based. During FY 2021 Meredith received US$72,000 (FY 2020: US$48,000) as remuneration (Sterling equivalent shown in
the table above).
7. In FY 2020, the CEO, CFO and Non-Executive Director salaries and fees were reduced by 20% in March (half of month), April and May 2020 due to the COVID-19 pandemic. The amounts waived were as
follows: Zillah Byng-Thorne £20,218; Richard Huntingford £5,108; Meredith Amdur $2,000; Hugo Drayton £1,915; Rob Hattrell £1,915; and Alan Newman £1,915.
8. Mark Brooker was appointed to the Board on 1 October 2020.
9. Angela Seymour-Jackson was appointed to the Board on 22 February 2021 following the acquisition of GoCo Group.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 101
Corporate Governance Incentive outcomes for the year ended 30 September 2021
Performance-related bonus
(Annual Bonus Scheme)
During FY 2021, the Company operated a profit pool bonus for all
Actual AOP performance for the year of £195.8 million significantly
exceeded the stretch target of £131.9 million (which was 41% growth on
the prior year), resulting in a formulaic outcome of 148% of maximum
employees across the Group, including the Executive Directors. This
for this element.
profit pool comprised 100% of the Executive Director bonus
Under the current scheme design, adjustments can be made to
opportunity for FY 2021, and was subject to Adjusted Operating Profit
targets for material acquisitions, defined as those that contribute more
(AOP) outperformance (defined as adjusted earnings before interest
than 15% of the total Group’s AOP for the relevant financial year. Of the
and tax).
reported AOP outcome, GoCo contributed c.£16 million or c.8% of
Maximum opportunities were 200% of salary for the CEO and 150%
Group total. This is less than the stated 15% threshold and therefore no
of salary for the CFO. The profit pool pays out a fixed amount of cash
adjustment is automatically made. However, the Committee
for the majority of employees based on delivering AOP performance
nevertheless reviewed the impact of the GoCo acquisition on the
above Budget. In addition to the profit pool component, which
formulaic outcome noting that, if an adjustment had been made for it,
accounts for 25% of the CEO's bonus opportunity (worth 50% of
then the bonus would still have paid out in full due to the level of
salary), a further opportunity to earn an additional 150% of salary as a
over-performance in the year. Other, smaller, in-year acquisitions (of
bonus is possible. The same profit pool scheme applies to the CFO,
CinemaBlend, Mozo and Marie Claire US also did not meet the
with an additional 100% of salary payable as a bonus for
materiality threshold, but were reviewed in a similar context.
outperformance above this level.
Performance
measure
Annual bonus
Adjusted
Operating profit
Overall
Threshold
£m
Target
£m
Maximum
£m
Actual
£m
%
weighting
% of maximum
achieved
114.3
117.2
131.9
195.8
100%
100%
100%
Accordingly, all Executive Directors earned 100% of their respective
Executive Directors.
opportunities under the annual bonus for the year. In confirming this
In accordance with the Remuneration Policy, for Zillah Byng-Thorne
outcome, the Committee took into account the broader financial and
50% of these bonus amounts has been paid in cash, with the
operational performance of the Group during the year, the exceptional
remaining 50% to be converted to Future shares and deferred for 2
shareholder returns generated, the experience of our key stakeholder
years. For Rachel Addison 100% of the bonus amount has been paid in
groups, and the strong and effective leadership demonstrated by the
cash. See page 106 for more details.
Executive
Base Salary
Maximum
opportunity
(% salary)
Performance
outcome (% of
maximum)
Bonus
outcome £
…of which
cash £
…of which
shares
Zillah Byng-Thorne
£575,000
200%
100%
£1,150,000
£575,000
£575,000
Rachel Addison
£355,250
150%
100%
£532,875
£532,875
-
102 / FUTURE PLC
Annual Report On Remuneration Performance Share Plan (PSP)
Awards vesting for performance to 30 September 2021
Vesting of awards made on 23 November 2018 was dependent on two
equally-weighted performance conditions – adjusted diluted EPS and
Awards granted during the year to 30 September 2021
No awards were made to Executive Directors under the PSP during
the year under review.
share price – assessed over the performance period, as follows:
Value Creation Plan (VCP)
Measure
Targets
Outcome Vesting
EPS for
year ended
30 September
2021
Share Price
(90-day average
to 30 September
2021)
0% vesting below
5% CAGR (28.2p)
19% vesting for
5% CAGR (28.2p)
75% vesting for
10% CAGR (32.5p)
100% vesting for
20% CAGR (41p)
Straight-line vesting
between these points
0% vesting below
5% CAGR (555p)
19% vesting for
5% CAGR (555p)
75% vesting for
10% CAGR (638p)
100% vesting for
20% CAGR (831p)
Straight-line vesting
between these points
71%
CAGR
131.9p
100%
95%
CAGR
3,574p
100%
Awards granted during the year to 30 September 2021
During FY 2021, the following awards under the VCP were granted to
the Executive Directors:
Executive
Director
Date of
award
Face value
(% of salary)
Number
of units
Vesting
date
Zillah
Byng-
Thorne
14 April
2021
N/A
140,000
units per
tranche
Rachel
Addison
14 April
2021
N/A
63,000
units per
tranche
Tranche 1:
November 2023
Tranche 2:
November 2024
Tranche 3:
November 2025
Tranche 1:
November 2023
Tranche 2:
November 2024
Tranche 3:
November 2025
The VCP comprises three equal tranches, based on performance
measured over three periods, from 1 October 2020 to 30 September
2023; 30 September 2024; and 30 September 2025. For Executive
Directors, any shares that vest will be required to be held until the fifth
As with the annual bonus, in confirming this outcome the Committee
anniversary of grant at the earliest. Awards under the VCP are subject
took into account the broader financial and operational performance of
to malus and clawback provisions. See page 106 for details of Rachel
the Group over the three-year performance period, the exceptional
Addison's leaver treatment.
returns generated for shareholders and the strong and effective
Units vest based on value created in terms of £ TSR, being the
leadership demonstrated by the Executive Directors. Notwithstanding
growth in Future’s market capitalisation plus net equity cash flows to
that Future’s actual performance significantly exceeded the level
shareholders (i.e. dividends plus share buybacks, less share issues),
required for maximum vesting, the Committee is satisfied that the
over and above a hurdle rate of return of 10% per annum.
targets originally set were appropriately stretching, with 20% per
Future’s starting market capitalisation is based on the spot closing
annum growth significantly higher than the maximum performance
price of a share on 30 September 2020. Value created at each
targets applying to similar measures across the FTSE.
measurement date will be calculated with reference to the average
Shares
subject
to award
Performance
outcome
(% of maximum)
Share price
on vesting
(3-month average
share price to 30
September 2021)
PSP
outcome
196,687
100%
3,574p
£7,029,593
Executive
Zillah
Byng-Thorne
The value attributable to share price appreciation above the share
price at the date of grant (483p) was c.£6.1m for Zillah Byng-Thorne
(c.87% of the total value reported). The Committee has not exercised
any discretion in respect of this share price appreciation. Rachel
Addison did not hold any awards under the 23 November 2018 PSP;
and a summary of those vesting to Penny Ladkin-Brand (who retained
an interest in this award, which was granted in relation to her previous
tenure as CFO) is set out in the Payments to past directors section of
this Report.
closing return index over the three months ending on that date. To the
extent that performance does not exceed the hurdle on a
measurement date, the relevant tranche will lapse in full, immediately.
There will be no re-testing allowed.
The ultimate release of any shares will be subject to the Committee
satisfying itself that the recorded outcome is a fair reflection of the
underlying business performance over the period.
Deferred Annual Bonus Scheme (DABS)
Awards granted during the year to 30 September 2021
Awards granted under the DABS during the year are as set out below.
Executive
Director
Date of
award
Face value (% of
bonus deferred)1
Number
of shares
Vesting
date
Zillah
Byng-Thorne
17 Dec
2020
Rachel
Addison2
17 Dec
2020
50% of bonus
27,111
50% of bonus
4,994
26 Nov
2022
31 Dec
2021
1 The share price used to calculate the number of shares was £17.52 (the MMQ on 16 December 2020).
2 See page 106 for details of Rachel's leaver provisions.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 103
Corporate Governance Pension entitlements (audited)
The only element of remuneration that is pensionable is basic annual
Review of past performance
Alignment of reward and Total Shareholder Return: Rebased
salary. During the year ended 30 September 2021, employer’s pension
to Future plc as of 1 October 2011
contributions were payable to the Executive Directors as a salary
supplement, at a rate of 15% of salary for the CEO (from 1 October
This graph shows a comparison of Future’s total shareholder return
2020) reducing to 10.5% from 1 January 2021 and 6% of salary for
(share price growth plus dividends) with that of the FTSE All-Share
Rachel Addison (aligned with the majority of UK employees, as set out
Media Index and the FTSE Mid 250 Index (excluding investment
in the FY 2020 Remuneration Policy). This additional cash payment is
trusts). The FTSE All-Share Media Index was selected as it provides a
not included in determining their entitlement to any performance-
comparison of Future’s performance relative to the other companies in
related bonus, share-based incentive or pension. The Company had no
its sector, whilst the FTSE Mid 250 Index is shown to reflect the Group
liability in respect of the Executive Directors’ pensions as at 30
having moved up to a Premium Listing and its inclusion in the FTSE250
September 2021. Normal retirement age under the scheme rules is 75.
index during 2019.
Historical TSR performance
Growth in the value of a hypothetical £100 holding over the 10 years to 30 September 2021
1
1
0
2
r
e
b
m
e
t
p
e
S
0
3
t
a
d
e
t
s
e
v
n
i
0
0
1
£
f
o
e
u
a
V
l
£3,000
£2,500
£2,000
£1,500
£1,000
£500
£0
Sep 11
Sep 12
Sep 13
Sep 14
Sep 15
Sep 16
Sep 17
Sep 18
Sep 19
Sep 20
Sep 21
Future plc FTSE Mid 250 Excluding Investment Trust Index FTSE All-Share Media Index GBP
The table below shows the CEO's single figure of remuneration and variable pay outcomes over the same period as the graph above.
Mark Wood
Zillah Byng-Thorne
Year
FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018
FY 2019 FY 2020
FY 2021
CEO single figure of
remuneration £’000
Annual Bonus as %
of Maximum
PSP Vesting
(% of maximum)
Notes:
£430
£331
£3063
£471
£347
£5,4256
£10,8816
£5,678
£3,685
£8,839
50%
0%
20%
36%
0%4
88%5
100%
100%
100%
100%
0%1
0%1
0%2
0%2
0%2
100%
100%
100%
100%
100%
1. The first awards granted to Mark Wood under the PSP were granted in January 2012 and lapsed on 18 January 2015, since the relevant performance criteria were not met.
2. The first awards granted to Zillah Byng-Thorne under the PSP were granted in December 2013 and lapsed on 16 December 2016, as the relevant performance criteria were not met.
3. The single figure for Zillah Byng-Thorne for 2014 includes five months of her CFO's salary and six months of her salary as CEO.
4. Zillah Byng-Thorne waived her performance-related bonus for 2016.
5. Zillah Byng-Thorne received a transaction bonus of £350,000 following the successful completion of the Imagine acquisition in October 2016. The right to a performance-related bonus was
waived in 2016 as a result of this transaction bonus being paid. The 88% in the table reflects the combination of this transaction bonus, the profit pool bonus which was awarded as a result of EBITDA
performance achieved for 2017 and the further bonus of 50% of current salary (to be satisfied in shares that must be held for at least one year) for the achievement of 2017 target EBITDA.
6. Figures restated to reflect the share price at date of vest for PSP awards granted in November 2017.
104 / FUTURE PLC
Annual Report On Remuneration
Percentage change in remuneration
of Directors and employees
As required under the revised reporting regulations, the Committee
history.
The analysis is based on the average earnings per employee in order
to avoid distortions to the Group’s total wage bill because of the
reviews the year-on-year change in the level of Board Director salaries/
movements in the number of employees. The comparator group used is
fees, taxable benefits and bonus payments, compared with the wider
all Future employees. For FY 2021 the percentage increases reported for
workforce. This analysis will be built up over time to display a five-year
certain Directors reflect voluntary reductions taken in FY 2020.
Director1
Basic salary/fee2
Taxable benefits
Bonus3
Executive Directors
FY 2021
FY 2020
FY 2021
FY 2020
FY 2021
FY 2020
Zillah Byng-Thorne
Rachel Addison5
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
All employees4
Notes:
26%
1%
41%
2%
N/A
N/A
20%
23%
N/A
(6)%
(4)%
N/A
18%
N/A
N/A
21%
3%
6%
N/A
(1)%
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(6)%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3%
21%
2%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(28)%
33%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
3 The figures shown are reflective of any bonus earned during the respective financial year.
1 Changes in Directors and roles during the FY 2021 financial year were as follows:
Non-Executive Directors are not eligible to participate in the bonus scheme.
• Mark Brooker was appointed to the Board as a Non-Executive Director on 1 October 2020
4 As a result of acquisitions during the year under review a higher proportion of employees are
• Angela Seymour-Jackson was appointed to the Board as a Non-Executive Director on 22
now based in the UK rather than the US and in lower cost locations outside of London. This
February 2021 and as Chair of GoCompare.Com Limited on 1 June 2021.
change in geographic mix of the employee population has resulted in an overall decrease in
Relevant changes in Directors and roles during the FY 2020 financial year were as follows:
all-employee remuneration including bonus. All colleagues have been harmonised into
• Rachel Addison was appointed to the Board as CFO on 1 June 2020.
Future's Defined Contribution scheme and are now offered a standard contribution rate
• Meredith Amdur was appointed to the Board on 6 February 2020.
which has resulted in a flattening of Futures overall pensions provision.
2 Salary/fees for FY 2020 reflect the voluntary temporary reductions of 20% in March (half of
5 Rachel Addison's FY 2020 remuneration has been annualised for comparison purposes.
month), April and May 2020.
Relative importance of spend on pay
The relative importance of spend on pay for the business is shown in the table below.
2021
Group pay:
£156.6m
(+51%)
Group operating costs
excluding Group pay &
exceptional costs:
£307.5m (+82%)
Capital expenditure: £11.1m (+178%)
Acquisition of own shares:£4.9m (-42%)
Distributions to shareholders: £3.4m (+113%)
2020
Group pay:
£104.0m
Group operating costs
excluding Group pay
& exceptional costs:
£169.3m
Capital expenditure: £4.0m
Acquisition of own shares: £8.5m
Distributions to shareholders: £1.6m
0
300
600
900
The chart above shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid
to all employees compared to the total operating costs for the Group excluding exceptional costs and remuneration, investment in capital
expenditure, EBT share purchase, and distributions to shareholders. These are considered to be the areas of material outgoings for the Group
relating to core performance. Note that the Group expects cost synergies on the acquisition of GoCo of £15m per annum (see page 170 for
further details). Figures are derived from the Group’s consolidated financial statements. Distribution to shareholders figures in the table
relate to the dividends paid (or payable) for the FY 2020 and FY 2021 financial years being, respectively, (i) the 1.6p final dividend for the FY
2020 financial year paid in February 2021; and (ii) the 2.8p final dividend proposed for the FY 2021 financial year, payable in February 2022. The
dividend figure of £3.4m in the chart above is based on the issued share capital of 120.6m at 30 September 2021.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 105
Corporate Governance
CEO pay ratio
UK reporting regulations require companies with 250 employees or
During 2021 the CEO had a large number of shares vest which, as a
result of Future's strong share price performance, increased the single
more to publish information on the pay ratio of the CEO to UK
figure remuneration.
employees, and to build this up over time until it covers a rolling
10-year period. In line with this requirement, the table below adds to
Payments to past Directors (audited)
the FY 2020 analysis the ratio of CEO total pay to that of three
Chief Financial Officer
employees indicative of lower quartile (P25), median (P50) and upper
Penny Ladkin-Brand stepped down as CFO and from the Board of
quartile (P75) pay received during the financial year ended 30
Directors on 1 June 2020. As Penny remained an employee of Future, in
September 2021 and includes basic salary, benefits, pension
her new role as Chief Strategy Officer (CSO) Penny’s remuneration was
contributions (for CEO figure), and the value received from incentive
determined in line with the policy that applies to other Executive
plans. On average the Future plc Group employed 1,920 UK employees
Committee members. Penny retained an interest in the PSP awards
during the financial year ended 30 September 2021.
granted to her in connection with her former role as CFO (albeit the
Financial
year
Calculation
methodology
Lower
quartile (P25)
Median
(P50)
Upper
quartile (P75)
2021
2020
Option B
Option B
311:1
107:1
240:1
84:1
184:1
66:1
award levels were reduced with her agreement to reflect her new
role). Penny has DABS awards over 12,155 shares, granted on 25
November 2019 and 9,988, granted on 17 December 2020, which will
vest on the first dealing day after the announcement of the full year
results two years after grant. Penny's adjusted PSP award over 76,344
shares granted on 23 November 2018 and 27,654 granted on 25
The Committee has opted to use data already available from the
November 2019 will vest on first dealing day after the announcement
gender pay reporting as the basis for identifying employees at P25,
of the full year results three years after grant.
P50 and P75 (‘Option B’ ). This excludes pension. We believe this
provides a reasonable estimate for employees' pay at these levels
Payments for loss of office (audited)
within the organisation.
Rachel Addison stepped down as CFO and from the Board of Directors
Individuals positioned at each quartile were identified using the
on 31 October 2021. She was treated as a good leaver in respect of her
most recent gender pay gap report in 2021 (which uses data from 5
share plan awards. She transitioned the role over to Penny Ladkin-
April 2020). Total full-time equivalent remuneration for each of these
Brand during October 2021, when Penny held the role of CFO
individuals was then calculated on the same basis as used in the single
designate, officially relinquishing responsibility on 31 October 2021.
figure table for the CEO. All figures are total amounts paid to full-time
She remains an employee on Garden Leave until 31 December 2021,
employees. Total compensation figures have been checked to ensure
during which time she continues to receive all contractual benefits
the employees identified are representative of pay at these levels in
including pension and car allowance. She subsequently receives the
the organisation. The data points are reflective of our Company
structure and types of roles across the organisation and accordingly
the Committee believes the median pay ratio for FY 2021 is consistent
with the pay, reward and progression policies for the Company’s UK
employees taken as a whole.
following exit package:
• Four months notice not worked (two months worked), totalling
£118,417. Paid monthly in four installments (January - April 2022).
• Payment for 2021 bonus of £532,875 (in cash).
• No payment for accrued but untaken holiday entitlement during
A summary of the salaries and total single figures of remuneration
FY 2021.
for the relevant individuals in FY 2021 is included in the table below:
Pay level
CEO
Lower
quartile (P25)
Median
(P50)
Upper quartile
(P75)
Salary
£575,000
£26,138
£35,000 £44,898
Single figure of
remuneration
£8,839,000 £28,388
£36,775 £47,941
• PSP (FY 2020) will vest in full on termination date.
• DABS (FY 2020) is accelerated and vests in full on termination date.
• Of the 63,000 VCP units per tranche awarded, 25,830 units from
tranche 1 will not lapse, whilst the remainder of tranche 1 units
together with all tranche 2 and 3 units will lapse on termination. This
pro-rating balances out the accelerated vest of the PSP and DABS
awards.
All outstanding share awards remain subject to malus and clawback.
Statement of Directors’ shareholding and share interests (audited)
The Company has a policy on share ownership by Executive Directors
shares which, at the share price on the same date, were worth
(as amended with effect from the 2021 AGM) which requires that the
£9,690,014 (1,685% of salary).
CEO is required to build up a holding of shares of 400% of salary and
In respect of Rachel Addison, the period commenced on 1 June
the CFO is required to build up a holding of shares of 300% of salary
2020, the date upon which she joined the Board. As at 30 September
over a five-year period from appointment. Zillah Byng-Thorne
2021, Rachel Addison had a holding of 2,798 shares which, at the share
currently meets this requirement.
price on the same date, were worth £103,246 (29% of salary).
In respect of Zillah Byng-Thorne, the relevant five-year period
In respect of Penny Ladkin-Brand, the period commenced from the
commenced on 1 November 2013 and ended on 31 October 2018. As at
date of her new appointment to the Board on 31 October 2021. At the
30 September 2021, Zillah Byng-Thorne had a holding of 262,602
date of her appointment she held 150,915 shares (1,518% of salary).
106 / FUTURE PLC
Annual Report On Remuneration
Directors’ shareholdings (audited)
Directors in office at
30 September 20211
Executive3
Zillah Byng-Thorne4
Rachel Addison5
Non-Executive
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson6
Total
Notes:
1. All holdings are beneficial.
2. Or on appointment
Balance as at
30 September
20202
Purchases
during
the year
Share scheme
exercises during
the year
Sales
during
the year
Balance as at
30 September
20211
269,569
-
24,500
-
-
-
-
8,750
3,145
10,709
2,798
-
385
1,500
2,376
-
-
-
200,000
(212,532)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
267,746
2,798
24,500
385
1,500
2,376
-
8,750
3,145
305,964
12,624
200,000
(212,532)
311,200
2021 Zillah Byng-Thorne sold 7,444 shares at a price of £29.24 and 2,658 shares at a price of
£29.23. On 3 June 2021, Zillah Byng-Thorne exercised her award over the balance of 200,000
Ordinary shares from the award which had vested on 2 February 2020 and subsequently sold
3. Details of the share options and awards for Executive Directors are set out on page 108. No such
these on the same day at a price of £28.75 per Ordinary share. Max Thorne (husband of Zillah
options or awards are granted to Non-Executive Directors.
Byng-Thorne) purchased 1,180 shares at a price of £16.84 on 1 December 2020 and sold 2,430
4. On 1 December 2020 Zillah Byng-Thorne purchased 4,835 shares at a price of £16.80; Zillah
Ordinary shares at a price of £29.36 per Ordinary share on 28 May 2021.
acquired 4,694 shares when her holding of 89,415 GoCo Group Plc shares were converted to
5. On 3 December 2020 Rachel Addison purchased 2,798 shares at a price of £17.7392.
Future shares following the acquisition of GoCo Group Plc by Future in February 2021. On 28 May
6. Angela Seymour-Jackson was appointed to the Board on 22 February 2021.
Executive Director shareholdings
0
400%
800%
1200%
1600%
Zillah
Byng-Thorne
Rachel
Addison
Required holding
Required holding
Actual holding (29% of salary)
Actual holding (1,685% of salary)
Directors’ interests in share schemes (audited)
Details of units, options and other share incentives held by Executive Directors and movements during the year are set out in the tables below.
VCP
Director
Date of
grant
Vesting date
Balance
as at 1
Oct 2020
Granted
during
the year
Released
during
the year
Balance
as at 30
Sept 2021
Holding period
Zillah
Byng-Thorne
14 Apr
2021
The first Dealing Day after the
announcement of the FY23 results
14 Apr
2021
The first Dealing Day after the
announcement of the FY24 results
14 Apr
2021
The first Dealing Day after the
announcement of the FY25 results
Rachel
Addison1
14 Apr
2021
The first Dealing Day after the
announcement of the FY23 results
14 Apr
2021
The first Dealing Day after the
announcement of the FY24 results
14 Apr
2021
The first Dealing Day after the
announcement of the FY25 results
-
-
-
-
-
-
140,000
140,000
140,000
63,000
63,000
63,000
-
-
-
-
-
-
140,000
140,000
140,000
63,000
63,000
63,000
Any shares awarded in respect
of tranche 1 will be subject to a
mandatory two-year holding period
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory one-year holding period
Any shares awareded in respect of
the final tranche will vest on the fifth
anniversary of grant
Any shares awarded in respect
of tranche 1 will be subject to a
mandatory two-year holding period
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory one-year holding period
Any shares awareded in respect of
the final tranche will vest on the fifth
anniversary of grant
Notes:
1. On 31 October 2021 Rachel Addison stepped down as an Executive Director. Details of her leaver treatment can be found on page 106.
The key features of the VCP are as set out on page 103.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 107
Corporate Governance
Directors’ interests in share schemes (audited)
Details of units, options and other share incentives held by Executive Directors and movements during the year are set out in the tables below.
PSP
Director
Date of
grant1
Earliest
exercise date
Expiry
date
Exercise
price per
share (p)
Balance
at 1 Oct
2020
Granted
during
the year
Lapsed
during
the year
Zillah
Byng-Thorne
2 Feb
2017
23 Nov 19
2 Feb 27
Nil
200,000
24 Nov
2017
23 Nov
2018
25 Nov
2019
1 Jun
2020
First dealing
day after the
announcement of
the FY 2020 results
First dealing
day after the
announcement of
the FY 2021 results
First dealing
day after the
announcement of
the FY 2022 results²
24 Nov 27 Nil
134,345
23 Nov 28 Nil
196,687
25 Nov 29 Nil
67,185
598,217
31 May 23²,5
1 Jun 30
Nil
17,222
17,222
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
Rachel
Addison
Total
Notes:
Vested and
exercised
during the
year2
Balance
at 30
Sept
20215
(200,000)4
-
-
-
-
134,345
196,687
67,185
(200,000)
398,217
-
-
17,222
17,222
4. On 31 October 2021 Rachel Addison stepped down as an Executive Director. See page 106 for
1. Awards granted since November 2018 are subject to a mandatory 2-year holding period
details of her leaver treatment.
following vesting.
5. All outstanding awards were converted to nil-cost options as at 20 November 2020.
2. Details of awards vesting during the year were set out in last year’s report.
3. Awards were converted to nil-cost options as at 3 July 2019. The award granted on 24
November 2017 is fully vested.
DABS
Director
Date of grant
End of
deferral period
Balance at
1 Oct 2020
Granted
during the year
Released
during the year
Balance at
30 Sept 2021
Zillah Byng-Thorne
25 Nov 2019
17 Dec 2020
First dealing day after
the announcement of
the FY 2021 results
25,194
-
First dealing day after
the announcement of
the FY 2022 results
-
27,111
Total
25,194
27,111
Rachel Addison1
17 Dec 2020
Total
First dealing day after
the announcement of
the FY 2022 results
-
-
4,994
4,994
1. On 31 October 2021 Rachel Addison stepped down as an Executive Director. See page 106 for details of her leaver treatment.
-
-
-
-
-
25,194
27,111
52,305
4,994
4,994
Dilution
Awards under Future plc incentive plans may be satisfied by treasury
cancellation) in any rolling ten-year period. As at 30 September 2021 this
limit had not been exceeded (9.9%). The Committee has now reinstated
shares or the issue of new shares or the purchase of shares in the market.
a secondary, ‘5% in 10’ dilution limit, to apply prospectively for any future
Under Investment Association guidelines, the issue of new shares or
discretionary awards. Shareholders had previously approved the
reissue of treasury shares under a plan, when aggregated with awards
waiving of this limit, which the Committee recognises is in line with
under all of a company’s other schemes, must not exceed 10% of the
generally-accepted principles of good governance, when Future moved
issued ordinary share capital (adjusted for share issuance and
to a Standard listing in 2015.
108 / FUTURE PLC
Annual Report On Remuneration
Implementation of remuneration policy in the year to 30 September 2022
Rachel Addison stepped down as CFO with effect from 31 October
award under the PSP on the terms set out in the Policy table, instead
2021, and was succeeded on 1 November 2021 by Penny Ladkin-Brand,
of the VCP.
(who was Chief Strategy Officer prior to this appointment and was
Penny Ladkin-Brand will have her VCP units increased to the
previously former Group CFO). Penny’s remuneration arrangements
equivalent of Rachel Addison's award (63,000 units per tranche).
as CFO are in line with the prevailing Remuneration Policy and
Tranche 1 will be prorated from 1 November 2021 (47,472 units)
consistent with those of her predecessor. Further details are set out in
reflecting 13 months as CSO and 23 months as CFO reflecting the
the relevant sections below:
leaver treatment agreed for Rachel Addison.
Basic salary
When reviewing salary levels, the Committee takes into account a
number of internal and external factors, including the performance of
Fees for Non-Executive Directors
and the Chair
Non-Executive Directors do not participate in any of the Company’s
Future during the year, external market data, historic increases made
share incentive arrangements, nor do they receive any benefits. Fees
to the individual and, to ensure a consistent approach, the salary
are reviewed annually, in line with the wider workforce, with the Board
review principles applied to the rest of the organisation.
