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ANNUAL
R EP O R T
Contents
Strategic
Report
6
Group Overview
10
Chair’s Statement
12
Our Purpose And
Strategy
14
How We Execute On
Our Strategy
18
Our Business Model
20
Key Performance
Indicators (Kpis)
22
Chief Executive’s Q&A
25
Operational Review
36
Our Future, Our
Responsibility
55
How We Engage With
Our Stakeholders
58
S172 Statement
Corporate
Responsibility
34
Responsibility
Committee Report
36
Our Future, Our
Responsibility
50
Task Force On
Climate-Related
Financial Disclosures
55
How We Engage With
Our Stakeholders
58
S172 Statement
Financial
Review
62
Financial Review
66
Risks And
Uncertainties
68
Summary Of Principal
Risks
71
Longer Term Viability
Statement
Corporate
Governance
74
Chair’s Introduction
76
Governance
Framework
78
Board Of Directors
83
Nomination
Committee
86
Audit And Risk
Committee
90
Directors’
Remuneration Report
98
Annual Report On
Remuneration
114
Directors’
Remuneration Policy
120
Directors’ Report
123
Directors’
Responsibility
Statement
Financial
Statements
126
Independent
Auditors' Report
138
Consolidated Income
Statement
138
Consolidated
Statement Of
Comprehensive
Income
139
Consolidated
Statement Of
Changes In Equity
139
Company Statement
Of Changes In Equity
140
Consolidated Balance
Sheet
141
Company Balance
Sheet
142
Consolidated Cash
Flow Statement
143
Notes To The
Consolidated Cash
Flow Statement
145
Accounting Policies
152
Notes To The
Financial Statements
Annual Report and Accounts 2022 / 3
4 / Future plc
Strategic
report
6
10
12
14
18
20
22
25
32
54
58
GROUP OVERVIEW
CHAIR’S STATEMENT
OUR PURPOSE
AND STRATEGY
HOW WE EXECUTE ON
OUR STRATEGY
OUR BUSINESS MODEL
KEY PERFORMANCE
INDICATORS (KPIS)
CHIEF EXECUTIVE’S Q&A
OPERATIONAL REVIEW
OUR FUTURE,
OUR RESPONSIBILITY
HOW WE ENGAGE
WITH OUR STAKEHOLDERS
S172 STATEMENT
Annual Report and Accounts 2022 / 5
Group overview
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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 diversified content
verticals, across our B2C and B2B divisions. We
organise our brands by specialist interest and have
four main content verticals with 16 sub-categories
ranging from Consumer Technology to Games to
Women’s Lifestyle to Homes or Wealth.
Our content is published and distributed through various
forms: websites, email newsletters, videos, magazines,
events and has three core monetisation frameworks
(advertising, eCommerce affiliate and direct consumer
monetisation as described on the next page).
Our content reaches 1 in 3 adults online in the UK and
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
* Source: comScore Media Metrix Demographic Profile, September
2022 - Desktop Age 2+ and Total Mobile 18+
Our reach
Verticals
B
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P
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P H O T O G R A P H Y
TECHNOLOGY
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B
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S
WEALTH
S A V I N G S
E W S
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G
H &
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LLB
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E, K
NOWLEDGE & N E W S
S
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North America
(USA and Canada)
UK & ROW
% Group
% Group
Revenue 325.9 39%
Employees 2,274 76%
Revenue 499.5 61%
24%
Employees 715
6 / Future plc
Future wheel of monetisation
E
T
A F FIL I A
PRODUCTS
DIGITAL
ADVERTISING
SERVICES
33 %
NEWSTRADE
%
1
3
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A
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M
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SUBSCRIPTIONS
O
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C
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DIR
AVOD
3
6
%
EVENTS
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IN
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NEWSLETTERS
LEAD
GENERATION
FY 2022 financials
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 2022
FY 2021
825.4
271.7
33%
163.5
267.2
606.8
195.8
32%
131.9
199.3
FY 2022
FY 2021
825.4
188.6
23%
170.0
268.5
100.9
606.8
115.3
19%
107.8
197.2
58.1
Var
+36%
+39%
+1ppt
+24%
+34%
Var
+36%
+64%
+4ppt
+58%
+36%
+74%
Group revenue
1. Advertising (36% of Group’s revenue,
39% in FY 2021) is the revenue we
earn from ads displayed alongside
our content on various platforms (our
own websites, social platforms,
videos, email newsletters, magazines
(physical or digital), and events
(physical or digital).
2. Direct consumer monetisation (31%
of Group’s revenue,25% in FY 2021) is
derived 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. eCommerce affiliate (33% of
Group’s revenue, 36% in FY 2021) is
the commission we earn when an
online user clicks through to a retailer
or service provider’s website to make
a purchase, we offer this across our
content and comparison websites.
Top 10 Brands
TechRadar
Tom's Guide
CinemaBlend
GamesRadar
Live Science
PC Gamer
MarieClaire.com
Space.com
Windows Central
Who What Wear
31.3
29.9
27.0
19.9
19.8
18.6
13.9
12.4
7.9
7.4
Other
124.8
TOTAL ONLINE USERS3 (M) 312.9
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.
2 Adjusted free cash flow is defined as adjusted operating cash flow less capital expenditure. Capital expenditure is defined as cash flows relating to the purchase of property, plant and equipment
and purchase of computer software and website development. Adjusted operating cash flow represents cash generated from operations adjusted to exclude cash flows relating to exceptional items
and payment of accruals 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. Adjusted free cash flow conversion reflects adjusted free cash flow as a percentage of adjusted operating profit.
3 Online users are taken from GoogleAnalytics. Unless stated otherwise, online users are monthly and the monthly average across the year
Annual Report and Accounts 2022 / 7
Our brands
We own and operate c250 brands segmented in four main categories
and 16 content verticals, you can see a snapshot of our brands here:
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Annual Report and Accounts 2022 / 9
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Chair’s statement
Richard Huntingford Chair
Dear Shareholders,
I am delighted to report another highly
successful year for Future which has delivered
strong growth, both organically and
inorganically, across all our key metrics.
These results, achieved against a very
challenging economic backdrop, demonstrate
the resilience and robustness that our
diversified strategy brings to the Group, and
the effectiveness of our business model. They
are also testament to the strength of our
Executive Leadership Team combined with
the enormous hard work, dedication and
enthusiasm that all our colleagues across
Future put into their roles, again rising to the
considerable challenges of adapting to new
working models post-Covid whilst dealing
with the many macro-economic issues that
have continued to disrupt businesses across
the world.
FY 2022 in review
During the year, the Group made progress on
audience and leardership positions with
online users of 313m (FY 2021: 305m), a +3%
reported growth driven by the acquistion of
Dennis, What Culture and Who What Wear.
Revenue reached £825.4m (FY 2021:
£606.8m), a +36% increase over the prior year
of which +2% was organic driven by Media
organic revenue growth of +5%.
The Group continues to demonstrate strong
operating leverage with a +1ppt adjusted
margin progression to 33% (FY 2021: 32%)
translating into adjusted operating profit of
£271.7m (FY 2021: £195.8m), a +39% year-on-
year increase of which ~21% was organic and
due to the platform effect. On a statutory
basis, operating profit was £188.6m (FY 2021:
£115.3m), a +64% year-on-year increase,
leading to an operating margin of 23%, a 4ppt
year-on-year increase (FY 2021: 19%). The
Group remains highly cash generative with
adjusted free cash flow of £267.2m (FY 2021:
£199.3m), representing 98% of adjusted
operating profit (FY 2021: 102%). Cash
generated from operations was £268.5m (FY
2021: £197.2m).
You can read more about the review of FY
2022 in pages 60 to 71 as well as in Zillah’s
Q&A on pages 22 to 24.
Continued execution of the strategy
supported by a strong business model
The last year saw continued successful
execution of the strategy that has delivered
value for Future shareholders over the recent
past. We have created a global platform for
intent-led specialist media, with scalable,
diversified brands and products, underpinned
by proprietary technology and enabled by
data, delivering diversified revenue streams.
At the heart of the Group lies our content.
The Group continues to invest in content to
ensure that we are always providing our
audiences with the most valuable and
relevant information that they need to fulfil
their interests and needs, regardless of how
they wish to consume this content - provided,
of course, that the creation and delivery of the
content is commercially viable. Our content is
aimed at audiences that are passionate, ask a
lot of questions and have a high-intent to
purchase. These characteristics are
fundamental in making our audiences
relevant from a monetisation perspective. Our
These results, achieved against
a very challenging economic
backdrop, demonstrate the resilience
and robustness that our diversified
strategy brings to the Group, and the
effectiveness of our business model
10 / Future plc
audience engagement allows us to capture
valuable proprietary first-party data which,
combined with our data audience platform
Aperture, further improves our monetisation
by enabling targeting within the Future
ecosystem. For more on Aperture, please
read the case study on page 13.
The Group is, by design, highly diversified:
in content with 16 different content verticals
organised around four divisions, in routes of
monetisation with three main segments
(advertising, affiliate and direct consumer
monetisation) and in geographies (principally
the UK and US). This diversification enables
the Group to manage uncertainties, tailwinds
and headwinds, driving consistent robust
performance on all key metrics: revenue
growth, profitability and cash conversion.
Future is organised as a matrix to ensure
that every title benefits from the platform,
from expertise and efficient processes
delivered by the centres of excellence to the
benefit of proprietary technology and sharing
of data across the Group. In turn, the platform
benefits from the experiences and expertise
that each new vertical and title brings to the
Group. This one-platform approach ensures
incremental improvements from one title are
shared by many. The operating model also
provides flexibility and agility across the
organisation, leaning into areas of
momentum to maximise growth and allowing
the editorial team to pivot the content to
anticipate audience needs. The model is also
highly efficient and allows for continued
margin progression. You can read more about
the Group’s strategy and business model on
pages 12 to 19.
M&A is used as an accelerator of our strategy
by adding content and/or capabilities to drive
further audience growth and new routes of
monetisation. The Group completed four
transactions during the year and one in
October 2022 allocating over £400m of
capital. This investment was funded from cash
and bank facilities, whilst maintaining
leverage below 2x, continuing to deploy our
balance sheet strength effectively and with
discipline. Dennis, acquired at the start of the
financial year in October 2021, has brought key
additional content to the Group (MoneyWeek
and Kiplinger) to significantly strengthen our
diversity in terms of experience, background
and gender. As covered in my statement last
year, Rachel Addison stood down from her
position as CFO on 31 October 2021 and we
were delighted to announce the appointment
of Penny Ladkin-Brand as CFO, effective 1
November 2021. Penny had served as Chief
Strategy Officer from June 2020, having
previously served as CFO of the Group
from 2015.
In September 2022, we announced that
Zillah Byng-Thorne had informally indicated
that she would like to step down as CEO by
the end of 2023, around her 10-year
anniversary at the Group. As mentioned in
last year’s annual report, CEO succession has
been an ongoing focus of the Board and the
Nomination Committee, and a formal search
for a successor is underway through the
appointment of a global leading executive
search firm. We will communicate the
outcome of that search as appropriate in due
course, and, in the meantime, I would like to
thank Zillah for her ongoing, tireless
commitment to the Group. In addition,
Penny’s role has been extended to Group CFO
and Strategy Officer. Penny will continue to
lead all finance activities within the
organisation, and will now also focus on
inorganic growth opportunities and execution
of the strategy to deliver medium and long
term growth.
The biographies of the current directors can
be found on pages 78 to 79.
Looking forward
Whilst we expect the current challenging
macro-economic conditions will continue to
be difficult for consumers and businesses
alike, I am confident that Future’s clear, proven
strategy, resilient business model and leading
market positions means we are well placed to
not only deal with these tough trading
conditions, but also to grow market share by
outperforming peers in terms of the quality of
the service we provide to our loyal audiences.
We will continue to focus on both running our
business exceptionally and investing in
growth opportunities as appropriate. I remain
as confident as ever that Future will continue
its strong track record of success in the
coming years.
Richard Huntingford
Chair
30 November 2022
Annual Report and Accounts 2022 / 11
Wealth vertical, as well as giving the Group a
robust operating model for subscriptions and
lead generation.
In March 2022, we acquired WhatCulture,
the digital-only brand focused on the gaming
and entertainment market, which strengthens
our position in video, notably with its expertise
in monetisation on YouTube. At the same time,
we complemented this addition to our stable
with the acquisition of data insight platform
Waive which provides intelligence on
emerging content trends, providing a valuable
enhancement to our Aperture data platform
and our data science capabilities. Finally, in
June, we acquired a leading US digital-only
women’s lifestyle publisher, Who What Wear,
which significantly strengthens our position in
the Women’s Lifestyle market, making the
Group number six in the Comscore ranking for
Fashion and Beauty in the US.
Future has a strong track record of successfully
integrating acquisitions by deploying a proven
integration playbook. This playbook is
continuously enhanced thanks to constant
feedback we generate following the latest
integration. As part of our corporate
governance, the Board also carefully reviews
all acquisitions twelve months after
integration to assess whether the strategic
rationale and financial objectives for the
acquisition have been met.
A responsible and resilient business
The successful execution of Future’s
strategy is underpinned by our values. As a
purpose-driven organisation, our strategy is
to operate as a responsible business and
everything we do is underpinned by our
purpose and values which fosters an aligned
culture across the organisation.
Being a responsible employer is an important
part of our strategy and we were quick to
recognise the impact that soaring energy
prices and inflation would have on our people
in terms of their financial wellbeing. We are
proud of the fact that in all our markets we
have a Future base-level wage that is higher
than any central or local government
standard. However, we thought it was
important that we should do even more to
help our colleagues. We accelerated the
payment of our all-staff annual profit pool
bonus scheme so that 40% of the full-year
bonus was paid in June to help mitigate the
immediate inflationary pressures being felt by
our employees. In addition, we have
accelerated the standard salary review
process from January 2023 to November 2022
and for colleagues with lower salaries, we
have made a one-off additional payment of
2% of salary in FY 2023.
In December 2021, we were pleased to launch
our Responsibility strategy, entitled ‘Our
Future, Our Responsibility’, which outlined our
ESG ambitions to help build a more
sustainable future for our communities and
planet. The strategy reflects our commitment
to drive further change within our own
company and through the content we
produce. We are focusing our efforts on what
is important to us at Future and where we can
make a unique difference, building on what we
do already, with clear ambitions to do more.
Further details on our Responsibility strategy
and the initiatives carried out in the year can
be found on pages 34 to 53.
Board composition
We continue to benefit from a strong Board
that brings a breadth of relevant skills and
Our purpose
and strategy
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Future is a global platform for intent-led
specialist media underpinned by
technology, enabled by data; with
diversified revenue streams. We are a
global leader in intent-led media, helping
people achieve their goals while
entertaining and engaging them. Our
purpose is clear: “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.
Our strategy is simple and our focus is on
the consistency of its execution whilst
managing the risks. For more on risks,
please go to pages 66 to 70.
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 rich first-party data, across our multiple data sources
(ranging from newsletter subscriptions, to online audience
behaviour, to price comparison insight around spending
trends). This data helps us to understand our audiences needs,
creating the most relevant content for them, serving the most
contextual ads or understanding how to innovate our product
format. While Aperture - our data audience platform, allows
advertisers to access Future’s rich first-party audience data
captured across our vast portfolio of brands, helping them
reach high-intent target audiences. The recent acquisition of
Waive has enabled us to launch our SmartDiscovery
technology which is helping us to spot consumer trends online
faster. All of the data we use and access complies with all
regulatory requirements in terms of privacy.
12 / Future plc
We help people do the things
that matter in their life, our
content and brands give
them a place where they want
to spend their time while
meeting their needs
We successfully deliver expert content that our audiences want
to consume about the things that matter to them. Our
audiences are largely endemic and intent-led, so it is crucial for
us to be a trusted partner to help them meet their needs.
We continue to monetise our highly-engaged audiences
through websites, events, social media, email newsletters,
podcasts and magazines. We operate primarily in English
speaking markets where we aim to have leadership positions.
We expand our global
reach through organic
growth, acquisitions and
strategic partnerships
In order to increase our efficiency we look to maximise our
reach in the English-speaking markets, this allows us not only
to create content once but to increase our audience reach
materially by looking beyond the UK. To drive sustainable
growth, we believe we need to grow organically and continue
to invest in editorial, product and engineering resources to
facilitate this, while we also look to acquisitions and
partnerships to accelerate our growth. The recent acquisition of
Who What Wear is a great example of using acquisitions to
accelerate our global reach in Fashion & Beauty. For more
information on this, you can view our Capital Market Day from
September 2022 which is available on replay on the Investor’s
section of our website.
We diversify our monetisation
models to create significant
revenue streams. We are focused
on three material revenue types,
Advertising, Direct consumer
monetisation and eCommerce
affiliate
We believe that operating a diversified revenue model enables
our business to withstand cyclicality to the extent it occurs. As
a result we operate across both B2B and B2C, in four main
content divisions - for example, money saving advice would be
in demand in a recessionary environment.
In addition to diversified audiences, we have three main
revenue streams, which are frequently incremental to each
other. For example we are focused on creating efficiency and
increasing sustainability within our content. As a result we aim
to create content that endures through time, helping as many
people as possible, with multiple opportunities to syndicate
both internally and externally. Content published in a
magazine (consumer direct & print advertising monetisation)
can then be republished online (affiliate & digital advertising)
or added to a newsletter content (advertising).
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
organisation but the horizon goes beyond the Future borders
and we look to have a positive impact for our audiences
through our expert content, for our employees and for our
communities. We believe in responsible capitalism, working
according to our values, we have a people strategy that
develops early careers, has flexible working practices and
considers remuneration responsibly with benefits beyond just
base pay - including life assurance for all staff and an all-staff
bonus profit share. We play an active part in our local
communities and look to take the lead with our industry as
required. We believe that this holistic approach to sustainable
business allows us to deliver returns for the long term.
For more information about our Responsibility strategy please
go to page 34.
Case Study – Aperture
What is Aperture?
Aperture is our end-to-end data platform that enables us to collect,
process and activate data across all of our brands and across all the
spokes of the Future wheel.
Aperture where data comes to life for Future.
Aperture is the Vanilla for our data: a single, scalable, proprietary and
agile platform that unlocks value across the Future portfolio.
Why Aperture?
To maximise the value of our data, particularly first-party data.
Why is our data valuable: 1. Because of the nature of our audience
which gives very strong signals by being specialists with high
engagement and intent (affiliate). 2. Because of the current direction
of travel on privacy: we are in control of our data, first-party (on our
platform), permissioned (collection of content) and we protect our
users’ privacy by storing, securing and managing our data.
How does it work?
The platform is the enabler but it is the specific activations that drive
improved monetisation: we can activate Aperture to segment the
audience to provide niche valuable advertising segments, we can
activate Aperture to ensure we write relevant articles, etc.
Sources
Platform
Activation
Audience
Business
Clients
Customer
Editorial
Future’s Data Sources
Aperture Data Platform
Aperture Data Platform
Website data
Search performance
Ads data
Affiliate click & conversion
Article data
PCW data
Content classification
CRM/Subscription data
ID and profile creation
Social data
Scalability and flexibility
By customer to create
advertising segments
By article to drive
audience – SmartDiscovery
By article and customer to
drive engagement –
Next Best Action
This is an example of an ad matching women with travel interest
for a sun cream product.
This is only the start, Aperture is a product in constant evolution
with further opportunities ahead.
Annual Report and Accounts 2022 / 13
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How we execute
on our strategy
We believe that strategy is the easy part and execution is what makes
the difference. This is why we focus on ensuring consistent and
sustainable execution. This consistent focus on delivery drives results.
Objectives
Grow relevant and
valuable audiences
Diversify and
grow monetisation
Enablers
Proprietary
technology
Expert
content
Operating
model
Strategic objectives
Pillars
Sustainable
organic growth
The Platform
Effect
Value creating
M&A
We have two strategic objectives, ensuring we have the most relevant and valuable audiences and
ensuring we are able to grow our monetisation. The delivery of these objectives creates long-term value by
providing further leadership positions and benefits of scale and the platform. 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.
The right audience
At Future we want to ensure we are market leaders, and growing
our audience is at the heart of this. Typically there is a correlation
between audience growth and revenue growth, while having a
leadership position generally results in better monetisation and
yield improvements. Consequently, growing our audiences is a core
part of our strategy. However, having the relevant audience is also
an imperative. For example, having a large audience at our
Go.Compare brand that does not transact, is not valuable. For our
premium content, finding the one person who wishes to subscribe
is far more valuable than an unqualified audience. As a result
finding the right audience is a core underpin of our strategy.
Growing the monetisation
Growing the monetisation provides stronger operating leverage,
driving margin progression. Monetisation can be improved either by
increasing prices, for example by selling an audience direct rather
than programmatically, or by adding an additional monetisation
method. For example, some content powers both digital advertising
displayed on the website but can also attract an affiliate commission
on a transaction.
Having our own proprietary technology means that we can focus on
small iterative improvements which across our now significant
volume can deliver upside. Through time, this has facilitated an
ability to monetise an audience which we believe to be incredibly
strong and have seen yield uplifts from deploying Hybrid, our
advertising technology, onto a newly acquired site.
14 / Future plc
Group overview
Three
execution
pillars
Pillar 1: Sustainable organic growth
tain a b l e
Pillar 1
nic gr o w t h
s
u
S
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T
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P
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l
P
a
E
f
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f
a
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Our execution
is focused on
three pillars:
• Organic growth
• Platform Effect
• Value-creating
M&A
We create our
own momentum.
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There are multiple ways of driving organic
growth, which also means that we can lean
into areas of strengths and mitigate areas
under pressure, enabling the Group to deliver
revenue growth consistently. This is the
power of diversification, by geography,
revenue type and content vertical.
Driving vertical leadership is a key lever to
accelerate the monetisation of a content
vertical, by growing the audience to unlock a
market leading position. We use data and
expert content creators to write the content
that our audiences want to read and what is
most useful for them. We ensure that the
content is also current, refreshing on a
regular basis our advice and “best of” lists to
enable ongoing relevance and demonstrate
expertise, this helps us to rank highly on
Search Engine Optimisation (SEO) while
meeting our audiences needs. With our
evergreen content we ensure that we write it
once and monetise it many times and this
approach contributes to our operating
leverage. We believe in a podium approach,
where we want to be our own competition
and maximise our audience reach by
focusing on the same categories across a
number of different brands.
We have 28 leadership positions.
Attractive verticals to us are verticals that
demonstrate audiences with intent (likely to
make a purchase of a product or a service),
that ask a lot of questions that our expert
content can answer or who are highly
engaged and loyal. Our newest vertical,
Wealth & Savings was created in FY 2021
with the organic launch of The Money Edit in
July 2021 and powered by the acquisition of
Mozo and GoCo plc in February 2021 and
Kiplinger and MoneyWeek in October 2021.
We look to reach English-speaking markets,
with a US-first mindset: the US audience is
almost five times bigger than in the UK, so
by prioritising the US audience we drive
higher audiences and return on our
content investment.
The model works, since 2018, we recorded
an average of 17% organic growth for
online users which translated into an
average organic Media revenue growth of
25%. Some brands which have been in the
market for decades continue to grow
audiences; which gives us great
confidence for the future. For example,
Tom’s Guide which was launched in 2007
has grown online users from 13.8m in 2018
to 29.9m in 2022, a CAGR growth of 21%.
Mozo
Kiplinger
Go.Compare
www.mozo.com.au
www.kiplinger.com
www.gocompare.com
Annual Report and Accounts 2022 / 15
www.mozo.com.au
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Pillar 2: The Platform Effect
such as Digital Camera, Digital Photographer,
PhotoPlus, and we own and operate the
website Digital Camera World that is
monetised through digital advertising and
affiliate revenue. The different offerings
provide a halo effect with the vertical sales
team able to offer packages across the
different products.
During the year, we have further deployed
Eagle, our proprietary voucher technology,
to Tom’s Guide. In addition, we have been
working on the re-platforming of the affiate
eCommerce for services widget to be
able to utilise on Future’s Owned &
Operated websites to create a new
distribution channel.
Global-first mindset: we focus on English-
speaking countries to create greater operating
leverage. Operationally, our teams are global
and we focus on delivering the best content
from our investment through a focus on access
to talent in our operating locations and
developing our own talent through an early
careers focus. A good example of this is Louder,
one of our music websites, all of our editorial
team is based in the UK despite two thirds of
the revenue being generated in the US.
Proprietary technology
We continue to invest in our proprietary
technology, which is a key enabler of the
execution of the strategy. We have a one
platform approach which drives scalability
and high return on continued investment but
also ensures that our organisation remains
agile and proactive with industry changes. As
a result, when we enhance our technology this
is leveraged across the Group. We believe our
proprietary technology is a source of
competitive advantage for two reasons:
1. The one platform approach drives scalability
and agility at a lower incremental cost
2. Our proprietary technology stack is unique
and comprehensive.
Centres of excellence
The centres of excellence have the same
philosophy as the other pillars we have
mentioned: ‘do it once, apply it across many
areas’. They enable us to have one common
approach but also gives us the capability to
invest in the areas that benefit the whole of
the Group. For example, we have an SEO
centre of excellence which shares its
expertise across the Group. In addition, we
have a talent centric location approach to
these centres of excellence which means we
focus on bringing teams together in
locations where we can hire and develop
talent, enhancing our operating leverage.
This year, we opened a new US hub in
Atlanta to ensure we can attract and retain
talent through proximity to universities
whilst being located in a location in line with
our responsibility strategy which allows for
both retention of staff and an affordable
environment to have a good quality of life.
During the year we also announced a new
UK hub in Cardiff (Wales, UK) to provide
access to a new source of talent in the UK
which will open in January 2023.
The Platform Effect works, since FY 2018,
the margin has grown by 190ppt to 33%.
Proprietary
Technology
The
Platform
Effect
Content
Centres of
Excellence
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The Platform Effect is more than
operating leverage and growing the
bottom line, it is about the multiplier
effect of the organic and inorganic
capabilities that deliver unique value
creation, both in top and bottom lines.
We believe our platform model is a
source of competitive advantage.
Content
Our evergreen content means that we write
it once and monetise it many times, creating
strong operating leverage - about 50% of our
content is evergreen. For example, the “how
to clean my bike” article on Cycling Weekly is
an article that will largely be unchanged yet
will still be relevant for many years and
continue to earn revenue from user views.
Expert content is the key to our success and
is the primary focus of investment in the
Group. We continue to reinvest in content by
hiring expert editorial heads as well as
developing talent within the Group.
Our digital-first approach to content
enables our content to be re-used in multiple
media, creating multiple monetisation routes
for one same piece of content both through
time as mentioned above but also through
various different distribution channels as
determined by our audience demand. For
example, we prolong the life of magazines
via pricing and distribution and by increasing
the mix of subscriptions. Magazines are a
valuable, profitable and cash generative
segment which bring expert content and can
be expanded into premium editions and
bookazines as well as subscriptions.
Bookazines are luxury editions of magazine
format content without a periodicity. The
benefit of bookazines is that it encompasses
a wealth of evergreen content and is sold at a
premium with no shelf life, resulting in a
better return on sale for retailers and less
cost to merchandise. Similarly, in our
photography vertical, we produce the
Photography Show, we publish magazines
16 / Future plc
Group overview
Pillar 3: Value-creating M&A
The 10/5/10 model
Average
sustainable
target
T
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Driving organic growth
+10%
The platform effect
+5%
Value-creating M&A
+10%
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2020-2022
CAGR
2018-2022
CAGR
Revenue
+56%
+59%
AOP
+71%
+96%
Adjusted
FCF
+67%
+98%
Consistent track record of doubling profit (AOP) every couple of years
Whilst organic growth is our priority, we
look to accelerate the strategy through
M&A. At its core, this pillar aims to
increase our market leadership, or enter
new markets. There are three types of
acquisitions: tactical, strategic or
transformative and they each fall into
three categories: content, capabilities or
both. The M&A pipeline also depends on
our own valuation.
A content acquisition is an acquisition
where we look to either bolster an existing
content vertical or enter a new one. For
example, in March 2022, we acquired
WhatCulture, a digital-only brand focused on
the gaming and entertainment market. This
acquisition notably reinforces Games and
Entertainment verticals whilst benefiting
from the Future operating model.
A capability acquisition is an acquisition
that adds a technology or a route of
monetisation. For example, in March 2022
we acquired Waive, a data insight platform,
which provides intelligence on emerging
content trends. This acquisition strengthens
Aperture, our data platform and provides
insight for content production.
A tactical or bolt-on acquisition is a small
acquisition, funded out of cash and is usually
a content-based acquisition to deliver on our
podium strategy, such as the WhatCulture
acquisition mentioned above.
A strategic acquisition is an acquisition that
either adds capability and or enters a new
vertical. For example, In October 2021, we
acquired Dennis which enhanced our wheel
by adding subscriptions capabilities as a
route of monetisation and increased our
B2B portfolio.
A transformational acquisition is an
acquisition that furthers the Group strategy
in terms of size but also adds content and/or
capabilities in adjacencies. For example, in
February 2021 we acquired GoCo Group plc
which added eCommerce affiliate
technology for services but also entered a
new vertical with Wealth & Savings.
We are very disciplined regarding
acquisitions, both on valuation but also on
the unique value creation opportunities. This
is why our ratio of reviewed vs executed
transactions is 23 to 1 in FY 2022.
The full integration of acquisitions is an
important part of our M&A playbook which
has proven its efficacy over our multiple
transactions - 16 transactions since 2018. We
focus the first four to six months of an
acquisition on fully integrating all the systems
and technologies and people. This “industrial”
phase of the integration enables us not only
to remove duplicative costs and technical
debt but also to deploy the Future platform
on the acquired business. This phase is also
important to reduce the risk and increase the
controls within the Group (for more on this,
please see the risk section on page 66).
The strategy is executed in line with our
values which are fully embedded within
the organisation.
Sustainable profit growth
By executing on the strategy, we target
adjusted operating profit growth of 25%
per annum, which can be funded
organically, broken down in three
categories:
1. Organic adjusted operating profit (AOP)
growth of 10% through a combination of
audience growth and improved
monetisation of the overall growing
audience.
2. Platform Effect drives 5% of AOP
growth through the scale benefits of
the group combined with synergies
from acquisitions.
3. Finally, acquisitions drive 10% of AOP
growth by using our Free Cash Flow
generation.
We believe these targets are achievable
on average and on a sustainable basis.
In FY 2022, we delivered +39% of AOP
growth: 11% organic, 10% from platform
effect and 18% from acquisitions.
Our M&A
framework
Tactical
Strategic
Transformational
Areas of interest
Content
Existing
New/existing
Capabilities
Existing
New/existing
New
New
Funding
Free cash flow
Debt
Debt/equity
Recent
transactions
Audience characteristics
for areas of interest for
future M&A
• Specialist
• Ask a lot of questions
• Likely to make a
purchase
Annual Report and Accounts 2022 / 17
w Our business model
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PRODUCTS
DIGITAL
ADVERTISING
SERVICES
33 %
NEWSTRADE
%
1
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EVENTS
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SUBSCRIPTIONS
SUBSCRIPTIONS
SUBSCRIPTIONS
NEWSLETTERS
O
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LEAD
GENERATION
The Future Wheel of monetisation is a
depiction of our business model, with
content and data at the heart of our
business. Our content strategy is
underpinned by data, ensuring we create
the most relevant and most engaging
content that our communities want.
Primarily we are a specialist intent-led
media business, and so the majority of
the content we create is focused on
reviews (from products to money saving
tips) and “how to’s” (from how to clean
your bike, to how to file a tax return).
This content strategy enables us to drive
diversified revenue streams to ensure we
meet our audience’s needs in whichever way
required. The Wheel is all about reaching and
monetising our audiences, which we group
into verticals, from Homes to Games to
Technology and Wealth & Savings. As a
result our business model or “Wheel” can be
deployed across each audience vertical in the
same way, with the focus on how we leverage
our platform effect to enable us to maximise
the revenues in each vertical.