Chair’s fees set by the Committee, and those for the Non-Executive
The CEO's salary is fixed for a period of two years and accordingly
Directors set by the Board as a whole.
will remain at £575,000 in FY 2022. Rachel Addison will continue to
The rates for the Chair’s and Non-Executive Directors’ fees are:
receive an unchanged salary of £355,250 until her termination date of
31 December 2021. Penny Ladkin-Brand will receive a salary of
£355,250 per annum and will be eligible for an annual inflationary
pay rise in line with the wider workforce, of 2%, with effect from 1
January 2022.
Pension and benefits
Zillah Byng-Thorne’s pension benefit is being reduced to match the
benefit of the wider workforce in FY 2021 and FY 2022. The original
15% of salary rate was reduced to 10.5% of salary in January 2021, and
will be further reduced to 6% of salary from 1 January 2022.
Rachel Addison will continue to receive a pension contribution of
Fees
effective
from
1 October 2020
Fees
effective
from
1 March 2021
Fees
effective
from
1 January 2022
Base fees
Board Chair
£200,000
£203,000
£207,060
Non-Executive
Director1
£55,000
£55,825
£56,940
6% of salary until her termination date of 31 December 2021. Penny
Additional fees
Ladkin-Brand will receive a cash supplement in lieu of pension
contribution of 6% of salary.
No changes are proposed to the benefits provided to any Executive
Director.
Annual bonus
For FY 2022, the Company will continue to operate a profit pool bonus
for all employees across the Group, including the Executive Directors
on a similar basis to that operated for FY 2021. The maximum
opportunity will remain at 200% of salary for the CEO and 150% of
salary for the CFO, with payouts linked to delivering AOP
performance above Budget. Specific performance targets for the
Annual Bonus are not disclosed due to their commercial sensitivity,
however it is the Committee’s intention that these will be disclosed
retrospectively in next year’s report. In accordance with the Policy,
Senior Independent
Director
£10,000
£10,000
£10,000
Audit and Risk
Committee Chair
Remuneration
Committee Chair
Responsibility
Committee Chair
GoCompare.Com
Limited Chair
£10,000
£10,000
£10,000
£10,000
£10,000
£10,000
N/A
N/A
£10,000
£10,000
£25,000
£25,000
1. Meredith Amdur is paid in US$ and for FY 2022 this will be subject to a fixed exchange rate of £1
= US$1.3.
50% of any bonus earned will be deferred in Future shares for 2 years
Approved by the Board and signed on its behalf by
under the DABS.
Long-term incentive
No further VCP units will be granted to the CEO.
New employees may be granted units under the VCP, replacing
Mark Brooker
participation in the PSP until 2023. Operation of the VCP is outlined in
Chair of the Remuneration Committee
the Policy Table on page 92. In the event that a new Executive Director
29 November 2021
is appointed and joins when the performance period(s) of the VCP is
materially completed, the Committee reserves the right to make an
ANNUAL REPORT AND ACCOUNTS FY 2021 / 109
Corporate Governance
Directors' Report
Future plc is the holding company of the Future group of companies (the Group).
Annual General Meeting
The Company’s twenty third Annual General Meeting will be held
Directors’ conflicts of interests
The Company has procedures in place for managing conflicts of
at 11.30am on Thursday 3 February 2022 at Future’s London office
interest. Should a Director become aware that they, or any of their
at, 121-141 Westbourne Terrace, Paddington, W2 6JR. The resolutions
connected parties, have an interest in an existing or proposed
and explanatory notes are set out in the Notice of Annual General
transaction with the Company, they should notify the Board in
Meeting on pages 174 to 180.
writing or at the next Board meeting.
Corporate Governance statement
The Corporate Governance statement, prepared in accordance with
rule 7.2 of the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules, comprises of the following sections of the
Internal controls are in place to ensure that any related party
transactions involving Directors, or their connected parties, are
conducted on an arm’s length basis. Directors have a continuing
duty to update any changes to these conflicts.
Annual Report: the Strategic Report; the Corporate Governance
Report; the Audit and Risk Committee Report; the Nomination
Directors’ indemnities
The Company had Directors’ and Officers’ liability insurance cover
Committee Report; the Remuneration Committee Report; together
in place throughout the year.
with this Directors’ Report. As permitted by legislation, some of the
matters required to be included in the Directors’ Report have been
included in the Strategic Report by cross reference including details
of the Group’s financial risk management objectives and policies,
Share capital
Details of the Company’s issued share capital, together with
business review, future prospects and environmental policy.
details of the movements in the Company’s issued share capital
Directors
The names and biographical details of the current Directors are
during the year, are shown in note 22 to the financial statements.
The Company has one class of ordinary shares with a nominal
value of 15 pence each (Ordinary Shares), which does not carry the
right to receive a fixed income. Each share carries the right to one
shown on pages 72 to 73 of this Annual Report. Particulars of their
vote at general meetings of the Company. There are no restrictions
emoluments and beneficial and non-beneficial interests in shares
or agreements known to the Company that may result in
are given in the Directors’ Remuneration Report on page 100 and
restrictions on share transfers or voting rights in the Company.
109.
There are no specific restrictions on the size of a holding, on the
The appointment and removal of Directors is governed by the
transfer of shares, or on voting rights, all of which are governed by
Company’s Articles of Association, the 2018 Code and the
the provisions of the Articles of Association and prevailing
Companies Act 2006. The Directors may, from time to time, appoint
legislation.
one or more Directors. In the interests of good governance and in
Shareholder authority for the Company to allot Ordinary Shares
accordance with the provisions of the 2018 Code, all Directors will
retire and submit themselves for election or re-election at the
up to an aggregate nominal amount of £735,113.25 was granted at
the 2020 AGM. The issued share capital of the Company at 30
forthcoming AGM.
September 2021 was approximately £18,093,695.10 divided into
Directors' Powers
The Board manages the business of the Company under the powers
result of the exercise of share options by the Company’s share
option scheme participants and the total issued share capital at 29
set out in the Company’s Articles of Association. The Company’s
November 2021 is 120,624,884 Ordinary Shares. The Company’s
Articles of Association can only be amended, or new Articles
Ordinary Shares are listed on the London Stock Exchange. The
adopted, by a resolution passed by shareholders in a general
register of shareholders is held in the UK.
120,624,634 Ordinary Shares.
Since 30 September 2021, 250 new shares have been issued as a
meeting by at least three quarters of the votes cast.
Further discussion of the Board’s activities, powers and
responsibilities appears within the Corporate Governance Report
on page 74 of this Annual Report. Information on compensation for
Political donations
No contributions were made to political parties during the year
loss of office is contained in the Directors’ Remuneration Report on
(2020: £Nil).
page 106 of this Annual Report.
110 / FUTURE PLC
Directors' Report
Substantial interests
Information provided to the Company pursuant to the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on the Company’s website. The following information has been
received, in accordance with DTR 5, from holders of notifiable interests in the Company’s issued share capital.
Shareholder
Standard Life Aberdeen plc
JPMorgan Asset Management Holdings Inc.
Sir Peter Wood
Old Mutual Global Investors (UK) Ltd
Jupiter Fund Management Plc
BlackRock
Ameriprise Financial, Inc. and its group
Invesco Ltd
AXA Investment Managers
Oberweis Asset Management, Inc.
As at
30 September 2021
As at 29
November 2021
Nature of holding
9.9%
6.0%
5.9%
5.7%
5.5%
5.0%
4.9%
4.9%
3.8%
3.7%
9.9%
6.0%
5.9%
5.7%
5.5%
5.0%
4.9%
4.9%
3.8%
3.7%
Indirect
Indirect
Direct
Indirect
Indirect
Indirect
Direct and indirect
Indirect
Indirect
Indirect
* % holding based on total number of shares in issue at the time of respective notification.
The Company has not been notified of any other substantial interests in its securities. The Company’s substantial shareholders do
not have different voting rights. The Group, so far as is known by the Company, is not directly or indirectly owned or controlled by
another corporation or by any government.
Whistleblowing procedure
Whistleblowing and anti-bribery policies
It is Future’s policy to conduct all of our business in an honest and
In addition, to ensure Future is adopting best practice with
anti-corruption legislation, and to promote transparency, a Review
Kit, Trips and Gifts Log is in place to track the whereabouts of
ethical manner, and we take a zero-tolerance approach to bribery
products sent to us for review and the acceptance of gifts and trips
and corruption. We are committed to acting professionally, fairly
by our employees. We also have in place an Editorial Ethics
and with integrity in all our business dealings and relationships
wherever we operate, and we are implementing and enforcing
Committee which monitors the approach to gifts and reviews trips
to ensure not only are we legally compliant, but that we also
effective systems to counter bribery and corruption.
comply with our own ethical and editorial standards.
We have whistleblowing, anti-bribery and corruption policies
which are updated regularly and published on our intranet. The
whistleblowing policy is designed to encourage employees to
report, in good faith, any genuine suspicions of fraud, bribery,
Results and dividends
The results of the Group are shown on page 128 and movements in
malpractice, modern slavery and human trafficking. Concerns may
reserves are set out in note 24 to the financial statements.
be raised according to a stated escalation process from an
The Board’s policy is that dividends should be covered at least
individual’s line manager, via their head of department, Chief
four times by adjusted earnings per share and free cashflow. The
People Officer, to the Head of Legal and then to the Board of
Company’s Employee Benefit Trust (EBT) waives its entitlement to
Directors, including the Senior Independent Director. Concerns may
any dividends. The Board is recommending a final dividend for the
also be raised completely anonymously by post. The whistle-
year of 2.8p per share (2020: 1.6p per share) payable on 9 February
blowing policy is also designed to ensure that any employee who
2022 to shareholders recorded on the register at the close of
raises a genuine concern is protected. During the year, no issues of
business on 14 January 2022. The Ordinary Shares will become
concern were raised via any of the whistleblowing channels.
ex-dividend on 13 January 2022.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 111
Corporate Governance
Significant agreements
The provisions of the European Directive on Takeover Bids (as
Other information
Other information relevant to this Directors’ Report, and which is
implemented in the UK in the Companies Act 2006) require the
incorporated by reference, including information required in
Company to disclose any significant agreements which take effect,
accordance with the UK Companies Act 2006 and Listing Rule
alter or terminate upon a change of control of the Company. In
9.8.4R, can be located as follows:
common with many other companies, the Group’s bank facility is
terminable upon change of control of the Company. In common
with market practice, awards under certain of the Group’s
long-term incentive plans (details of which are set out in the
Directors’ Remuneration Report on pages 100 to 108) will vest or
potentially be exchangeable into awards over a purchaser’s share
capital upon change of control of the Company. There is also a
change of control provision in the service agreements of the two
Executive Directors, exercisable within three months of a change
Subject matter
Important events since
the financial year-end
Likely future developments
in the business
of control by the Company or on one month’s notice by the
Research and development
Executive to expire no later than three months from the date of the
change of control.
Disclosure of information to the auditor
The Directors who held office at the date of approval of this
Directors’ Report confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s auditor is
unaware, and each Director has taken all reasonable steps to
ascertain any relevant audit information and to ensure that the
Company’s auditor is aware of that information.
Information on
financial instruments
Internal control and risk
management systems in
relation to the process for
preparing consolidated
accounts
Employment of
disabled persons
Employee involvement
Stakeholder engagement
Information on branches
Diversity policy
This Directors’ Report was approved by order of the Board.
On behalf of the Board
Anne Steele
Company Secretary
29 November 2021
Page
173
11
17
57
83
41
42
50
172
80
112 / FUTURE PLC
Directors' Report Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and
the financial statements in accordance with applicable law and
regulation.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and provides the
Company law requires the Directors to prepare financial
information necessary for shareholders to assess the Group’s and
statements for each financial year. Under that law the Directors have
Company’s position and performance, business model and strategy.
prepared the Group and Company financial statements in
accordance with international accounting standards in conformity
Each of the Directors, whose names and functions are listed in the
with the requirements of the Companies Act 2006 and International
Corporate Governance report confirm that, to the best of their
Financial Reporting Standards (IFRSs) adopted pursuant to
knowledge:
Regulation (EC) No 1606/2002 as it applies in the European Union. In
preparing the Group financial statements, the Directors have also
• the Group and Company financial statements, which have been
prepared in accordance with IFRSs as adopted by the European
elected to comply with IFRSs, issued by the International Accounting
Union and IFRSs issued by IASB, give a true and fair view of the
Standards Board (IASB).
assets, liabilities, financial position and profit of the Group and
Under company law, Directors must not approve the financial
loss of the Company; and
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the
• the Strategic Report includes a fair review of the development
and performance of the business and the position of the Group
profit or loss of the Group for that period. In preparing the financial
and Company, together with a description of the principal risks
statements, the Directors are required to:
and uncertainties that it faces.
• select suitable accounting policies and then apply them
In the case of each Director in office at the date the Directors’ Report
consistently;
is approved:
• state whether applicable IFRSs as adopted by the European
• so far as the Director is aware, there is no relevant audit
Union and IFRSs issued by IASB have been followed, subject to
information of which the Group’s and Company’s auditors are
any material departures disclosed and explained in the financial
unaware; and
statements;
• they have taken all the steps that they ought to have taken as a
• make judgements and accounting estimates that are reasonable
Director in order to make themselves aware of any relevant audit
and prudent; and
information and to establish that the Group’s and Company’s
• prepare the financial statements on the going concern basis
auditors are aware of that information.
unless it is inappropriate to presume that the Group and
Company will continue in business.
This responsibility statement was approved by the Board of
Directors on 29 November 2021 and is signed on its behalf by:
The Directors are also responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and Company and
enable them to ensure that the financial statements and the
Directors’ Remuneration Report comply with the Companies Act
2006 and, as regards the Group financial statements, Article 4 of the
IAS Regulation.
The Directors are responsible for the maintenance and integrity of
the Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Zillah Byng-Thorne
Chief Executive
29 November 2021
ANNUAL REPORT AND ACCOUNTS FY 2021 / 113
Corporate Governance Financial
Statements
116
INDEPENDENT
AUDITORS' REPORT
128
CONSOLIDATED
INCOME STATEMENT
128
CONSOLIDATED
STATEMENT OF
COMPREHENSIVE
INCOME
129
CONSOLIDATED
STATEMENT OF
CHANGES IN EQUITY
129
COMPANY STATEMENT
OF CHANGES IN EQUITY
130 CONSOLIDATED
BALANCE SHEET
COMPANY
131
BALANCE SHEET
132
CONSOLIDATED CASH
FLOW STATEMENT
133
NOTES TO THE
CONSOLIDATED CASH
FLOW STATEMENT
135
ACCOUNTING POLICIES
142 NOTES TO THE
FINANCIAL
STATEMENTS
114 / FUTURE PLC
114 / FUTURE PLC
Financial Statements
ANNUAL REPORT AND ACCOUNTS FY 2021 / 115
ANNUAL REPORT AND ACCOUNTS FY 2021 / 115
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
•
•
•
•
the financial statements of Future plc (the ‘parent company’) and its subsidiaries (together the ‘group’)
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30
September 2021 and of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with International Accounting
Standards in conformity with the requirements of the Companies Act 2006 and International Financial
Reporting Standards (IFRSs) as adopted by the European Union;
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced
Disclosure Framework”; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements which comprise:
•
•
•
•
•
•
•
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated and parent company balance sheets;
the consolidated and parent company statements of changes in equity;
the consolidated cash flow statement;
the accounting policies compliance statement and basis of preparation; and
the related notes 1 to 30.
The financial reporting framework that has been applied in the preparation of the group financial statements
is applicable law and International Accounting Standards in conformity with the requirements of the
Companies Act 2006 and IFRSs as adopted by the European Union. 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 FRS 101 “Reduced Disclosure Framework” (United Kingdom
Generally Accepted Accounting Practice).
2. 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 Financial Reporting Council’s (the
‘FRC’s) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services provided to the group and
116 / FUTURE PLC
Independent Auditors' report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
3. Summary of our audit approach
KKeeyy aauuddiitt mmaatttteerrss
The key audit matters that we identified in the current year were:
• The valuation of acquired intangible assets relating to GoCo Group plc
• The valuation of Newstrade returns provisions
Within this report, key audit matters are identified as follows:
Newly identified
Similar level of risk
MMaatteerriiaalliittyy
SSccooppiinngg
The materiality that we used for the group financial statements was £6.6m which
was determined on the basis of 5% of profit before tax adjusted for exceptional
items, defined in note 5.
Our scoping covered 94% of the Group’s revenue; 90% of the Group’s profit before
tax; and 82% of the Group’s total assets.
4. Conclusions relating to going concern
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.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt
the going concern basis of accounting included the following:
•
•
•
•
•
Understood the processes and controls underpinning management’s forecasting of financial
performance and cashflow and determination of downside scenarios including those to support accuracy
of the models and the underlying data;
Challenged the adequacy of downside scenarios and the reverse stress tests and perform sensitivity
testing, considering the plausibility of a break even scenario;
Assessed the impact of refinancing on the Group’s borrowing facilities and performing procedures to
evaluate actual and forecast covenant positions as set out in note 18 to the financial statements;
Considered whether there is a material inconsistency between the viability statement and the knowledge
we obtained in the audit; and
Assessed the going concern disclosures in the annual report.
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 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.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 117
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
5. 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 which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team.
These matters 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.
Key audit matters were identified as part of the prior year that have not been identified in the current year
include accounting for the acquisition of Barcroft Studios and TI Media, classification of exceptional items,
valuation of goodwill and other intangible assets, accounting for uncertain tax provisions and the impact of
COVID-19. These matters are not considered to be key audit matters in the current year as these relate to
events that specifically related to the prior year or are no longer considered material due to the increased size
of the group.
55..11.. TThhee vvaalluuaattiioonn ooff aaccqquuiirreedd bbrraanndd iinnttaannggiibbllee aasssseettss rreellaattiinngg ttoo GGooCCoo GGrroouupp ppllcc
KKeeyy aauuddiitt mmaatttteerr
ddeessccrriippttiioonn
HHooww tthhee ssccooppee ooff oouurr
aauuddiitt rreessppoonnddeedd ttoo tthhee
kkeeyy aauuddiitt mmaatttteerr
Following the acquisition of GoCo Group plc in the period, management has
completed the valuation of the acquisition balance sheet of the business, which
includes £319.5m of acquired intangible assets including £279.8m of brand
intangible assets. Management engaged valuation specialists to support in the
valuation of intangibles and the overall preparation of the acquisition balance
sheet position including goodwill.
The acquisition of GoCo Group plc is material to the group and there is significant
judgement in determining the revenue growth assumptions that underpin the
valuation of the GoCompare brand intangibles. Further details are included
within the Audit Committee report on page 84, in the accounting policies section
and note 28 to the financial statements.
In response to the identified key audit matter we have performed the following
procedures:
- Assessed the processes and relevant controls around management
estimates including those around data used in forming those estimates.
Assessed relevant controls over management review of revenue
projections and input data used in that review;
-
Evaluated the appropriateness of the methodology used to value
intangible assets and the reasonableness of key valuation assumptions,
supported by our own valuation specialists;
118 / FUTURE PLC
Independent Auditors' report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
- Challenged the revenue growth and margin assumptions driving value in
the model through benchmarking against analyst and industry consensus,
considering both confirmatory and contradictory evidence;
- Challenged the basis for customer attrition assumptions and margin
through benchmarking to comparator acquisitions and tested the
accuracy of the underlying data used;
- Checked the mechanical accuracy of the valuation models;
- Considered the reasonableness of useful economic lives through
benchmarking to comparator acquisitions and other qualitative factors;
and
- Assessed the competence, capabilities and objectivity of management’s
valuation specialists; and
- Assessed the adequacy of disclosures relating to the acquired intangibles,
taking into account the requirements of relevant financial reporting
standards.
KKeeyy oobbsseerrvvaattiioonnss
Based on the work performed, we determined that the valuation of acquired
brand intangible assets in relation to GoCo Group plc was appropriate.
55..22.. TThhee vvaalluuaattiioonn ooff IInntteerrnnaattiioonnaall NNeewwssttrraaddee rreettuurrnnss pprroovviissiioonnss
KKeeyy aauuddiitt mmaatttteerr
ddeessccrriippttiioonn
Magazine newsstand and distribution revenue, where the group is the publisher, is
recognised at the date the publication is available for sale. The amount of revenue
recognised is dependent on an estimate of the number of returns.
There is a lag period over which returns can occur resulting in inherent judgement
in estimating the number of returns, particularly international sales, and changes to
the estimated number could have a material impact on magazine revenue
therefore we consider this a key audit matter and a potential fraud risk in respect of
revenue recognition. The value of the returns provision at 30 September 2021 is
£51.2m (2020: £39.2m), of which £15.3m (2020: £2.6m) relates to international
sale returns by the core Future business.
Further details are included within the Audit Committee report on page 84 and in
the accounting policies section and note 2 to the financial statements.
In response to the identified key audit matter we have performed the following
procedures:
- Assessed the processes and relevant controls around management
estimates including those around data used in forming those estimates.
- Assessed relevant controls around management reviews and controls
related to the accuracy of information used;
HHooww tthhee ssccooppee ooff oouurr
aauuddiitt rreessppoonnddeedd ttoo tthhee
kkeeyy aauuddiitt mmaatttteerr
ANNUAL REPORT AND ACCOUNTS FY 2021 / 119
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
- We have understood and assessed the basis for management’s provisions
including the consistency in policy and application in each period;
- We have compared management’s estimated returns levels to historical
trends and tested post year end returns against provisions;
- We have assessed the forecasting accuracy of past estimates made by
reviewing post period actual returns and considered any contradictory
evidence; and
- We have assessed the level of uncertainty and sensitivity in the estimate
and evaluated the appropriateness of management’s disclosure under the
requirements of IAS 1.
KKeeyy oobbsseerrvvaattiioonnss
Based on the work performed, we determined that the valuation of Newstrade
returns provision was appropriate.
6. Our application of materiality
66..11.. MMaatteerriiaalliittyy
We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
GGrroouupp ffiinnaanncciiaall ssttaatteemmeennttss
PPaarreenntt ccoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss
MMaatteerriiaalliittyy
£6.6m (2020: £2.6m)
£4.0m (2020: £4.3m)
BBaassiiss ffoorr
ddeetteerrmmiinniinngg
mmaatteerriiaalliittyy
5% of profit before tax adjusted for
exceptional items, as defined in note 5.
(In 2020 the previous auditor set group
materiality based on 5% of profit before
tax).
RRaattiioonnaallee ffoorr
tthhee bbeenncchhmmaarrkk
aapppplliieedd
Profit before tax adjusted for exceptional
items is a key metric for the principal users
of the financial statements as it derives the
prediction of future share price, the ability
to pay dividends, and is therefore of
particular importance to both
shareholders and potential investors.
Parent company materiality is based on 2%
of net assets, which is capped at 60% of
group materiality.
(In 2020 the previous auditor set parent
company materiality based on 1% of total
assets).
The company is non-trading and operates
primarily as a holding company. As such,
we believe the net asset position is the
most appropriate benchmark to use.
120 / FUTURE PLC
Independent Auditors' report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
Profit before tax adjusted for exceptional
items better reflect earnings, growth and
performance of the business, given that
the adjustments to operating profit are
deemed to be one-off in both quantum
and nature.
£131.6m
Profit before tax
adjusted for
exceptional items
Group materiality
£6.6m
Component
materaility range
£1.8m to £2.8m
Audit Committee
reporting threshold
£0.3m
66..22.. PPeerrffoorrmmaannccee mmaatteerriiaalliittyy
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
PPeerrffoorrmmaannccee
mmaatteerriiaalliittyy
BBaassiiss aanndd
rraattiioonnaallee ffoorr
ddeetteerrmmiinniinngg
ppeerrffoorrmmaannccee
mmaatteerriiaalliittyy
GGrroouupp ffiinnaanncciiaall ssttaatteemmeennttss
PPaarreenntt ccoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss
70% of group materiality
70% of parent company materiality
In setting performance materiality, we considered:
-
-
-
The quality of the control environment in the group and whether we were able to
rely on controls;
The low number of corrected and uncorrected misstatements identified in the
previous audit; and
The level of consistency in key management personnel.
66..33.. EErrrroorr rreeppoorrttiinngg tthhrreesshhoolldd
We agreed with the Audit Committee that we would report all audit differences in excess of £0.3m (2020:
£0.1m) as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the
overall presentation of the financial statements.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 121
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
7. An overview of the scope of our audit
77..11.. IIddeennttiiffiiccaattiioonn aanndd ssccooppiinngg ooff ccoommppoonneennttss
Our group audit was scoped by obtaining an understanding of the Group and its environment, including group-
wide controls, and assessing the risks of misstatement at the group level.
Based on that assessment we focused our group audit scope primarily on the audit work at four components,
which were subject to a full scope audit. This has increased from three in the previous year due to the
acquisition of GoCo group plc in the period.
The four components represent the principal business units with the Group’s reportable segments and
account for 94% of the Group’s revenue and 90% of the profit before tax and 82% of total assets. They were
also selected to provide an appropriate basis for undertaking audit work to address the risks of material
misstatement identified above. Our audit work at these components, excluding the parent company, were
executed at levels of materiality applicable to each individual entity, which were lower than group materiality
ranging from £1.8m to £2.8m (2020: £1.1m to £2.6m).
At the group level we also tested the consolidation process and carried out analytical procedures to confirm
our conclusion that there were no significant risks of material misstatement of the aggregated financial
information of the remaining components not subject to full scope audit. None of these components
represented more than 5% of revenue or 9% profit before tax individually.
The group is audited by one audit team, led by the Senior Statutory Auditor. The audit has been performed at
the Group’s Bath and Newport head offices and London offices, as the books and records for each entity
within the group are maintained at these locations.
66%%
RReevveennuuee
9944%%
Full audit scope
1100%%
PPrrooffiitt
bbeeffoorree ttaaxx
9900%%
Full audit scope
Review at group level
Review at group level
77..22.. OOuurr ccoonnssiiddeerraattiioonn ooff tthhee ccoonnttrrooll eennvviirroonnmmeenntt
1188%%
TToottaall aasssseettss
8822%%
Full audit scope
Review at group level
The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an
understanding of the relevant IT environment, including performance of general IT control (“GITC”) testing.
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, key audit matters, and in relation to significant accounting estimates. We did not rely on
controls in any areas of the audit and instead adopted a fully substantive approach.
122 / FUTURE PLC
Independent Auditors' report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
8. 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 course of 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 this gives rise to 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.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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.
10. 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 123
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
1111..11..
IIddeennttiiffyyiinngg aanndd aasssseessssiinngg ppootteennttiiaall rriisskkss rreellaatteedd ttoo iirrrreegguullaarriittiieess
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following:
•
•
•
•
•
the nature of the industry and sector, control environment and business performance including the
design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and
performance targets;
the group’s own assessment of the risks that irregularities may occur either as a result of fraud or
error;
results of our enquiries of management internal audit, and the audit committee about their own
identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the group’s documentation of their policies
and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance
o detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud
o the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations.
the matters discussed among the audit engagement team and relevant internal specialists, including
tax, valuation, IT, and industry specialists regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the estimate of the international sales
related Newstrade returns provision at year-end. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts
and disclosures in the financial statements.
The key laws and regulations we considered in this context included UK Companies Act, Listing Rules, pensions
legislation and tax legislation.
In addition, we considered provisions of other laws and regulations including FCA related legislation that do
not have a direct effect on the financial statements but compliance with which may be fundamental to the
group’s ability to operate or to avoid a material penalty.
124 / FUTURE PLC
Independent Auditors' report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
1111..22..
AAuuddiitt rreessppoonnssee ttoo rriisskkss iiddeennttiiffiieedd
As a result of performing the above, we identified the valuation of Newstrade returns provision as a key audit
matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in
more detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
financial statements;
• enquiring of management, the audit committee and external legal counsel concerning actual and
potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may
•
•
indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit reports and
reviewing correspondence with HMRC; and
in addressing the risk of fraud through management override of controls, testing the appropriateness
of journal entries and other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified 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.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
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.
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 any material misstatements in the strategic report
or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the group’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 125
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
•
•
•
•
•
•
the directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 59;
the directors’ explanation as to its assessment of the group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 65;
the directors' statement on fair, balanced and understandable set out on page 113;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 60;
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 83 and 85, and
the section describing the work of the audit committee set out on page 82.
14. Matters on which we are required to report by exception
1144..11..
AAddeeqquuaaccyy ooff eexxppllaannaattiioonnss rreecceeiivveedd aanndd aaccccoouunnttiinngg rreeccoorrddss
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our
•
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
1144..22..
DDiirreeccttoorrss’’ rreemmuunneerraattiioonn
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
1155..11..
AAuuddiittoorr tteennuurree
Following the recommendation of the Audit Committee, we were appointed by the shareholders at the Annual
General Meeting on 21 February 2021 to audit the financial statements for the year ended 30 September
2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm is therefore
one year.
1155..22..
CCoonnssiisstteennccyy ooff tthhee aauuddiitt rreeppoorrtt wwiitthh tthhee aaddddiittiioonnaall rreeppoorrtt ttoo tthhee aauuddiitt ccoommmmiitttteeee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in
accordance with ISAs (UK).
126 / FUTURE PLC
Independent Auditors' report
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC (CONTINUED)
16. 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.
Mark Tolley, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
29 November 2021
ANNUAL REPORT AND ACCOUNTS FY 2021 / 127
2021
Non -GAAP
Adjusted
results
£m
Adjusting
items
£m
Statutory
results
£m
Non -GAAP
Adjusted
results
£m
2020
Adjusting
items
£m
606.8
(411.0)
195.8
0.3
(7.8)
(7.5)
-
188.3
(38.3)
150.0
-
606.8
339.6
(80.5)
(80.5)
-
-
-
-
(80.5)
(3.4)
(83.9)
(491.5)
(246.2)
115.3
0.3
(7.8)
(7.5)
-
107.8
(41.7)
66.1
93.4
0.5
(3.0)
(2.5)
-
90.9
(18.0)
72.9
-
(42.7)
(42.7)
7.6
(2.3)
5.3
(1.5)
(38.9)
10.3
(28.6)
Note
1, 2
3
7
7
1
8
Statutory
results
£m
339.6
(288.9)
50.7
8.1
(5.3)
2.8
(1.5)
52.0
(7.7)
44.3
Note
10
10
2021
pence
59.3
58.1
2020
pence
46.4
45.4
2021
£m
66.1
(12.3)
(12.3)
53.8
2020
£m
44.3
(8.3)
(8.3)
36.0
Consolidated income statement
for the year ended 30 September 2021
Revenue
Net operating expenses
Operating profit
Finance income
Finance costs
Net finance (costs)/income
Other expense
Profit before tax
Tax (charge)/credit
Profit for the year attributable to owners of the parent
See page 137 and note 10 for a reconciliation between adjusted and statutory results.
Earnings per 15p Ordinary share
Basic earnings per share
Diluted earnings per share
Consolidated statement of comprehensive income
for the year ended 30 September 2021
Profit for the year
Items that may be reclassified to the consolidated income statement
Currency translation differences
Other comprehensive expense for the year
Total comprehensive income for the year attributable to owners of the parent
Items in the statement above are disclosed net of tax.
128 / FUTURE PLC
Financial Statements
Financial Statements
Consolidated statement of changes in equity
for the year ended 30 September 2021
Group
Balance at 30 September 2019
Retained earnings impact of adopting IFRS 16
Restated balance at 1 October 2019
Profit for the year
Currency translation differences (net of tax)
Other comprehensive expense for the year
Total comprehensive income for the year
Share capital issued during the year
Acquisition of own shares
Share schemes
- Issue of treasury shares to employees
- Value of employees’ services
- Current tax on options
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2020
Profit for the year
Currency translation differences (net of tax)
Other comprehensive expense for the year
Total comprehensive income for the year
Share capital issued during the year
Acquisition of own shares
Share schemes
- Issue of treasury shares to employees
- Value of employees’ services
- Current tax on options
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2021
Issued share
capital
£m
Note
12.5
-
12.5
-
-
-
-
Share
premium
account
£m
97.2
-
97.2
-
-
-
-
Merger
reserve
£m
140.4
-
140.4
-
-
-
-
22, 24
2.2
99.8
30.5
24
24
6
14
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22, 24
3.4
24
24
6
14
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
411.0
-
-
-
-
-
-
18.1
-
197.0
-
581.9
Treasury
reserve
£m
Accumulated
exchange
differences
£m
(0.3)
-
(0.3)
-
-
-
-
-
(9.1)
0.6
-
-
-
-
-
-
-
-
-
(4.9)
6.1
-
-
-
-
(7.6)
10.5
-
10.5
-
(8.3)
(8.3)
(8.3)
-
-
-
-
-
-
-
2.2
-
(12.3)
(12.3)
(12.3)
-
-
-
-
-
-
-
(10.1)
14.7
197.0
170.9
(8.8)
Company statement of changes in equity
for the year ended 30 September 2021
Company
Balance at 30 September 2019
Loss for the year
Total comprehensive loss for the year
Share capital issued during the year
Share schemes
- Issue of treasury shares to employees
- Value of employees’ services
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2020
Loss for the year
Total comprehensive loss for the year
Share capital issued during the year
Share schemes
- Issue of treasury shares to employees
- Value of employees’ services
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2021
Issued share
capital
£m
Note
Share
premium
account
£m
Merger
reserve
£m
Retained
earnings
£m
12.5
-
-
2.2
-
-
-
-
14.7
-
-
3.4
-
-
-
-
18.1
97.2
-
-
99.8
-
-
-
-
197.0
-
-
-
-
-
-
31.4
-
-
30.5
-
-
-
-
61.9
-
-
411.0
-
-
-
-
197.0
-
472.9
22, 24
24
6
9
22, 24
24
6
9
ANNUAL REPORT AND ACCOUNTS FY 2021 / 129
Retained
(losses)/
earnings
£m
(46.9)
(0.8)
(47.7)
44.3
-
-
44.3
-
-
(0.6)
5.6
8.4
(3.7)
(1.0)
5.3
66.1
-
-
66.1
-
-
(6.1)
10.0
(2.4)
11.7
(1.6)
83.0
58.9
(6.5)
(6.5)
-
(0.6)
5.6
(3.9)
(1.0)
52.5
(8.7)
(8.7)
Total
equity
£m
213.4
(0.8)
212.6
44.3
(8.3)
(8.3)
36.0
132.5
(9.1)
-
5.6
8.4
(3.7)
(1.0)
381.3
66.1
(12.3)
(12.3)
53.8
414.4
(4.9)
-
10.0
(2.4)
11.7
(1.6)
862.3
Total
equity
£m
200.0
(6.5)
(6.5)
132.5
(0.6)
5.6
(3.9)
(1.0)
326.1
(8.7)
(8.7)
-
414.4
(6.1)
10.0
1.4
(1.6)
47.5
(6.1)
10.0
1.4
(1.6)
735.5
Financial Statements
Consolidated balance sheet
as at 30 September 2021
Assets
Non-current assets
Property, plant and equipment
Intangible assets - goodwill
Intangible assets - other
Deferred tax
Total non-current assets
Current assets
Inventories
Corporation tax recoverable
Trade and other receivables
Cash and cash equivalents
Finance lease receivable
Total current assets
Total assets
Equity and liabilities
Equity
Issued share capital
Share premium account
Merger reserve
Treasury reserve
Accumulated exchange differences
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
Lease liability due in more than one year
Deferred tax
Provisions
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
Trade and other payables
Corporation tax payable
Lease liability due within one year
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2021
£m
2020
£m
11
12
12
14
15
16
21
22
24
24
24
18
20
14
19
18
17
47.4
688.2
466.5
3.8
1,205.9
1.0
-
98.0
324.3
1.9
425.2
1,631.1
18.1
197.0
581.9
(7.6)
(10.1)
83.0
862.3
458.1
44.0
70.3
6.1
578.5
42.5
140.8
2.1
4.9
190.3
768.8
1,631.1
20.9
309.7
183.9
1.0
515.5
0.7
1.7
72.4
19.3
1.6
95.7
611.2
14.7
197.0
170.9
(8.8)
2.2
5.3
381.3
73.6
18.7
2.5
5.1
99.9
7.8
116.2
-
6.0
130.0
229.9
611.2
The financial statements on pages 128 to 173 were approved by the Board of Directors on 29 November 2021 and signed on its
behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
130 / FUTURE PLC
Financial Statements
Company balance sheet
as at 30 September 2021
Assets
Non-current assets
Investments in Group undertakings
Deferred tax
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Equity
Issued share capital
Share premium account
Merger reserve
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2021
£m
2020
£m
13
14
15
16
22
24
24
18
18
17
1,006.7
1.9
1,008.6
73.9
266.4
340.3
1,348.9
18.1
197.0
472.9
47.5
735.5
442.8
442.8
39.4
131.2
170.6
613.4
1,348.9
356.3
1.2
357.5
72.6
0.1
72.7
430.2
14.7
197.0
61.9
52.5
326.1
73.6
73.6
4.3
26.2
30.5
104.1
430.2
As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of
comprehensive income is presented. The Company's loss for the year was £8.7m (2020: £6.5m).
The financial statements on pages 128 to 173 were approved by the Board of Directors on 29 November 2021 and signed on its
behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
Future plc
03757874
ANNUAL REPORT AND ACCOUNTS FY 2021 / 131
Financial Statements
2021
£m
197.2
(4.9)
(0.9)
(25.7)
165.7
(3.7)
(7.4)
-
(169.3)
-
(180.4)
-
(0.7)
(4.9)
559.4
(213.6)
(4.6)
(6.4)
(6.1)
-
(1.6)
321.5
306.8
19.3
(1.8)
324.3
2020
£m
91.9
(1.4)
(0.7)
(8.4)
81.4
(0.9)
(3.1)
(0.1)
(73.5)
(2.2)
(79.8)
104.4
(3.4)
(8.5)
142.1
(220.7)
3.5
(0.6)
(3.9)
0.2
(1.0)
12.1
13.7
6.6
(1.0)
19.3
Consolidated cash flow statement
for the year ended 30 September 2021
Cash flows from operating activities
Cash generated from operations
Net interest paid on bank facilities
Interest paid on lease liabilities
Tax paid
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of computer software and website development
Purchase of magazine titles and websites
Purchase of subsidiary undertakings, net of cash acquired
Disposal of subsidiaries, magazine titles and websites
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of Ordinary share capital
Costs of share issue
Acquisition of own shares
Drawdown of bank loans
Repayment of bank loans
(Repayment)/drawdown of overdraft
Bank arrangement fees
Repayment of principal element of lease liabilities
Settlement of derivative
Dividends paid
Net cash generated from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year
132 / FUTURE PLC
Financial Statements Notes to the consolidated cash flow statement
for the year ended 30 September 2021
A. Cash generated from operations
The reconciliation of profit for the year to cash generated from operations is set out below:
Profit for the year
Adjustments for:
Depreciation and impairment charge
Amortisation of intangible assets and impairment charge
Share schemes
- Value of employees’ services
Net finance costs/(income)
Tax charge
Loss on the sale of operations
Cash generated from operations before changes
in working capital and provisions
Movement in provisions
(Increase)/decrease in inventories
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Cash generated from operations
B. Analysis of net debt
Group
2021
£m
66.1
9.7
57.5
10.0
7.5
41.7
-
192.5
0.2
(0.2)
8.9
(4.2)
197.2
Group
2020
£m
44.3
6.9
25.1
5.6
(2.8)
7.7
1.5
88.3
-
0.5
2.6
0.5
91.9
The definition of net debt is provided in the 'Presentation of non-statutory measures' section of the Accounting policies, on page 135.
Group
Cash and cash equivalents
Debt due within one year
Debt due after more than one year
Net debt
Group
Cash and cash equivalents
Debt due within one year
Debt due after more than one year
Net debt
1 October
2020
£m
19.3
(7.8)
(73.6)
(62.1)
1 October
2019
£m
6.6
(4.3)
(42.6)
(40.3)
Cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2021
£m
293.5
(31.4)
(303.2)
(41.1)
13.3
(3.2)
(80.0)
(69.9)
-
(0.1)
(1.6)
(1.7)
(1.8)
-
0.3
(1.5)
324.3
(42.5)
(458.1)
(176.3)
Cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2020
£m
(15.5)
(3.5)
78.7
59.7
29.2
-
(111.0)
(81.8)
-
-
0.2
0.2
(1.0)
-
1.1
0.1
19.3
(7.8)
(73.6)
(62.1)
ANNUAL REPORT AND ACCOUNTS FY 2021 / 133
Financial Statements
C. Reconciliation of movement in net debt
Net debt at start of year
Increase in cash and cash equivalents
Increase in borrowings
Other non-cash changes
Exchange movements
Net debt at end of year
D. Changes in financial assets and financial liabilities
Group
Financial assets
Trade and other receivables (net)
Cash and cash equivalents
Finance lease receivable
Total financial assets
Financial liabilities
Lease liabilities
Current borrowings
Non-current borrowings
Total financial liabilities
Net financial assets and liabilities
Group
Financial assets
Trade and other payables
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
(104.8)
[ ]
[ ]
[ ]
Group
2021
£m
(62.1)
306.8
(417.8)
(1.7)
(1.5)
(176.3)
Group
2020
£m
(40.3)
13.7
(35.8)
0.2
0.1
(62.1)
1 October
2020
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other
non cash
movements
£m
30 September
2021
£m
58.7
19.3
1.6
79.6
(24.7)
(7.8)
(2.2)
293.5
(0.4)
290.9
[ ]
7.7
[ ]
[ ]
6.5
(32.1)
(74.5)
(308.3)
(211.8)
(132.2)
(326.2)
(35.3)
18.5
13.3
-
31.8
[ ]
(28.6)
[ ]
(3.5)
(3.2)
(80.0)
(115.3)
(83.5)
(1.5)
(1.8)
-
(3.3)
[ ]
0.5
0.4
-
(0.3)
0.6
(2.7)
-
-
0.7
0.7
-
(27.6)
-
-
(27.6)
(26.9)
73.5
324.3
1.9
399.7
(125.2)
(48.9)
(43.1)
(463.1)
(680.3)
(280.6)
1 October
2019
£m
Cash flows
£m
Share issues
£m
Acquisitions
£m
Changes in
fair values and
unwinding of
discount
£m
Adopion of
IFRS 16 Leases
£m
Exchange
movements
£m
Other non
cash move-
ments
£m
30 September
2020
£m
Trade and other receivables (net)
Cash and cash equivalents
Finance lease receivable
Financial asset - derivative
36.0
6.6
-
1.4
(6.2)
(15.5)
(0.1)
(0.2)
Total financial assets
44.0
(22.0)
Financial liabilities
Trade and other payables
Lease liabilities
Current borrowings
Non-current borrowings
Deferred consideration
Contingent consideration
Total financial liabilities
Net financial assets and liabilities
(53.8)
-
(4.3)
(43.3)
(43.9)
(10.9)
(156.2)
(112.2)
(0.5)
4.0
(3.5)
78.7
21.4
3.6
103.7
81.7
-
-
-
-
-
-
-
-
-
21.8
-
21.8
21.8
29.2
29.2
-
-
58.4
(49.8)
(11.9)
-
(111.0)
-
-
(172.7)
(114.3)
-
-
-
(1.2)
(1.2)
-
-
-
-
(0.3)
6.8
6.5
5.3
-
-
1.8
-
1.8
0.4
(16.8)
-
-
-
-
(16.4)
(14.6)
(0.3)
(1.0)
-
-
(1.3)
(1.1)
-
-
1.1
1.0
0.5
1.5
0.2
-
-
(0.1)
-
(0.1)
-
-
-
-
-
-
-
(0.1)
58.7
19.3
1.6
-
79.6
(104.8)
(24.7)
(7.8)
(74.5)
-
-
(211.8)
(132.2)
134 / FUTURE PLC
Financial Statements
Accounting policies
Compliance statement and basis of preparation
Future plc (the Company) is incorporated and registered in the United Kingdom and is a public company limited by shares. The address of the
Company’s registered office and its registered number are given on pages 131 and 182. The financial statements consolidate those of Future plc and
its subsidiaries (the Group).
The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB) and the IFRS Interpretations Committee’s (IFRS IC) interpretations adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union, applicable as at 30 September 2021, and those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
The principal accounting policies applied in the preparation of the consolidated financial statements published in this 2021 Annual Report are
set out on pages 135 to 141. These policies have been applied consistently to all years presented, unless otherwise stated below. These financial
statements have been prepared under the historical cost convention, except for derivative financial instruments, and contingent and deferred
consideration, which are measured at fair value.
The going concern basis has been adopted in preparing these financial statements as stated by the Directors on page 113.
The Company has applied Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’
(FRS 101) issued by the Financial Reporting
New or revised accounting standards
and interpretations adopted in the
year
Amendments regarding the disclosure of
accounting policies;
- IAS 8 Amendments regarding the definition
Council (FRC) incorporating the Amendments
The following standards and amendments
of accounting estimates;
to FRS 101 issued by the FRC in July 2015, and
became effective in the year:
- IAS 12 Amendments regarding deferred tax
the amendments to Company law made by The
- amendment to IFRS 3 Clarifying the definition
on leases and decommissioning
Companies, Partnerships and Groups (Accounts
of a business;
obligations;
and Reports) Regulations 2015. In these
- amendment to IAS 1 and IAS 8 Definition of
- IAS 16 Amendments prohibiting a company
financial statements, the Company has applied
material; and
from deducting from the cost of property,
the exemptions available under FRS 101 in
- amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4
plant and equipment amounts received
respect of the following disclosures:
and IFRS 16: Interest Rate Benchmark Reform
from selling items produced while the
- A Cash Flow Statement and related notes;
Phase 2.
company is preparing the asset for its
- Comparative period reconciliations for
There has been no material impact from the
intended use;
share capital and tangible fixed assets;
adoption of new standards, amendments to
- IAS 37 Amendments regarding the costs to
- Disclosures in respect of transactions with
standards or interpretations which are relevant
include when assessing whether a contract
wholly owned subsidiaries;
to the Group.
is onerous; and
- Disclosures in respect of capital
During April 2021 the IFRS Interpretations
- Annual Improvements to IFRS Standards
management;
Committee finalised an agenda decision
2018-2020 Cycle.
- The effects of new but not yet effective
regarding configuration and customisation
The Group does not expect that the
IFRSs; and
costs in Cloud Computing arrangements
standards and amendments issued but not yet
- Disclosures in respect of the compensation
(Software as a Service) under IAS 38. The Group
effective will have a material impact on results
of Key Management Personnel.
has changed its accounting policy relating to
or net assets.
The Company produces consolidated
the capitalisation of software costs to align with
financial statements which are prepared in
the interpretation, however there is no impact
accordance with International Financial
Reporting Standards. As the consolidated
on amounts capitalised on the balance sheet as
a result of this alignment.
Presentation of non-statutory
measures
financial statements of the Company include
the equivalent disclosures, the Company has
also taken the exemptions under FRS 101
available in respect of the following disclosures:
- IFRS 2 Share Based Payments in respect of
group settled share based payments; and
New accounting standards,
amendments and interpretations
that are issued but not yet applied by
the Group
The Directors believe that adjusted results and
adjusted earnings per share provide additional
useful information on the core operational
performance of the Group to shareholders, and
review the results of the Group on an adjusted
basis internally. The term ‘adjusted’ is not a
- The disclosures required by IFRS 7 and IFRS
Certain new standards, amendments and
defined term under IFRS and may not therefore
13 regarding financial instrument disclosures
interpretations to existing standards have been
be comparable with similarly titled profit
have not been provided.
published that are mandatory for accounting
measurements reported by other companies. It
As permitted by s408 of the Companies Act
periods beginning on or after 1 October 2021
is not intended to be a substitute for, or superior
2006 the Company has elected not to present
and which the Group has chosen not to adopt
to, IFRS measurements of profit.
its own profit and loss account or statement of
early. These include the following standards
Adjustments are made in respect of:
comprehensive income for the year. The profit
which are relevant to the Group:
- Share-based payments – share-based
attributable to the Company is disclosed in the
- amendment to IAS 1 Amendments
payment expenses (relating to equity-
footnote to the Company’s balance sheet.
regarding the classification of liabilities and
settled share awards with vesting periods
ANNUAL REPORT AND ACCOUNTS FY 2021 / 135
Financial Statements longer than 12 months), together with
the balance is driven by the Group’s
trading results of the Group without the impact
associated social security costs, are
assessment of the relevant discount rate to
of one-off items, amortisation of acquired
excluded from the adjusted results of the
apply. Excluding these items ensures
intangible assets, exceptional items, share-
Group as the Directors believe they result in
comparability between years.
based payment expenses (relating to
a level of charge that would distort the
- Changes in the fair value of currency option
equity-settled share awards with vesting
user’s view of the core trading performance
- the Group has excluded this from its
periods longer than 12 months), together with
of the Group. Details of share-based
adjusted results as the option was acquired
associated social security costs and any tax
payments are shown in note 23.
in order to hedge USD exposure to
related effects (including the impact of the UK
- Exceptional items – the Group considers
acquisition-related contingent
tax rate change) that would otherwise distort
items of income and expense as
consideration and does not relate to the
the users understanding of the Group's
exceptional and excludes them from the
core underlying trading performance of the
performance. In the prior year this also
adjusted results where the nature of the
Group.
excludes changes in the fair value of contingent
item, or its size, is material and/or is not
The tax related to adjusting items is the tax
consideration (and unwinding of associated
related to the core underlying trading of the
effect of the items above, calculated using the
discount) and on the currency option (including
Group so as to assist the user of the
standard rate of corporation tax in the relevant
any related tax effects).
financial statements to better understand
jurisdiction.
A summary table of all measures is included
the results of the Group. The impairment
Reference to 'core or underlying' reflects the
below:
charge recognised in the year in respect of
acquired intangible assets has been
excluded from the adjusted results of the
Group as it is non-cash and relates to
acquired intangible assets for which
amortisation is already considered to be an
adjusting item. As such it is not considered
to be reflective of the core trading
performance of the Group. Details of
exceptional items are shown in note 5.
- Amortisation of acquired intangible assets
– the amortisation charge for those
intangible assets recognised on business
combinations is excluded from the adjusted
results of the Group since they are non-cash
charges arising from non-trading
investment activities. As such, they are not
considered to be reflective of the core
trading performance of the Group.
- Impact of the UK tax rate change – this was
substantively enacted in the UK in May 2021
and results in tax rates increasing from 19%
to 25% in 2023. This has been excluded
from the adjusted results of the Group as it
results in a one-off non-cash impact on the
Group’s deferred tax balances and would
otherwise significantly distort the Group’s
core underlying tax charge.
The following adjustments are only relevant
in the context of the prior year results:
- Change in the fair value of contingent
consideration - the Group excludes the
remeasurement of these acquisition-related
liabilities from its adjusted results as the
impact of remeasurement can vary
significantly depending on the underlying
Adjusted
free cash
flow
acquisition’s performance. The unwinding
Net debt
of the discount on contingent consideration
is also excluded from the Group’s adjusted
results on the basis that it is non-cash and
136 / FUTURE PLC
Closest
equivalent
statutory
measure
Operating
profit
APM
Adjusted
operating
profit
Adjusted
profit
before tax
Profit
before tax
Definition
Adjusted operating profit represents earnings before share-
based payments (relating to equity-settled awards with vesting
periods longer than 12 months) and related social security costs,
amortisation of acquired intangible assets, exceptional items and
the prior year fair value movements on contingent consideration.
This is a key management incentive metric, used within the
Group’s Deferred Annual Bonus Plan.
Adjusted operating profit margin is adjusted operating profit as
a percentage of revenue.
Adjusting items are shown in the table below and defined in the
table commentary.
Adjusted profit before tax represents earnings before share-
based payments (relating to equity-settled awards with vesting
periods longer than 12 months) and related social security costs,
interest, tax, amortisation of acquired intangible assets, excep-
tional items, and any related tax effects as well as the impact of
the UK tax rate change. The prior year results are also adjusted
for fair value movements on contingent consideration (and
unwinding of associated discount) and on the currency option
(including any related tax effects).
Adjusting items are shown in the table below and defined in the
table commentary.
Adjusted
diluted
earnings
per share
Diluted
earnings
per share
Adjusted diluted earnings per share (EPS) represents adjusted
profit after tax divided by the weighted average dilutive number
of shares at the year end date.
This is a key management incentive metric, used within the
Group’s Performance Share Plan.
A reconciliation is provided in note 10.
Adjusted
effective
tax rate
Adjusted
operating
cash flow
Effective
tax rate
Adjusted effective tax rate is defined as the effective tax rate
adjusted for the tax impact of adjusting items. The tax impact of
adjusting items is provided in note 8.
Operating
cash flow
Adjusted operating cash flow represents cash generated from
operations adjusted to exclude cash flows relating to exceptional
items and movement on accrual for employer's taxes on share-
based payments relating to equity settled share awards with
vesting periods longer than 12 months, and to include lease re-
payments following adoption of IFRS 16 Leases in the prior year.
Free cash
flow
Adjusted free cash flow is defined as adjusted operating cash
flow less capital expenditure.
Statutory
net debt
Net debt is defined as the aggregate of the Group's cash and
cash equivalents and its external bank borrowings net of capital-
ised bank arrangement fees. It does not include lease liabilities
recognised following the adoption of IFRS 16 Leases in the prior
year.
Financial Statements A reconciliation of adjusted operating profit
net assets acquired is recorded as goodwill.
- Magazine newsstand circulation, print
to profit before tax is shown below:
Inter-company transactions, balances and
subscription and advertising revenue is
2021
£m
2020
£m
Adjusted operating profit
195.8
93.4
Adjusted net finance costs
(7.5)
(2.5)
Adjusted profit before tax
188.3
90.9
Adjusting items:
Share-based payments
(including social
security costs)
(14.8)
(5.5)
unrealised gains on transactions between
recognised according to the date that the
Group companies are eliminated.
related publication goes on sale.
Unrealised losses are also eliminated but
- Online advertising revenue is recognised
are considered an impairment indicator of the
over the period during which the adverts
asset transferred. Accounting policies of
are served.
subsidiaries have been changed where
- Revenue from the sale of digital magazine
necessary to ensure consistency with the
subscriptions is recognised uniformly over
policies adopted by the Group.
the term of the subscription.
- Event income is recognised when the event
has taken place.
- Licensing revenue is recognised on the
Exceptional items (note 5)
(27.4)
(17.1)
Segment reporting
Amortisation of acquired
intangibles (note 12)
Fair value gain on
contingent consideration
Unwinding of discount on
contingent consideration
Fair value loss on currency
option
(38.3)
(21.6)
by geographical segment. The Group also uses
- Publisher services revenue is recognised
The Group is organised and arranged primarily
supply of the licensed content.
-
-
-
7.6
(1.1)
(1.2)
a sub-segment split of Media and Magazines
when the issues are distributed to
for further analysis. Operating segments are
wholesalers.
reported in a manner consistent with the
- Revenue from broadcaster productions is
internal reporting provided to the Chief
recognised over the period of
Operating Decision Makers who are
development in line with expenditure
considered to be the Executive Directors of
incurred.
Profit before tax
107.8
52.0
Future plc.
A reconciliation between adjusted and
- Other revenue is recognised at the time of
sale or provision of service.
- Price comparison revenue is recognised
statutory earnings per share measures is
Revenue recognition
upon completion of the sale.
shown in note 10.
Revenue from contracts with customers is
- Rewards revenue is recognised upon
recognised in the income statement in line
usage of a voucher net of an estimate for
with the five-step model in IFRS 15, to reflect
cancellations.
Basis of consolidation
the pattern of transfer of goods and services
The right of return is considered to be
The consolidated financial statements
to the customer. Revenue is recognised in the
variable consideration. The probable amount
incorporate the financial statements of Future
income statement when control passes to the
of expected returns is estimated using the
plc (the Company) and its subsidiary
customer. If the customer simultaneously
most-likely amount method and accounted for
undertakings. Subsidiaries are all entities
receives and consumes the benefits of the
as a reduction in revenue.
controlled by the Group. Control exists when
contract, revenue is recognised over time.
the Group is either exposed to or has the rights
Otherwise, revenue is recognised at a point in
to variable returns from its involvement with
time.