Our business model is split into three main
areas, Advertising, eCommerce affiliate and
Direct consumer monetisation. By having
diversified revenue streams it ensures we are
not overly exposed to any one supply chain,
i.e. we generate our revenues from
advertisers and manufacturers directly,
retailers and service providers directly and
consumers who pay to access our content.
Advertising (36% of Group’s revenue) is the
revenue we earn from ads displayed
alongside our content on various platforms
(our own websites, social platforms, videos,
email newsletters, magazines (physical or
digital), and events (physical or digital)).
Direct consumer monetisation (31% 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.
eCommerce affiliate (33% of Group’s
revenue) is the commission we earn when an
online user clicks through to a retailer or
service provider’s website to make a
purchase, we offer this across our content
and comparison websites.
18 / Future plc
Capital allocation
CONSISTENT
ADJUSTED
FCF CONVERSION
OF 95-100%
CAPTIAL
ALLOCATION
PRIORITIES
1. Organic growth
2.M&A
3. Debt repayment
4. Progressive dividend
Average sustainable
AOP target
SUSTAINABLE
ORGANIC GROWTH
+10%
THE PLATFORM
EFFECT
+5%
CREATING VALUE
THROUGH ACQUISTIONS
+10%
Future is a highly cash generative
business with adjusted free cash flow
conversion of 95-100%. The Group is
highly disciplined when it comes to
allocating this cash and its approach is to
prioritise the returns in the longer term.
The Group’s capital allocation is linked to
our sustainable operating profit medium
term targets.
As a result, we have two main priorities:
organic investment to fund growth and
acquisitions, whilst maintaining a prudent
balance sheet. These two opportunities
compete against each other, meaning that
any organic or inorganic investment is
benchmarked against its inorganic or
organic alternative, from a feasibility and
return perspective.
Given the asset light nature of the Group, our
organic growth investment is minimal with
capital expenditure representing c.1.5%
of revenue.
Therefore, typically a large proportion of our
cash generation is allocated to accelerating
the execution of the strategy through
acquisitions. We are extremely disciplined
when it comes to acquisitions, both financially
and strategically. We have a proven model of
successfully integrating acquisitions to drive
further value for all stakeholders.
The Group keeps the capital allocation
priorities, as with overall strategy, under
review to make sure that it takes account of
market conditions. In light of recent
macroeconomic conditions, it has been
important to consider all potential uses of
capital, most notably share buy-backs or debt
repayment as interest rates have increased.
The Board regularly reviews the acquisition
pipeline in conjunction with the optionality of
buy-backs. The capital allocation decisions
are aimed to create value over the long-term,
making sure that short-term gain is not at the
sacrifice of long-term benefit.
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 in the UK
Customers
Our value proposition satisfies our customers thanks to our rich
first-party data, our scale and our expertise
Digital advertising grew organically by +7% in FY 2022
Employees
We have flexible working practices enabling a diverse and inclusive workforce, with a
benefits package that focus on welfare not just pay today, including unlimited leave
Our annual profit pool reward ALL employees
Shareholders
Successful execution of the strategy drives strong earnings performance
CAGR (2018-2022) adjusted EPS growth +61%
Communites
We work with communities across the locations we operate in - eg Future
foundations in London and also where we have audience, eg Games Community -
taking leadership positions on misogynistic behaviour
Launched in December 2021 Our Future, Our Responsibility - our ESG strategy
Annual Report and Accounts 2022 / 19
Key performance
indicators (KPIs)
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Our strategy is measured by a set of KPIs
Global audience (million)
FY2022
FY2021
FY2020
FY2019
FY2018
506
432
394
269
Global audience was up +17% year-on-year driven by online users, email
newsletter subscribers and social media followers
Includes magazines and bookazines circulation, online users (see definition below), event
attendees, social media followers (Twitter, Facebook and YouTube) and newsletter subscribers.
0
193
200
400
600
Online users (million)
FY2022
FY2021
FY2020
FY2019
FY2018
313
305
282
Reported users growth of +3% benefited from the acquisition of
Dennis, WhatCulture and Who What Wear.
On a CAGR basis, online users have grown by +28% since FY 2018.
181
118
0
100
200
300
400
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 (£million)
FY2022
FY2021
FY2020
FY2019
FY2018
339.6
221.5
130.1
606.8
825.4
Revenue grew +36% in FY 2022, a combination of organic growth of +2%
and the benefits of acquisition. On a CAGR basis, revenue has grown by
+59% since FY 2018.
0
250
500
750
Organic Revenue Growth (%)
+2%
+6%
FY2022
FY2021
FY2020
FY2019
FY2018
+11%
+11%
+23%
Organic revenue growth of +2% in FY 2022 was mainly driven by
Media organic revenue growth of +5% , with a (2)% organic decline in
Magazines revenue. Average organic growth between FY 2018 and FY
2022 was +11%.
Organic growth defined as the like for like portfolio excluding acquisitions and disposals made
during FY 2021 and FY 2022 and including the impact of closures and new launches at constant
FX rates. Constant FX rates is defined as the average rate for FY 2022
+0%
+5%
+10%
+15%
+20%
+25%
Operating Profit (£million)
FY2022
FY2021
FY2020
FY2019
FY2018
26.7
5.3
115.3
50.7
188.6
Operating profit of £188.6m was up +64% in the year. On a CAGR basis,
operating profit has grown by +144%, outpacing revenue growth since
FY 2018.
0
50
100
150
200
20 / Future plc
Group overview
Adjusted Operating Profit (AOP) (£million)
FY2022
FY2021
FY2020
FY2019
FY2018
93.4
52.2
271.7
195.8
Adjusted operating profit growth of +39%, outpaced revenue growth
due to favourable mix and operating leverage. On a CAGR basis,
adjusted operating profit has grown by +96%, outpacing revenue
growth since FY 2018.
18.5
0
100
200
300
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).
Adjusted Operating Profit (AOP) Margin (%)
FY2022
FY2021
FY2020
FY2019
FY2018
28
24
14
33
32
Improved quality of earnings, despite inflationnary pressures, resulting
from favourable revenue mix, scalability of the model and platform
effect, drove adjusted operating profit margin of 33%, up +1ppt.
Adjusted operating profit margin is defined as adjusted operating profit as a percentage of
revenue.
0
10
20
30
40
Adjusted Diluted Earnings Per Share (EPS) (p)
FY2022
FY2021
FY2020
FY2019
FY2018
74.7
47.5
24.3
163.5
131.9
Adjusted diluted EPS represents adjusted profit after tax divided
by the weighted average dilutive number of shares at the year end
date. Adjusted EPS of 163.5p was up +24% in the year mainly driven by
adjusted operating profit growth.
0
50
100
150
200
Adjusted Free Cash Flow (FCF)
FY2022
FY2021
FY2020
FY2019
FY2018
53.7
17.4
199.3
96.0
0
100
200
300
Leverage (x)
FY2022
FY2021
FY2020
FY2019
FY2018
0.0
0.5
0.8
0.6
0.7
0.9
1.0
1.48
1.5
267.2
Strong cash generation is a feature of the Group, Adjusted FCF grew by
+34% year-on-year and represented 98% of AOP (FY 2021: 102%). On a
CAGR basis, adjusted FCF has grown by +98% since FY 2018.
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.
Our strong cash generation enables rapid de-leveraging. Leverage
at September 2022 was 1.48x with net debt of £423.6m (FY 2021: 0.8x,
£176.3m).
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).
Annual Report and Accounts 2022 / 21
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Chief Executive’s Q&A
Zillah Byng-Thorne Chief Executive
We qualified FY 2021 as being
extraordinary, it feels like FY 2022 was no
different and yet the Group delivered
another very strong set of results, how
would you describe the year?
I am delighted with the performance we
delivered in FY 2022 - it’s evidence that the
strategy of diversification with our business
model is continuing to deliver growth in
ever disrupted markets. Despite the world
changing rapidly and the emergence of new
and material headwinds, we were able to
increase profit guidance at the start of the
financial year, and then again adjust
upwards in May to reflect the acquisition of
Who What Wear. Our business has a true
competitive advantage in our scale,
leadership positions, technology and
operating model. While the ongoing focus
of the team is on execution, the quality of
our content and the quality of our audiences
is what underpins our success. I am very
proud of all of our colleagues, as they have
returned to work post the pandemic and
adjusted to our rapidly changing world, it is
with their ongoing support that we have
managed to deliver record results despite a
more challenging macroeconomic backdrop.
Economists are forecasting a recession,
how resilient is Future? How did the Group
perform in the last recession? And how
can you absorb inflation?
We believe that we have created a Group
that can deliver despite macroeconomic
conditions for three main reasons. First, we
are diversified. The diversification enables us
to absorb headwinds and lean into tailwinds.
Secondly, the quality of our audiences, which
are largely endemic and with high-intent,
coupled with our leadership positions makes
us a publisher that advertisers want to
partner with to reach their targeted
audience. In times of reduced marketing
budget we have typically seen a flight to
quality of market leaders and high
performers i.e. publishers that reach the
targeted audience or have the ability to
segment the audience, and we have these
characteristics! Finally, our purpose is to help
our audiences by fulfilling their passions or
helping them to make the right purchasing
decisions. And on this last point, we help
people make the best buying decisions at
the cheapest price which we believe in the
current environment is a strong proposition
for consumers, whether for products or
services through Go.Compare. We have
also pivoted some of our content to help
consumers by providing lower price points: I
am very proud of the innovation and agility
that our teams are demonstrating to create
opportunities for the Group in a challenging
environment. As you can see, the Group has
changed significantly since the last
recession: it is more resilient, agile,
diversified and has greater scale.
I am delighted with the performance
we delivered in FY 2022 - it’s evidence
that the strategy of diversification with
our business model is continuing to
deliver growth in ever disrupted
markets
22 / Future plc
A number of years ago as part of our
commitment to being a responsible
employer, we looked to create new hubs in
locations with a lower cost of living, opened
Atlanta at the start of 2022 and we will be
opening Cardiff in January 2023. As we enter
higher inflationary markets we are able to
support our colleagues by actively looking
to source our roles in affordable locations.
This is just one of the ways in which we are
able to absorb inflation as we replace roles
into these locations.
In FY 2022, Future made four acquisitions
- can you give an update on the
integrations? Do you have the bandwidth
to focus on organic growth as well as
these integrations?
The more you do something, the more you
perfect it and the Group has a strong track
record of successfully integrating
businesses, and after each one we perform a
“lessons learned” process to ensure that we
continue to get better at it.
When we acquire businesses, we also
acquire talent, and therefore as we have
grown, we have also added to the bench
strength. For example, with the GoCo
acquisition in February 2021, one of the
co-founders, Lee Griffin stayed on and leads
our affiliate services business as part of my
leadership team, it is therefore great to see
that model repeat itself with the acquisition
of Who What Wear where one of the
co-founders Hillary Kerr, is staying on to
lead our US Health and Beauty strategy: she
has a wealth of experience in Fashion and
Beauty but also in using social media as a
channel of audience acquisition.
We are very pleased with the progress on
each of our acquisitions. We look at
integration in two stages: first, the industrial
phase, which is about merging the back
office functions and ensuring that not only
are all the controls in place, but also that we
are all on one system. This phase is now
complete for all acquisitions. This phase
typically takes between four to six months.
Secondly, we focus in parallel on the
revenue synergies realisation, which is
about delivering against the strategic
rationale. All of this is underpinned by our
robust and efficient technology which
allows for these acquisitions to be quickly
incorporated onto our integrated media
platform.
Change is always hard, and the lead up to
and afterwards bring a lot of uncertainty
and change to our new colleagues - most of
whom have had no say in the decision to be
sold. While the process of integration is
inevitable, we could not have the success
we enjoy if it was not for the ongoing
support and resilience of these teams and it
is reassuring to see in our engagement
survey that, as acquired colleagues reach
the two-year mark at Future, their
engagement increases to the same levels
as the rest of the business, that initial period
of adjustment proving the most
challenging. I would like to thank all the
colleagues we have acquired throughout
the year as they have gone through this
period of adjustment.
What do you think makes Future a great
place to work?
I think there are a few reasons why Future is
a great place to work, Future creates
content that largely relates to people’s
passions, with over 1,000 colleagues who
work with us to create that content, many of
them are part of the communities we reach.
There are not many places where you can
create content that relates directly to your
own passions. In addition, as one of the
fastest growing businesses in Media over
the last few years, Future has been
acknowledged as a leader in its industry,
and working for a successful leading
business is a great place to start - Success
feels good!
Our values are core to how we do things at
Future and importantly, they translate into
real outcomes. For example, “Results
matter, success feels good” means that as a
result of the strong performance in FY 2022,
the all-employee profit pool is paying out to
all staff and we also recognise outstanding
performance with our Star of the Month
programme. Importantly, we made the
decision in May, given the strength of our
HY results, to pay 40% of the annual bonus
in June to help our people with the cost of
living, and also brought forward the pay
review process by two months to
November 2022.
We recognise that people are our biggest
asset. This is why we continuously invest in
our people, through training and
development, to nurture talent, to give
people all the tools they need to thrive. We
relaunched during 2022 our audience,
editorial and content (“ACE”) monthly lunch
and learn programme - with 8 sessions and
an average attendance of 90-100. While
over ~30% of roles were filled with internal
promotions throughout the year, including
two members of my leadership team being
promoted from within the organisation.
Communication is also paramount, and we
believe 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 the best of Future in that
week, from content highlights to
charity fundraising.
We work hard at Future, however 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 and have
defined times during the year (Christmas
and two long weekends in August) when
the organisation is closed.
In FY 2022, the Group has launched its
Responsibility strategy, what progress
did you make in the year and how was it
received by employees?
We launched Our Future, Our Responsibility
not only because it is the right thing to do,
but also because it is at the heart of our
Annual Report and Accounts 2022 / 23
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purpose - helping people, through sharing
our knowledge. This has been about
formalising a lot of the initiatives that were
already in place and that we have been
working on.
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.
During the year, we have been
communicating our strategy with our people
and I have been delighted by the level of
support we have been gaining from the
teams. People are very enthusiastic about
our ambition and are keen to “row the boat”
to make a difference. We have also started
to make some progress with the launch
earlier in the year of the Responsible
Content Framework, some fantastic
accreditation by NewsGuard to attest to the
quality of our content and our fight against
fake news.
As with anything the Group undertakes, we
are ambitious to make a difference in our
area of expertise.
It was announced that you would be
stepping down at around your 10-year
anniversary in 2023. Why this decision?
What has been your biggest achievement
at Future?
Future is a fantastic business and my
enduring objective has been to create a
sustainable business that would endure. Our
strategy has highlighted that we have
achieved that with diversification and
economies of scale and efficiency at the
heart of the business. I have been privileged
to lead this business and as a steward of the
organisation guarding this phase of the
Future journey. I believe that we should not
outstay our welcome and after 10 years, I
feel it is time to hand over the stewardship
to someone new who can lead the next
phase of growth.
What is the outlook for FY 2023?
Future enters FY 2023 in a strong
competitive position and we expect to
further strengthen our market positions
within our verticals. The agility of the
business model means we expect to deliver
modest profit growth in FY 2023. The strong
balance sheet and cash generation serve the
business well for ongoing investment and
growth and we are well-placed to add
additional content and capabilities to
further enhance the Future platform.
We launched Our Future, Our
responsibility not only because it is
the right thing to do, but also because
it is at the heart our our purpose -
helping people, through sharing
our knowledge
24 / Future plc
Future is an ambitious organisation: what
is the ultimate goal?
Indeed, Future is very ambitious - one of our
values is that whilst we are proud of our past,
we are more excited about our future. There
are so many opportunities for the Group. The
challenge is actually to make sure we
prioritise these opportunities and don’t lose
our focus on execution. There is no finish line
per se, there are constant opportunities and
it is a fast evolving industry: agility and
execution are two key words.
Today we reach 1 in 3 people online in the
US, so we want to expand our presence and
reach 1 in 2 by deploying our playbook to our
newer verticals: Homes, Women’s and
Wealth and we hosted a CMD in September
to showcase how the Women’s vertical is
one of our key propellers.
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!
Zillah Byng-Thorne
Operational review
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.
Our verticals
B
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NOWLEDGE & N E W S
Annual Report and Accounts 2022 / 25
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Operational review
Geographical segmental review
Our global-first approach translates into our ability to be country or region
agnostic, which gives us flexibility and ability to deliver maximal return on
our cost base. We operate two geographic segments: US and UK.