Foreign currency translation
the entity and has the ability to affect those
Revenue comprises the transaction price of
returns through its power over the entity.
the contract, being consideration received or
(a) Functional and presentation
Subsidiaries are fully consolidated from the
receivable for the sale of goods and services in
currency
date on which control is transferred to the
the ordinary course of the Group’s activities.
Items included in the financial statements of
Group. They are deconsolidated from the date
Revenue is shown net of value-added tax,
each of the Group’s entities are measured
that control ceases. The purchase method of
accounting is used to account for the
estimated returns, rebates and discounts,
which includes retail promotion costs and
using the currency of the primary economic
environment in which the entity operates (‘the
acquisition of subsidiaries by the Group.
advertising rebates, and after eliminating
functional currency’). The consolidated
The cost of an acquisition is measured as the
sales within the Group.
financial statements are presented in sterling,
fair value of the assets given, equity
For print and digital magazine newstrade
which is the Group’s presentation currency.
instruments issued and liabilities incurred or
and subscription revenue, and digital
assumed at the date of exchange, and includes
advertising revenues and expenses, revenue is
(b) Transactions and balances
the fair value of any asset or liability resulting
recognised as the amount paid by the end
Foreign currency transactions are translated
from a contingent consideration arrangement.
consumer, rather than the amount remitted by
into the functional currency using the
Acquisition-related costs are expensed as
the agent.
exchange rate prevailing at the date of the
incurred. Identifiable assets acquired and
Related commissions paid to agents are
transaction. Foreign exchange gains and
liabilities and contingent liabilities assumed in
recognised as an expense within cost of sales.
losses resulting from the settlement of such
a business combination are measured initially
The following recognition criteria also
transactions and from the translation at
at their fair values at the acquisition date. The
apply:
balance sheet exchange rates of monetary
excess of the cost of acquisition over the fair
- eCommerce revenue is recognised at the
assets and liabilities denominated in foreign
value of the Group’s share of the identifiable
time of the related product sale.
currencies are recognised in the income
ANNUAL REPORT AND ACCOUNTS FY 2021 / 137
Financial Statements statement, with exchange differences arising
amount to be expensed over the appropriate
Lease payments are discounted using the
on trading transactions being reported in
service period is determined by reference to
interest rate implicit in the lease, or where not
operating profit and with those arising on
the fair value of the awards. The calculation of
available, the incremental borrowing rate (for
financing transactions reported in net finance
fair value includes assumptions regarding the
leases existing on transition the incremental
costs unless, as a result of cash flow hedging,
number of cancellations and excludes the
borrowing rate).
they are reported in other comprehensive
impact of any non-market vesting conditions
Short-term and low-value leases (as
income.
(for example, earnings per share). Non-
defined by IFRS 16) are recognised on a
market vesting conditions are included in
straight-line basis as an expense in the
(c) Group companies
assumptions about the number of awards
income statement.
The results and financial position of all the
that are expected to vest. At each balance
Finance costs are charged to the income
Group entities that have a functional currency
sheet date, the Group revises its estimates of
statement over the lease term, at a constant
different from the presentation currency are
the number of awards that are expected to
periodic rate of interest. Right-of-use assets
translated into the presentation currency as
vest. It recognises the impact of the revision
are depreciated over the lease term on a
follows:
of original estimates, if any, in the income
straight-line basis. Each lease payment is
(i) Assets and liabilities for each balance
sheet are translated at the closing rate at
the date of that balance sheet.
(ii) Income and expenses for each income
statement are translated at average
exchange rates.
(iii) All resulting exchange differences are
recognised as a separate component of
statement, with a corresponding adjustment
allocated between the liability and finance
to equity for equity-settled awards and
cost.
liabilities for cash-settled awards.
Where the Group is a lessor, where the
The grant by the Company of share awards
lease transfers substantially all the risks and
to the employees of subsidiary undertakings
rewards of ownership to the lessee it is
is treated as a capital contribution. The fair
classified as a finance lease. All others are
value of employee services received,
accounted for as operating leases. Where the
measured by reference to the grant date fair
Group is an intermediate lessor, the sublease
equity and presented separately in the
value, is recognised over the vesting period as
is classified as a finance or operating lease by
Consolidated statement of changes in
an increase to investment in subsidiary
reference to the right-of-use asset arising
equity.
undertakings, with a corresponding credit to
from the head lease. Amounts due from
equity in the Company’s financial statements.
lessees under finance leases are recognised
On consolidation, exchange differences
Shares in the Company are held in trust to
as receivables at the amount of the net
arising from the translation of the net
satisfy the exercise of awards under certain of
investment in the leases. Finance lease
investment in foreign operations, and of
the Group’s share-based compensation plans
income reflects a constant periodic rate of
borrowings and other currency instruments
and exceptional awards. The trust is
return on the Group’s net investment
designated as hedges of such investments,
consolidated within the Group financial
outstanding. Rental income from operating
are taken to shareholders’ equity. When a
statements. These shares are presented in the
leases is recognised on a straight-line basis
foreign operation is sold, exchange
consolidated balance sheet as a deduction
over the term of the relevant lease.
differences that were recorded in equity are
from equity at the market value on the date of
recognised in the income statement as part of
acquisition.
the gain or loss on sale.
Tax
(c) Bonus plans
Tax on the profit or loss for the year comprises
The Group recognises a liability and an
current tax and deferred tax. Tax is recognised
Employee benefits
expense for bonuses taking into
in the income statement except to the extent
consideration the profit attributable to the
that it relates to items recognised directly in
(a) Pension obligations
Company’s shareholders after certain
equity in which case it is recognised in equity.
The Group has a number of defined
contribution plans. For defined contribution
adjustments. The Group recognises a
provision where contractually obliged or
Current tax is payable based on taxable
profits for the year, using tax rates that have
plans the Group pays contributions into a
where there is a past practice that has created
been enacted or substantively enacted at the
privately administered pension plan on a
a constructive obligation.
balance sheet date, along with any
contractual or voluntary basis. The Group has
no further payment obligations once the
contributions have been paid. Contributions
Leases
adjustment relating to tax payable in previous
years. Management periodically evaluates
items detailed in tax returns where the tax
are charged to the income statement as they
Property leases are recognised on the
treatment is subject to interpretation. Taxable
are incurred.
balance sheet as a right-of-use asset and
profit differs from net profit in the income
corresponding lease liability at the date the
statement in that income or expense items
(b) Share-based compensation
leased asset is available for use. Lease
that are taxable or deductible in other years
The Group operates a number of share-based
liabilities are measured at the present value of
are excluded – as are items that are never
compensation plans.
payments less lease incentives receivable.
taxable or deductible. Current tax assets
The fair value of the employee services
Right-of-use assets are measured equal to the
relate to payments on account not offset
received in exchange for the grant of the
value of the lease liability plus restoration
against current tax liabilities.
awards is recognised as an expense. The total
costs.
Deferred tax is provided for in full, using
138 / FUTURE PLC
Financial Statements the liability method, on temporary differences
applicable jurisdiction over the life of the
(b) Acquired intangible assets
arising between the tax bases of assets and
asset.
liabilities and their carrying amounts in the
consolidated financial statements. However,
Dividends
These intangible assets have a finite useful life
and are stated at cost less accumulated
amortisation. Assets acquired as part of a
deferred tax is not accounted for if it arises
All dividend distributions to the Company’s
business combination are initially stated at
from initial recognition of an asset or liability
shareholders are recognised as a liability in
fair value. Amortisation is calculated using the
in a transaction other than a business
the financial statements in the period in which
straight-line method to allocate the cost of
combination that at the time of the
they are approved.
transaction affects neither accounting nor
taxable profit or loss. Deferred tax is
these intangibles over their estimated useful
lives (typically between one and fifteen
years).
determined using tax rates (and laws) that
Property, plant and equipment
Expenditure incurred on the launch of new
have been enacted or substantively enacted
Property, plant and equipment is stated at
magazine titles is recognised as an expense in
by the balance sheet date and are expected to
cost (or deemed cost) less accumulated
the income statement as incurred.
apply when the related deferred tax asset is
depreciation and impairment losses. Cost
realised or the deferred tax liability is settled
includes expenditure that is directly
(c) Computer software and website
in the appropriate territory.
attributable to the acquisition of the items.
development
Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which the
Depreciation
Non-integral computer software purchases
are stated at cost less accumulated
amortisation. Costs incurred in the
temporary differences can be utilised.
Depreciation is calculated using the straight-
development of new websites are capitalised
Deferred tax is provided on temporary
line method to allocate the cost of property,
only where the cost can be directly attributed
differences arising on investments in
plant and equipment less residual value over
to developing the website to operate in the
subsidiaries, except where the timing of the
estimated useful lives, as follows:
manner intended by management and only to
reversal of the temporary difference is
• Land and buildings – 50 years or period
the extent of the future economic benefits
controlled by the Group and it is probable
of the lease if shorter.
expected from its use. These costs are
that the temporary difference will not reverse
• Plant and machinery – between one and
amortised on a straight-line basis over their
in the foreseeable future.
five years.
estimated useful lives (between one and
Certain deferred tax assets and liabilities
• Equipment, fixtures and fittings –
three years). Costs associated with
are offset against each other where they
between one and five years.
maintaining computer software or websites
relate to the same jurisdiction and there is a
• Right-of-use assets – lease term.
are recognised as an expense as incurred.
legally enforceable right to offset.
The assets’ residual values and useful lives
Uncertain tax positions are provided for
are reviewed, and adjusted if appropriate, at
under IAS 12, with due consideration for the
each balance sheet date. An asset’s carrying
interpretive guidance in IFRIC 23. Each
amount is written down immediately to its
Impairment tests and
Cash-Generating Units (CGUs)
uncertain tax treatment is considered either
recoverable amount if the asset’s carrying
A CGU is defined as the smallest identifiable
separately or together with other uncertain
amount is greater than its estimated
group of assets that generates cash inflows
positions in the same jurisdiction, depending
recoverable amount.
that are largely independent of the cash
on which approach better predicts the
Gains and losses on disposals are
inflows from other assets or groups of assets.
resolution of the uncertainty. The effect of
determined by comparing proceeds with
Goodwill is not amortised but tested for
the uncertainty is measured with reference to
carrying amounts. These are included in the
impairment at least once a year or more
the expected value, i.e. the sum of the
income statement.
probability-weighted amounts in a range of
possible outcomes. The expected value better
predicts the resolution of the uncertainty
Intangible assets
where there is a range of possible outcomes.
(a) Goodwill
frequently when there is an indication that it
may be impaired. Therefore, the evolution of
general economic and financial trends as well
as actual economic performance compared to
market expectations represent external
indicators that are analysed by the Group,
Deferred tax in business
combinations
Goodwill represents the difference between
together with internal performance
the cost of the acquisition and the fair value of
indicators, in order to assess whether an
net identifiable assets acquired.
impairment test should be performed more
In business combinations, deferred tax is
Goodwill is stated at cost less any
than once a year.
calculated at the date of acquisition. Where
accumulated impairment losses. Goodwill is
IAS 36 Impairment of Assets requires these
the fair value (and therefore the acquisition
allocated to appropriate groups of cash
tests to be performed at the level of each CGU
accounting value) of assets acquired is
generating units (those expected to benefit
or group of CGUs likely to benefit from
different from its tax base, a deferred tax asset
from the business combination) and it is not
acquisition-related synergies, within an
or liability is recognised on the temporary
subject to amortisation but is tested annually
operating segment.
difference. The tax base is dependent on the
for impairment.
expected tax deductions available in the
Any impairment of goodwill is recorded in
the income statement as a deduction from
ANNUAL REPORT AND ACCOUNTS FY 2021 / 139
Financial Statements operating profit and is never reversed
Inventories
Provisions
subsequently.
Inventories are stated at the lower of cost
Provisions are recognised when the Group
Other intangible assets with a finite life are
and net realisable value. For raw materials,
has a present legal or constructive obligation
amortised and are tested for impairment only
cost is taken to be the purchase price on a
as a result of past events, and it is more likely
where there is an indication that an
first in, first out basis. For finished goods,
than not that an outflow of resources will be
impairment may have occurred.
cost is calculated as the direct cost of
required to settle the obligation.
production. It excludes borrowing costs. Net
Provisions are measured at the Directors’
realisable value is the estimated selling price
best estimate of the expenditure required to
Recoverable amount
in the ordinary course of business, less
settle the obligation at the balance sheet
To determine whether an impairment loss
applicable variable selling expenses.
date, and are discounted to present value
should be recognised, the carrying value of
the assets and liabilities of the CGUs or
where the effect is material.
groups of CGUs is compared to their
Trade and other receivables
recoverable amount.
Trade and other receivables are initially
Carrying values of CGUs and groups of
recognised at fair value and subsequently
Derivative financial instruments and
hedging activities
CGUs tested include goodwill and assets with
measured at amortised cost using the
The Group uses derivative financial
finite useful lives (property, plant and
effective interest method, less a loss
instruments to reduce exposure to foreign
equipment and intangible assets).
allowance. The Group applies the IFRS 9
exchange and interest rate risks and
The recoverable amount of a CGU is the
simplified approach to measuring expected
recognises these at fair value in its balance
higher of its fair value less costs to sell and its
credit losses, which uses a lifetime expected
sheet. For instruments for which hedge
value in use. Fair value less costs to sell is the
loss allowance for all trade receivables.
accounting is applied, gains and losses are
best estimate of the amount obtainable from
Expected loss rates, calculated based on
taken to equity. Any changes to the fair value
the sale of an asset in an arm’s length
historical credit losses, are applied to trade
of derivatives not hedge accounted for are
transaction between knowledgeable, willing
receivables grouped based on days past due.
recognised in the income statement. Any
parties, less the costs of disposal. This
estimate is determined, on 30 September, on
new instruments entered into by the Group
will be reviewed on a ‘case by case’ basis at
the basis of the discounted present value of
Cash and cash equivalents
inception to determine whether they should
expected future cash flows plus a terminal
Cash and cash equivalents include cash in
qualify as hedges and be accounted for
value and reflects general market sentiment
hand and deposits held on call with banks.
accordingly under IFRS 9. In accordance with
and conditions.
Bank overdrafts are shown within
its treasury policy, the Group does not hold
Value in use is the present value of the
borrowings in current liabilities on the
or issue any derivative financial instruments
future cash flows expected to be derived from
balance sheet.
for trading purposes.
the CGUs or group of CGUs. Cash flow
projections are based on economic
assumptions and forecast trading conditions
Trade and other payables
Where hedge accounting is not applied,
changes in fair value of derivative financial
instruments are recognised within profit or
drawn up by the Group’s management, as
Trade and other payables are initially
loss.
follows:
recognised at fair value and subsequently
• cash flow projections are based on
measured at amortised cost.
three-year business plans;
• cash flow projections beyond that
time frame are extrapolated by
Borrowings
Investments
The Company’s investments in subsidiary
undertakings are stated at the fair value of
applying a country-specific growth
rate to perpetuity for both the US,
Borrowings are recognised initially at fair
value, net of transaction costs incurred.
consideration payable, including related
acquisition costs, less any provisions for
Australia and the UK; and
Borrowings are subsequently stated at
impairment.
• the cash flows obtained are discounted
amortised cost with any difference between
using appropriate rates for the business
the proceeds (net of transaction costs) and
and the territories concerned.
the redemption value recognised in the
Exceptional items
If goodwill has been allocated to a CGU and
income statement over the period of the
The Group considers items of income and
an operation within that CGU is disposed of,
borrowings using the effective interest
expense as exceptional and excludes them
the goodwill associated with that operation is
method.
from the adjusted results where the nature of
included in the carrying amount of the
Borrowings are classified as current
the item, or its size, is material and/or is not
operation in determining the profit or loss on
liabilities unless the Group has an
related to the core underlying trading of the
disposal. The goodwill allocated to the
unconditional right to defer settlement of the
Group so as to assist the user of the financial
disposal is measured on the basis of the
liability for at least 12 months after the
statements to better understand the results
relative profitability of the operation disposed
balance sheet date.
and the operations retained.
of the core operations of the Group. Details
of exceptional items are shown in note 5.
140 / FUTURE PLC
Financial Statements
Critical accounting assumptions,
judgements and estimates
(c) Determining the basis on which
adjusted operating profit. A decrease of 50
goodwill is allocated and monitored for
basis points in the discount rate would
The preparation of the financial statements
goodwill impairment testing
increase the amounts recognised in respect of
under IFRS requires the use of certain critical
Judgement is applied in the identification of
brands by £11.1m and customer relationships
accounting assumptions and requires
cash-generating units (“CGUs”). Note that the
by £0.6m, giving rise to a £2.2m increase in the
management to exercise its judgement and to
acquisition of Mozo in Australia means that
deferred tax liability recognised on
make estimates in the process of applying the
there is now material goodwill allocated and
acquisition, and would reduce the level of
Group’s accounting policies.
monitored in the Australia operating segment.
goodwill by £9.5m. An increase of 50 basis
Critical judgements in applying the
Group’s accounting policies
Goodwill cannot be monitored at a lower level
points in the discount rate would reduce the
than the operating segment level and
amounts recognised in respect of brands by
although Australia is not disclosed as a
£12.2m and customer relationships by £0.5m,
The areas where the Board has made critical
reportable segment (as outlined in Note 1 it is
giving rise to a £2.4m reduction in the
judgements in applying the Group’s
aggregated with the UK), this is only because
deferred tax liability recognised on
accounting policies (apart from those
it represents less than 10% of the Group’s
acquisition, and would increase the level of
involving estimations which are dealt with
results (and therefore is not required to be
goodwill by £10.3m. A 10% increase in the
separately below) are:
reported separately under IFRS 8 Operating
forecast adjusted operating profit used in the
segments).
valuation models would increase the amounts
(a) Accounting for acquisitions
Given the speed of integration of acquisitions
recognised in respect of brands by £41.9m and
Management applies judgement in
and the interdependency of revenues across
customer relationships by £5.9m, giving rise to
accounting for acquisitions, including
the Group, both between its brands, the
an increase in the deferred tax liability
identifying assets arising from the application
Media and Magazine sub-segments and
recognised on acquisition of £9.1m, and would
of IFRS 3 Business combinations, undertaking
globally the Directors remain comfortable,
reduce the level of goodwill by £38.7m. A 10%
Purchase Price Allocation exercises to allocate
with the addition of Australia outlined above,
decrease in the forecast adjusted operating
value between assets acquired, including the
with the continued identification of the UK and
profit used in the valuation models would
allocation between intangible assets and
the US as the other primary groups of CGUs
decrease the amounts recognised in respect
goodwill, and where relevant valuing
used in impairment testing, based on how
of brands by £41.7m and customer
contingent consideration. Key judgements are
goodwill is monitored.
made in respect of discount rates, growth
rates, royalty rates and the estimated life of
intangibles, for which sensitivity analysis has
Key sources of estimation
uncertainty
relationships by £5.9m, giving rise to a
reduction in the deferred tax liability
recognised on acquisition of £9.0m, and would
reduce the level of goodwill by £38.6m. See
been provided in section (a) below. See note
The following are areas of key sources of
notes 12 and 28 for further details.
28 for further detail.
estimation uncertainty that may have a
significant risk of causing a material
(b) Provision for returns
(b) Exceptional items
adjustment to the carrying amounts of assets
Where there is a right of return, the Group
Due to the significant acquisition-related
and liabilities within the next financial year:
provides for estimated unsold copies of
activity, there are a number of items which
magazines sold via newsstand wholesalers
require judgement to be applied in
(a) Valuation of acquired intangible assets
and distributors. Provisions require the use of
determining whether they are exceptional in
Acquisitions may result in the recognition of
estimates and judgements, and actual results
nature. In the current year these include
intangible assets, such as titles, trademarks,
could vary from these estimates.
acquisition related costs of £14.7m, being deal
customer lists, subscriber databases, creative
The Group has assessed the sensitivity of the
fees in respect of the GoCo acquisition
services relationships, content, advertising
returns provision to a reasonably possible
(£10.2m) and the Dennis acquisition (£4.5m),
integration and restructuring costs of £2.9m
relationships, customer relationships,
publishing rights, non-compete agreements
change in assumptions, which has been
defined as a 10% increase in the provision as a
relating to GoCo, a £1.0m net expense on the
and eCommerce technology. These assets are
result of lower than estimated returns, and a
exit of onerous properties, and impairment
valued using a discounted cash flow model,
10% decrease in the provision as a result of
charge of £8.8m. This relates to a write down
Multi-period Excess Earnings Method
higher than estimated returns, the impact of
of the brand and customer relationship
(“MEEM”), or a relief from royalty method. In
which would be a £5.2m increase/decrease in
intangible assets relating to Look After My
applying these valuation methods, a number
the provision required and a £2.2m decrease/
Bills which was acquired as part of the GoCo
of key assumptions are made in respect of
increase in revenue.
acquisition, by £4.4m each respectively, as a
discount rates, growth rates, royalty rates and
result of turbulence in the UK gas and
the estimated life of intangibles. During the
electricity market which directly impacted the
year, such critical estimates have been made
auto-switch service offering. See notes 5 and
regarding the GoCo acquisition. The Group
28 for further details.
has assessed the sensitivity of the GoCo
intangible asset values recognised to changes
in key assumptions, which have been
identified as the discount rate and forecast
ANNUAL REPORT AND ACCOUNTS FY 2021 / 141
Financial Statements
Notes to the financial statements
1. SEGMENTAL REPORTING
The Group is organised and arranged primarily by reportable segment. The Executive Directors consider the performance of the
business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK
segment and is not reported separately due to its size. The Group also uses a sub-segment split of Media (websites and events) and
Magazines for further analysis. The Group considers that the assets within each geographical segment are exposed to the same risks.
(a) Reportable segment
(i) Segment revenue
Segment:
UK
US
Total
Sub-segment
2021
Sub-segment
Media
£m
Magazines
£m
220.4
202.4
422.8
176.2
7.8
184.0
Total
£m
396.6
210.2
606.8
Media
£m
Magazines
£m
79.8
157.5
237.3
92.1
10.2
102.3
2020
Total
£m
171.9
167.7
339.6
Transactions between segments are carried out at arm’s length.
(ii) Segment adjusted operating profit
Adjusted operating profit is used by the Executive Directors to assess the performance of each segment. Operating profit for the
Media and Magazines sub-segments is not reported internally, as overheads are not fully allocated on this basis. The table below
shows the impact of intra-group adjustments on the adjusted operating profit for the UK and US segments:
Adjusted operating
profit prior to
intra-group
adjuments
£m
Intra-group
adjustments
£m
Adjusted
operating profit
£m
Adjusted operating
profit prior
to intra-group
adjustments
£m
Intra-group
adjustments
£m
Adjusted
operating profit
£m
2021
2020
64.9
130.9
195.8
68.7
(68.7)
-
133.6
62.2
195.8
10.6
82.8
93.4
48.5
(48.5)
-
59.1
34.3
93.4
Segment:
UK
US
Total
Intra-group adjustments relate to the net impact of charges from the UK to the US in respect of management fees (for back office
revenue functions such as finance, HR and IT which are largely based in the UK) and licence fees for the use of intellectual property.
The increase in the year is driven by the increased operating margin achieved by the Group and the growth in media revenue in the
US.
A reconciliation of total segment adjusted operating profit to profit before tax is provided as follows:
Total adjusted operating profit
Share-based payments (including social security costs)
Amortisation of acquired intangibles
Exceptional items (note 5)
Net finance (costs)/income
Other expense
Profit before tax
142 / FUTURE PLC
2021
£m
195.8
(14.8)
(38.3)
(27.4)
(7.5)
-
107.8
2020
£m
93.4
(5.5)
(21.6)
(15.6)
2.8
(1.5)
52.0
Financial Statements
(iii) Segment assets and liabilities
Segment:
UK
US
Total
(iv) Other segment information
Segment:
UK
US
Total
Segment assets
Segment liabilities
Segment net assets
2021
£m
2020
£m
2021
£m
2020
£m
2021
£m
2020
£m
1,356.3
274.8
1,631.1
269.7
341.5
611.2
(738.3)
(30.5)
(768.8)
(192.5)
(37.4)
(229.9)
618.0
244.3
862.3
77.2
304.1
381.3
Non-current assets
Additions to
non-current assets
Depreciation
and amortisation
Exceptional
items
2021
£m
2020
£m
2021
£m
2020
£m
980.7
221.4
1,202.1
293.1
221.4
514.5
745.0
27.2
772.2
216.7
7.7
224.4
2021
£m
43.2
14.2
57.4
2020
£m
14.1
16.0
30.1
2021
£m
25.9
1.5
27.4
2020
£m
17.0
0.1
17.1
The non-current assets in the table above exclude deferred tax.
Other than the items disclosed above and a share-based payments charge (excluding social security costs) of £10.0m (2020: £5.9m), of
which £8.4m relates to the UK segment (2020: £5.0m) and £1.6m relates to the US segment (2020: £0.9m), and impairment of acquired
intangible assets of £8.8m (2020: £0.8m) solely relating to the UK segment, there were no other significant non-cash expenses during
the year.
(b) Business segment
(i) Gross profit by business segment
Sub-segment
2021
Sub-segment
Media
£m
Magazines
£m
Other
£m
Add back
distribution
expenses
£m
Total
£m
Media
£m
Magazines
£m
Other
£m
Add back
distribution
expenses
£m
Segment:
UK
US
Total
163.5
182.6
346.1
109.4
4.4
113.8
(114.1)
(44.8)
(158.9)
21.3
1.7
23.0
180.1
143.9
324.0
65.0
138.9
203.9
56.4
6.4
62.8
(59.5)
(43.8)
(103.3)
11.5
1.7
13.2
2020
Total
£m
73.4
103.2
176.6
In the prior year revenue of £43.4m arose from sales to the Group’s largest single customer which operates as an intermediary for
digital advertising customers, of which £10.9m is recognised within the UK segment and £32.5m within the US segment. In the
current year no single customer exceeds this threshold. No end customer, or other single customer or group of customers under
common control contributed 10% or more to the Group’s revenue in either the current or prior year. The above analysis excludes the
impact of intra-group adjustments.
Other relates mainly to sales, marketing and editorial related costs that are not directly attributable to Media or Magazines.
2. REVENUE
The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.
Timing of satisfaction of performance obligations
Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and
consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time.
The table overleaf provides detail for each revenue stream:
ANNUAL REPORT AND ACCOUNTS FY 2021 / 143
Financial Statements
Revenue
stream
Nature, timing and satisfaction of
performance obligations
Revenue recognition
Online
advertising
revenue
The Group operates a number of websites with advertising space
on their webpages which are sold via first party and programmatic/
third party routes. Customers can purchase by time and number of
impressions.
For impressions, the performance obligation is the presentation of
the advert to the customer. For time-based adverts, the performance
obligation is the provision of an advert over a period of time to be seen
by the customer.
Revenue is recognised at the point the advert is presented
to the consumer or over the period during which the
advertisements are served.
Principal vs agent considerations mean revenue under
certain contracts is recognised on a gross basis and some is
recognised on a net basis.
eCommerce
revenue
The Group earns commission when purchases are made directly from
third parties by consumers clicking through to these products through
links on the Group’s websites. The facilitation of each product sale
reflects a separate performance obligation.
Revenues related to these commissions are recognised at the
time of the related product sale, less an estimate to reflect the
likelihood of product returns to the retailer based on historic
return rates.
Subscriptions of magazines are sold online, with subscribers sent
a digital or print version of the magazine every month (or multiple
versions in a ‘double issue month’).
Cash is received in advance (either annually or monthly via direct
debit).
For print subscriptions each magazine delivered represents a distinct
performance obligation, whereas for digital magazines providing
access to the digital content represents a distinct performance
obligation.
For digital magazines cash collected in advance is deferred, with
revenue recognised uniformly over the term of the subscription.
For print magazines cash collected in advance is deferred,
with revenue recognised at a point in time when the relevant
publication being subscribed to goes on sale.
Principal vs agent considerations mean revenue under certain
contracts is recognised on a gross basis and some is recognised
on a net basis.
Single issues of magazines are sold in stores and online.
The provision of each issue is a separate performance obligation, which
is satisfied when the issue goes on sale.
The Group holds a number of events throughout the year, including shows
and awards events, held physically and virtually. Revenue arises from the
following:
- Stand/table space; sponsorship; ticket sales; and marketing packages.
Cash is collected in advance of the event. Each event is a separate
performance obligation, being satisfied when the event has taken place.
Licence fees are charged for the use of the Group’s brands and content.
Performance obligations are satisfied over time (for example magazine
content provided each month) and at a point in time (historic content is
provided up-front).
Revenue is recognised at a point in time on the date that the
related publication goes on sale based on the estimate of sales
net of returns.
Principal vs agent considerations mean revenue under certain
contracts is recognised on a gross basis and some is recognised
on a net basis.
Cash collected in advance is deferred, with revenue recognised
at a point in time when the event takes place.
Revenue is recognised on the supply of the licensed content,
based on usage.
The Martketforce business is a distributor for magazines, and was
acquired as part of the acquisition of TI Media in April 2020.
Performance obligations are satisfied at a point in time, when the issues
go on sale.
Revenue is recognised at a point in time on the date that the
related publication goes on sale based on the estimate of sales
net of returns.
Print and
digital
magazine
subscriptions
Magazine
newsstand
circulation
and
advertising
revenue
Event income
Licensing
revenue
Publisher
services
revenue
Broadcaster
productions
Television programming content is developed and produced for public
broadcast.
Performance obligations are satisfied over the period of the
development in line with expenditure incurred.
Revenue is recognised over time, with the input method used
to reflect the transfer of control to the customer. Inputs include
costs incurred/labour hours expended, which provide a faithful
depiction of the transfer of goods and services, directly relating
to the progress of development of the programmes to date,
which are commissioned specifically by broadcasters.
Price
comparison
Revenue from price comparison services, acquired as part of the GoCo
and Mozo acquisitions in February 2021, represents amounts receivable
for insurance, utilities and other product introductions, including click
through fees.
Performance obligations are satisfied at a point in time, being the point
at which a policy is sold, a consumer signs up to a new tariff, or in limited
cases when a customer clicks through to a partner website.
Upon the completion of a sale, revenue is measured at the
fair value of the consideration received or receivable, net of an
estimate of cancellations.
Rewards
Revenue is generated through commission arrangements, primarily based
on a fixed percentage of spend. Performance obligations are satisfied at
a point in time, when an online voucher transaction is approved by the
merchant.
Upon usage of a voucher and approval by the merchant, revenue
is measured net of an estimate for cancellations.
144 / FUTURE PLC
Financial Statements
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
Total revenue
Over time
£m
13.8
Point in time
£m
Total revenue
£m
593.0
606.8
Over time
£m
12.3
Point in time
£m
Total revenue
£m
327.3
339.6
2021
2020
3. NET OPERATING EXPENSES
Operating profit is stated after charging:
Cost of sales
Distribution expenses
Share-based payments (including
social security costs)
Exceptional items (note 5)
Depreciation
Amortisation
Other administration expenses
4. FEES PAID TO AUDITORS
Adjusted
results
£m
(282.8)
(23.0)
(1.2)
-
(8.7)
(10.4)
(84.9)
(411.0)
Adjusting
items
£m
-
-
(14.8)
(27.4)
-
(38.3)
-
(80.5)
2021
Statutory
results
£m
(282.8)
(23.0)
(16.0)
(27.4)
(8.7)
(48.7)
(84.9)
(491.5)
Adjusted
results
£m
(163.0)
(13.2)
(3.2)
-
(5.8)
(2.7)
(58.3)
(246.2)
Audit fees in respect of the audit of the financial statements of the
Company and the consolidated financial statements
Audit related assurance services
Other assurance services1
Total fees
1 Other assurance services in the current year relate to the interim review, and in the prior year fees relating to the TI Media acquisition.
5. EXCEPTIONAL ITEMS
Acquisition and integration related costs
Impairment of assets
Total operating charge
Disposals
Total charge
Adjusting
items
£m
-
-
(5.5)
(15.6)
-
(21.6)
-
(42.7)
2021
£m
0.56
-
0.56
0.04
0.60
2021
£m
18.6
8.8
27.4
-
27.4
2020
Statutory
results
£m
(163.0)
(13.2)
(8.7)
(15.6)
(5.8)
(24.3)
(58.3)
(288.9)
2020
£m
0.43
0.04
0.47
0.29
0.76
2020
£m
14.8
0.8
15.6
1.5
17.1
Exceptional items include acquisition related costs of £18.6m, being deal fees in respect of the GoCo acquisition (£10.2m) and the
Dennis acquisition (£4.5m) (2020: relating to the acquisition of TI Media (£3.8m)), integration and restructuring costs of £3.9m
consisting of £2.9m relating to the GoCo acquisition (2020: £9.1m relating to the integration of TI Media), as well as a £1.0m net expense
on the exit of onerous properties (2020: £1.6m net expense on the exit of onerous properties) following acquisitions, consisting of a
£8.0m impairment of right-of-use assets, net of a £6.3m release of lease-related liabilities following the surrender of leases and £0.7m
recognition of finance lease receivable.
The impairment charge of £8.8m relates to a write down of the brand and customer relationship intangible assets relating to Look
After My Bills ('LAMB') which was acquired as part of the GoCo acquisition, by £4.4m each respectively, as a result of turbulence in the
UK energy market which directly impacted the auto-switch service offering.
Further details of the acquisitions are shown in note 28.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 145
Financial Statements
6. EMPLOYEE COSTS
Wages and salaries
Social security costs
Other pension costs
Share schemes
- Value of employees’ services1
- Employer’s social security costs on share options
Total employee costs
Group
2021
£m
133.9
12.7
4.0
10.1
6.0
166.7
Company
2021
£m
1.9
-
-
-
-
Group
2020
£m
90.6
8.2
2.4
5.9
2.8
1.9
109.9
1 In the current year, £10.0m (2020: £5.6m) relates to equity-settled and £0.1m (2020: £0.3m) to cash-settled share based payments.
Average monthly number of people (including Directors)
Production
Administration
Total
Group
2021
No.
1,690
705
2,395
Company
2021
No.
-
9
9
Group
2020
No.
1,303
333
1,636
At 30 September 2021, the actual number of people employed by the Group was 2,527 (2020: 2,037). In respect of our reportable
segments 2,027 (2020: 1,639) were employed in the UK and 500 (2020: 398) were employed in the US.
Key management personnel compensation
Salaries and other short-term employee benefits
Post employment benefits
Share schemes
- Value of employees’ services
- Employer’s social security costs on share options
Total
Group
2021
£m
2.7
-
3.5
4.3
10.5
Company
2021
£m
1.9
-
-
-
1.9
Group
2020
£m
2.6
0.1
1.0
1.0
4.7
Company
2020
£m
1.5
-
-
-
-
1.5
Company
2020
No.
-
7
7
Company
2020
£m
1.5
-
-
-
1.5
Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for
planning, directing and controlling the activities of the Group.
Zillah Byng-Thorne and Rachel Addison were paid by Future Publishing Limited, a subsidiary company, for their services. In 2021
£0.9m (2020: £0.7m) was recharged to Future plc by Future Publishing Limited in respect of Zillah Byng-Thorne, and £0.5m (2020:
£0.2m) was recharged in respect of Rachel Addison. In 2020 £0.3m was recharged in respect of Penny Ladkin-Brand. These recharges
are included in the salaries line for the Company in the table above.
Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 88 to 109. The
highest paid Director during the year was Zillah Byng-Thorne (2020: Zillah Byng-Thorne) and details of her remuneration are shown on
page 101.
146 / FUTURE PLC
Financial Statements
7. FINANCE INCOME AND COSTS
Interest receivable on interest-bearing loans and borrowings
Interest receivable on lease liabilities
Adjusted finance income
Decrease in fair value of contingent consideration
Total reported finance income
Interest payable on interest-bearing loans and borrowings
Amortisation of bank loan arrangement fees
Interest payable on lease liabilities
Adjusted finance costs
Fair value loss on currency option
Unwinding of discount on contingent consideration
Total reported finance costs
Net finance (costs)/income
2021
£m
0.2
0.1
0.3
-
0.3
(5.1)
(1.7)
(1.0)
(7.8)
-
-
(7.8)
(7.5)
2020
£m
0.4
0.1
0.5
7.6
8.1
(1.8)
(0.4)
(0.8)
(3.0)
(1.2)
(1.1)
(5.3)
2.8
For further information in respect of the Group’s debt facilities and changes during the year see note 18.
In FY 2020, the £7.6m decrease in fair value of contingent consideration arose in respect of the SmartBrief, Inc acquisition. Similarly,
£1.1m arose from unwinding of the discount on the contingent consideration in the prior year, of which £0.8m related to the
acquisition of SmartBrief and £0.3m to Mobile Nations.
8. TAX ON PROFIT
The tax charged in the consolidated income statement is analysed below:
Corporation tax
Current tax on the profit for the year
Adjustments in respect of previous years
Current tax charge
Deferred tax origination and reversal of temporary differences
Current year charge
Adjustments in respect of previous years
Deferred tax charge/(credit)
Total tax charge
2021
£m
30.5
(0.3)
30.2
13.9
(2.4)
11.5
41.7
The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are
explained below:
Profit before tax
Profit before tax at the standard UK tax rate of 19% (2020: 19%)
Release of provision for uncertain tax positions
Expenses not deductible for tax purposes
Non-deductible amortisation
Share-based payments
Non-taxable gain on deferred consideration
Effect of different rates of subsidiaries operating in other jurisdictions
Effect of change in tax rates
Difference in current and deferred tax rates
Adjustments in respect of previous years
Total tax charge
2021
£m
107.8
20.5
(1.1)
2.3
0.5
2.4
-
4.7
15.6
(0.5)
(2.7)
41.7
2020
£m
9.7
0.1
9.8
0.4
(2.5)
(2.1)
7.7
2020
£m
52.0
9.9
(1.5)
0.9
-
0.1
(1.9)
2.7
-
(0.1)
(2.4)
7.7
ANNUAL REPORT AND ACCOUNTS FY 2021 / 147
Financial Statements
Included below is a reconciliation between the statutory and adjusted tax charge:
Total statutory tax charge
Tax effect of adjusting items:
Exceptional items
Share based payments
Amortisation of acquired intangibles
Change in tax rate
Fair value loss on currency option
Unwinding of discount on contingent consideration
Total adjusted tax charge
2021
£m
41.7
1.3
(1.5)
12.4
(15.6)
-
-
38.3
2020
£m
7.7
2.3
1.0
6.7
-
0.2
0.1
18.0
In the UK Budget of 3 March 2021, it was announced that the main corporation tax rate rate will increase from 19% to 25% with effect
from 1 April 2023. This change was substantively enacted on 24 May 2021 within the Finance Bill 2021 and as a result the relevant
deferred tax balances have been re-measured with a total impact of £15.6m as shown above. This is made up of an increase in deferred
tax liabilities on acquired intangibles of £21.4m, offset by increases in deferred tax assets for share based payments, tax losses and
capital allowances of £5.8m.
The Directors have assessed the Group’s uncertain tax positions and reduced the level of provision from £4.5m in the prior year to
£3.4m in the current year. As a result of this reduction the Group has recognised a tax credit in the year of £1.1m. The provision for
uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23. Further information
is given in the accounting policies section on page 138.
The adjusted tax charge takes into account amortisation of acquired intangible assets. The tax adjustment of £12.4m in respect of
these intangibles represents a 26% effective rate on the underlying adjustment and reflects the mix of UK and US intangibles that are
amortised.
As set out in the accounting policies the effect of the UK tax rate change has been excluded from the adjusted results of the Group as
it results in a one-off non-cash impact on the Group's deferred tax balances that would otherwise significantly distort the Group's core
underlying tax charge.
9. DIVIDENDS
Equity dividends
Number of shares in issue at end of year (million)
Dividends paid in year (pence per share)
Dividends paid in year (£m)
2021
120.6
1.6
(1.6)
2020
98.0
1.0
(1.0)
Interim dividends are recognised in the period in which they are paid and final dividends are recognised in the period in which they
are approved.
On 29 November 2021 the Board proposed a dividend of 2.8p per share, totalling an estimated £3.4m, in respect of the year ended 30
September 2021, which subject to shareholder consent at the AGM, will be paid on 9 February 2022 to shareholders on the register at
close of business on 14 January 2022.
A dividend of 1.6p per share totalling £1.6m in respect of the year ended 30 September 2020 was paid on 16 February 2021.
148 / FUTURE PLC
Financial Statements
10. EARNINGS PER SHARE
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
2021
2020
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
134.6
131.9
(75.3)
(73.8)
59.3
58.1
76.3
74.7
(29.9)
(29.3)
46.4
45.4
Basic earnings per share are calculated using the weighted average number of Ordinary shares in issue during the year. Diluted earnings
per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into Ordinary
shares of awards held under employee share schemes. Adjusted earnings per share is based on profit after taxation which is then
adjusted to exclude share-based payments (relating to equity settled share awards with vesting periods longer than 12 months) and
associated social security costs, exceptional items, amortisation and impairment of intangible assets arising on acquisitions and any
related tax effects as well as the impact of the UK tax rate change. The prior year results are also adjusted for fair value movements on
contingent consideration (and unwinding of associated discount) and on the currency option (including any related tax effects).
Total Group
Adjustments to profit after tax:
Profit after tax (£m)
Share-based payments (including social security costs) (£m)
Exceptional items (£m)
Amortisation of intangible assets arising on acquisitions (£m)
Decrease in fair value of contingent consideration (£m)
Unwinding of discount (£m)
Fair value loss on currency option (£m)
Tax effect of the above adjustments (£m)
Change in tax rate (£m)
Adjusted profit after tax (£m)
Weighted average number of shares in issue during the year:
- Basic
- Dilutive effect of share options
- Diluted
Basic earnings per share (in pence)
Adjusted basic earnings per share (in pence)
Diluted earnings per share (in pence)
Adjusted diluted earnings per share (in pence)
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence)
Share-based payments (including social security costs) (pence)
Exceptional items (pence)
Amortisation of intangible assets arising on acquisitions (pence)
Decrease in fair value of contingent consideration (pence)
Unwinding of discount (pence)
Fair value loss on currency option (pence)
Tax effect of the above adjustments (pence)
Change in tax rate (pence)
Adjusted basic earnings per share (pence)
Diluted earnings per share (pence)
Share-based payments (including social security costs) (pence)
Exceptional items (pence)
Amortisation of intangible assets arising on acquisitions (pence)
Decrease in fair value of contingent consideration (pence)
Unwinding of discount (pence)
Fair value loss on currency option (pence)
Tax effect of the above adjustments (pence)
Change in tax rate (pence)
Adjusted diluted earnings per share (pence)
2021
2020
66.1
14.8
27.4
38.3
-
-
-
(12.2)
15.6
150.0
44.3
5.5
17.1
21.6
(7.6)
1.1
1.2
(10.3)
-
72.9
111,463,911
95,553,034
2,247,933
2,026,649
113,711,844
97,579,683
59.3
134.6
58.1
131.9
59.3
13.3
24.5
34.4
-
-
-
(10.9)
14.0
134.6
58.1
13.0
24.1
33.7
-
-
-
(10.7)
13.7
131.9
46.4
76.3
45.4
74.7
46.4
5.8
17.9
22.6
(8.0)
1.2
1.3
(10.9)
-
76.3
45.4
5.6
17.5
22.1
(7.8)
1.1
1.2
(10.4)
-
74.7
ANNUAL REPORT AND ACCOUNTS FY 2021 / 149
Financial Statements 11. PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 October 2019
On acquisition
Additions
Adoption of IFRS 16 Leases
Exchange adjustments
At 30 September 2020
On acquisition
Additions
Disposals
Exchange adjustments
At 30 September 2021
Accumulated depreciation
At 1 October 2019
Charge for the year
Impairment
At 30 September 2020
Charge for the year
Disposals
Impairment
Exchange adjustments
At 30 September 2021
Net book value at 30 September 2021
Net book value at 30 September 2020
Net book value at 1 October 2019
Land and
buildings
£m
Plant and
machinery
£m
Equipment,
fixtures and
fittings
£m
Right-of-use
lease assets
£m
1.6
1.9
0.3
-
-
3.8
0.6
0.7
(1.6)
-
3.5
(0.7)
(0.3)
-
(1.0)
(3.2)
1.6
-
-
6.1
0.5
0.6
-
-
7.2
1.0
3.2
(1.0)
-
10.4
(4.7)
(1.2)
-
(5.9)
(1.4)
1.0
-
0.1
0.9
0.5
-
-
-
1.4
0.3
0.3
(0.1)
-
1.9
(0.7)
(0.2)
-
(0.9)
(0.2)
0.1
-
-
-
8.3
-
13.5
(0.3)
21.5
3.4
33.9
(4.8)
(0.4)
53.6
-
(4.1)
(1.1)
(5.2)
(3.9)
4.8
(8.0)
0.1
(2.6)
(6.2)
(1.0)
(12.2)
0.9
2.8
0.9
4.2
1.3
1.4
0.9
0.5
0.2
41.4
16.3
-
Total
£m
8.6
11.2
0.9
13.5
(0.3)
33.9
5.3
38.1
(7.5)
(0.4)
69.4
(6.1)
(5.8)
(1.1)
(13.0)
(8.7)
7.5
(8.0)
0.2
(22.0)
47.4
20.9
2.5
Right-of-use assets relate to property leases. The impairment in the year of £8.0m relates to properties which became vacant during
the year, see note 5 for further detail.
Depreciation is included within administration expenses in the consolidated income statement.
150 / FUTURE PLC
Financial Statements Goodwill
£m
Publishing
rights
£m
Brands
£m
Customer
relationships
£m
Subscribers
£m
Other acquired
intangibles
£m
Other
£m
Total
£m
12. INTANGIBLE ASSETS
Group
Cost
At 1 October 2019
Additions through business combinations
Other additions
Exchange adjustments
At 30 September 2020
Additions through business combinations
Other additions
Disposal
Exchange adjustments
At 30 September 2021
Accumulated amortisation and impairment
At 1 October 2019
Charge for the year
Impairment
Exchange adjustments
At 30 September 2020
Charge for the year
Impairment
Disposal
Exchange adjustments
At 30 September 2021
484.7
97.2
-
(7.6)
574.3
384.7
-
-
(7.8)
951.2
(266.0)
-
-
1.4
(264.6)
-
-
-
1.6
15.5
75.1
-
(0.1)
90.5
-
-
-
(0.1)
90.4
(7.2)
(5.9)
-
-
(13.1)
(9.0)
-
-
0.1
61.6
4.5
-
(1.8)
64.3
287.7
-
-
(2.3)
349.7
(6.3)
(6.2)
-
0.8
(11.7)
(15.7)
(4.4)
-
0.4
16.4
6.0
-
(0.7)
21.7
33.5
-
-
(0.7)
54.5
(1.6)
(2.1)
-
0.1
(3.6)
(5.8)
(4.4)
-
0.2
(263.0)
(22.0)
(31.4)
(13.6)
12.8
3.4
-
(0.6)
15.6
0.1
-
-
(0.5)
15.2
(2.6)
(1.6)
-
0.1
(4.1)
(1.8)
-
-
0.2
(5.7)
9.5
11.5
10.2
34.2
5.3
-
(1.1)
38.4
5.3
-
-
(1.1)
42.6
(15.9)
(5.8)
-
0.5
(21.2)
(6.0)
-
-
0.1
23.2
4.2
3.1
(0.5)
30.0
10.1
7.4
(0.8)
(0.7)
46.0
648.4
195.7
3.1
(12.4)
834.8
721.4
7.4
(0.8)
(13.2)
1,549.6
(19.8)
(319.4)
(2.7)
(0.8)
0.4
(22.9)
(10.4)
-
0.8
0.4
(24.3)
(0.8)
3.3
(341.2)
(48.7)
(8.8)
0.8
3.0
(27.1)
(32.1)
(394.9)
15.5
17.2
18.3
13.9
1,154.7
7.1
3.4
493.6
329.0
Net book value at 30 September 2021
Net book value at 30 September 2020
Net book value at 1 October 2019
688.2
309.7
218.7
Useful economic lives
68.4
77.4
8.3
5-15
years
318.3
52.6
55.3
3-15
years
40.9
18.1
14.8
8-10
years
7-8
years
3-15
years
2
years
Acquired intangibles are amortised over their estimated economic lives, typically ranging between two and fifteen years. See
accounting policy on page 139 for further details. The other acquired intangibles category in the table above includes assets relating to
customer lists, content and software.
Included within the summary of acquired intangible assets above are the following individually material assets:
- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2021 of £254.8m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 19.5 years;
- GoCo customer relationships acquired as part of the GoCo acquisition in February 2021 (NBV at 30 September 2021 of £11.4m with a
UEL of 4 years and remaining amortisation period of 3.5 years);
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 (NBV at 30 September
2021 of £24.8m with a UEL of 15 years and remaining amortisation period of 13.5 years);
- Publishing rights relating to Decanter magazine which was acquired as part of the TI Media acquisition (NBV at 30 September 2021 of
£7.2m with a UEL of 15 years and remaining amortisation period of 13.5 years);
- Publishing rights relating to Country Life magazine which was acquired as part of the TI Media acquisition (NBV at 30 September
2021 of £7.5m with a UEL of 15 years and remaining amortisation period of 13.5 years);
- Subscriber asset relating to the email newsletter subscriber database acquired as part of the SmartBrief acquisition in July 2019 (NBV
at 30 September 2021 of £6.7m with a UEL of 7 years and remaining amortisation period of 5 years); and
- LAMB brand and customer relationships which were both acquired as part of the GoCo acquisition during the year (NBV at 30
September 2021 of £7.3m and £7.0m respectively and with UEL's of 10 and 9 years respectively).
Any residual amount arising as a result of the purchase consideration being in excess of the value of acquired assets is recorded
as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the
occurrence of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Further details
regarding the intangible assets acquired during the year through business combinations (and adjustments to fair value in respect of
ANNUAL REPORT AND ACCOUNTS FY 2021 / 151
Financial Statements
these intangibles) are set out in note 28. Other intangibles relate to capitalised software costs and website development costs which
are internally generated.
An impairment charge of £8.8m has been recognised in the year, relating to a write down of the brand and customer relationship
intangible assets relating to LAMB which was acquired as part of the GoCo acquisition, by £4.4m each respectively, as a result of
turbulence in the UK energy market which directly impacted the auto-switch service offering (see note 5). The recoverable amounts
remaining on the 30 September 2021 balance sheet in respect of these assets are £7.0m in respect of customer relationships and
£7.3m in respect of the LAMB brand which reflect the estimated value in use of these intangible assets, calculated using a post
tax discount rate of 9.5% (pre-tax discount rate of 12.7%). A change of less/plus 100 basis points in the post tax discount rate would
decrease/increase the level of impairment recognised by £0.6m. An increase/decrease in the profits forecast to be generated by the
LAMB assets by 25% would decrease/increase the level of impairment recognised by £3.5m.
The impairment in the prior year of £0.8m relates to the TI Media legacy finance system.
Amortisation is included within administration expenses in the consolidated income statement.
Impairment assessments for goodwill
The net book value of goodwill at 30 September 2021 consists of £532.2m (2020: £170.9m) relating to the UK, £143.3m (2020: £138.8m)
relating to the US and £12.7m (2020: £nil) relating to Australia. The basis for calculating recoverable amounts is described in the
accounting policies on page 140.
Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor
behaviour in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in
the political, economic or legal systems of some countries.
Note that the acquisition of Mozo in Australia means that there is now material goodwill allocated and monitored in the Australia
operating segment. Goodwill cannot be monitored at a lower level than the operating segment level and although Australia is not
disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because it represents less than 10%
of the Group’s results (and therefore is not required to be reported separately under IFRS 8 Operating segments). Therefore we have
performed a separate goodwill impairment assessment for Australia.
As detailed in the accounting policies on pages 139, 140 and 141 and with the addition of Australia above the UK, US and Australian
segments are considered to be the smallest group of cash generating units (‘CGU’) which independently generate cashflows and at
which goodwill is monitored, so impairment testing has been performed at this level.
Other assumptions that influence estimated recoverable amounts are set out overleaf:
At 30 September 2021
UK
US
AUS
Basis of recoverable amount
Source used
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Growth rate to perpetuity
3.0%
3.0%
3.0%
Adjusted EBITDA margins assumed*
39.0% to 45.0%
32.0% to 35.0%
20.0% to 21.0%
Post-tax discount rate
Pre-tax discount rate
9.0%
10.2%
6.7%
7.9%
7.1%
7.2%
* Note that EBITDA margins are after intra-group adjustments for management fees and licence charges.
At 30 September 2020
Basis of recoverable amount
Source used
Growth rate to perpetuity
Adjusted EBITDA margins assumed*
Post-tax discount rate
Pre-tax discount rate
UK
US
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
3.0%
31.0% to 40.0%
7.8%
8.3%
3.0%
26.0%
7.8%
9.6%
* Note that adjusted EBITDA margins are after intra-group adjustments for management fees and licence charges.
152 / FUTURE PLC
Financial Statements Management has determined the values assigned to each of the above key assumptions as follows:
Assumption
Approach used to determining values
Growth rate into perpetuity
This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan.
The rates are consistent with forecasts included in industry reports.
Adjusted EBITDA margins assumed
Adjusted EBITDA margin is based on budgeted and forecast margins from the Group’s three-year
plan (based on past performance and management’s expectations for the future), adjusted to
include intra-group management and licence charges.
Post-tax discount rate
The pre-tax discount rate adjusted for the impact of tax.
Pre-tax discount rate
Reflects risks relevant to each CGU and the country in which they operate.
Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment
has been made for other items, such as rent, which are not included within EBITDA following the adoption of IFRS 16 in the prior year.
A reconciliation between adjusted EBITDA and adjusted operating profit has been included below:
Adjusted EBITDA
Depreciation
Amortisation
Adjusted operating profit
Sensitivity of recoverable amounts
2021
£m
214.9
(8.7)
(10.4)
195.8
2020
£m
101.9
(5.8)
(2.7)
93.4
At 30 September 2021 the analysis of the recoverable amounts gave rise to the following assessments of sensitivity:
The value in use of the UK business, US and Australia business exceeded their carrying values by £1,696.2m, £1,434.9m and £11.2m
respectively. The Group has conducted sensitivity analysis of the impairment testing and has concluded that any reasonably possible
change would not result in an impairment of goodwill.
Goodwill is not considered to be impaired at 30 September 2021.
13. INVESTMENTS IN GROUP UNDERTAKINGS
Company
Shares in Group undertakings
At 1 October
Additions
At 30 September
2021
£m
356.3
650.4
1,006.7
2020
£m
142.2
214.1
356.3
Additions of £650.4m include a £640.4m increased investment in Future Holdings 2002 Limited arising as a result of the capitalisation
of amounts owed to the Company by other Group companies as a result of the approach to funding the GoCo acquisition and
subsequent Group re-organisation.
The remaining additions of £10.0m represents the fair value of share-based compensation awards granted to employees of subsidiary
undertakings of Future Holdings 2002 Limited.
The Directors believe that the carrying values of the investments are supported by their underlying assets.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 153
Financial Statements 14. DEFERRED TAX
The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current
and prior years.