Our office locations
Washington D.C.
France (remote)
New York
Cardiff
Bath
Los Angeles
Atlanta
London
Reading
UK
The UK monetises all our online content outside the US and Canada
and also includes our satellite operations in Australia.
Our UK operations consist of editorial, video production,
advertising sales and events across websites, video, newsletters,
the production of the large majority of print magazines and
licencing operations which distribute online and print magazines. In
addition, the UK hosts our centres of excellence for back office
functions such as finance, human resources and technology. The
technology team is split between Bath (UK) and France.
UK represents 61% of the Group’s total revenue and 57% of its
revenue is in Media. During FY 2022, online users declined by (5)%.
Sydney
US
The US encompasses both the USA and Canada. Our reach is
significant as we reach 1 in 3 adults online every month and we
have ambitions to pursue our strong growth in the region. In FY
2022, online users grew from 158m to 173m, driven by the
acquisition of Dennis, WhatCulture, Who What Wear and strong
performance in Homes. Our US operations consist of editorial,
video production, marketing, advertising sales and events across
websites, video, newsletters and magazines. US represents 39%
of the Group’s total revenue and 77% of its revenue is in Media.
Online users (m)
FY
2022
140
FY
2021
147
Reported
growth
Organic
growth
(5)%
Online users (m)
FY
2022
173
FY
2021
158
Reported
growth
Organic
growth
+10%
Revenue (£m)
499.5
396.6
+26%
(1)%
Revenue (£m)
325.9
210.2
+55%
+7%
– Media (£m)
284.2
220.4
+29%
+1%
– Media (£m)
251.0
202.4
+24%
+8%
–Magazines (£m)
215.3
176.2
+22%
(3)%
–Magazines (£m)
74.9
7.8
+861%
+2%
Adjusted operating
profit (£m)
148.7
133.6
+11%
Adjusted operating
profit (£m)
123.0
62.2
+98%
26 / Future plc
Operational review
Media & Magazines
Media
Magazines
Media is the largest division with 65% of the Group’s total revenue
with the fastest growth of +5% organic growth in FY 2022. The Media
division encompasses all revenue which is not magazines and includes
sub-segments like digital advertising (revenue from advertising on our
websites or on social platforms and email marketing), affiliate revenue
for both products and services, and events.
Media revenues are now generated from 125 websites and 65 events
held this year in the UK, US and Australia.
Long term growth drivers: The media division growth is powered by
strong, attractive long-term growth fundamentals.
First, digital advertising is expected to continue to take share in the
advertising market to reach $785bn by 2025, representing 72% of the
total advertising market (eMarketer November 2021) compared to
c65% in 2022. Secondly, online retail continues to gain share, with an
accelerated conversion during the pandemic. According to eMarketer,
global eCommerce sales are projected to reach 23.6% share vs 20.3%
currently, growing at 10% CAGR.
Long-term, we expect solid growth from this revenue stream on an
organic basis.
Magazines represent 35% of the Group’s total revenue.
The Magazine division encompasses all revenue associated with
digital or printed magazines or bookazines from advertising, to
subscriptions, to newstrade. During the year, this division has been
bolstered by the acquisition of Dennis. As a result, 48% of the
magazines revenue is now subscriptions, which provide predictable,
repeatable revenue with positive working capital.
We published 106 magazines and 743 bookazines in FY 2022.
74% of magazine revenues are generated from the UK.
Revenue drivers: the magazine industry has experienced long-term
secular decline. However, the pandemic has created an unusual set
of comparators. Fundamentally, we think this business will continue
to decline high single-digit per annum given the improved profile
with higher subscription revenue.
FY
2022
FY
2021
Reported
growth
FY
2022
FY
2021
Reported
growth
Online users (m)
Social media followers
(m)
Event attendees (k)
Email newsletter sub-
scribers (m)
313
179
111
13
305
123
93
11
eCommerce transac-
tions (m)
13.2
15.9
+3%
+46%
+19%
+18%
(17)%
Total circulation (m)
Magazines published
Bookazines published
4.8
106
743
3.4
131
735
+41%
(19)%
+1%
Annual Report and Accounts 2022 / 27
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Case study:
Games, Entertainment
& Tech (GETs)
Blog during peak trading to drive audience and affiliate revenue
We are an agile and innovative company and we foster innovation at
every level of the Group, not just in the Tech department.
GETs KPIs:
Key brands
One of our editors in our Cycling vertical created a live blog to follow the
Tour de France and inform his audience in real time of the competition.
This format was a great success and received positive feedback.
One of our affiliate editors decided to use this successful format to
help our audience navigate Peak trading in terms of deals and
product availability.
During Future’s six-day Black Friday period, staring on Black Friday 2021
and then running through to the following Wednesday, Future brands
made very effective use of live blogs to drive engagement with users
looking for deals in organic search. Live blogs enable Future brands to
report on new deals as they go live on retail partner sites and, in some
cases, help readers find scarce items such as next generation video
games consoles.
During this period Tom’s Guide achieved over 5.3m page views to live
blog content, with the most successful articles focused on PS5 restocks,
Cyber Monday TV deals and the best Black Friday deals still available. This
evolution of Tom’s Guide’s content strategy contributed to a 35%
year-on-year increase in affiliate revenue. Live blogs are now a mainstay of
our coverage of key market moments, with brands ranking from TechRadar
to CreativeBloq and Android Central deploying them to great effect.
Online users
211m
Social media
followers
72m
Market leading
positions
18
28 / Future plc
Case study:
Lifestyle, Knowledge
& News (LKN)
Acquisition of Who What Wear
We look at acquisitions to accelerate our strategy. In June 2022, we
acquired Who What Wear, a leading digital-only women’s lifestyle
publisher based in the US.
This acquisition is further strengthening Future’s position in the
Women’s Lifestyle vertical and gives the Group greater scale and
reach in North America to further monetise its audience. Indeed, with
Who What Wear, Future’s Women’s Lifestyle portfolio of brands
reached position number 6 in Comscore for Fashion and Beauty.
This leadership position is the key to better monetise the audience
through direct campaigns, notably using Who What Wear 18 direct
sales force with existing advertisers.
The Group’s existing Women’s Lifestyle brands will benefit from
Who What Wear’s leading direct advertising sales capabilities, whilst
Who What Wear will benefit from Future’s proprietary technology
stack and operating model to drive the platform effect. The migration
to Vanilla is scheduled for the Spring of 2023, as we look to enrich
Vanilla for Fashion and Beauty content before the migration.
LKN KPIs:
Key brands
Online users
92m
Social media
followers
44m
Market leading
positions
10
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Case study:
Wealth
& Savings (W&S)
Innovation in marketing channel to drive audience with The Money Edit
As mentioned in the GETs (Games, Entertainment & Tech) vertical
case study, innovation and agility are two characteristics of the
way the organisation behaves.
In the early Autumn of 2021, the UK energy market collapsed, leaving
the thousands of Look After My Bills (LAMB) customers idle.
However, in line with our purpose to help share our knowledge and
expertise with others, making it easy and fun for them to do what
they want, we decided to use our customer database to provide them
with regular newsletters with tips and articles are about saving
money, leveraging our email newsletter technology from SmartBrief
and our editorial expertise in Wealth and Savings. As a result, we
have seen limited unsubscribing from LAMB and increased traffic to
our organic website The Money Edit, which now reaches over 450k
online users (September 2022), which is a fantastic performance for a
website that was launched in July 2021.
W&S KPIs:
Key brands
Online users
8m
Social media
followers
1m
30 / Future plc
Case study:
Future
B2B
The email marketing technology
SmartBrief is our end-to-end platform for email newsletter
publishing and ad monetisation within email.
SmartBrief
KPIs:
Key brands
SmartBrief is scalable: it has been improved to facilitate
migrations for both B2B and B2C content.
SmartBrief is agile and efficient with automated content and
categorisation scrapping and curated editorial workflow. Content
curation is built into the CMS (Conent Management System)
allowing editors to seamlessly surface content from thousands of
external sources or across multiple Future sites, greatly reducing
the timing of newsletter creation.
SmartBrief is effective with higher deliverability as trusted by
email services.
SmartBrief is optimised with smart advertising technology that
delivers set timeframe for yield optimisation. This ensures a
better user experience and optimum advertiser performance. It
delivers both endemic and demographic ad targeting for both
sponsored and dedicated send/solus email newsletters.
Emails sent
in FY 2022
1.9bn
New B2B newsletters
launched in FY 2022
19
B2B Subscribers
6.4m
Annual Report and Accounts 2022 / 31
Corporate
responsibility
w
32 / Future plc
32 / Future plc
Corporate
responsibility
34
36
50
54
57
RESPONSIBILITY
COMMITTEE REPORT
OUR FUTURE,
OUR RESPONSIBILITY
TASK FORCE ON
CLIMATE-RELATED
FINANCIAL DISCLOSURES
HOW WE ENGAGE
WITH OUR
STAKEHOLDERS
S172 STATEMENT
Annual Report and Accounts 2022 / 33
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Our Future, Our
Responsibility
At Future we operate
as a responsible
business driven by
our clear purpose,
values and culture.
At Future we operate as a responsible business, driven by our
clear purpose, values and culture. Our corporate strategy was
formulated to drive both returns and sustainability for the long
term; as a consequence, Environment, Social and Governance
(ESG) has been at the heart of what we do.
We are committed to using our scale and reach to make a positive
societal impact and inspire change, in line with our purpose, as well
as playing our part in building a sustainable future for all our
communities and our planet. While we continue to operate
responsibly (see pages 46 for details on what we have delivered
this year) we also knew that we could do more. At Future we strive
to truly make a difference, and so in December 2021 we launched
our responsibility strategy called Our Future, Our Responsibility
(see page 36). This described our pillars but also our ambitions
within each pillar.
Our focus in 2022
Following the launch of Our Future, Our Responsibility in December
2021, we have focused on two areas. Firstly, ensuring we have
detailed milestones for our objectives for each pillar; and secondly,
communicating our strategy to our stakeholders. We continue to
monitor the execution of our Responsibility strategy with regular
Board Committee and steering team meetings.
As highlighted in last year’s report, we focused our strategy on key
topics that resonate with our organisation: these are actionable; are
in line with all our stakeholder expectations; are where we feel we,
as Future, can make a unique difference; and ensure the
Responsibility strategy incorporates the best in-class approach to
governance and corporate culture.
34 / Future plc
Group overviewCorporate Responsibility
Introduction
Pillar
FY 2022
Horizon 1
0 - 12 months
Horizon 2
12 - 24 months
Horizon 3
24 - 36 months
Culture
Behind the
Company
We have published our
DE&I objectives and
Diversity Policy.
These will help us to
improve our colleague
development frameworks.
Through our job families we
will improve internal
mobility, especially for
diverse talent pipelines.
We intend to improve social
mobility beyond London.
Our intention is that our
colleagues will reflect the
diversity of our markets.
Taking
Responsibility
We have invested in three
new intelligent data centre
technologies that are 100%
powered by renewable
energy.
We are continuing to
improve our reporting and
governance and delivering
training in line with our
policies.
We will report on our Scope
3 emissions and we will set
targets to reduce our direct
carbon emissions.
Our intention is to achieve
Net Zero GHG emissions
from scope 1 and 2.
Expanding
Horizons
We have gathered data
about our experts in order to
publish a directory across
brands that curates and
showcases our expert
content creators.
We will embed our
Accessibility Guide to
ensure that all content
creators refer to and act on
the guidance within it.
We will create internal
learning opportunities on
topics that we are
authoritative on for our
‘colleagues as consumers’.
We intend to collaborate
with partners to grow our
reach and develop new
content.
Shaping the
Future
Four of our websites
(TechRadar, The Week,
Space.com and LiveScience)
are now certified as Green
by Newsguard.
We will formalise our
commercial guidelines into a
framework to ensure
Future’s reputation and the
reputation of its clients is
protected.
Our aim is to inspire our
audiences by creating a
positive impact on society
through cross-brand
campaigns.
Our intention is to be
recognised as an industry
leader for our work in this
area.
While we are driven by the desire for actions that make a difference,
we are mindful of the importance of ensuring that we are
accountable and transparent; as a result we are guided by a
framework. We have adopted the UN’s Sustainable Development
Goals (SDGs) as a guide for our objectives and our performance.
We plan to also align our objectives to the Task Force for Climate-
related Financial Disclosures (TCFD) framework in FY 2023,
enabling us to more effectively evaluate climate-related risks and
plan for the short, medium and long-term (see page 50).
We are driven and excited about the challenges and opportunities
of ESG affecting our communities today. While there are many
topics we might consider, by staying true to Future’s principles we
have been disciplined in focusing on issues where we believe we
can truly make a difference.
In this report you will find a description of our Responsibility
strategy and a deep dive on each of the four pillars to report on
what we have achieved in FY 2022, against these. You will also find
in this section our update on S172, our carbon efficiency reporting
and our non-financial information statement.
Hugo Drayton
Chair of the Responsibility Committee
29 November 2022
Responsibility Committee
Ensuring governance of our responsibility strategy is critical,
and consequently we created a new Board Committee in
2021, with the mandate to ensure board level oversight of our
responsibility strategy, monitoring and approving the output.
Members
Hugo Drayton - Chair (since 2021)
Meredith Amdur (since 2021)
Angela Seymour-Jackson (since 2021)
Zillah Byng-Thorne (since November 2022)
The Company Secretary, or nominee, acts as secretary to the
Committee. Details of individual Directors’ attendance can be
found on page 77.
Key responsibilities
The Responsibility Committee supports the Board in the
oversight of our Responsibility strategy:
• Oversee and assess Future’s overall contribution to, impact
on, and role in society.
• Oversee Future’s plans to deliver the Our Future, Our
Responsibility strategy, including the setting, disclosing and
achievement of targets.
• Review progress against priorities and objectives, across
Future’s sustainability strategy.
• Consider Future’s position on relevant, emerging
sustainability issues.
Annual Report and Accounts 2022 / 35
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Our four pillars
Our strategy is centred around four pillars that we know are important to our
colleagues and our audiences. We have separated these into:
Future Differentiators
Where we have a unique opportunity to
make a difference.
Future Foundations
The things that we do which we believe are critical
to all businesses who operate responsibly.
Pillar 1:
Pillar 2:
Pillar 3:
Pillar 4:
EXPANDING
HORIZONS
SHAPING THE
FUTURE
THE CULTURE BEHIND
THE COMPANY
TAKING
RESPONSIBILITY
Connecting people with their
passions and lifelong
learning.
Leading conversations on the
future of the internet and
publishing.
Great content emerges
from a great culture.
Going further to deliver a
sustainable, transparent and
well-governed business.
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 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 leverage our brands’
influence and content to
facilitate lifelong learning for all.
We will adopt a leadership
position in championing a safer
internet and we will make it
integral to our day-to-day
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.
Great content is created by
great people: 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
Group overviewCorporate Responsibility
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.
Our 3,000 colleagues are our
audience as well as our external
readership – 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, over the last 38 years
we have undertaken a number of
acquisitions and it is that
combined past that makes us who
we are today. Today Future boasts
a portfolio of over 250 brands,
many of which are growing fast:
we celebrate our heritage, and we
remain excited about our future.
We all row the boat
Let’s do this
Everyone at Future has a part to
play and a contribution to make,
because together we are stronger.
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 are restless in our pursuit of
improvement, to 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 2022 / 37
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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
facilitate lifelong learning for all.
Why is this important to Future?
What have we accomplished in FY 2022?
We’re one of the biggest publishers in the UK and
growing fast in the US. We are focused on expanding
mindsets and prospects. Our brands connect people
with their current passions and help them to find new
ones. Our aim is to help people learn:
The Expanding Horizons pillar is one of our Future
differentiators, which were new to us last year.
Although we acted responsibly in these areas prior to
the launch of our Responsibility strategy, we had not
coalesced our approach explicitly until now.
• informally;
• from a diverse range of content;
• through democratising information;
• by loving our subjects and making them accessible;
• ensuring our content can be reached through
non-conventional pathways, using technology and
innovation.