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
Provision for
uncertain tax
positions
£m
At 1 October 2019
Acquisitions
Credited/(charged) to income statement
Charged to equity
At 30 September 2020
Acquisitions
(Charged)/credited to income statement
Credited to equity
Exchange adjustment
At 30 September 2021
(10.6)
(18.0)
2.8
-
(25.8)
(63.5)
(13.2)
-
0.1
(102.4)
8.2
-
0.6
(3.7)
5.1
-
2.4
11.7
-
19.2
1.0
2.0
1.2
-
4.2
(1.5)
2.6
-
(0.2)
5.1
0.5
6.0
0.2
-
6.7
-
-
-
-
6.7
6.7
6.1
(3.9)
-
8.9
-
(4.0)
-
-
4.9
(1.8)
-
1.2
-
(0.6)
-
0.6
-
-
-
Total
£m
4.0
(3.9)
2.1
(3.7)
(1.5)
(65.0)
(11.6)
11.7
(0.1)
(66.5)
In the UK Budget of 3 March 2021, it was announced that the main corporation tax rate will increase from 19% to 25% with effect from 1 April
2023. This change was substantively enacted on 24 May 2021 within the Finance Bill 2021 and as a result the relevant deferred tax balances
have been remeasured. The total impact of the remeasurement in deferred tax was £15.6m and is shown through the '(Charged)/credited to
income statement' line in the above table. This has been split out below:
Current period credit/(charged) to income statement
Effect of tax rate change
Prior year adjustment
Total amount credited/(charged)
to the income statement
6.8
(21.4)
1.4
(13.2)
(1.1)
3.5
-
2.4
0.6
0.7
1.3
2.6
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
Provision for
uncertain tax
positions
(1.2)
1.4
(0.2)
(4.1)
0.2
(0.1)
0.6
-
-
-
(4.0)
0.6
(11.6)
Total
£m
1.6
(15.6)
2.4
Certain deferred tax assets and liabilities will reverse within 12 months of the year end. The following sets out the expected reversal profile:
Within one year
More than one year
At 30 September 2021
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
0.2
(102.6)
(102.4)
2.6
16.6
19.2
2.1
3.0
5.1
(0.3)
7.0
6.7
Tax losses
£m
(0.8)
5.7
4.9
Total
£m
3.8
(70.3)
(66.5)
Certain deferred tax assets and liabilities have been offset against each other where they relate to the same jurisdiction. The following
analysis shows how deferred tax balances have been offset in the disclosure of assets and liabilities:
Deferred tax assets
Deferred tax liabilities
Total non-current assets
Deferred tax assets
Deferred tax liabilities
Total non-current liabilities
Net deferred tax liability
2021
£m
5.5
(1.7)
3.8
33.8
(104.1)
(70.3)
(66.5)
2020
£m
6.4
(5.4)
1.0
18.6
(21.1)
(2.5)
(1.5)
As at 30 September 2021 the Group has unrecognised capital losses totalling £13.8m (2020: £10.5m) and unrecognised unutilised non-
trade loan relationship deficits totalling £2.1m (2020: £1.6m). These all arise in the UK.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these
assets will be recovered.
154 / FUTURE PLC
Financial Statements
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries as any remitted earnings would not give rise to a tax
liability in the foreseeable future. See note 8 for the impact of any changes in tax rates compared to the previous accounting period
which have been substantively enacted and have impacted the measurement of deferred tax balances.
The deferred tax asset of £1.9m (2020: £1.2m) recognised on the Company's balance sheet is in respect of share-based payments. The
Company has no unprovided deferred tax assets or liabilities at 30 September 2021 (2020: £nil).
15. TRADE AND OTHER RECEIVABLES
Current assets:
Trade receivables
Allowance for impairment of trade receivables
Trade receivables net
Amounts owed by Group undertakings
Other receivables
Prepayments and accrued income
Total
Group
2021
£m
82.5
(10.6)
71.9
-
1.6
24.5
98.0
Company
2021
£m
-
-
-
73.9
-
-
73.9
Group
2020
£m
59.5
(6.6)
52.9
-
5.8
13.7
72.4
Company
2020
£m
-
-
-
72.6
-
-
72.6
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. A breakdown of the ageing (net of
provision) is set out below:
Past due
0-30 days
31-60 days
61-90 days
91+ days
Total
Group
2021
£m
1.4
1.1
1.4
0.8
4.7
As at 30 September 2021, trade receivables of £10.6m (2020: £6.6m) were impaired and provided for. The individually impaired
receivables mainly relate to non-UK wholesalers in the newsstand distribution business and energy customers that have been
impacted by the recent energy market disruption and advertising customers.
The movement in the Group allowance for impairment of trade receivables during the year is as follows:
Provision
At 1 October
Impairment losses recognised on trade receivables:
On acquisition
Provided for in the year
Receivables written off during the year
At 30 September
Group
2021
£m
6.6
1.8
2.5
(0.3)
10.6
Group
2020
£m
4.7
2.2
1.8
2.3
11.0
Group
2020
£m
3.2
1.3
2.5
(0.4)
6.6
Trade receivables are written off to administration expenses where there is not a reasonable expectation of recovery. The primary
indicator that there is not reasonable expectation of recovery would be a customer's liquidation but there are also instances where
legal proceedings and/or debt recovery have not succeeded. Receivables written off during the year included amounts provided for in
full on prior acquisitions.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. To measure the expected credit losses trade receivables are grouped by trading subsidiaries. The expected
losses are based on historical credit losses for the 24 months in the period to 30 September 2021. The calculation for the current year
has been amended to reflect an increased reserve due to macroeconomic uncertainties prevalent at this moment with the global
pandemic and energy customers that have been impacted by the recent energy market disruption and specific reserving for acquired
entities where the historical records for credit losses are not available.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 155
Financial Statements
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
2021
Gross carrying amount of trade receivables (£m)
Allowance for impairment of trade receivables (£m)
Expected loss rate
Current
0-30 days
31-60 days
61-90 days
90+ days
68.9
1.7
2.5%
2.6
1.2
1.6
0.5
1.6
0.2
7.8
7.0
46.2%
31.3%
12.5%
89.7%
2020
Gross carrying amount of trade receivables (£m)
Allowance for impairment of trade receivables (£m)
Expected loss rate
Current
0-30 days
31-60 days
61-90 days
90+ days
43.0
1.1
2.6%
5.4
0.7
2.7
0.5
2.5
0.7
5.9
3.6
13.0%
18.5%
28.0%
61.0%
Total
82.5
10.6
Total
59.5
6.6
Credit risk
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default
credit terms are 30 days but can be extended for commercial reasons. Final decisions on both the customer credit limit and the
extension of credit terms are made by a senior manager in the finance function who will take consideration of the following factors;
trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security for trade receivables.
All the Company’s receivables are with Group undertakings and no additional disclosure in relation to credit risk is required. Interest
on £nil (2020: £7.2m) of the amounts owed by Group undertakings has been charged at one-month USD LIBOR plus 2%. The balance
of amounts owed by Group undertakings is interest-free without any terms for repayment and so are repayable on demand.
16. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following for the purposes of the cash flow statements:
Cash and cash equivalents
Group
2021
£m
324.3
Company
2021
£m
266.4
Group
2020
£m
19.3
Company
2020
£m
0.1
As at 30 September 2021 the £300m consideration required to complete the Dennis acquisition had been drawn down and held in
cash in readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition.
The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group
operates. Credit risk is minimised by considering the credit standing of all potential counterparties before selecting them by the use
of external credit ratings. Over 99.99% of the Group's cash and cash equivalent balance was held with counterparties with a minimum
S&P credit rating of A-. The remaining balance related to cash held by the Group. The Group monitors the exposure, credit rating and
outlook of all financial counterparties on a regular basis.
17. TRADE AND OTHER PAYABLES
Trade payables
Amounts owed to Group undertakings
Other taxation and social security
Other payables
Accruals
Deferred income
Total
Group
2021
£m
25.8
-
8.2
11.1
88.6
7.1
140.8
Company
2021
£m
-
130.4
-
-
0.8
-
131.2
Group
2020
£m
25.4
-
6.3
8.6
67.2
8.7
116.2
Company
2020
£m
-
25.9
-
0.1
0.2
-
26.2
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has
financial risk management policies in place to ensure all payables are paid within the agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The amounts owed to Group undertakings are interest-free without any terms for repayment and so are repayable on demand.
156 / FUTURE PLC
Financial Statements
18. FINANCIAL LIABILITIES – INTEREST-BEARING LOANS AND BORROWINGS
Non-current liabilities
Sterling revolving loan
Sterling term loan
US dollar revolving loan
AUS dollar revolving loan
Total
Current liabilities
Multi-currency overdraft
Sterling term loan
Total
Interest rate at
30 September
2021
Interest rate at
30 September
2020
1.83%
1.83%
1.84%
1.83%
1.80%
-
1.90%
-
Interest rate at
30 September
2021
Interest rate at
30 September
2020
1.00%
1.83%
2.01%
-
The interest-bearing liabilities are repayable as follows:
Within one year
Between two and five years
Total
Group
2021
£m
239.3
159.7
43.8
15.3
458.1
Group
2021
£m
3.1
39.4
42.5
Group
2021
£m
42.5
458.1
500.6
Company
2021
£m
239.3
159.7
43.8
-
442.8
Company
2021
£m
-
39.4
39.4
Company
2021
£m
39.4
442.8
482.2
Group
2020
£m
66.6
-
7.0
-
73.6
Group
2020
£m
7.8
-
7.8
Group
2020
£m
7.8
73.6
81.4
Company
2020
£m
66.6
-
7.0
-
73.6
Company
2020
£m
4.3
-
4.3
Company
2020
£m
4.3
73.6
77.9
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £5.6m
(2020: £0.9m).
In November 2020, the Group increased its debt facilities to fund the acquisition of GoCo through a £215m two-year term loan. The
Group's £30m short dated COVID-19 facility was cancelled at this date as it was no longer required.
In July 2021, the Group undertook a further Amend & Extend of its existing £350m debt facilities. The amended facilities comprise a
three-year £400m RCF (repayable in July 2024 but with the ability to request two one-year extensions at lender consent), and a £200m
term loan which amortises at £10m in March and June 2022 and £20m per quarter thereafter with a final bullet payment on expiry in
June 2023 (with one six-month extension option at lender consent). The amended facility was secured at competitive market rates, on
substantially similar terms as the previous facility, giving the Group significant headroom and flexibility to pursue its growth strategy.
At 30 September 2021, the £300m consideration required to complete the Dennis acquisition had been drawn and held in cash in
readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition.
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants.
Total fees relating to the new facility amounted to £3.8m and these are being amortised over the term of the facility. The bank
borrowings and interest are guaranteed by Future plc.
The loans have a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group's
leverage covenant changes. This margin ranges between between 1.75% and 3.00%. The floating rate for borrowings is linked to SONIA
('Sterling Overnight Index Average') plus a baseline CAS (‘Credit Adjustment Spread’) in the case of Sterling, US LIBOR in the case of US
Dollar and BBSW (‘Bank Bill Swap Rate’) in the case of AUS Dollar debt. Switch mechanics are in place to migrate US LIBOR debt to SOFR
(‘Secured Overnight Financing Rate’) subject to certain trigger events. The Group does not expect there to be a material change to the
cost of borrowing from any change to SOFR.
The key covenants are set out in the following table where net debt is exclusive of non-current tax and other payables.
Net debt/Bank EBITDA
Bank EBITDA/Interest
Leverage in respect of any Relevant Period shall not exceed 3.00:1.00
Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00
ANNUAL REPORT AND ACCOUNTS FY 2021 / 157
Financial Statements
Leverage is defined as net debt (excluding capitalised bank arrangement fees and including any non-cash ancillaries), as a proportion
of Adjusted EBITDA adjusted for the impact of IFRS 16 and including the 12 month trailing impact of acquired businesses (in line with
the Group’s bank covenants definition). Adjusted EBITDA is defined as earnings less interest, tax, depreciation and amortisation and
also adjusted for the adjusting items set out in the accounting policies on page 136.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at
30 September 2021 is set out in the following table:
Net debt/Bank EBITDA
Bank EBITDA/Interest
30 September 2021
30 September 2020
Covenant 2021
Covenant 2020
0.8 times
19.4 times
0.6 times
38.8 times
< 3.0 times
> 4.0 times
< 3.0 times
> 4.0 times
A reconciliation between operating profit and bank EBITDA is provided in the table below:
Operating profit
Exceptional items
Share based payments
Depreciation (excluding depreciation of right-of-use assets)
Amortisation of intangible assets
Net interest payable on lease liabilities
Proforma EBITDA from acquisitions
Bank EBITDA
Group
2021
£m
115.3
27.4
14.8
4.8
48.7
(0.9)
18.8
228.9
Group
2020
£m
50.7
14.8
5.5
1.7
25.1
(0.7)
12.1
109.2
Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earnt prior to acquisition during the Group's FY 2021
year end.
The Group had drawn down £3.1m on its interest-bearing overdraft at 30 September 2021 (30 September 2020: £7.8m). Any drawdown
forms part of the Group cash pooling account and can be offset against cash balances in other Group companies. Net of pooling the
Group had a net cash position of £317.9m and total cash balance, including non-pool accounts of £321.2m.
19. PROVISIONS
At 1 October
Adoption of IFRS 16 Leases
On acquisition
Charged in the year
Utilised in the year
At 30 September
Group
2021
£m
5.1
-
0.9
2.2
(2.1)
6.1
Group
2020
£m
2.1
(0.4)
3.8
0.8
(1.2)
5.1
The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of
the vacant property provision is expected to be utilised over the next two years.
Provisions for the Company were £nil (2020: £nil).
20. OTHER NON-CURRENT LIABILITIES
Lease liability due in more than one year
Group
2021
£m
44.0
Group
2020
£m
18.7
See note 21 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities.
158 / FUTURE PLC
Financial Statements
21. FINANCIAL INSTRUMENTS
The Group applies IFRS 9 Financial Instruments. For the Group’s financial assets, the following table shows the measurement
categories under IFRS 9:
Financial asset
Cash and cash equivalents
Trade and other receivables
Derivative – purchased option
IFRS 9 classification
Amortised cost
Amortised cost
Fair value through profit or loss
There has not been a significant impact on the carrying amounts of assets held. All financial assets and liabilities are classed as level 1.
Financial instruments by category
The designation of financial assets and liabilities under IFRS 9 has been taken at the date of initial application, therefore the prior year
classifications have not been amended. The Group’s financial assets and financial liabilities are set out below:
Group
Finance lease receivable
Trade receivables net
Other receivables
Cash and cash equivalents
Total financial assets
Trade payables
Other liabilities
Current borrowings
Non-current borrowings
Lease liabilities
Total financial liabilities
Group
Finance lease receivable
Trade receivables net
Other receivables
Cash and cash equivalents
Total financial assets
Trade payables
Other liabilities
Current borrowings
Non-current borrowings
Lease liabilities
Total financial liabilities
Note
15
15
16
17
17
18
18
20
Note
15
15
16
17
17
18
18
20
Amortised
cost
£m
1.9
71.9
1.6
324.3
399.7
(25.8)
(99.4)
(43.1)
(463.1)
(48.9)
(680.3)
Total carrying
value
£m
1.9
71.9
1.6
324.3
399.7
(25.8)
(99.4)
(43.1)
(463.1)
(48.9)
(680.3)
Amortised
cost
£m
Total carrying
value
£m
1.6
52.9
5.8
19.3
79.6
(25.4)
(79.4)
(7.8)
(74.5)
(24.7)
(211.8)
1.6
52.9
5.8
19.3
79.6
(25.4)
(79.4)
(7.8)
(74.5)
(24.7)
(211.8)
2021
Total fair
value
£m
1.9
71.9
1.6
324.3
399.7
(25.8)
(99.4)
(43.1)
(463.1)
(48.9)
(680.3)
2020
Total fair
value
£m
1.6
52.9
5.8
19.3
79.6
(25.4)
(79.4)
(7.8)
(74.5)
(24.7)
(211.8)
ANNUAL REPORT AND ACCOUNTS FY 2021 / 159
Financial Statements In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £5.6m (2020: £0.9m).
The fair value is the amount for which a financial instrument could be exchanged between knowledgeable, willing parties. If an active
market exists, the market price is applied. If an active market does not exist a discounted cash flow or generally accepted estimation and
valuation technique based on market conditions at the balance sheet date is used to calculate an estimated value.
The market value of financial instruments is determined by the use of valuation techniques including estimated discounted cash flows.
Treasury overview
The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising
from those operations. The agreements governing the principal instruments entered into were approved by the Board.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns
and benefits for shareholders.
The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the
financing of capital expenditure and acquisitions, the management of interest rates on the Group’s debt, the investment of surplus
cash and the management of the Group’s debt facilities. The Group manages all of these exposures with an objective of remaining
within covenant ratios agreed with the Group’s banks, and the Group has been in compliance with its covenants during the year.
These ratios are disclosed in note 18.
Currency and interest rate profile
The currency and interest rate profile of the Group’s financial assets and liabilities is shown below:
Financial assets
Financial liabilities
Floating
rate
£m
Non-
interest
bearing
£m
Total
£m
Floating
rate
£m
Non-
interest
bearing
£m
Net financial
(liabilities)/
assets
£m
Total
£m
272.3
50.5
0.6
0.9
-
22.6
43.1
3.5
1.0
5.2
294.9
93.6
4.1
1.9
5.2
(447.1)
(43.8)
-
(15.3)
-
(154.4)
(16.6)
(1.5)
(1.4)
(0.2)
(601.5)
(60.4)
(1.5)
(16.7)
(0.2)
(306.6)
33.2
2.6
(14.8)
5.0
324.3
75.4
399.7
(506.2)
(174.1)
(680.3)
(280.6)
-
-
-
-
-
-
10.6
57.9
4.3
3.7
3.1
79.6
10.6
57.9
4.3
3.7
3.1
79.6
(75.3)
(7.0)
-
-
-
(113.2)
(14.3)
(0.6)
(1.1)
(0.3)
(188.5)
(21.3)
(0.6)
(1.1)
(0.3)
(177.9)
36.6
3.7
2.6
2.8
(82.3)
(129.5)
(211.8)
(132.2)
At 30 September 2021
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
At 30 September 2020
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
160 / FUTURE PLC
Financial Statements
Interest rate risk
Details of the interest rates on borrowings as at 30 September 2021 are set out in note 18.
The Group had £324.3m of interest-bearing assets at 30 September 2021, primarily as a result of drawing down on its debt facility ahead
of completion of the Dennis acquisition on 1 October 2021. The Group is also exposed to interest rate risk as it borrows funds at floating
interest rates through its bank facilities. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group
evaluates its risk appetite towards interest rate risks regularly and may undertake hedging activities, including interest rate swap
contracts, to manage interest rate risk in relation to its revolving credit facility if deemed necessary. The Group did not enter into any
hedging transactions during the current or prior years and as at 30 September 2021 the floating rates to which the Group was exposed
were SONIA, US LIBOR and BBSW. The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in the
liquidity risk section of this note.
For 2021, if interest rates on net debt had been on average 0.5% higher/lower, throughout the year, with all other variables held constant,
the post-tax profit for the year would have decreased/increased by £0.6m (2020: £0.3m).
There would be no impact on equity excluding retained earnings.
Foreign exchange risk
Some of the Group’s activities are carried out in countries outside the United Kingdom where transactions are carried out in that
country’s own functional currency. Movements in exchange rates can therefore have a significant impact on the Group’s total cash flows,
whilst the translation of the results, assets and liabilities of foreign operations into Sterling can have a significant effect on the Group’s
reported profits and balance sheet. The main exposure is to movements in the US Dollar against Sterling.
The Group’s policy for managing exchange rate risk is summarised as follows:
Transaction exposure – the Group manages this by ensuring that transactions are denominated in the local functional currency of the
operating units wherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered, however the
Group seeks to ensure that its balance sheet positions are naturally hedged wherever possible. The use of forward contracts (or any other
derivative financial instrument) is subject to authorisation by the Board.
A derivative foreign currency option to buy $30m in June 2020 was acquired in order to hedge the currency exposure arising on
contingent consideration relating to the MoNa Mobile Nations, LLC acquisition. Following the acceleration of settlement of contingent
consideration for MoNa, the currency option was closed out early, resulting in a fair value loss of £1.2m being charged to the income
statement in the prior year.
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 10 percent in the value of
the US Dollar against Sterling would have had the following impact on the Group’s current year profit after tax and on retained earnings:
2021 currency risks expressed in
USD/GBP
£m
Reasonable shift
Impact on profit after tax if USD strengthens against GBP
Impact on profit after tax if USD weakens against GBP
Impact on shareholders' funds if USD strengthens against GBP
Impact on shareholders' funds if USD weakens against GBP
2020 currency risks expressed in
USD/GBP
£m
Reasonable shift
Impact on profit after tax if USD strengthens against GBP
Impact on profit after tax if USD weakens against GBP
Impact on shareholders' funds if USD strengthens against GBP
Impact on shareholders' funds if USD weakens against GBP
10%
2.8
(2.8)
23.3
(23.3)
10%
1.4
(1.4)
19.1
(19.1)
ANNUAL REPORT AND ACCOUNTS FY 2021 / 161
Financial Statements The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances
denominated in currencies other than the functional currency of the entity to which they relate. The retained earnings impact
reflects the currency translation differences that would arise directly within other comprehensive income upon retranslation of the
Group’s US subsidiaries on consolidation. The method of estimation involves assessing the translation impact of the US dollar.
Liquidity risk
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s
borrowings are disclosed in note 18.
The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above
to mitigate any liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The
following table shows the Group’s remaining contractual maturity for financial liabilities and derivative financial instruments. The
table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group is obliged to pay, including estimated interest payments but excluding amortisation of bank arrangement fees:
Less than
one year
£m
(25.8)
(4.9)
(99.4)
(52.2)
(182.3)
30 September 2021
Trade payables
Lease liabilities
Other liabilities
Borrowings
Total financial liabilities
30 September 2020
Trade payables
Lease liabilities
Other liabilities
Borrowings
Total financial liabilities
Between one
and two years
£m
Between two
and five years
£m
Between five
and ten years
£m
-
(7.0)
-
(167.2)
(174.2)
-
(18.4)
-
(307.3)
(325.7)
-
(18.1)
-
-
Over ten
years
£m
-
(11.8)
-
-
(18.1)
(11.8)
Less than
one year
£m
Between one
and two years
£m
Between two
and five years
£m
Over five
years
£m
(25.4)
(6.0)
(79.4)
(9.1)
(119.9)
-
(5.4)
-
(1.3)
(6.7)
-
(13.2)
-
(75.0)
(88.2)
-
(1.9)
-
-
(1.9)
Total
£m
(25.8)
(60.2)
(99.4)
(526.7)
(712.1)
Total
£m
(25.4)
(26.5)
(79.4)
(85.4)
(216.7)
The 2020 disclosure has been restated to show balances gross of unamortised debt issue costs (£0.9m) to ensure consistent
treatment with the FY 2021 disclosure and also to include lease liabilities after adoption of IFRS 16.
162 / FUTURE PLC
Financial Statements 22. ISSUED SHARE CAPITAL
Allotted, authorised, issued and fully paid Ordinary shares of 15p each
At 1 October
Share placing to fund acquisition
Issued as consideration for acquisition
Share scheme exercises
Share Incentive Plan matching shares
At 30 September
2021
£m
14.7
-
3.4
-
-
Number of
shares
83,595,421
8,184,906
2,479,031
3,754,818
779
Number of
shares
98,014,955
-
22,608,736
-
943
120,624,634
18.1
98,014,955
2020
£m
12.5
1.2
0.4
0.6
-
14.7
On 17 February 2021, the Company issued 22,608,736 Ordinary shares with a value of £415.1m (share price of £18.36) as part-
consideration for the acquisition of GoCo Group plc. The Company has one class of ordinary shares with a nominal value of 15 pence
each (Ordinary Shares), which does not carry the right to receive a fixed income. Each share carries the right to one vote at general
meetings of the Company. There are no restrictions or agreements known to the Company that may result in restrictions on share
transfers or voting rights in the Company. There are no specific restrictions on the size of a holding, on the transfer of shares, or on
voting rights, all of which are governed by the provisions of the Articles of Association and prevailing legislation.
Further details of acquisitions are shown in note 28.
During the year 943 Ordinary shares were issued under the Share Incentive Plan for a combined total cash commitment of £nil.
23. SHARE-BASED PAYMENTS
The income statement charge for the year for share-based payments (and related social security costs) was £16.0m (2020: £8.7m),
of which £14.8m (2020: £5.5m) is included in ‘adjusting items’ in the income statement see page 137 for a reconciliation of adjusting
items). This charge has been included within administration expenses.
These charges arise when employees are granted awards under the Group’s share option schemes, the Value Creation Plan (VCP),
Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan
(ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates
to the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate
model for each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.
A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:
Outstanding at 1 October
Granted
Share awards exercised
Cancelled
Outstanding at 30 September
Exercisable at 30 September
2021
Number of
options/awards
2,056,807
99,093
(659,621)
(60,242)
1,436,037
152,715
2020
Number of
options/awards
5,227,036
705,849
(3,682,585)
(193,493)
2,056,807
274,193
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was
£23.845 (2020: £13.829).
ANNUAL REPORT AND ACCOUNTS FY 2021 / 163
Financial Statements
A reconciliation of movements in the number of options awarded under the VCP is shown below:
Outstanding at 1 October
Granted
Cancelled
Outstanding at 30 September
2021
Number of
units
-
2,797,674
(219,102)
2,578,572
The above amounts are split equally between the three VCP tranches. A total of 2,940,000 units are available for issue, 980,000 units
per tranche, leaving a headroom at 30 September 2021 of 361,428 units. Further details regarding the rules of the scheme can be
found on page 92.
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual
lives are as follows:
PSP
February 2017
November 2017
February 2018
November 2018
May 2019
June 2019
November 2019
February 2020
June 2020
July 2020
September 2020
February 2021
March 2021
May 2021
DABS
November 2015
November 2019
November 2020
Total outstanding at 30 September
Number of options/awards
Weighted average remaining
contractual life in years
2021
2020
2021
2020
5,250
144,802
-
667,600
66,884
16,992
269,224
50,000
17,222
61,875
2,500
27,083
2,500
22,000
271,530
504,521
26,122
668,491
77,322
16,992
307,095
50,000
17,222
75,000
2,500
-
-
-
2,663
37,349
42,093
1,436,037
2,663
37,349
-
2,056,807
-
-
-
-
1
1
1
1
2
2
1
3
3
3
-
-
2
2
-
-
-
1
2
2
2
2
3
3
2
-
-
-
-
1
-
2
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at
30 September 2021 is £nil (2020: £nil).
The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:
Grant date
Share price at grant date
Exercise price
Vesting period (years)
Expected volatility1
Option life (years)
Expected life (years)
Risk-free rate
Dividend yield
Fair value2
Fair value – TSR element3
Fair value – EPS element4
164 / FUTURE PLC
PSP
PSP
9 Feb 2021
£18.6000
-
3
60%
3
3
0.01%
0.08%
£14.7400
£10.8800
£18.6000
17 Mar 2021
£18.3400
-
3
60%
3
3
0.01%
0.08%
£14.6100
£10.8800
£18.3400
2021
PSP
19 May 2021
£26.5000
-
3
-
3
3
-
-
£26.5000
-
£26.5000
Financial Statements
Grant date
Share price at grant date
Exercise price
Vesting period (years)
Expected volatility1
Option life (years)
Expected life (years)
Risk-free rate
Dividend yield
Fair value2
Fair value – share price element3
Fair value – EPS element4
Notes:
PSP
PSP
PSP
PSP
25 Nov 2019
£14.8000
-
3
47%
3
3
0.47%
0.08%
£12.4000
£10.0000
£14.8000
5 Feb 2020
£11.8800
-
3
47%
3
3
0.43%
0.08%
£9.2219
£6.5638
£11.8800
1 Jun 2020
£13.0400
-
3
58%
3
3
0.00%
0.08%
£10.5863
£8.1326
£13.0400
08 Jul 2020
£12.2600
-
3
58%
3
3
0.00%
0.08%
£9.7798
£7.2995
£12.2600
2020
PSP
21 Sep 2020
£18.3200
-
2
60%
2
2
0.00%
0.08%
£16.1972
£14.0742
£18.3200
1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based
performance criteria, notably TSR and share price performance, the Group has used a Monte Carlo model to determine the fair value.
3. 50% of PSP grants which have market-based performance criteria have been valued using a Monte Carlo model.
4. 50% of PSP grants which have non-market based performance criteria have been valued using a Black-Scholes model.
The fair value per share for grants made under the VCP during the year and the assumptions used in the calculation are as follows:
VCP
VCP
VCP
VCP
VCP
2021
VCP
Grant date
14 Apr 2021
14 Apr 2021
14 Apr 2021
23 Jun 2021
23 Jun 2021
23 Jun 2021
Market capitalisation at grant date
£2,361m
£2,361m
£2,361m
£3,420m
£3,420m
£3,420m
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
3
61%
4
57%
5
53%
0.00%
0.00%
0.00%
3
61%
0.21%
4
56%
0.31%
5
53%
0.41%
£15.47m
£14.01m
£12.59m
£26.54m
£23.49m
£20.73m
Notes:
1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. A Monte Carlo model has been used to determine the fair value. The fair values provided in this table comprise the fair value of each tranche in total, subject to a cap of £95m per tranche,
rather than the value of the award.