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.
Since then, we’ve clustered our ambitions into three topics,
in order to derive tangible outcomes from this pillar:
• Discovery
Helping our audiences to easily find and consume
even more of our content.
• Accessibility
Ensuring our content is accessible to
diverse communities.
• Partnerships
Working with external partners to supercharge
the above.
The eight employees who worked on this pillar developed
the three topics into more detailed objectives with success
measurements: these became our workstreams. Their core
competencies are in consumer marketing, video and
content. Our progress in these areas is detailed on the
next page.
38 / Future plc
Group overviewCorporate Responsibility
Topic
Ambitions (2021 and beyond)
Measurement
FY 2022 Progress
FY 2023 Objectives
Discovery
We will leverage the expertise we
have within each of the verticals in the
business to cross pollinate content
across the different brands in order
to widen access to expert content,
providing learning opportunities across
our brands e.g. leveraging our financial
services expertise to add a “Money”
channel on Tom’s Guide.
We will create a directory of Experts
across verticals / brands. This builds
on the Authorship hub template being
worked on by our editorial teams
to support our goal to be seen by
Google and our audiences as expert,
authoritative and trustworthy.
Each website should include Authorship
hub pages which will demonstrate the
expertise of our editorial teams.
In FY 2022, we agreed to create a
directory of experts which will sit on the
Future plc website, in order to:
Brands using a wider pool of writers year
on year, leveraging the internal database
of experts.
1) Showcase our expertise through
our experts, underpinning the quality
of our content and enabling more of
our audience to find our content and
allowing our content to reach new
audiences.
2) Enable our editors to ensure our
content is written by a diverse group
of experts. It will also be used as a lens
to identify topics that are lacking in a
diverse set of experts.
Drive an increase in engagement metrics
e.g. page views per session, dwell time etc.
Drive growth in audience trust and
positive sentiment about our brands.
Establishment of Audience, Content and
Editorial (ACE) monthly forums, with
agendas to address these points.
Live learning opportunities (at least
monthly) for colleagues on topics about
which we are authoritative.
We will enable our audience to consume
more of our content from first touch,
through, for example, “recirculation”(e.g.
showing our audience more
opportunities to read content written by
the expert who wrote the article they are
currently reading).
We plan to launch a series of webinars,
titled ‘Future Insiders’ which will
capitalise on the huge volume of
expertise that sits within Future,
providing unique and informative content
for our own colleagues.
Accessibility We will develop content that is fully
accessible for lifelong learning. For
example, avoiding colour contrast ratios
above 20:1 in our print and digital content
ensures those with vision or cognitive
impairments are more able to access and
enjoy our content.
Improvements in accessibility,
benchmarked and measured by a tool
such as Wave / Google Lighthouse.
We have created an editorial guide for
accessibility focused on ensuring all Future
content is accessible and from a diverse
range of voices.
The Guide provides a single resource
for all content creators, highlighting the
significance of accessibility and inclusion
& diversity in our content.
We will publish the guide internally and
promote it to all new hires as well as to
existing colleagues, on a regular basis.
We will agree an audit frequency and
methodology to ensure the guide is
embedded.
Partnerships
To accelerate this pillar of connecting
people with their passions and lifelong
learning, we are looking at partnerships
with organisations where there is a
mutual benefit. The aim is to use their
platform with our content to reach a
bigger audience and focus on topics
important to our audience.
Partnership in place with a content creator
that can enhance our distribution.
Raise the profile of our writers
and editors.
We have initiated contact with
organisations and are in the early stages
of exploring partnerships.
We will develop a partnership with at
least one of the organisations to bring
mutual benefit to both parties. This
means a partner who will either develop
content that promotes lifelong learning
and which we will house on our network,
or can provide a way for us to amplify
our own content to reach an even wider,
diverse global audience and enable
lifelong learning for all.
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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?
What have we accomplished in FY 2022?
The Shaping the Future pillar is our other Future
differentiator, which was also new to us last year. As
with the Expanding Horizons pillar, we had not
coalesced our approach explicitly until now.
The twelve colleagues who worked on this pillar
developed the three topics into more detailed objectives,
with success measurements, and these became our
workstreams.
The three topics are:
- Fake news and misinformation
- Responsible content
- Encourage positive impact.
Their core competencies are in trade marketing, video,
compliance, commercial and content. Our progress in
these areas is detailed in the next page.
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 500 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.
For example, our relevant brands leaned into supporting
the people of Ukraine, to keep our audiences informed.
Both The Week UK and US reported extensively on the
conflict, and we planned special content for The Week
Junior to help parents explain to their children what was
happening, in a way that did not terrify.
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
continuously on a Responsible Content Framework to set
common principles across the Group, to guide our
editorial colleagues.
40 / Future plc
Group overviewCorporate Responsibility
Topic
Ambitions
(2021 and beyond)
Fake News and
Misinformation
We will take an active role
in the ‘future of the internet’
debate.
We will commission thought
leadership and research to
ensure we fight fake news and
participate in the debate on
the safe internet.
Measurement
FY 2022 Progress
FY 2023 Objectives
Partnering with at least two
external associations.
FY 2022 has seen Future take a leadership
position in promoting trust and safety in content.
We will continue to lobby on regulation, and to
publish our viewpoint in the UK and US markets.
We will develop a partnership with a US
organisation.
We aim to lobby on at least two topics in FY
2023.
Taking a public, leadership
position promoting Trust and
Safety in content, lobbying
at least two topics relating
to creating a safer internet
each year.
We’ve partnered with the PPA (UK) and have
supported them in lobbying the Government
on its proposed Online Safety Bill, which would
introduce a regulatory framework aimed at
tackling illegal and harmful content published
online. We continue to support the PPA’s lobbying
efforts on this Bill.
We submitted a response to the UK Government’s
new body, the Digital Regulation Cooperation
Forum (DCRF)’s call for input on its position paper
on the benefits and harms of algorithms. We
continue to engage with the DCRF on this paper.
We’re in conversations with a number of potential
partners in the US and will decide on the
partner(s) in Q1 FY 2023.
Gain accreditations for Future
websites from third party
content-quality certification
providers.
Four of Future’s websites are now certified by
Newsguard: Tech Radar (which has a Nutrition
Label of 100/100), The Week, Space.com and
LiveScience.
We hope to gain accreditation for further Future
websites from third party content-quality
providers.
Responsible
Content
We will develop a ‘Responsible
Content Framework’ that will
be implemented across all
verticals.
We will formalise editorial
guidelines on equal access,
accuracy, independence,
freedom of expression and
rights.
Our Responsible Content
and Commercial Frameworks
will be published internally
and externally, and we will
ensure that all our content
creators engage with them on
a regular basis.
We have published our Responsible Content
Framework internally and are promoting it to all
new hires as well as to existing colleagues, on a
regular basis, using tools such as Lunch & Learns.
We will publish Version Two of the Responsible
Content Framework, which will include additional
topics that will be discussed with the leaders of
our brands first.
The Responsible Content Framework is a set of
editorial principles or standards that can act as a
guide for everyone who creates content for Future.
Version One contains the five most important topics
identified by the responses to a survey sent out to
the whole business:
• Accuracy and fairness in reporting.
• Corrections, amendments and apologies.
• Duty of care for staff, contributors and
interviewees.
•Honesty in reviews and e-commerce.
• Editorial independence
We will also develop a ‘Responsible Commercial
Framework’ which will formalise Future’s
commercial guidelines to:
• Ensure Future’s reputation and the reputation
of their clients is adequately protected in all
advertising and sponsorship agreements.
• Ensure that we adopt a consistent and
professional approach towards advertising and
sponsorship.
• Protect Futures stakeholders from allegations
of inappropriate dealings or relationships with
advertisers and sponsors.
• Support the development of ethical
commercial partnerships.
• Ensure compliance with legislation, advertising
industry codes and other councils.
The Ethics Committee will continue to hold
quarterly meetings, to debate issues that require
a decision and cannot be resolved by the Editor-
in-Chief and/or Content Directors, or by the
respective Vertical MD and the CRO.
The Ethics Committee will continue to
proactively address thematic issues that arise
between quarterly meetings.
We’ll continue to collate and share examples of
brands that have demonstrated Positive Impact,
with an Award at the end of the calendar.
We’ll engage with the Vertical MDs to identify
brands that sit in the same vertical and have similar
aspirations in the way that they might inspire our
audiences and therefore create a positive impact on
society or our environment.
Our long term ambition is to bring together those
brands to jointly campaign around a particular issue,
inspiring action at scale.
Annual Report and Accounts 2022 / 41
We will reignite our Ethics
Committee, who are
the guardians of ethical
behaviour in the content we
publish and the commercial
products we sell. The Future
Ethics Committee’s role
encompasses three areas:
• Policy.
• Education.
• Consultation.
The Ethics Committee will
meet quarterly to debate
issues that require a decision
and cannot be resolved by
the Editor-in-Chief and/or
Content Directors, or to the
respective Vertical MD and
the Chief Revenue Officer
(CRO).
The Ethics Committee will
also proactively address
thematic issues that arise
between quarterly meetings.
The Ethics Committee has been reconstituted,
immediately tackling challenging issues where
editorial and commercial stakeholders overlapped.
The Committee has proactively addressed thematic
issues that have arisen between quarterly meetings,
and when matters have arisen that require an
urgent decision: sportswashing, for example.
Sportswashing is described by Wikipedia as ‘an
individual, group, corporation or nation-state using
sport to improve their tarnished reputation, through
hosting a sporting event [...] or by participation
in the sport itself’. The Ethics Committee has
developed some guidance around sportwashing,
which has been published internally. The Ethics
Committee will debate any grey areas that may
arise, and make recommendations that support our
journalists in exposing, highlighting, discussing and
challenging sportswashing activities.
Encourage
Positive Impact
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.
We will demonstrate how
we’ve used our content to
positively influence consumer
behaviour.
We have collated examples across our verticals
and brands which demonstrate the impact we’ve
had on society and how we’ve positively influenced
consumer behaviour.
The examples are not about our individual actions,
or even our corporate actions; they’re about inspiring
others at scale. A positive impact could be an article
or campaign that:
• positively benefits our community and our planet;
• encourages a positive impact / outcome among
our audiences; or
• amplifies issues through our reach; enabling our
communities to have a beneficial impact to society
or our environment.
We have launched a new award internally which will be
presented at the end of the calendar year: the Positive
Impact Award. This award will celebrate content that
has amplified or encouraged a positive impact.
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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?
In order to attract, retain and develop top talent, we
continue to invest in our people strategy, to ensure
that we are an employer of choice for all.
To create content that our customers love, we value
diversity in our business, people and thoughts. This is
what drives diversity in content, discussion and views,
enriching lives. At Future:
• Everyone is welcome (inclusion & diversity)
• Everyone can shine (learning & development)
• Everyone contributes (deliver social impact)
• Everyone is engaged (colleague engagement,
community & opinions)
• Everyone is supported (well-being & safety)
42 / Future plc
Everyone is welcome (inclusion and diversity)
Throughout FY 2022 we continued to build momentum
towards this goal of inclusion. This involves ensuring we
are inclusive from recruitment all the way through the
colleague lifecycle. We are working hard to ensure that our
workforce reflects the diverse communities we serve, and
that we create an inclusive culture where every colleague
can truly be themselves at work. We want people to feel
they have found a tribe, feel welcome and valued for who
they are, as well as what they do.
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 Diversity, Equality
and Inclusion Policy, our Inclusion and Diversity Strategy,
and our Values, which you can find on page 37.
Disability policy
When considering recruitment, training, career
development, promotion or any other aspect of
employment, we strive to ensure that no colleague or job
applicant is discriminated against, either directly or
indirectly, on the grounds of disability.
If a colleague becomes disabled while in employment - and
as a result is unable to perform their duties - we will make
every effort to offer suitable alternative employment and
assistance with retraining.
Everyone can shine (learning & development)
FY 2022 has seen Future welcome over 1,600 new
colleagues into the business, through acquisition and
hiring. We have continued to use our on-boarding tool to
further enhance the colleague journey, and 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.
Group overviewCorporate Responsibility
We are launching a new Human Resource Information System (HRIS)
in FY 2023, which will consolidate the digital journey for new hires,
from application through to the end of their probationary period.
All of our Managers work to our Performance & Potential framework,
which is a continuous process. This is a colleague-led framework which
facilitates continuous quality conversations to help us achieve higher
levels of performance, development, engagement and recognition.
Everyone contributes (delivers social impact)
Our approach to development also extends to supporting
employability and career development outside Future. In FY 2022 we
continued the Future Foundation which seeks, through investment of
our time, expertise, resources and passion, to provide the
opportunity for disadvantaged children to reach their full potential.
At Future we are also proud of our charity-matching scheme that
supports our people with their fundraising endeavours. In support of
the incredible efforts of our colleagues, a donation is made to match
their fundraising efforts.
Diversity
Board
ELT
SLT
All Colleagues
1,356
Male
Female
5
9
65
56%
60%
63%
47%
4
6
37
1,502
44%
40%
36%
53%
Board ELT
SLT
White (or other white including minority white groups)
100%
89%
86.7%
Mixed/multiple ethnic groups
Asian
Black/African/Caribbean
Other ethnic group including Arab
Not specified/prefer not to say
0%
0%
0%
0%
0%
11%
0%
0%
0%
0%
6.65%
6.65%
0%
0%
0%
Following the tragedy that took place in America during May 2022,
we matched any donation that colleagues made to EveryTown for
Gun Safety. We also matched the donations that colleagues made
to any charity supporting the people of Ukraine. Colleagues within
our offices also worked together to help where they could; in
London, for instance, they organised collections of warm clothes,
medicines and sleeping bags.
Everyone is engaged (employee engagement,
community, opinions)
Having an engaged workforce is critical to business growth and
success. In April 2022 we conducted our first Annual Colleague
Engagement Survey to measure satisfaction. We had a 71%
response rate where many colleagues shared meaningful and
insightful feedback about their Future experience.
We have a consistent rhythm of internal communications that
engage all our colleagues in regular updates, formal and informal,
in person and online. All staff are given frequent opportunities to
ask 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 annual awards aligned to our values.
Colleagues’ involvement in the Company’s performance is
encouraged through share schemes and other initiatives such as
our profit pool. We launched our Value Creation Plan in FY 2021,
giving all colleagues the opportunity to share in the success of the
business. We strongly believe that colleagues who can benefit
from the success of the Company are engaged, ensuring
everything we do is for the benefit of all.
At Future, colleagues are invited to contribute their experience,
expertise and ideas. Colleagues are encouraged to partake in
cross-functional working, with team members collaborating on
projects throughout the business, sharing their knowledge and
expertise and learning from other departments.
Annual Report and Accounts 2022 / 43
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The culture behind the Company
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. 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
colleague engagement and onboarding activities.
Everyone is supported (well-being and safety)
At Future, prioritising health and colleague well-being 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.
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, US & Australia,
there were no fatalities and seven minor injuries across these sites
during FY 2022.
We are committed to being a great place to work and an employer of
choice, ensuring that we have the best people. We remain proud of
our unlimited holidays - an extraordinary benefit that allows
colleagues time to reset. We also provide other non-financial
benefits such as discounted gym membership in some office
locations, and shopping discounts. Our financial benefits are
referenced on page 97 (Directors’ Report on Remuneration).
We also have communities that look after each of our office locations.
Each community is a team of volunteers from across departments
who are passionate and enthusiastic about building a sense of
community and connectivity at Future. They work hard to keep
everyone informed, give them a chance to provide feedback, to make
a difference and to have some fun together.
What else have we accomplished in FY 2022?
The Culture behind the Company pillar is one of our Foundation
pillars, which focuses on what we believe is critical to all businesses
who operate responsibly. These topics were consequently not new to
us last year, but were expanded upon with the launch of the ‘Our
Future, Our Responsibility’ strategy in December 2021.
The eight colleagues who worked on this pillar developed the five
topics (as listed on page 42) into more detailed objectives with
success measurements, and these became our workstreams. Their
core competencies are in HR, talent development, talent acquisition
and communications. Our progress in these areas is detailed below:
Measurement
FY 2022 Progress
FY 2023 Objectives
Topic
Everyone’s
engaged
Ambitions (2021
and beyond)
We will incorporate Future values
as part of the recruitment process,
colleague reviews and all existing
HR processes.
Annually, we will hold a Town Hall
to review the Values and reflect on
the Annual Colleague Engagement
Survey results.
Our ambition is to see an
increase in retention by ~5%
and an increase in colleague
engagement metrics, captured
by our Annual Colleague
Engagement Survey.
Everyone is
supported
We will continue to train Mental
Health First Aiders (MHFAs),
operating a ratio of around 1 per
50 colleagues, and support the
individuals who provide this service
across the Group.
Our ambition is to see an
increase in retention by ~5%
and an increase in colleague
engagement metrics, captured
by our Annual Colleague
Engagement Survey.
Our Annual Colleague Engagement
Survey will include a section on
well-being and knowledge of current
activities and available solutions.
We will ensure colleagues are taking
a minimum of 15 days leave each
year, and within any rolling 12 weeks
at least two days off.
All colleagues take a minimum
of 15 days leave each year, and
within any rolling 12 weeks at
least two days off.
44 / Future plc
In April 2022 we conducted our first Annual Colleague
Engagement Survey to measure satisfaction. We had
a 71% response rate where many colleagues shared
meaningful and insightful feedback about their Future
experience. The results of the Annual Colleague
Engagement Survey were hosted on a dedicated Google
Site, and we have since hosted a series of listening
sessions to talk through ideas around how we could
improve, and to understand the feedback so that we could
ensure the changes we make are the ones that matter.
Community is also important, and now we are back in
our offices, different groups of colleagues are coalescing
to help build our culture. For example, during June
our offices were rainbow-hued for Pride, thanks to
suggestions from our LGBTQ+ community; activities took
place in the UK to celebrate the Queen’s Jubilee; book
clubs were launched; and invitations were sent out for
summer BBQs and events.
Well-being at Future does not end with physical safety.
In FY 2021 we took a number of steps to ensure the
mental and emotional well-being of our colleagues was
supported. We have continued to support colleagues
in this way during FY 2022, maintaining over 50 Mental
Health First Aiders across our sites, to provide our
colleagues with resources and confidential support,
focusing on mental health. They have all had refresher
training, 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.
The Annual Colleague Engagement Survey in FY 2022
included a section on well-being. We have since held
listening sessions to understand the feedback and
formulate an action plan.
Our People Team started work on guidance for managers
and employees on how to implement the unlimited leave
policy offered to employees in most of our territories. This
was a key issue coming out of the employee engagement
survey that whilst staff appreciated the opportunity to take
leave, they needed further guidance on how to benefit
from the policy.
We plan to use the feedback from our Annual Colleague
Engagement Survey and listening sessions to make
Future an even more engaging place to work, and we
have a series of actions in place to ensure this happens.
We will continue to provide training to all our MHFAs
and ensure there is always someone available to answer
requests for help.
We will ensure the well-being section is repeated in the
FY 2023 Annual Colleague Engagement Survey in order
to measure any change.
Our new HRIS will enable us to ensure colleagues take a
minimum of 15 days leave a year and within any rolling 12
weeks at least two days off.
Group overviewCorporate Responsibility
Topic
Ambitions (2021
and beyond)
Everyone is
welcome
We will set our DE&I objectives and
publish our diversity policy.
Measurement
FY 2022 Progress
FY 2023 Objectives
Our ambition is for the diversity
of our workforce to match the
diversity of our local populations,
and for 20% of our vacancies to
be filled by internal promotions.
We have set our DE&I objectives, which are focused
around training our commercial team initially. We’ve also
published our new diversity policy internally. Our Board
diversity policy can be found our our website: www.
futureplc.com/governance/
We will expand on our DE&I objectives which will extend
beyond our commercial team.
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.
Inclusion training will be mandatory,
and all managers will have inclusive
leadership training.
We’ve publicly reported on the diversity of the Executive
Leadership Team (see page 43 in this report).
We will continue to report on the diversity of the
Executive Leadership Team.
We’ve begun developing partnerships with universities
close to our office locations.
We will continue to develop partnerships with
universities and potentially colleges, in particular those
which are close to our office locations.
We have worked with Inclusive Employers to deliver
inclusion training for a group of Commercial colleagues.
Three of our People team attended this session and have
also attended a Train the Trainer session. We have also
launched online Anti-Harassment training across our US
workforce.
We will work with Inclusive Employers to deliver inclusive
hiring training to our hiring managers of the pilot
programme. Three of our People team will attend this
session and a Train the Trainer session; they will roll out
this training for hiring managers across the business.
We will also roll out Anti-Harassment training across our
entire workforce.
In preparation for our new HRIS, we are creating Job
Families. We plan to run a series of workshops with each
group to launch the job families, framed in the context of
career paths at Future. We will use this as an opportunity
to highlight how people can move up in their career and
show what some of the competencies would look for
at each job level. We will publish career paths online
internally and externally, and create real-life case studies
of colleagues’ journeys at Future.
We are currently working on a tiered approach to our
management training, and plan to launch programmes
for all levels in FY 2023.
We are also developing a competency framework which
will be used to assess all of our senior leaders’ capability
and competencies, and which will lead to a formal
performance conversation with each leader.
Following this, a Development Action Plan (DAP) may
be created for them, depending on their ambitions, and
performance.
We are developing this programme further in FY 2023,
from training on how to use our proprietary Content
Management System (CMS) and eCommerce platforms
- Vanilla, our website platform and HAWK - our
eCommerce technology, through to media training or
how to deal with online harassment. The new framework
will ensure that all editorial colleagues receive consistent
training, and that they all have access to the same
learning opportunities.
We aim to increase the number of colleagues
volunteering to take part in programmes such as Future
Frontiers even further in FY 2023, and to explore similar
opportunities elsewhere in the UK.
We will explore partnerships with other organisations
that run similar programmes, in order to continue our
work with young, diverse talent and help them to enter
into and flourish within the media sector.
Everyone
can shine
We will increase internal mobility.
We will continue to offer training and
mentoring for colleagues.
Our ambition is for 20% of
our vacancies to be filled by
internal promotions, and for
85% colleagues to still be in role
after one year, as well to see an
increase in colleague engagement
metrics, captured by our Annual
Colleague Engagement Survey.
As referenced on page 43, our Performance & Potential
Framework provides structure to enable colleagues to
get the best out of their performance on a day-to-day
basis, to release their potential and navigate their career
at Future, whether that be a sideways move, or moving up
the career ladder.
We will have a digital skills
programme for junior staff.
Everyone
contributes
We will create partnerships with
charities that align with our values.
We will invest in the Future
Foundation and increase its impact.
We will increase the number of
colleagues coaching young people
from disadvantaged backgrounds,
via Future Frontiers.
We hope to see an increase in
colleague engagement metrics,
captured by our Annual Colleague
Engagement Survey.
We review our top talent annually, calibrating with the
Executive Team to identify potential and ensure we are
all aware of the talent in our business, and that we have
succession plans and individual training plans for each.
Our internal SEO training programme has continued
to develop. Built for new and current editorial staff, it
enables them to learn or improve audience development
techniques.
We have launched two new early careers programmes
in FY 2022. Our graduate programme runs in both the
UK and US and our locations are all in close proximity
to higher education institutions. Graduates in England
can also obtain professional qualifications in the form of
apprenticeships.
Our Accelerator Apprenticeship programme
encompasses courses for apprenticeship at various junior
levels, acting as an early career entry point into Future,
without the requirement for a degree.
Our Degree Apprenticeship programme encompasses
fully-funded degree courses at apprenticeship levels 6 &
7 (as defined by the Education & Skills Funding Agency),
alongside employment for specific tech areas.
We work with multiple training institutions to facilitate
our apprenticeships, including Kaplan (UK) and Multiverse
(UK & US).
We continued to support a programme that provides
mentoring, coaching and internships to disadvantaged
students in London, inspiring them with the confidence
and skills to pursue a career in media. Future Frontiers is
an award-winning education charity that ensures young
people from disadvantaged backgrounds fulfil their
potential at school, and when transitioning to education,
employment and training at ages 16 and 18.
Double the number of UK colleagues participated in a
one-to-one coaching programme in FY 2022 compared to
last year, and the feedback from both Future colleagues
and the students they coached was extremely positive.
We also continued to partner with Media Trust, a
charity that runs unique programmes such as Kickstart
to encourage young, diverse talent to develop their
confidence, passions and talents to work in the media
sector. Kickstart roles at Future have spanned advertising
operation executives, eCommerce marketing assistants,
supply chain administrators, researchers, circulation
executives, website administrators and content writers,
across all brands, and at least four of our Kickstarters
have gone on to secure permanent roles at Future.
In the US we partnered with DreamYard, a not-for-profit
organisation that collaborates with Bronx youth, families
and schools to build pathways to equity and opportunity
through the arts. The two interns shadowed, worked with,
and learned from a Future colleague, rotating across teams.
We will support our office
communities with their charitable
endeavours.
All colleagues will have the
opportunity to volunteer up to two
days per year.
All colleagues were given the opportunity to volunteer up
to two days per year.
All colleagues will continue to have the opportunity to
volunteer for up to two days per year.
In FY 2023 the focus will be on a Giving Back Day in
December 2022, which will see colleagues in each of our
communities coming together to work on a project that
will improve some element of the community around us.
Annual Report and Accounts 2022 / 45
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Pillar 4:
Taking Responsibility
Building a sustainable future
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 sourcing paper responsibly to our
travel policies - and we have brands at the forefront of
these conversations. Marie Claire, for example, won the
Innovation of the Year Award from the British Society of
Magazine Editors for their work over the past two years
bringing their key purpose pillar - sustainability - to life
and engaging new audiences in the topic through live
panel events, a festival, awards, specials, guest edits,
digital partnerships, campaigns and a dedicated
channel. Woman & Home also featured content on
‘Sustainable living: How to help combat climate change
at home’ and the Tom’s Guide awards now feature
sustainability for the prestigious Hero Award.
Ideal Home introduced the ‘One Small Step’ badge to its
print content around three years ago to highlight
products or stories that encourage a more sustainable
approach to homes. This has now been expanded to a
one-page feature in every issue, focusing on news and
ideas for a more sustainable home.
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
produced from sustainable, managed forests,
conforming to strict environmental and socio-economic
standards. Our paper mills and paper merchants all hold
full FSC (Forest Stewardship Council) certification and
accreditation, showing our commitment to sourcing
paper supplies from sustainable sources.
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 this. In the UK,
Future’s unsold magazines are either used in recycled
paper manufacture or in other recycling operations, or
they are handed to local schools and hospitals. We also
support the Professional Publishers Association’s
initiative, encouraging readers to recycle their magazines
after use, and we are now full members of the OPRL
(On-Pack-Recycling-Label) Scheme which provides full
access to and use of correct recycling labelling,
instructing consumers how to responsibly recycle or
dispose of our magazines and packaging.
Packaging
We comply with our obligations under the Producer
Responsibility Obligations (Packaging Waste)
Regulations, and carry out an annual packaging waste
audit where we declare our packaging waste 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
46 / Future plc
Group overviewCorporate Responsibility
packs to the retail newsstand. In FY 2022 we explored moving our
export subscriptions to paper wrap, from their current LDPE4 (number
4-coded low-density polyethylene) fully recyclable wrap. We have
three export titles (Golf Monthly, Rugby World and Sporting Gun) in
paper wrap; the rest are still in polywrap. We are trialling the paper
wrap with these three titles to assess how well it travels through
international postal systems and also to compare costs.
We remain committed to ensuring recycling logos show the latest
information available on recyclability of the wrappers, directing
customers to recycle the bags at local supermarkets.
Recycling and waste management in the office
All of our offices have clearly defined communal waste and recycling
areas. Our in-office signage for colleagues ensures we all play an
active part in recycling. We have separate general waste, mixed
recycling and food waste in all offices, and we operate a zero single-
use plastic policy, which has significantly reduced our impact already.
We work with our waste provider to complete quarterly reporting to
trace waste usage more efficiently and monitor progress on
reducing waste that is sent to landfill.
Global tonnes CO2e emissions from
FY 2021:
Total waste: 15.129 tonnes across four locations
Total recycled: 5.354 tonnes (35.4%) across four locations
FY 2022:
Total waste: 32 tonnes across three locations
Total recycled: 21 tonnes (67%) across three locations
Scope 1 and 2 emission reporting
Climate risk and opportunities have not yet been considered as part
of our risk process. However, the Group has commissioned a
third-party to include climate risks and opportunities in our risk
assessment in FY 2023. You can read more about our approach to
risk on page 66.
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
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
Total
(tCO2e)
Total
(tCO2e)
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
UK
US
Aus
TOTAL
UK
US
Aus
TOTAL
UK
US
Aus
TOTAL
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
The purchase of electricity: heat, steam or cooling
by the Group for its own use
(Scope 2) Market Based
Total Emissions (tCO2e) - Location Based
Total Revenue (£m)
Intensity Ratio (tCO2e per £1m) - Location Based
Global tonnes CO2e emissions from
97
-
-
97
331
3
-
334
-
-
-
-
431
130.1
3.3
96
-
-
96
298
205
-
503
-
-
-
-
599
221.5
2.7
106
2
1
109
235
34
-
269
337
34
-
371
378
339.6
1.1
232
2
0
234
230
8
3
241
-
-
-
-
475
606.8
0.8
154
0
0
154
271.81
71.76
9.30
352.87
147.85
71.76
9.3
228.91
609
825.4
0.7
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)
UK
US
Australia
TOTAL
UK
US
Australia
TOTAL
FY 2021 Total (kWh)
Total (kWh)
FY 2022 Total (kWh)
Total (kWh)
1,152,393
7,318
-
1,159,711
1,084,041
41,433
3,776
1,129,250
2,288,961
606.8
3,772.18
820,246
0
0
820,246
1,575,827
413,121
11,773
2,000,720
3,222,176
825.4
3909.78
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/)
Annual Report and Accounts 2022 / 47
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Taking responsibility
(‘the 2018 Regulations’) we have reported our Streamlined Energy
and Carbon Report disclosure for 2022, covering the period 1
October 2021 to 30 September 2022.
Methodology
Our reporting covers our UK, US and Australian entities: Future
Publishing Limited, Future US, and Mozo Pty. Limited. We use the
Environmental Reporting Guidelines: including streamlined energy
and carbon reporting guidance 1 and Greenhouse Gas Protocol 2
methodology for compiling this greenhouse gas (GHG) data; and
included all required emissions sources. GHG emissions factors
have been sourced and applied from BEIS conversion factors for
GHG 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).
Intensity Ratio
We are using ‘Tonnes per £1 million revenue’. Our GHG emissions CO
2e intensity has decreased further from 0.8 tonnes CO 2e per £m in
2021, to 0.74 tonnes CO 2e per £m in 2022, which is a decrease of 7.5%.
Energy Efficiency Action Taken
Two of Future’s largest UK sites, Paddington and Bath, now have
electrical charging points for vehicles in place.
We have also invested in new Trend Controls panels to ensure the
Bath office Building Management System (BMS) is as efficient as
possible. In our NY office we have installed a new BMS so we have
better control of our air conditioning systems which in turn will
reduce usage.
In the coming financial year we are completing the LED lighting
upgrades to one floor of the Paddington office and the whole site in
Reading. The LED lighting upgrades will lead to a 71.1% reduction of
total circuit watts in the Paddington office, and a 63.5% reduction in
the Reading office.
We are also going to be upgrading the air conditioning system to a new
Variable Refrigerant Volume system to aid usage and provide better
performance. TM44 surveys are also being completed at all UK sites.
What have we accomplished in FY 2022?
Taking Responsibility is our other Future Foundation pillar.
Although these were not new to us last year, through the launch of
our ‘Our Future, Our Responsibility’ pillar in December 2021 we
have further developed our ambitions surrounding climate and
sustainability.
The six colleagues who worked on this pillar developed the five
topics (Climate Change - Direct; Value Chain Impacts; Corporate
Governance & Compliance; Lobbying & Public Affairs and
Stakeholder Engagement) into more detailed objectives, with
success measurements, and these became our workstreams. Their
core competencies are in building management and facilities,
supply chain and production, IT, finance and corporate governance.