Value Creation Plan (VCP)
The VCP was launched during the year to all employees, with awards being made in April and June 2021. The VCP comprises three
equal tranches, based on performance measured over three periods, from 1 October 2020 to: 30 September 2023; 30 September 2024;
and 30 September 2025.
The plan is designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional
shareholder returns over the long-term. To the extent that performance exceeds the hurdle on a measurement date, participants
share 3.33% of the shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are
980,000 per tranche, of which a small pool is reserved for future hires and promotions. Units vest based on value created in terms of £
TSR, being the growth in Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks,
less share issues), over and above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created
at each measurement date will be calculated with reference to the average closing return index over the three months ending on
that date. To the extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full,
immediately. There will be no re-testing allowed.
Performance Share Plan (PSP)
The PSP is a share-based incentive scheme open to the Executive Directors and certain other key employees and ‘rising stars’, usually
based on a percentage of the participant’s salary. Awards under this scheme are subject to stretching performance criteria measured
against a combination of Adjusted diluted earnings per share (“EPS”), and Total Shareholder Return (”TSR”) (in prior years, share price)
performance, depending on the date of grant. Unless the Remuneration Committee decides otherwise at the date of grant, awards
will vest three years after the date of grant subject to the participant’s continued employment within the Group and achievement of
the following performance criteria.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 165
Financial Statements
Performance criteria in respect of awards granted during the year ended 30 September 2018:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry point
of 25% vesting for the EPS element requires a 5% compound annual growth rate (CAGR), with 100% vesting at 10% CAGR. The
threshold entry point of 25% vesting for the share price element requires a 5% CAGR, with 100% vesting at 9% CAGR. Vesting will be
on a straight line basis between the threshold and maximum for both elements. Following the completion of the rights issue in the
year ended 30 September 2018 the Remuneration Committee rebased the share price targets to adjust for the impact of the Purch
acquisition and associated rights issue.
Performance criteria in respect of awards granted during the year ended 30 September 2019:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry
point of 19% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 20% CAGR. The threshold entry point of 19% vesting
for the share price element requires 5% CAGR, with 100% vesting at 20% CAGR. Vesting will be on a straight line basis between the
threshold and maximum for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2020:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of
25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 16% CAGR. The threshold entry point of 25% vesting for the
TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and
maximum for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2021:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of
25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 23% CAGR. The threshold entry point of 25% vesting for the
TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and
maximum for both elements.
The award made in May 2021 is not subject to performance conditions.
Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020,
June 2020, July 2020, September 2020, February 2021, March 2021 and May 2021.
Deferred Annual Bonus Scheme (DABS)
The DABS is a share-based incentive scheme open to the Executive Directors and certain managers across the Group. The maximum
value of any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage of that
eligible participant’s annual bonus for the previous financial year. The number of shares over which an award is to be granted to each
participant will usually be calculated by reference to the market value of an Ordinary share in the Company on the date of the award.
For the Chief Executive, Zillah Byng-Thorne, the annual bonus for the year ending 30 September 2021 is to be paid 50% in cash in
December 2021 and 50% in Future shares, deferred for two years. For Rachel Addison, who served as Chief Financial Officer until 30
October 2021, the annual bonus is to be paid 100% in cash in December 2021. See page 102 of the Directors' Remuneration Report for
further detail.
The last grant made under the DABS was in November 2020.
Share Incentive Plan (SIP)
The SIP is open to all UK employees including the Executive Directors. It is a tax efficient incentive plan pursuant to which employees
are eligible to acquire up to £150 (or 10% of salary, if less) worth of Ordinary shares in the Company per month or £1,800 per annum.
Under the SIP, employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy
Partnership shares the Company currently matches the number of Partnership shares bought with an award of Matching shares
on the basis of one Matching share for every four Partnership shares. Matching share awards to date have been met by the issue of
Ordinary shares to Yorkshire Building Society as Trustee of the SIP.
Employee Stock Purchase Plan (ESPP)
The Future plc Employee Stock Purchase Plan commenced during the year and is open to all employees who are employed and
resident in the US. The ESPP is a tax favourable plan pursuant to which employees can save between 1% and 10% of salary (capped at
$25,000 in any one calandar year) over a six month savings period, the savings from which are used for purchases of Ordinary shares in
the Company at a 15% discount.
166 / FUTURE PLC
Financial Statements 24. RESERVES
Share premium account
Share premium represents the excess of proceeds received over the nominal value of new shares issued.
Group and Company
At 1 October
Premium arising on issue of equity shares
Costs of share issue
At 30 September
2021
£m
197.0
-
-
197.0
2020
£m
97.2
103.2
(3.4)
197.0
In the prior year 8,184,906 shares were issued at a premium of £103.2m, less share issue costs of £3.4m, to fund the acquisition of TI
Media. See note 28 for further details.
Merger reserve
At 1 October
Premium arising on equity shares issued as consideration
At 30 September
Group
2021
£m
170.9
411.0
581.9
Company
2021
£m
61.9
411.0
472.9
Group
2020
£m
140.4
30.5
170.9
Company
2020
£m
31.4
30.5
61.9
An amount of £109.0m in the merger reserve arose in previous years following the 1999 Group reorganisation and is non-distributable.
The movement in the current year of £411.0m consists of £411.7m relating to the premium on shares issued as consideration for the
acquisition of GoCo Group plc, offset by £0.7m of related share issuance costs (2020: settlement of deferred consideration on the
acquisition of MoNa Mobile Nations in October 2019 for £21.5m and the acquisition of Barcroft Studios in November 2019 for £9.0m).
Treasury reserve
The treasury reserve represents the cost of shares in Future plc purchased in the market and held by the EBT to satisfy awards made
by the trustees.
At 1 October
Acquisition of own shares
Issue of treasury shares to employees
At 30 September
Group
2021
£m
(8.8)
(4.9)
6.1
(7.6)
Group
2020
£m
(0.3)
(9.1)
0.6
(8.8)
During the year the Company purchased 276,132 of its own shares to fund the future vesting of share options, at a total value of £4.9m.
The 414,931 (2020: 814,065) shares held by the EBT represent 0.3% (2020: 0.8%) of the Company’s issued share capital. The treasury
reserve is non-distributable.
The issuance of treasury shares to employees relate to the settlement of PSP awards exercised in the year.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of the Group's foreign currency entities, principally the
US, on consolidation.
25. PENSIONS
The Group operates a defined contribution scheme for employees resident in the United Kingdom.
In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers
substantially all Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles
Schwab Trust Bank, the plan’s custodian. The employees, not the employer, have complete control over which funds they invest in,
although they have no control over the stocks owned by the funds.
During the year, £4.0m (2020: £2.4m) contributions were made to these plans and at 30 September 2021 the outstanding balance due
to be paid over to the plans was £0.7m (2020: £0.3m).
ANNUAL REPORT AND ACCOUNTS FY 2021 / 167
Financial Statements
26. COMMITMENTS AND CONTINGENT LIABILITIES
(a) Operating lease commitments
Following the adoption of IFRS 16 Leases in the prior year, future minimum sub-lease receipts expected under non-cancellable
operating subleases at 30 September 2021 total £0.8m (2020: £1.1m).
During the year, £0.2m was recognised in the income statement in respect of operating lease rental payments for short-term and low-
value leases (2020: £0.8m), and £0.4m (2020: £0.1m) was recognised in respect of sub-lease receipts.
The Group also leases equipment under non-cancellable operating lease agreements.
(b) Contingent liabilities
There were no material contingent liabilities as at 30 September 2021 (2020: £nil).
(c) Capital commitments
There were no material capital commitments as at 30 September 2021 (2020: £nil).
27. RELATED PARTY TRANSACTIONS
The Group had no material transactions with related parties in 2021 or 2020 which might reasonably be expected to influence
decisions made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £1.5m (2020: payable of £3.2m) from subsidiary
undertakings, the decrease in the year being due to a recharge of certain costs in respect of the GoCo acquisition. The outstanding
balance owed at 30 September 2021 was £1.5m (2020: £3.2m). See note 21 for details.
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel
compensation are set out note 6.
28. ACQUISITIONS
Acquisition of CinemaBlend
On 2 October 2020, Future US, Inc. (a wholly owned subsidiary of Future plc) acquired CinemaBlend, a premium digital entertainment
publisher based in the US, for total consideration of $12.75m. CinemaBlend is a high-growth digital brand focused on the TV, film and
entertainment market. Through its website, podcast series, social media channels and newsletters, CinemaBlend provides a platform
for enthusiasts and casual fans to discover, explore and discuss films and TV shows, both on streaming services such as Netflix and
linear TV such as HBO.
The impact of the acquisition on the consolidated balance sheet was:
Intangible assets
- Brands
- Partner relationships
Net assets acquired
Goodwill
Consideration:
Cash
Total consideration
The acquisition has further diversified the Group’s revenues by expanding the Group’s US presence and audience. Goodwill is
attributable to the opportunities that exist to further monetise the Group’s brands and audience. The intangibles recognised,
including goodwill, are expected to be deductible for tax purposes.
168 / FUTURE PLC
Fair value
£m
4.8
0.2
5.0
4.9
9.9
9.9
9.9
Financial Statements Included within the Group’s results for the period are revenues of £5.8m and a profit before tax of £3.7m from CinemaBlend
(excluding acquired intangible amortisation). This is equal to the revenue and profit before tax that would have been contributed if the
acquisition had completed on the first day of the financial year.
Acquisition of Mozo Pty Limited
On 2 February 2021, Future Publishing (Overseas) Limited (a wholly owned subsidiary of Future plc) acquired 100% of the equity in
Mozo Pty Limited (“Mozo”), a price comparison site focused on personal finance products, based in Australia. Total consideration was
AUD$31.0m in cash, of which AUD$29.5m was paid on completion, with a further AUD$1.5m deferred consideration which was settled
in May 2021.
The impact of the acquisition on the consolidated balance sheet was:
Tangible assets
- Right-of-use lease assets
- Other tangible assets
Intangible assets
- Brand
- Partner relationships
- Subscriber relationships
- Content
- Software
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Corporation tax payable
Lease liability due within one year
Non-current liabilities
- Provision
- Lease liability due in more than a year
Deferred tax
Net assets acquired
Goodwill
Consideration:
Cash
Deferred consideration
Total consideration
Fair value
£m
0.4
0.1
3.2
2.4
0.1
0.1
0.9
1.2
0.6
(0.8)
(0.5)
(0.1)
(0.1)
(0.3)
(2.4)
4.8
12.4
17.2
16.4
0.8
17.2
The acquisition has further diversified the Group’s revenues by expanding the Group’s price comparison offering and goodwill is
attributable to the opportunities that exist to further monetise the Group’s brands and extend the Group’s eCommerce proposition
beyond products into services. The intangibles recognised, including goodwill, are not expected to be deductible for tax purposes.
Included within the Group’s results for the period are revenues of £3.4m and a profit before tax of £0.7m from Mozo (excluding acquired
intangible amortisation).
If the acquisition had been completed on the first day of the financial year, it would have contributed £4.9m of revenue and a profit
before tax of £1.1m (excluding acquired intangible amortisation) during the period.
Gross trade receivables were £0.6m on acquisition, of which £0.6m were expected to be recovered.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 169
Financial Statements Acquisition of GoCo Group plc
On 17 February 2021, Future plc acquired 100% of the equity in GoCo Group plc (“GoCo”), a provider of price comparison and auto-
switching services. Consideration was £557.2m, of which £142.1m was paid in cash and £415.1m settled via the issue of 22.6m equity
shares in Future plc. In addition, GoCo’s existing net debt of £72.0m was settled on acquisition (being debt of £83.2m net of £11.2m cash
acquired). Total cost therefore amounted to £629.2m. The acquisition was funded by increasing the Group’s debt facilities through a
£215m two year term loan.
The impact of the acquisition on the consolidated balance sheet was:
Tangible assets
- Right-of-use lease assets
- Other tangible assets
Intangible assets
- Brand
- Customer relationships
- Software
Cash and cash equivalents
Trade and other receivables
Corpration tax receivable
Trade and other payables
Lease liability due within one year
Financial liabilities – interest-bearing loans and borrowings due in less than one year
Non-current liabilities
- Provisions
- Lease liability due in more than one year
- Financial liabilities - interest bearing loans and borrowings
due in more than one year
Deferred tax
Net assets acquired
Goodwill
Consideration:
Equity shares
Cash
Total Consideration
Fair value
£m
3.0
1.7
279.8
30.5
9.2
11.2
32.6
3.1
(27.3)
(0.7)
(3.2)
(0.8)
(2.4)
(80.0)
(60.7)
196.0
361.2
557.2
415.1
142.1
557.2
The acquisition has significantly strengthened the Group’s proposition of seeking to address the growing consumer demand for
informed and value driven purchasing decisions enabled by intent driven content, and provides a unique opportunity to capitalise on
the combination of the Group’s deep audience insight with GoCo’s expertise in price comparison and the proprietary technology of
both Future and GoCo. Goodwill is attributable to the synergies of the combined Group and the opportunities that exist to extend the
Group’s eCommerce proposition beyond products into services. The intangibles recognised, including goodwill, are not expected to
be deductible for tax purposes.
Included within the Group’s results for the period are revenues of £109.1m and profit before tax of £18.9m from GoCo (excluding deal
fees, associated integration costs, acquired intangible amortisation and interest).
If the acquisition had been completed on the first day of the financial year, it would have contributed £171.5m of revenue and a profit
before tax of £31.5m (excluding deal fees, associated integration costs, acquired intangible amortisation and interest) during the
period.
Gross trade receivables were £15.4m on acquisition, of which £14.6m were expected to be recovered.
170 / FUTURE PLC
Financial Statements Acquisition of Marie Claire US
On 12 May 2021 Future US, Inc. acquired 100% of Marie Claire US, a former joint venture between Marie Claire Album S.A.S. ("MCA") and
Hearst Magazines Media Inc. Future has entered into a five year license agreement with MCA to operate in the US and Canada for
consideration of £13.3m.
The impact of the acquisition on the consolidated balance sheet was:
Intangible assets
- Customer Relationships
- Content
Cash and cash equivalents
Inventory
Trade and other receivables
Trade and other payables
Non-current liabilities
- Deferred tax
Net assets acquired
Goodwill
Consideration:
Cash
Total consideration
Fair value
£m
3.0
2.6
0.9
0.1
3.3
(1.0)
(1.6)
7.3
6.0
13.3
13.3
13.3
The acquisition follows the enlarged Group’s acquisition of Marie Claire UK in 2020 and builds on the ongoing success of the
MarieClaire.co.uk brand. It strengthens the Group's position in the Women's Lifestyle vertical in North America in line with the Group's
strategy to achieve brand vertical leadership across English speaking markets.
Included within the Group’s results for the period are revenues of £2.6m and a profit before tax of £nil from Marie Claire US (excluding
deal fees, associated integration costs, acquired intangible amortisation and interest).
If the acquisition had been completed on the first day of the financial year, it would have contributed £11.1m of revenue and a profit
before tax of £2.1m during the period.
Gross trade receivables were £3.2m on acquisition, of which £3.0m were expected to be recovered.
ANNUAL REPORT AND ACCOUNTS FY 2021 / 171
Financial Statements 29. SUBSIDIARY UNDERTAKINGS
Details of the Company’s subsidiaries at 30 September 2021 are set out below. All subsidiaries are included in the consolidation. Shares
of those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.
Company name and registered number
Ascent Publishing Limited*
02561341
Barcroft Media Limited*
04826405
Barcroft Productions Limited*
07661595
Barcroft Studios Limited*
09432842
Business Energy Online Limited*
SC531546
Comary, Inc*
2400371
Energylinx Limited*
SC244794
Energylinx for Business Limited*
SC431929
Energylinx for Business Trading
Limited* SC455901
Future Holdings 2002 Limited
04387886
Future UK Finance Limited*
13651021
Future Publishing Limited*
02008885
Future Publishing (Overseas) Limited*
06202940
Future Publishing Holdings Limited
03430449
Gio Compario Limited*
06998007
GoCo Group plc
06062003
GoCo Limited*
11879977
Go Compare Limited*
06872284
GoCompare.com Limited*
05799376
GoCompare.com Finance Limited
10227007
Look After My Bills Limited
10888203
Marketforce (U.K.) Limited*
00499150
Mozo Pty Limited*
ACN 128 199 208
Sapphire Bidco Limited*
11157309
Sapphire Midco Limited*
11157151
Sapphire Topco Limited*
11157141
Sarracenia Limited
04582851
The Global Voucher Group Limited*
09051128
This is the Big Deal, Inc*
6690977
172 / FUTURE PLC
Country of incorporation
and registered office
Nature of business
Holding %
Class of shares
England and Wales1
Non-trading
England and Wales1
England and Wales1
Video content
production
Video content
production
100
100
100
England and Wales1
Holding company
100
Scotland3
Dormant
USA11
Publishing
Scotland3
Domestic energy price
comparison
Scotland3
Web services
Scotland3
Web services
England and Wales1
Holding company
England and Wales1
Non-trading
England and Wales1
Publishing
England and Wales1
Publishing
100
100
100
100
100
100
100
100
100
£1 Ordinary shares
£1 Ordinary shares
10 pence A Ordinary shares
10 pence B Ordinary shares
£0.001 A Ordinary shares
£0.001 B Ordinary shares
£0.001 C Ordinary shares
£0.001 D Ordinary shares
£1 Ordinary shares
Not applicable
£10 Ordinary shares
£1 Ordinary shares
£1 A Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
10 pence Ordinary shares
£1 Ordinary shares
England and Wales1
Holding company
87.5
1 pence Ordinary shares
England and Wales2
Dormant
100
£1 Ordinary shares
England and Wales2
Non-trading
100
0.0002 pence Ordinary shares
England and Wales2
England and Wales2
Dormant
Dormant
England and Wales2 Price comparison website
100
100
100
1 pence Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
England and Wales2
Non-trading
100
0.0002 pence Ordinary shares
England and Wales2
England and Wales1
Dormant
Dormant
Australia4
Comparison shopping
England and Wales1
Non-trading
England and Wales1
Non-trading
England and Wales1
Non-trading
England and Wales1
Dormant
England and Wales2
Voucher codes website
USA14
Holding company
100
100
100
100
100
100
100
100
100
£1 Ordinary shares
£1 Ordinary shares
$1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
1 pence Ordinary shares
Not applicable
Financial Statements Company name and registered number
This is the Big Deal Limited*
08867458
TI Media Limited*
00053626
Next Commerce Pty Limited*
113 146 786
MoNa Media Canada Limited*
BC1198396
Future Publishing s.r.o.*
09393951
Purch Technologies Sarl*
84138050400016
Future Verlag GmbH*
HRB12567
Pricepanda Group GmbH*
HRB138471B
Windsor Support Services Private
Limited* U74999DL2011FTC217990
Next Commerce Philippines Inc*
CS201517783
Future US, Inc*
1513070
Purch Group LLC*
4560993
Country of incorporation
and registered office
Nature of business
Holding %
Class of shares
England and Wales2
Energy auto switching
service
England and Wales1
Holding company
Australia4
Comparison shopping
Canada5
Digital media
publishing
Czech Republic6
Non-trading
France7
Non-trading
100
100
100
100
100
100
0.000015625 pence Ordinary
shares
£1 Ordinary shares
$1 Ordinary shares
Not applicable
CZK 1 Ordinary shares
Not applicable
Germany8
Non-trading
87.5
€1 Ordinary shares
Germany8
India9
Philippines10
USA13
USA12
Dormant
Dormant
Dormant
Publishing
Trading
100
100
100
100
100
€1 Ordinary shares
Rand 10 equity shares
₱ Ordinary shares
Not applicable
Not applicable
1 Registered office: Quay House, The Ambury, Bath, BA1 1UA, England
8 Registered office: c/o Poruba GbR, Clemensstraße 32, 80803 Munich, Germany
2 Registered office: Imperial House, Imperial Way, Coedkernew, Newport, Wales
9 Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1
NP10 8UH
New Delhi New Delhi DL 110020 India
3 Registered office: C/O Womble Bond Dickinson (Uk) Llp 2, Semple Street,
10 Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village,
Edinburgh, Scotland, EH3 8BL
Makati, Manila, Philippines
4 Registered office: Registered office: Suite 3, Level 10, 100 Walker Street, North
11 Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801
Sydney, NSW 2060, Australia
12 Registered office: 251 Little Falls Drive, Wilmington, DE 19808
5 Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8,
13 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA
Canada
14 Registered office: Corporation Trust Centre, 1209 Orange Street, Wilmington,
6 Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
Newcastle DE 19801, USA
7 Registered office: 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
Ascent Publishing Limited, Future Holdings 2002 Limited, Future Publishing Limited, TI Media Limited, Sapphire Bidco Limited, Sapphire
Midco Limited, Sapphire Topco Limited, Barcroft Studios Limited, Barcroft Productions Limited, Barcroft Media Limited, Energylinx Limited,
Energylinx for Business Limited, Energylinx for Business Trading Limited, Future UK Finance Limited, GoCo Group plc, Go Compare Limited,
GoCompare.com Finance Limited, The Global Voucher Group Limited and This is the Big Deal Limited are exempt from the requirement to
file audited financial statements by virtue of Section 479A of the Companies Act 2006. Sarracenia Limited, Marketforce (U.K.) Limited,
Business Energy Online Limited, Gio Compario Limited, GoCo Limited and Look After My Bills Limited are exempt from the requirement to
file audited financial statements by virtue of Section 480 of the Companies Act 2006.
30. POST BALANCE SHEET EVENTS
Acquisition of Dennis
On 16 August 2021 the Group announced the acquisition of Dennis (via the acquisition of 100% of the share capital and voting rights of
Broadleaf Newco 2 Limited and it's subsidiaries), a leading consumer media subscriptions business, which includes trusted Wealth,
Knowledge and B2B technology specialist titles such as Kiplinger, MoneyWeek, The Week & IT Pro. Consideration of £300m was paid on
completion on 1 October 2021, funded using the Group's existing debt facilities.
The titles acquired by Future are: The Week UK / The Week US, The Week Junior UK / The Week Junior US, MoneyWeek, Kiplinger, Science &
Nature, IT Pro, Computer Active, PC Pro, Minecraft World, and Coach.
The acquisition will scale the Group's 'Wealth & Savings' vertical, further diversify the Group's revenue by materially increasing the Group's
recurring revenues through subscriptions and extending the Group's reach in the North American market, deepen the Group's existing
presence in the 'B2B Pro Technology' vertical and enhance the Group's 'Knowledge' vertical with high subscription rates and growth
potential.
Work has commenced on the purchase price allocation but, because the acquisition is still relatively recent, the Group is not yet able to
present reliable estimates of the fair values of the purchase consideration or the identifiable assets and liabilities acquired. The preliminary
purchase price allocation will be presented in the Group’s half year report for the six months ending 31 March 2022 that will be published in
May 2022. During the year ended 30 September 2021, the Group recognised transaction costs of £4.5m in relation to the acquisition of
Dennis (included within net operating expenses).
ANNUAL REPORT AND ACCOUNTS FY 2021 / 173
Financial Statements
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of Future plc (“Future” or the
“Company”) will be held at 11.30am on Thursday 3 February 2022 at Future’s London
office at 121-141 Westbourne Terrace, Paddington, W2 6JR to consider and, if thought
fit, pass the following resolutions:
Ordinary Resolutions (1-16)
c)
all previous unutilised authorities
13. To reappoint Deloitte LLP as Auditor of
under section 551 of the Act shall
1.
To receive and adopt the Annual Report
the Company to hold office until the
cease to have effect (save to the
including the audited financial
conclusion of the next general meeting
extent that the same are exercisable
statements for the year ended 30
at which accounts are to be laid before
pursuant to section 551(7) of the Act
September 2021.
the Company.
2.
To declare a final dividend for the year
14. To authorise the Audit and Risk
by reason of any offer or agreement
made prior to the date of this
resolution which would or might
ended 30 September 2021 of 2.8p per
Committee to decide the remuneration of the
require shares to be allotted or rights
ordinary share payable on 9 February
Auditor.
2022 to shareholders on the register at
to be granted on or after that date).
the close of business on 14 January 2022.
15. That:
16. To authorise the Company, and all
a)
the Directors be authorised, for the
companies that are its subsidiaries, at
3.
To approve the Directors' Remuneration
purposes of section 551 of the
any time during the period for which this
Report set out on pages 88 to 90 and
Companies Act 2006 (the ’Act’), to
resolution has effect for the purposes of
pages 100 to 109 (inclusive) in the Annual
allot shares in the Company or grant
section 366 of the Companies Act 2006
Report.
rights to subscribe for, or convert any
to:
security into, shares in the Company:
a)
make political donations to political
4.
To re-elect Richard Huntingford as a
i)
in accordance with article 3 of
parties and/or independent election
Director of the Company.
the Company's Articles of
candidates not exceeding £50,000 in
5.
To re-elect Zillah Byng-Thorne as a
nominal amount of £6,030,647.12
b)
make political donations to political
Director of the Company.
(such amount to be reduced by
organisations other than political
the nominal amount of any
parties not exceeding £50,000 in
6.
To re-elect Meredith Amdur as a Director
equity securities (as defined in
total; and
of the Company.
section 560 of the Act) allotted
c)
incur political expenditure not
Association, up to a maximum
total;
7.
To re-elect Mark Brooker as a Director of
the Company.
under paragraph (ii)
below in excess of
£12,063,103.63); and
comprising equity securities (as
ii)
exceeding £50,000 in total, during
the period beginning with the date of
the passing of this resolution and
ending following the conclusion of
8.
To re-elect Hugo Drayton as a Director of
defined in section 560 of the
the Company's next Annual General
the Company.
Act), up to a maximum nominal
Meeting or, if earlier, on 3 May 2023.
9.
To re-elect Rob Hattrell as a Director of
the Company.
amount of £12,063,103.63 (such
amount to be reduced by any
shares allotted or rights granted
under paragraph (i) above) in
10. To elect Penny Ladkin-Brand as Director
connection with an offer by way
SPECIAL RESOLUTIONS (17-19)
Special Resolutions 17
17. That
of the Company
of a rights issue;
a) the Directors be given power,
11.
To re-elect Alan Newman as a Director of
conclusion of the next Annual
b) this authority shall expire at the
pursuant to section 570 of the
Companies Act 2006, (the ‘Act’):
the Company.
General Meeting of the Company
i)
subject to the passing of
after the passing of this resolution,
resolution 15 to allot equity
12. To elect Anglea Seymour-Jackson as a
or, if earlier, at the close of business
securities (as defined in section
Director of the Company.
on 3 May 2023; and
560(1) of the Act) for cash
174 / FUTURE PLC
Notice of Annual General Meeting
Notice of Annual General Meeting
pursuant to the authority
conferred on them by that
resolution; and
Directors may allot equity securities
an agreement which would or might
in pursuance of such offer or
require equity securities to be
agreement as if this power had not
allotted after it expires and the
ii)
to sell equity securities (as
expired.
defined in section 560(1) of the
Act) held by the Company as
treasury shares (as defined in
section 724(5) of the Act) for
Special Resolution 18
18. That:
Directors may allot equity securities
in pursuance of such offer or
agreement as if this power had not
expired.
cash, in either case as if section
a)
in addition to any authority granted
561 of the Act did not apply to
under resolution 17, the Directors be
the allotment or sale.
given power:
Special Resolution 19
19.
That, in accordance with the Company's
Articles of Association, a general
b) the power under paragraph (a)
i)
subject to the passing of
meeting (other than an Annual General
above shall be limited to:
(i)
the allotment of equity
securities in connection with a
rights issue, open offer or other
pre-emptive offer (but in the
case of the authorization
resolution 15, to allot equity
Meeting) may be called on not less than
securities (as defined in section
14 clear days' notice.