Our progress in these areas is detailed next:
48 / Future plc
Topic
Ambitions (2021 and beyond)
Climate change
- direct
Our intention is to achieve net zero GHG emissions from Scope
1 and 2.
We will demonstrate reductions via energy saving and
renewable energy.
We will initiate a Scope 3 footprint report in FY 2023.
Measure-
ment
FY 2022 Progress
data published in our
Annual Report. We
will measure our GHG
emissions (intensity
ratio) once a year
via our sustainable
energy consultancy
partner.
Information and
We continue to publish scope 1 and 2 and our intention is to be net zero GHG.
We continue to publish scope 1 and 2 and our intention is to be net
FY23 objectives
zero GHG.
We will implement training for key members of the business.
We will initiate a Scope 3 footprint report in FY 2023, which will
be published in our FY 2024 annual report at the latest. We are
employing an independent management consultancy that specialises
in ESG and sustainability, to provide guidance on conducting our
Scope 3 reporting. Key suppliers have already provided us with their
own ‘carbon calculators’ in order for us to be able to calculate our
impact from tonnages. We will review their methodology through the
consultancy work.
Value Chain
Impacts
We commit to producing hard copy issues from certified or
responsibly-sourced paper will continue.
Information and
We’ve produced our hard copy print products from certified or responsibly-sourced paper in
We will continue to produce hard copy issues from certified or
data published in our
all our locations.
Annual Report.
responsibly-sourced paper.
We will remain committed to responsible sourcing of paper
and other materials.
We will set a single-use plastic-free policy, and report on
compliance by January 2023.
We will disclose our operational waste tonnage and introduce
programmes to increase our recyling rate.
We will set targets to measure emissions from our digital value
chain by FY 2024 at the latest.
As above, we do not use plastic covermounts, and we package in recyclable materials; There
We will continue to not use plastic covermounts, and to package in
are no plastic covermounts (promotional gifts), packaging is the envelopes for subscribers
recyclable materials.
and the pallet wrapping for distribution. UK subscriber copies are in recyclable paper,
overseas subscribers are in recyclable poly.
We will continue our discussions with freight consolidators about
We have removed single-use plastics from our domestic shipping and marketing.
removing single-use plastics from our international shipping.
We continue to disclose our operational waste and tonnage in the UK through our annual
return to the Department for Environment, Food & Rural Affairs (DEFRA), and you can find
We will continue to disclose our waste and tonnage through our
details of this year’s disclosure on page 47. 100% of our unsold waste (returned copies from
annual return to DEFRA. We will also continue to implement industry-
shops) is recycled in the UK. The industry has surveyed customers and therefore we can
wide initiatives, e.g. recycling logos in our magazines and on the
estimate that 90% of our manufactured product is recycled (post consumer waste) but note
recylable plastic, and encouraging recycling in the panels.
that this pre-dates the pandemic.
the panels.
We also continue to implement industry-wide initiatives or government-led best practice, e.g.
powered by renewable energy, and our usage will continue to be
recycling logos in our magazines and on the recyclable plastic, and encouraging recycling in
scaled according to demand.
We will continue to use data centre technologies that are 100%
We have invested in three new intelligent data centre technologies that are 100% powered
recycle all end of life kit.
by renewable energy, and our usage is scaled according to demand. This project started
in January 2022 and completed in July 2022. The Data centres are operated by third party
We will continue to only retain data for as long as we need to, from a
providers, but all the equipment we utilise in them is Future owned. We’ve invested c£2.5
financial or legal perspective.
million in brand new kit which is 30% more energy efficient than the kit it replaces. All end-of-
We will continue to replace our kit with more energy-efficient kit, and
Our Scope 3 reporting, in conjunction with the independent
management consultancy, will enable us to identify our current digital
We constantly optimise our web pages across our brands to reduce page load time and
emissions and set targets to reduce them.
life kit is recycled.
therefore reduce energy usage.
We only retain data for as long as we need to, from a financial or legal perspective.
Corporate
Governance and
Compliance
A sub-committee of the board will govern the Responsibility
strategy.
Our policy committee will take responsibility for reviewing,
updating and circulating our policies.
Information and
Our governance is key to operating a fair and transparent business: in 2021, we created a new
Our Board Committee will continue to govern the Responsibility
data published in our
Board Committee; this Responsibility Committee supports the Board in the oversight of our
strategy.
Annual Report.
Responsibility Strategy (see page 35 for information on committee members).
Our policy committee will continue to meet once a quarter to review,
Our policy committee meets once a quarter to review, update and circulate our policies.
update and circulate our policies.
We make our policies available to all employees across the business via a number of
Training will support the Group’s key policies.
communication channels, including our People site, our Snapshot (weekly update) and general
We will continue to train and embed our policies within the Group.
We will publish our tax strategy in our annual report.
email communications.
We train and embed our policies. In FY 2022 all Future colleagues (including contractors with
and we will consider the possibility of introducing training for all
privileged data access) were required to undertake mandatory Privacy and Data Protection
colleagues on sustainability and ESG.
training; on the core basics of privacy, the specific requirements by region from laws such
as GDPR (UK/EU), CCPA (US) and PIPEDA (Canada). The training is held in Future’s privacy
We will continue to publish our tax strategy on our website
We discuss ESG in our Town Halls and at all Onboarding events,
platform, One Trust, which enables us to tailor training, send personalised emails and
track progress. All colleagues who work in the FCA-regulated part of Future are required to
undertake Conduct Rules training, which is broken down into three sections: a background
to FCA regulation, an introduction to SM&CR, and the full set of Conduct Rules which apply
to individuals who work in FCA and PRA regulated firms. External independent audits are
conducted at least once every two years on Information Security Policies and Systems, and
our policies are reviewed quarterly and hosted on our internal InfoSec wiki. The Board also
receives an update on Cyber Security as part of the Future risk register.
You can find more information on this on page 69.
We have published our tax strategy on our website.
Lobbying and
Public Affairs
Using the responsible lobbying framework we will interact with
regulators and policy makers.
Information published
We have followed the responsible lobbying framework in all lobbying that has taken
We will continue to use the responsible lobbying framework when
in our Annual Report.
place this year, e.g. around the Online Safety Bill
interacting with regulators and policymakers.
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.
We’ve had conversations with MSCI, Sustainalytics and ISS around the transparency of
We will continue to disclose our Section 172 statement, annually.
our data and are working through a list of recommendations.
We plan to publish information around our approach to data and
As part of the wider shareholder consultation on remuneration, we have also engaged
privacy that wasn’t previously in the public domain.
with IVIS, Glass Lewis and ISS to get their input to ensure alignment.
Group overviewCorporate Responsibility
Topic
Ambitions (2021 and beyond)
Climate change
- direct
1 and 2.
Our intention is to achieve net zero GHG emissions from Scope
We will demonstrate reductions via energy saving and
renewable energy.
We will initiate a Scope 3 footprint report in FY 2023.
Value Chain
Impacts
We commit to producing hard copy issues from certified or
responsibly-sourced paper will continue.
We will remain committed to responsible sourcing of paper
and other materials.
We will set a single-use plastic-free policy, and report on
compliance by January 2023.
We will disclose our operational waste tonnage and introduce
programmes to increase our recyling rate.
We will set targets to measure emissions from our digital value
chain by FY 2024 at the latest.
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 annual report.
Measure-
ment
FY 2022 Progress
FY23 objectives
Information and
data published in our
Annual Report. We
will measure our GHG
emissions (intensity
ratio) once a year
via our sustainable
energy consultancy
partner.
Information and
data published in our
Annual Report.
We continue to publish scope 1 and 2 and our intention is to be net zero GHG.
We continue to publish scope 1 and 2 and our intention is to be net
zero GHG.
We will implement training for key members of the business.
We will initiate a Scope 3 footprint report in FY 2023, which will
be published in our FY 2024 annual report at the latest. We are
employing an independent management consultancy that specialises
in ESG and sustainability, to provide guidance on conducting our
Scope 3 reporting. Key suppliers have already provided us with their
own ‘carbon calculators’ in order for us to be able to calculate our
impact from tonnages. We will review their methodology through the
consultancy work.
We’ve produced our hard copy print products from certified or responsibly-sourced paper in
all our locations.
We will continue to produce hard copy issues from certified or
responsibly-sourced paper.
As above, we do not use plastic covermounts, and we package in recyclable materials; There
are no plastic covermounts (promotional gifts), packaging is the envelopes for subscribers
and the pallet wrapping for distribution. UK subscriber copies are in recyclable paper,
overseas subscribers are in recyclable poly.
We have removed single-use plastics from our domestic shipping and marketing.
We continue to disclose our operational waste and tonnage in the UK through our annual
return to the Department for Environment, Food & Rural Affairs (DEFRA), and you can find
details of this year’s disclosure on page 47. 100% of our unsold waste (returned copies from
shops) is recycled in the UK. The industry has surveyed customers and therefore we can
estimate that 90% of our manufactured product is recycled (post consumer waste) but note
that this pre-dates the pandemic.
We also continue to implement industry-wide initiatives or government-led best practice, e.g.
recycling logos in our magazines and on the recyclable plastic, and encouraging recycling in
the panels.
We have invested in three new intelligent data centre technologies that are 100% powered
by renewable energy, and our usage is scaled according to demand. This project started
in January 2022 and completed in July 2022. The Data centres are operated by third party
providers, but all the equipment we utilise in them is Future owned. We’ve invested c£2.5
million in brand new kit which is 30% more energy efficient than the kit it replaces. All end-of-
life kit is recycled.
We constantly optimise our web pages across our brands to reduce page load time and
therefore reduce energy usage.
We only retain data for as long as we need to, from a financial or legal perspective.
We will continue to not use plastic covermounts, and to package in
recyclable materials.
We will continue our discussions with freight consolidators about
removing single-use plastics from our international shipping.
We will continue to disclose our waste and tonnage through our
annual return to DEFRA. We will also continue to implement industry-
wide initiatives, e.g. recycling logos in our magazines and on the
recylable plastic, and encouraging recycling in the panels.
We will continue to use data centre technologies that are 100%
powered by renewable energy, and our usage will continue to be
scaled according to demand.
We will continue to replace our kit with more energy-efficient kit, and
recycle all end of life kit.
We will continue to only retain data for as long as we need to, from a
financial or legal perspective.
Our Scope 3 reporting, in conjunction with the independent
management consultancy, will enable us to identify our current digital
emissions and set targets to reduce them.
Governance and
strategy.
Corporate
Compliance
A sub-committee of the board will govern the Responsibility
Information and
data published in our
Annual Report.
Our governance is key to operating a fair and transparent business: in 2021, we created a new
Board Committee; this Responsibility Committee supports the Board in the oversight of our
Responsibility Strategy (see page 35 for information on committee members).
Our Board Committee will continue to govern the Responsibility
strategy.
Our policy committee will continue to meet once a quarter to review,
update and circulate our policies.
We will continue to train and embed our policies within the Group.
We discuss ESG in our Town Halls and at all Onboarding events,
and we will consider the possibility of introducing training for all
colleagues on sustainability and ESG.
We will continue to publish our tax strategy on our website
Our policy committee meets once a quarter to review, update and circulate our policies.
We make our policies available to all employees across the business via a number of
communication channels, including our People site, our Snapshot (weekly update) and general
email communications.
We train and embed our policies. In FY 2022 all Future colleagues (including contractors with
privileged data access) were required to undertake mandatory Privacy and Data Protection
training; on the core basics of privacy, the specific requirements by region from laws such
as GDPR (UK/EU), CCPA (US) and PIPEDA (Canada). The training is held in Future’s privacy
platform, One Trust, which enables us to tailor training, send personalised emails and
track progress. All colleagues who work in the FCA-regulated part of Future are required to
undertake Conduct Rules training, which is broken down into three sections: a background
to FCA regulation, an introduction to SM&CR, and the full set of Conduct Rules which apply
to individuals who work in FCA and PRA regulated firms. External independent audits are
conducted at least once every two years on Information Security Policies and Systems, and
our policies are reviewed quarterly and hosted on our internal InfoSec wiki. The Board also
receives an update on Cyber Security as part of the Future risk register.
You can find more information on this on page 69.
We have published our tax strategy on our website.
Lobbying and
Public Affairs
Using the responsible lobbying framework we will interact with
regulators and policy makers.
Information published
in our Annual Report.
We have followed the responsible lobbying framework in all lobbying that has taken
place this year, e.g. around the Online Safety Bill
We will continue to use the responsible lobbying framework when
interacting with regulators and policymakers.
Stakeholder
Engagement
annually.
We will continue to disclose our Section 172 statement,
We’ve had conversations with MSCI, Sustainalytics and ISS around the transparency of
our data and are working through a list of recommendations.
We will continue to disclose our Section 172 statement, annually.
We will engage in Ratings providers’ research, and ensure
transparency of our data.
As part of the wider shareholder consultation on remuneration, we have also engaged
with IVIS, Glass Lewis and ISS to get their input to ensure alignment.
We plan to publish information around our approach to data and
privacy that wasn’t previously in the public domain.
Annual Report and Accounts 2022 / 49
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Task Force on Climate-related Financial Disclosures (TCFD)
At Future, climate change is treated as a Board-level governance topic.
Our governance framework is outlined in the Corporate Governance
section on pages 76 to 77. For more detail on the roles of the Board and
its Committees, please see the matters reserved for the Board and its
Committees’ terms of reference, which are available in the governance
section of Futureplc.com. The Responsibility Committee provides
updates to the Board throughout the year, including on climate change,
to ensure the Board is able to make informed decisions. Our
Responsibility Committee evidences our commitment to drive
improvements in our environmental and wider sustainability
performance, and to ensure that as a business we are making real
progress with our environmental commitments. Climate change and
how we are responding to the risks and opportunities that it poses is
important to our stakeholders (Our Audience, People, Investors,
Commercial Partners and Suppliers and Regulators). We support the
Task Force on Climate-related Financial Disclosures (TCFD) and its
recommendations and are committed to assessing the impacts of
climate risks in FY 2023 and opportunities across our operations and
supply chains (you can read more about our plan below). This year, we
have focused on establishing our reporting structure and internal
process to ensure we can identify and manage climate risks and
opportunities. We plan to further enhance (see below) and improve
these as we evolve along the TCFD journey.
The Group has prepared its TCFD disclosures, as set out below, in line
with guidance in the 2021 updates to the TCFD Final Report and Annex,
including the supplementary guidance for all sectors. We are building
on our progress on reducing greenhouse gas emissions (see GHG data
on page 47) from previous years to develop a net zero strategy, and we
intend to evolve our reporting under the TCFD recommendations. We
have the ambition to be scope 1 and 2 net zero. We previously set a
target of net-zero on scope 1 and 2 by 2026. We have decided to
postpone this target. We had not prepared a detailed transition plan
and therefore could not commit to meeting the target. As part of the
work undertaken by Carnstone, we will reassess and set a new target
by FY 2023. We are continuing to work towards this ambition whilst in
parallel assessing our Scope 3 footprint before elaborating a net zero
strategy (scope 1, 2 and 3) and an updated goal. At the time of
publication, Future plc has disclosed sufficient information to comply
with one of the 11 recommended disclosures set out in Figure 4 of
Section C of the report entitled “Recommendations of the Task Force
on Climate-related Financial Disclosures” published in June 2017 by the
TCFD (LR 9.8.6R). While we have made good progress on our
reporting, we acknowledge that the Group does not comply with all
TCFD recommendations and that further work is required to enhance
the identification, impact and reporting for climate-related risks and
opportunities, and how these map over the short, medium and long
term. Further work will be undertaken in the coming financial year in
the following areas:
50 / Future plc
Compliant
Y/N
Rationale
Plan to address
Timeline
Governance
a. Describe the Board’s oversight of climate-related risks and
opportunities.
b. Describe management’s role in assessing and managing
climate-related risks and opportunities.
Strategy
a. Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and long-
term.
b. Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and financial
planning.
c. Describe the resilience of the organisation’s strategy, taking
into consideration different climate-related scenarios, including
a 2°C or lower scenario.