560(1) of the Companies Act
2006 (the ‘Act’)) for cash
pursuant to the authority
conferred on them by that
granted under resolution 15.a.ii,
resolution under section 551 of
such powers shall be limited to a
the Act; and
EXPLANATION
OF RESOLUTIONS
rights issue only) in favour of
holders of ordinary shares in
proportion (as nearly as
practicable) to the respective
ii)
to sell equity securities (as
defined in section 560(1) of the
Act) held by the Company as
Ordinary resolutions
For each of the following resolutions to be
treasury shares (as defined in
passed, more than half of the votes cast
numbers of ordinary shares held
section 724(5) of the Act) for
must be in favour of the resolution.
by them on the record date for
such allotment, but subject to
such exclusions or other
cash, in either case as if section
561 of the Act did not apply to
the allotment or sale, but this
arrangements as the Directors
power shall be:
A. limited to the allotment of
Resolution 1:
RECEIPT OF ANNUAL REPORT
The Directors present to shareholders at the
receipts or by virtue of any other
transaction which the Board
to pay a final dividend of 2.8p per ordinary
matter whatsoever.
of the Company determines
share for the year ended 30 September 2021.
(ii) otherwise than pursuant to
to be an acquisition or other
The dividend, if approved, will be payable on
may deem fit to deal with
fractional entitlements, legal or
practical difficulties which may
arise under the laws of any
overseas territory, the
requirements of any regulatory
body or stock exchange or by
virtue of shares being
represented by depository
sub-paragraph (i) above, the
allotment or sale of equity
securities having a nominal
amount not exceeding in
aggregate £904,687.54; and
c)
this authority shall expire at the
conclusion of the next Annual
General Meeting of the Company
equity securities up to a
AGM the Reports of the Directors and
maximum nominal amount
Auditor and the financial statements of the
of £904,687.54; and
Company for the year ended 30 September
B. used only for the purposes
2021.
of financing (or refinancing,
if the authority is to be used
within six months after the
original transaction) a
Resolution 2:
This resolution seeks shareholder approval
capital investment of a kind
contemplated by the
9 February 2022 to shareholders on the
register at the close of business on 14
Statement of Principles on
January 2022.
Disapplying Pre-Emption
Rights most recently
published by the Pre-
Emption Group prior to the
date of this notice;
Resolution 3:
APPROVAL OF THE
DIRECTORS’ REMUNERATION
REPORT
Resolution 3 seeks shareholder approval for
after the passing of this resolution
b) this power shall expire at the
or, if earlier, at the close of business
conclusion of the next Annual
on 3 May 2023.
General Meeting of the Company
the Directors' Remuneration Report on
d) the Company may, before this power
after the passing of this resolution
pages 88 to 90 and pages 100 to 109 of the
expires, make an offer or enter into
or, if earlier, at the close of business
Annual Report. The FY 2021 annual report on
an agreement which would or might
on 3 May 2023; and
remuneration gives details of the
require equity securities to be
c)
the Company may, before this power
implementation of the Company's
allotted after it expires and the
expires, make an offer or enter into
Remuneration Policy, approved by
ANNUAL REPORT AND ACCOUNTS FY 2021 / 175
shareholders at the AGM in February 2021, in
independent auditor. More information
treasury.
terms of the payments and share awards
about the decision to reappoint Deloitte LLP
made to the Directors in connection with
can be found in the Audit and Risk
their performance and that of the Company
Committee report on page 85.
during the year ended 30 September 2021.
Resolution 14 seeks shareholder
Resolution 16
It remains the policy of the Company not to
It also gives details of how the Company
authorisation for the Audit and Risk
make political donations or to incur political
intends to apply the Remuneration Policy in
Committee to decide the Auditor's fee, which
expenditure, as those expressions are
practice for FY 2022. This vote is advisory
is standard practice.
and the Directors' entitlement to
remuneration is not conditional on it.
The Company's Auditor during the year,
Deloitte LLP, has audited those parts of the
Directors' Remuneration Report that are
Resolution 15:
AUTHORITY TO ALLOT SHARES
At the AGM last year, the Directors were
normally understood. However, following
broader definitions introduced by the Act,
the Directors continue to propose a
resolution designed to avoid inadvertent
infringement of these definitions.
The Act requires companies to obtain
required to be audited and their report may
given the authority to allot shares without
shareholders' authority for donations to
be found on pages 116 to 127 of the Annual
the prior consent of shareholders for a
registered political parties and other political
Report.
period expiring at the conclusion of the 2022
organisations totalling more than £5,000 in
Resolutions 4-12:
ELECTION AND RE-ELECTION
OF DIRECTORS
A biography of each Director, including a
AGM or, if earlier, on 10 May 2022. It is
any 12-month period, and for any political
proposed to renew this authority and to
expenditure, subject to limited exceptions.
authorise the Directors under section 551 of
The definition of donation in this context is
the Companies Act 2006 to allot ordinary
very wide and extends to bodies such as
shares or grant rights to subscribe for or
those concerned with policy review, law
convert any security into shares in the
reform and the representation of the
description of the skills and experience they
Company for a period expiring at the
business community. It could also include
contribute to the Board, appears on pages
conclusion of the 2023 AGM or, if earlier,
special interest groups, such as those
72 to 73 of the Annual Report and is also
close of business on 3 May 2023.
involved with the environment, which the
available on the Company’s website at www.
This resolution, which follows the
Company and its subsidiaries might wish to
futureplc.com/who-we-are/.
guidelines issued by the Investment
support, even though these activities are not
Having been appointed directors since the
Association, will allow the Directors to:
designed to support or to influence support
AGM in 2021, Angela Seymour-Jackson and
a.
allot ordinary shares up to a
for any particular political party.
Penny Ladkin-Brand are standing for
election for the first time at this AGM.
maximum nominal amount of
£6,030,647.12 representing
In accordance with the recommendations
approximately one third (33.33 per
Special Resolutions
For each of the following resolutions to be
of the UK Corporate Governance Code, every
cent) of the Company's existing
passed, at least 75 per cent of the votes cast
Director is required to retire from office at
issued share capital and calculated
must be in favour of the resolution.
every AGM. Any Director eligible, in
as at 10 December 2021; and
accordance with the Company's Articles of
b.
allot ordinary shares on a
Association, may stand for re-election. The
preemptive basis by way of a rights
Company's Chair confirms that, following
issue to ordinary shareholders up to
the evaluation process, as described on page
a maximum nominal amount
75, the performance of each Director
standing for re-election and election
(including any shares allotted under
the paragraph above) of
Resolution 17
DIRECTORS’ GENERAL
POWERS TO DISAPPLY
PRE-EMPTION RIGHTS
At last year's meeting, a special resolution
continues to be effective and that they have
each demonstrated a strong commitment to
£12,063,103.63 representing
approximately two thirds (66.67 per
was passed, under sections 570 and 573 of
the Companies Act 2006, empowering the
their role.
cent) of the Company's existing
Directors to allot equity securities for cash
Resolutions 13-14:
REAPPOINTMENT OF
AUDITOR AND AUDITOR’S
REMUNERATION
An independent auditor is required to be
issued share capital and calculated
without a prior offer to existing
as at 10 December 2021.
shareholders. It is proposed that this
The Directors have no present intention of
authority also be renewed. If approved, the
allotting shares under this resolution, but
resolution will authorise the Board to allot
believe that the flexibility allowed by this
equity securities (as defined in the
resolution may assist them in taking
Companies Act 2006) for cash and/or to sell
advantage of business opportunities as they
ordinary shares held by the Company as
arise.
treasury shares for cash as if section 561 of
If they do exercise this authority, the
the Companies Act 2006 did not apply. The
appointed at each general meeting at which
Directors intend to follow best practice as
authority is limited to:
accounts are presented to shareholders.
recommended by the Investment
a)
allotments for rights issues and
Under Resolution 13 the Directors propose to
Association. As at 10 December 2021 the
other pre-emptive issues; and
reappoint Deloitte LLP as the Company's
Company does not have any shares in
b) allotments of equity securities or
176 / FUTURE PLC
176 / FUTURE PLC ANNUAL 2021
Notice of Annual General Meeting
Notice of Annual General Meeting
sale of treasury shares (otherwise
as at 10 December 2021: and
effective until the Company's next Annual
than under paragraph (a) above) up
b) used only for the purposes of
General Meeting, when it is intended that a
to a nominal amount of
£904,687.54, which represents
approximately 5 per cent of the
financing (or refinancing, if the
similar resolution will be proposed.
authority is to be used within six
Note, that if a general meeting is called on
months after the original
less than 21 clear days' notice, the Company
issued share capital of the Company
transaction) a transaction which the
will arrange for electronic voting facilities to
as at 10 December 2021.
Board determines to be an
acquisition or other capital
be available to all shareholders. The
flexibility offered by this resolution will be
The Directors do not intend to issue more
investment of a kind contemplated
used where, taking into account the
than 7.5 per cent of the issued share capital
by the Statement of Principles on
circumstances, and noting the
of the Company for cash on a non
Disapplying Pre-Emption Rights
recommendations of the UK Corporate
preemptive basis in any rolling three-year
published by the Pre-Emption Group
Governance Code, the Directors consider
period (other than in connection with an
and which is announced at the same
this appropriate in relation to the business of
acquisition or specified capital investment,
time as the allotment, or has taken
the meeting and in the interests of the
as described in the Pre-emption Group's
place in the preceding six month
Company and shareholders as a whole.
Statement of Principles) without prior
period and is disclosed in the
consultation with shareholders and the
announcement of the allotment.
Investment Committees of the Investment
Association and the Pensions and Lifetime
Resolution 18 seeks to renew this authority
Savings Association.
until the conclusion of the next Annual
Resolution 17 will be proposed as a special
General Meeting or, if earlier, the close of
resolution to renew this authority until the
business on 3 May 2023. Prior to its expiry
conclusion of the next Annual General
the Company may make offers, and enter
Meeting or, if earlier, the close of business on
into agreements, which would or might,
3 May 2023. Prior to its expiry, the Company
require equity securities to be allotted (and
may make offers, and enter into agreements,
treasury shares to be sold) after the authority
which would or might require equity
expires and the Board may allot equity
securities to be allotted (and treasury shares
securities (and sell treasury shares) under
to be sold) after the authority expires and
any such offer or agreement as if the
FURTHER INFORMATION
ABOUT THE AGM
1.
Information regarding the meeting,
including the information required by
section 311A of the Act, is available from
www.futureplc.com/invest-in-future
ATTENDANCE AT THE AGM
2. At the time of writing it is uncertain what
the Board may allot equity securities (and
authority had not expired. The maximum
regulations or public health guidance may
sell treasury shares) under any such offer or
nominal value of equity securities which
be in place at the time of the AGM which
agreement as if the authority had not
could be allotted if the authorities granted in
may include restrictions on the number of
expired.
resolutions 17 and 18 were both used would
people who can gather in public. Any
Resolution 18:
DIRECTORS' POWERS TO
DISAPPLY AN ADDITIONAL
FIVE PER CENT PRE-EMPTION
RIGHTS
In line with the advice published by the
Pre-Emption Group and in addition to any
authority granted under Resolution 17, this
be £1,809,375.08, which represents
changes to the arrangements for the AGM
approximately 10 per cent of the issued share
will be communicated to shareholders
capital of the Company as at 10 December
before the AGM through our website at
2021.
Resolution 19:
NOTICE OF GENERAL
MEETINGS
The notice period for general meetings, as
https://https://investor.futureplc.com/
investor-information/ and, where
appropriate, by a regulatory information
service announcement.
In light of this uncertainty, we do strongly
encourage shareholders to submit a proxy
vote in advance of the AGM and to
resolution, to be proposed as a special
governed by the Companies Act 2006, is 21
appoint the Chair of the meeting as their
resolution, will, if passed, authorise the
days. The notice can be less if the
proxy, rather than a named person who, if
Directors to allot equity securities and/or
shareholders approve a shorter notice
circumstances change, may not be
sell ordinary shares held by the Company as
period,however it cannot be shorter than 14
able to attend the meeting.
treasury shares for cash, as if section 561 of
clear days. AGMs cannot be held at shorter
We know that some attendees appreciate
the Companies Act 2006 did not apply to
notice and must always be held on at least 21
the opportunity to ask Board members
any such allotment or sale. This authority
clear days' notice.
questions. If you have any questions
will be:
At last year's AGM, shareholders
that you would like to ask we would
a)
limited to the allotment of equity
authorised the calling of general meetings
encourage you to email them to CoSec@
securities or sale of treasury shares
other than an AGM on not less than 14 clear
futurenet.com with ‘AGM 2022’ in the
up to a nominal amount of
days' notice and it is proposed that this
heading. The Chair will either answer these
£904,687.54 which represents
authority be renewed. The authority granted
at the meeting or, if more appropriate, reply
approximately five per cent of the
by this resolution, which will be proposed as
to the questioner directly.
issued share capital of the Company
a special resolution, if passed, will be
If you are attending the meeting in person,
ANNUAL REPORT AND ACCOUNTS FY 2021 / 177
please bring the attendance card attached to
Registrars not later than 11.30am on 1
'Nominated Person') does not have a right to
your form of proxy and arrive at Future's
February 2022.
London office, 121-141 Westbourne Terrace,
Paddington, W2 6JR, in sufficient time for
registration.
Appointment of a proxy does not preclude
NUMBER OF SHARES IN ISSUE
5. As at the close of business on 10
appoint a proxy. However, a Nominated
Person may, under an agreement with the
registered shareholder by whom they were
nominated (a 'Relevant Member'), have a
right to be appointed (or to have someone
a member from attending the meeting and
December 2021 (being the last business day
else appointed) as a proxy for the meeting.
voting in person. If a member has appointed
prior to the publication of this notice) the
Alternatively, if a Nominated Person does
a proxy and attends the meeting in person,
Company's issued share capital consisted of
not have such a right, or does not wish to
we will ask the proxy and holder what action
120,625,005 Ordinary shares of 15 pence
exercise it, they may have a right under any
they would like to take.
each. Each Ordinary share carries one vote.
such agreement to give instructions to the
APPOINTMENT OF PROXIES
3. Any member entitled to attend and vote
at the meeting may appoint one or more
proxies to attend, speak and vote in their
place. A member may appoint more than
one proxy provided that each proxy is
There are no shares held in treasury. The
Relevant Member as to the exercise of
total number of voting rights in the Company
voting rights.
is therefore 120,625,005.
DOCUMENTS AVAILABLE
FOR INSPECTION
6. Printed copies of the service contracts of
A Nominated Person's main point of contact
in terms of their investment in the Company
remains the Relevant Member (or, perhaps,
the Nominated Person's custodian or broker)
and the Nominated Person should continue
to contact them (and not the Company)
appointed to exercise the rights attached to
the Company's Directors and the letters of
regarding any changes or queries relating to
a different share or shares held by that
appointment for the Non-Executive
the Nominated Person's personal details
shareholder. If you appoint multiple proxies
Directors will be available for inspection
and their interest in the Company (including
for a number of shares in excess of your
during usual business hours on any weekday
any administrative matters). The only
holding, the proxy appointments may be
(Saturdays, Sundays and public holidays
exception to this is where the Company
treated as invalid. A proxy need not be a
excluded) at the Company's London office at
expressly requests a response from the
member of the Company. A proxy card is
121-141 Westbourne Terrace, Paddington,
Nominated Person.
enclosed. To be effective, proxy cards should
W2 6JR and at the Company's registered
be completed in accordance with this Notice
office at Quay House, The Ambury, Bath, BA1
of Annual General Meeting and the notes to
lUA including on the day of the meeting from
the proxy form, signed and returned so as to
11.30am until its completion.
be received by the Company's Registrars:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
ELIGIBLE SHAREHOLDERS
7. The Company, pursuant to Regulation 41
do so for the meeting and any
adjournment(s) thereof by using the
of The Uncertificated Securities Regulations
procedures described in the CREST Manual.
2001, specifies that only those members on
CREST personal members or other CREST
not later than 11.30am on 1 February 2022
the register of the Company as at 6pm on 1
sponsored members, and those CREST
being two business days before the time
February 2022 or, if this meeting is
members who have appointed a voting
appointed for the holding of the meeting. If
adjourned, in the register of members 48
service provider(s), should refer to their
you submit more than one valid proxy
hours before the time of any adjourned
CREST sponsor or voting service provider(s),
appointment, the appointment received last
meeting, are entitled to attend and vote at
who will be able to take the appropriate
before the latest time for the receipt of
proxies will take precedence.
the meeting in respect of the number of
shares registered in their name at that time.
action on their behalf.
For a proxy appointment or instruction
ELECTRONIC
APPOINTMENT OF PROXIES
4. As an alternative to completing the
Changes to entries on the Register after 6pm
made using the CREST service to be valid,
on 1 February 2022 or, if this meeting is
the appropriate CREST message (a 'CREST
adjourned, in the register of members 48
Proxy Instruction') must be properly
hours before the time of any adjourned
authenticated in accordance with Euroclear
meeting, will be disregarded in determining
UK & Ireland Limited's specifications and
printed proxy form, you may appoint a proxy
the rights of any person to attend or vote at
must contain the information required for
electronically by visiting the following
the meeting.
website: www.investorcentre.co.uk/eproxy.
You will be asked to enter the Control
Number, the Shareholder Reference Number
(SRN) and PIN as printed on your proxy form
INDIRECT INVESTORS
8.
Any person to whom this notice is sent
such instructions, as described in the CREST
Manual. The message, regardless of whether
it constitutes the appointment of a proxy or
an amendment to the instruction given to a
previously appointed proxy must, in order to
and to agree to certain terms and conditions.
who is a person that has been nominated
be valid, be transmitted so as to be received
To be effective, electronic appointments
under section 146 of the Companies Act
by the issuer's agent (ID 3RA50) by 11.30am
must have been received by the Company’s
2006 (‘Act’) to enjoy information rights (a
on 1 February 2022 or, if the meeting is
178 / FUTURE PLC
APPOINTMENT OF PROXIES
THROUGH CREST
9. CREST members who wish to appoint a
proxy or proxies through the CREST
electronic proxy appointment service may
Notice of Annual General Meeting
Notice of Annual General Meeting
adjourned, not less than 48 hours before
member should contact the Registrars on
the time fixed for the adjourned meeting.
+44 (0)370 7071443.
QUESTIONS AT THE AGM
14. Under section 319A of the Act, the
For this purpose, the time of receipt will be
If more than one valid proxy appointment is
Company must answer any question you
taken to be the time (as determined by the
submitted, the appointment received last
ask relating to the business being dealt with
timestamp applied to the message by the
before the deadline for the receipt of
at the meeting unless:
CREST Applications Host) from which the
proxies will take precedence.
a)
answering the question would
issuer's agent is able to retrieve the
message by enquiry to CREST in the
manner prescribed by CREST. After this
time any change of instructions to proxies
REVOKING A PROXY
11. In order to revoke a proxy instruction, a
interfere unduly with the
preparation for the meeting or
involve the disclosure of
confidential information;
appointed through CREST should be
signed letter clearly stating a member's
b) the answer has already been given
communicated to the appointee through
intention to revoke a proxy appointment
on a website in the form of an
other means.
must be sent by post or by hand to the
answer to a question; or
CREST members and, where applicable,
Company's Registrars:
their CREST sponsors or voting service
Computershare Investor Services PLC,
providers should note that Euroclear UK &
The Pavilions,
Ireland Limited does not make available
special procedures in CREST for any
Bridgwater Road,
Bristol BS99 6ZY.
particular messages. Normal system
Note that the deadlines for receipt of proxy
timings and limitations will therefore apply
appointments (see above) also apply in
in relation to the input of CREST Proxy
relation to revocations; any revocation
Instructions. It is the responsibility of the
received after the relevant deadline will be
CREST member concerned to take (or, if the
disregarded.
CREST member is a CREST personal
member or sponsored member or has
appointed a voting service provider(s), to
procure that his/her CREST sponsor or
CORPORATE MEMBERS
12. In the case of a member which is a
c)
it is undesirable in the interests of
the Company or the good order of
the meeting that the question be
answered.
MEMBERS’ RIGHT TO
REQUIRE CIRCULATION OF A
RESOLUTION TO BE
PROPOSED AT THE AGM
15. Under section 338 of the Act, a member
or members meeting the qualification
criteria set out at note 18 opposite, may,
subject to conditions set out at note 19,
voting service provider(s) take(s)) such
company, any proxy form, amendment or
require the Company to give to members
action as is necessary to ensure that a
revocation must be executed under its
notice of a resolution which may properly
message is transmitted by means of the
common seal or signed on its behalf by an
be moved and is intended to be moved at
CREST system by any particular time. In this
officer of the company or an attorney for
that meeting.
connection, CREST members and, where
the company. Any power of attorney or any
applicable, their CREST sponsors or voting
other authority under which the documents
service providers are referred, in particular,
are signed (or a duly certified copy of such
to those sections of the CREST Manual
power of authority) must be included. A
concerning practical limitations of the
corporate member can appoint one or
MEMBERS’ RIGHT TO HAVE A
MATTER OF BUSINESS DEALT
WITH AT THE AGM
16. Under section 338A of the Act, a
CREST system and timings.
more corporate representatives who may
member or members meeting the
The Company may treat as invalid a
exercise, on its behalf, all its powers as a
qualification criteria set out at note 18
CREST Proxy Instruction in the
member provided that no more than one
opposite, may, subject to the conditions set
circumstances set out in Regulation 35(5)(a)
corporate representative exercises powers
out at note 19, require the Company to
of the Uncertificated Securities Regulations
over the same share. Members considering
include in the business to be dealt with at
2001.
the appointment of a corporate
representative should check their own legal
the AGM a matter (other than a proposed
resolution) which may properly be included
position, the Company's Articles of
in the business (a matter of business).
AMENDING A PROXY
10. To change a proxy instruction, a
member needs to submit a new proxy
appointment using the methods set out
above. Note that the deadlines for receipt
of proxy appointments (see above) also
Association and the relevant provision of
the Companies Act 2006.
JOINT HOLDERS
13. Where more than one of the joint
WEBSITE PUBLICATION OF
ANY AUDIT CONCERNS
17. Pursuant to Chapter 5 of Part 16 of the
Act, where requested by a member or
apply in relation to amended instructions;
holders purports to vote or appoint a proxy,
members meeting the qualification criteria
any amended proxy appointment received
only the vote or appointment submitted by
set out at note 18 below, the Company must
after the relevant deadline will be
the member whose name appears first on
publish on its website a statement setting
disregarded. Where a member has
the register will be accepted.
out any matter that such members propose
appointed a proxy using the paper proxy
form and would like to change the
instructions using another such form, that
to raise at the AGM relating to the audit of
the Company's accounts (including the
auditors' report and the conduct of the
ANNUAL REPORT AND ACCOUNTS FY 2021 / 179
audit) that are to be laid before the AGM.
electronic form;
Where the Company is required to publish
(ii) must identify the resolution or
such a statement on its website:
(a) it may not require the members
making the request to pay any
the matter of business of which
notice is to be given by either
setting it out in full or, if
expenses incurred by the Company
supporting a resolution/ matter
in complying with the request;
of business sent by another
(b) it must forward the statement to the
member, clearly identifying the
Company's auditors no later than the
resolution/matter of business
time the statement is made available
which is being supported;
on the Company's website; and
(iii) in the case of a resolution, must
(c) the statement may be dealt with as
part of the business of the AGM.
The request:
be accompanied by a statement
setting out the grounds for the
request;
(d) may be in hard copy form or in
(iv) must be authenticated by the
electronic form and must be
authenticated by the person or
persons making it (see note 19(d) and
(e) below);
person or persons making it; and
(v) must be received by the
Company not later than six
weeks before the date of the
(e) should either set out the statement
AGM; and
in full or, if supporting a statement
(d) in the case of a request made in hard
sent by another member, clearly
copy form, such request must be:
identify the statement which is being
(i)
signed by you and state your full
supported; and
name and address; and
(f) must be received by the Company at
(ii) sent either: by post to
least one week before the AGM.
Company Secretary,
MEMBERS’ QUALIFICATION
CRITERIA
18. In order to be able to exercise the
Future plc,
Quay House,
The Ambury,
Bath BA1 lUA; or by fax to
+44(0)1225 732266
members' rights set out in notes 15 to 17
marked for the attention of the
above the relevant request must be made by:
Company Secretary; and
(a) a member or members having a right
(e) in the case of a request made in
to vote at the AGM and holding at
electronic form, such request must:
least 5% of total voting rights of all
(i)
state your full name and address;
the members having a right to vote
on the resolution to which the
request relates; or
and
(ii) be sent to
cosec@futurenet.com.
(b) at least 100 members having a right
Please state 'AGM' in the subject
to vote at the AGM and holding, on
line of the email. You may not
average, at least £100 of paid up
share capital.
use this electronic address to
communicate with the Company
for any other purpose.
CONDITIONS
19. The conditions are that:
(a) any resolution must not, if passed,
be ineffective (whether by reason of
inconsistency with any enactment or
the Company's constitution or
otherwise);
(b) the resolution or matter of business
must not be defamatory of any
person, frivolous or vexatious;
(c) the request:
(i)
may be in hard copy form or in
180 / FUTURE PLC
Notice of Annual General Meeting
Notice of Annual General Meeting
ANNUAL REPORT AND ACCOUNTS FY 2021 / 181
Shareholder information
Financial calendar
Annual General
Meeting
Ex dividend date
for the FY21 final
dividend
FY21 final dividend
Announcement of the
payment date
preliminary results for
the year ended 30
September 2022
3 February 2021
13 January 2022
9 February 2022
December 2022
Company website
account details. Those selecting this method will receive a tax
voucher at their registered address when the corresponding dividend
The Company’s website at www.futureplc.com contains the latest
information for shareholders, including press releases. Email alerts
is paid.
Shareholders wishing to benefit from this service should register
of the latest news, press releases and financial reports about Future
at www.investorcentre.co.uk or call our registrar, Computershare
plc may be obtained by registering for the email news alert service
Investor Services PLC, for a form by phone on 0870 707 1443 (a text
on the website.
Share price information
The latest price of the Company’s ordinary shares is available on
www.londonstockexchange.com. Future’s ticker symbol is FUTR. It is
recommended that you consult your financial adviser and verify
information obtained before making any investment decision.
Registrar
The Company’s share register is maintained by Computershare.
Shareholders should contact the Registrar, Computershare, in
connection with changes of address, lost share certificates, transfers
of shares and bank mandate forms to enable automated payment of
dividends.
Computershare also has a service to provide shareholders with
online access to details of their shareholdings. The service is free,
secure and easy to use.
To register, please visit www.investorcentre.co.uk
Dividends
The quickest, most efficient and secure way to receive your dividends
is to have them paid direct to your bank or building society account. It
saves waiting for the funds to clear and reduces the paper and
postage we use. Using BACS (Bank Automated Clearing System) we
are able to pay your dividend straight to your account on the
payment date.
The account information you provide will not be shared with third
parties. It will be held by Computershare as part of your shareholder
182 / FUTURE PLC
phone facility for those with hearing difficulties is available on 0870
702 0005) or by post at Computershare Investor Services PLC at the
address below.
Registered office
Quay House
The Ambury
Bath
BA1 1UA
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Principal
clearing bank
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Joint stockbroker &
advisors
Numis Securities Ltd
10 Paternoster Square
London
EC4M 7LT
Solicitor
J.P. Morgan Cazenove
Simmons & Simmons LLP
Tower Bridge House
Aurora
Floors 5 and 6
Finzels Reach
Counterslip
Bristol
BS1 6BX
St. Katharines Way
London
E1W 1DD
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Contacts
Future plc and
Future Publishing Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
London office
121-141 Westbourne Terrace
Paddington
London W2 6JR
Tel +44 (0)1225 442244
Tel +44 (0)20 7042 4000
Newport office
Imperial House
Imperial Way
Coedkernew
Newport
Wales NP10 8UH
Future US, Inc.
555 11th Street
Northwest Suite 600
Washington
DC 20004
USA
Tel +1 212 378 0448
Future Publishing
(Overseas) Ltd
Level 10
89 York St
North Sydney
NSW 2000
Australia
Tel +61 2 9955 2677
www.futureplc.com
ANNUAL REPORT AND ACCOUNTS FY 2021 / 183