Risk management
a. Describe the organisation’s processes for identifying and
assessing climate-related risks.
b. Describe the organisation’s processes for managing climate-
related risks.
c. Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Metrics and Targets
a. Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy
and risk management process.
b. Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse
gas (GHG) emissions and the related risks.
c. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets.
N
N
N
N
N
N
N
N
N
Y
N
The Board established the Responsibility Committee,
The Board has created in 2021 a Responsibility
As a result, we intend on being compliant on this
but as the risks and opportunities have not yet been
Committee and the Group has established a
recommendation within the FY 2023 Annual Report.
identified, the Committee has not been able to perform
Responsibility Steering Group that will make decisions
its role in overseeing and managing climate-related
and take action on the outcome of the work that has
risks and opportunities during FY 2022. Whilst climate
been commissioned to third-party to include climate
change is not currently included within the Principal
risks and opportunities in our risk assessment.
Risks and Uncertainties, it remains an area the Group
keeps under review through the work being done by the
Our Future, Our Responsibility workstreams.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
Climate risk and opportunities have not yet been
In FY 2023, the climate-related risks and opportunities
The climate-related risks and opportunities, including
considered as part of our risk process.
will be identified and assessed as part of our bi-annual
the resilience of the Group’s strategy, taking into
review of the risk register as well as their impact.
consideration different climate-related scenarios,
The risk register is reviewed and discussed at least
twice a year by the Audit and Risk Committee (ARC).
The assessment of the climate-related risks will be
reviewed by the Responsibility Steering Group once
performed and then presented to the Responsibility
Committee (with the Chair of the ARC in attendance)
in Spring 2023 and the risk register will be updated in
accordance with the findings.
The outcome of this work will be shared to the
Responsibility Committee and Steering Group.
will feature in our FY 2023 risk register and TCFD
disclosure following a planned workstream
conducted by Carnstone.
The elaboration of climate scenarios is scheduled
for the Spring of 2023. The outcome of this work will
feature in the risk section and the TCFD disclosure in
the FY 2023 Annual Report. As a result, we intend on
being compliant on this recommendation within the
FY 2023 Annual Report.
The statement of work from Carnstone with a
timeline is highlighted below.
Climate-related scenarios have not been part of the
The elaboration of climate scenarios is scheduled for
A description of the resilience of the organisation’s
risk management process during FY 2022
the Spring of 2023.
The statement of work from Carnstone with a
timeline is highlighted below.
The outcome of this work will be shared to the
Responsibility Committee and Steering Group.
strategy taking into consideration different climate-
related scenarios, including a 2°C or lower scenario
will be published in our FY 2023 Annual Report.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
Climate risk and opportunities have not been
A detailed gap analysis will be carried out by the
As a result, we intend on being compliant on this
considered as part of our risk process in FY 2022.
Spring of 2023 against the TCFD recommendations.
recommendation within the FY 2023 Annual Report.
Once complete, this will be considered at the
Responsibility Committee, with the Chair of the ARC
in attendance, to allow recommendations for how
climate change could be best integrated into the
company-wide risk processes.
In addition, once the risks and opportunities have
been assessed and agreed, the Group will work on a
mitigation strategy (as part of its broader risk strategy)
as well as strategy to maximise the opportunities. This
work will include financial assessment.
Whilst we measure and monitor our scope 1 and 2
As mentioned above, we have removed our target to
Future has embarked on a review of our baseline
emissions and the sustainability of our paper supply
be net zero by 2026 on Scope 1 and 2 and this will be
position during FY 2023 with external expert support
chain, given we have not yet integrated climate
re-assessed during the year in tandem with a detailed
and will disclose a detailed plan in our FY 2023 Annual
related-risks as part of our risk management
plan to achieve the ambition and define a timeframe.
Report on how we intend to achieve this ambition.
process, we do not yet have a full set of metrics to
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
track these.
N/A
N/A
N/A
Whilst we measure and monitor our scope 1 and 2
As mentioned above, we have removed our target to
Future has embarked on a review of our baseline
emissions and the sustainability of our paper supply
be net zero by 2026 on Scope 1 and 2 and this will be
position during FY 2023 with external expert support
chain, given we have not yet integrated climate
re-assessed during the year in tandem with a detailed
and will disclose a detailed plan in our FY 2023 Annual
related-risks as part of our risk management
plan to achieve the ambition and define a timeframe.
Report on how we intend to achieve this ambition.
process, we do not yet have associated targets.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
Group overviewCorporate Responsibility
Governance
opportunities.
a. Describe the Board’s oversight of climate-related risks and
b. Describe management’s role in assessing and managing
climate-related risks and opportunities.
Strategy
term.
b. Describe the impact of climate-related risks and opportunities
N
on the organisation’s businesses, strategy and financial
planning.
c. Describe the resilience of the organisation’s strategy, taking
N
into consideration different climate-related scenarios, including
a 2°C or lower scenario.
b. Describe the organisation’s processes for managing climate-
related risks.
c. Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Metrics and Targets
a. Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy
and risk management process.
b. Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse
gas (GHG) emissions and the related risks.
c. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets.
N
N
N
N
N
N
Y
N
Compliant
Y/N
Rationale
Plan to address
Timeline
The Board established the Responsibility Committee,
but as the risks and opportunities have not yet been
identified, the Committee has not been able to perform
its role in overseeing and managing climate-related
risks and opportunities during FY 2022. Whilst climate
change is not currently included within the Principal
Risks and Uncertainties, it remains an area the Group
keeps under review through the work being done by the
Our Future, Our Responsibility workstreams.
The Board has created in 2021 a Responsibility
Committee and the Group has established a
Responsibility Steering Group that will make decisions
and take action on the outcome of the work that has
been commissioned to third-party to include climate
risks and opportunities in our risk assessment.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
a. Describe the climate-related risks and opportunities the
N
organisation has identified over the short, medium and long-
Climate risk and opportunities have not yet been
considered as part of our risk process.
In FY 2023, the climate-related risks and opportunities
will be identified and assessed as part of our bi-annual
review of the risk register as well as their impact.
The risk register is reviewed and discussed at least
twice a year by the Audit and Risk Committee (ARC).
The assessment of the climate-related risks will be
reviewed by the Responsibility Steering Group once
performed and then presented to the Responsibility
Committee (with the Chair of the ARC in attendance)
in Spring 2023 and the risk register will be updated in
accordance with the findings.
The outcome of this work will be shared to the
Responsibility Committee and Steering Group.
The climate-related risks and opportunities, including
the resilience of the Group’s strategy, taking into
consideration different climate-related scenarios,
will feature in our FY 2023 risk register and TCFD
disclosure following a planned workstream
conducted by Carnstone.
The elaboration of climate scenarios is scheduled
for the Spring of 2023. The outcome of this work will
feature in the risk section and the TCFD disclosure in
the FY 2023 Annual Report. As a result, we intend on
being compliant on this recommendation within the
FY 2023 Annual Report.
The statement of work from Carnstone with a
timeline is highlighted below.
Climate-related scenarios have not been part of the
risk management process during FY 2022
The elaboration of climate scenarios is scheduled for
the Spring of 2023.
Risk management
a. Describe the organisation’s processes for identifying and
assessing climate-related risks.
Climate risk and opportunities have not been
considered as part of our risk process in FY 2022.
The statement of work from Carnstone with a
timeline is highlighted below.
The outcome of this work will be shared to the
Responsibility Committee and Steering Group.
A detailed gap analysis will be carried out by the
Spring of 2023 against the TCFD recommendations.
Once complete, this will be considered at the
Responsibility Committee, with the Chair of the ARC
in attendance, to allow recommendations for how
climate change could be best integrated into the
company-wide risk processes.
In addition, once the risks and opportunities have
been assessed and agreed, the Group will work on a
mitigation strategy (as part of its broader risk strategy)
as well as strategy to maximise the opportunities. This
work will include financial assessment.
A description of the resilience of the organisation’s
strategy taking into consideration different climate-
related scenarios, including a 2°C or lower scenario
will be published in our FY 2023 Annual Report.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
Whilst we measure and monitor our scope 1 and 2
emissions and the sustainability of our paper supply
chain, given we have not yet integrated climate
related-risks as part of our risk management
process, we do not yet have a full set of metrics to
track these.
As mentioned above, we have removed our target to
be net zero by 2026 on Scope 1 and 2 and this will be
re-assessed during the year in tandem with a detailed
plan to achieve the ambition and define a timeframe.
Future has embarked on a review of our baseline
position during FY 2023 with external expert support
and will disclose a detailed plan in our FY 2023 Annual
Report on how we intend to achieve this ambition.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
N/A
N/A
N/A
Whilst we measure and monitor our scope 1 and 2
emissions and the sustainability of our paper supply
chain, given we have not yet integrated climate
related-risks as part of our risk management
process, we do not yet have associated targets.
As mentioned above, we have removed our target to
be net zero by 2026 on Scope 1 and 2 and this will be
re-assessed during the year in tandem with a detailed
plan to achieve the ambition and define a timeframe.
Future has embarked on a review of our baseline
position during FY 2023 with external expert support
and will disclose a detailed plan in our FY 2023 Annual
Report on how we intend to achieve this ambition.
As a result, we intend on being compliant on this
recommendation within the FY 2023 Annual Report.
Annual Report and Accounts 2022 / 51
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Task Force on Climate-related Financial Disclosures (TCFD)
We have partnered with Carnstone, a specialist provider to the
Media industry on developing ESG strategy, who previously helped
us on assessing the landscape of ESG in Media when the Group
developed its ESG strategy. They will assist the Group in the
elaboration of a robust plan with clear milestones and targets,
starting with interviews with relevant stakeholders (Finance, Risk,
ELT, etc) whilst reviewing existing process and documentations. This
will then allow the production of a detailed gap analysis by the
Spring of 2023 against the TCFD recommendations and make
recommendations for how climate change could be best integrated
into the company-wide risk processes, including the climate
scenario analysis in the Spring of 2023. Carnstone will then support
internal stakeholders with the implementation of the
recommendations in the Summer of 2023 with the ambition to be
fully compliant on the 11 recommendations by FY 2023.
The table below shows both areas in which we have made good
progress and areas we believe more work is required to fulfil a
disclosure requirement to a high standard.
In green text are the TCFD disclosures where the Group is compliant and in orange are the TCFD disclosures where the Group is not
yet compliant:
Recommendation
Response
Disclosure location
Governance
Disclose the organisation’s governance around climate related risks and opportunities
a. Describe the board’s oversight
of climate-related risks and
opportunities.
b. Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Future is not compliant with these recommendations. However, the Group has the structure
in place to address once the climate-related risks and opportunities have been identified.The
responsibility for assessing and managing climate-related risks sits at both executive and
Board level. A more detailed governance structure is set out on page 76, but in respect of
climate risk reporting the structure is as follows:
ARC section of the
Governance Report on risk
review process (page 86)
Responsibility Report, terms
of reference (page 35)
Board
The Board receives updates on risk assessments, mitigation methods and progress from
the ARC, and are involved in significant strategic decisions, for example, the adoption of a
science-based target. The Board reviews the risk register at least once a year.
The Board receives updates from the Responsibility Committee on progress on our wider
Responsibility Strategy, and from FY 2023 will receive reports on climate related risks and
opportunities, together with updates on our plans to manage these.
Responsibility Committee
The Responsibility Committee oversees the
progress towards fulfilling the ambitions
and targets of our Responsibility strategy,
including regulatory disclosures and change
in requirements, including on climate-related
disclosures.
The ARC Chair will attend two meetings a
year of the Responsibility Committee at which
climate risk will be discussed. Where possible,
every Board member attends each meeting
of the Responsibility Committee, even if they
are not a member of the Committee, providing
context for Board discussions. The Chair of the
Responsibility Committee also reports back to
the Board after every meeting.
CEO
(chairs the ELT)
Audit and Risk Committee
The ARC receives detailed updates
from management twice a year on risk
assessments, mitigation methods and
progress. For FY 2022 climate change was
not included within the Principal Risks and
Uncertainties. This position is kept under
constant review.
CFO
Has responsibility for the consideration
of climate-related risks on the financial
performance of the Group and compliance
with environmental reporting.
Executive Leadership Team (ELT)
Executive responsibility for climate change impact is held by our Executive Directors,
supported by the ELT. They have responsibility for oversight of our climate change agenda
and are responsible for ensuring that climate-related risks are integrated into the existing
business strategy.
The ELT is supported by the Responsibility Steering Group. The ELT regularly reviews
progress against our sustainability commitments and targets.
Responsibility Steering Group (chaired by the
COO) and has six members of the ELT, including
the four pillar leads, and other subject-matter
expert members. This Responsibility Steering
Group monitors our approach to sustainability
and, in FY 2023, will be responsible for ensuring
our action plan is properly resourced and
progress is being made on each responsibility
pillar, including climate-related actions.
52 / Future plc
Group overviewCorporate Responsibility
Recommendation
Response
Disclosure location
Strategy
Disclose the actual and potential impacts of climate related risks and opportunities on the organisation’s businesses, strategy, and financial planning where such
information is material.
a. Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long-
term.
b. Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy and financial planning.
c. Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower scenario.
Future is not compliant with these recommendations.
However, the Group has aligned its Responsibility strategy with its strategy and identified
opportunities to create content to promote sustainability. By ensuring we have a limited
carbon footprint compared with most companies we are more attractive for our partners
who are also looking to reduce their own scope 3 emissions.
For example, during the year we have taken certain business decisions that created
opportunities from a climate perspective, for our organisation but also for our customers.
Our move to 100% renewable powered data centres in July 2022 makes us more attractive to
digital advertisers looking to improve their own ESG credentials. Advertisers and agencies
have welcomed our updated credentials.
Equally from our content perspective and strategy, we can use our content to inform and
influence positive changes, including on climate, on our audience. For example, Ideal Homes
created the “one small step” badge for products that encourage sustainability. This helps our
Audience to meet their own climate-related agenda.
We acknowledge that there are climate-related risks to the business (for example extreme
weather events which might impact our paper supply, or cause electricity shortages) but that
a full risk assessment still needs to be performed.
Responsibility
Report, Pillar 4 Taking
Responsibility (pages
46-49), Pillar 1 Expanding
Horizons (pages 38-40)
Risk Management
Disclose how the organisation identifies, assesses, and manages climate-related risks.
Future is not compliant with these recommendations as the climate related risks and
opportunities have not yet been identified and therefore cannot be managed.
Governance section, ARC
report (page 86)
Because of the nature of our business, climate change has not previously been considered to
be a risk for Future and so has not featured on our risk register.
However, these will be assessed in FY 2023 and will feature in our FY 2023 Annual Report.
a. Describe the organisation’s
processes for identifying and
assessing climate-related risks.
b. Describe the organisation’s
processes for managing climate-
related risks.
c. Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
Metrics and Targets
Disclose the metrics and targets used to assess and manage relevant climate related risks and opportunities where such information is material.
Responsibility Report,
Pillar 4 for Scope 1 and 2
disclosures, page 47
And for paper sourcing,
page 46
a. Disclose the metrics used
by the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process.
b. Disclose scope 1, scope 2
and, if appropriate, scope 3
greenhouse gas (GHG) emissions
and the related risks.
c. Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets.
We measure our climate impact through a variety of measures:
- GHG emissions (scope 1 and 2)
- Paper supply to ensure it is sustainably sourced.
Origin of Scope 1 emissions are from the combustion of fuel for heating or for cars.
We also purchase energy from the grid (Scope 2)
Our GHG emissions have been verified by an independent third-party (BIU). We will keep this
verification under review to ensure it continues to provide appropriate measurement for our
reporting.
We have indirect GHG emissions throughout the value chain mainly as a result of our
purchase of goods, services, fuels and transportation.
We have not yet assessed our Scope 3 emissions, however, we are partnering with Carnstone
to elaborate our Scope 3 reporting with the ambition to publish Scope 3 emission by FY 2024
at the lastest.
Our ambition is to be net zero on scope 1 and 2 emissions and progress on this workstream
is monitored through our annual emission reporting.
Future has embarked on a review of our baseline position during FY 2023. During FY 2022
we realised we did not have sufficient internal expertise or resources so an external expert
has been appointed to support this. We will disclose an updated net zero target within
FY2023 alongside a detailed plan on how we intend to achieve this revised ambition.
(which we recognise will be challenging). This work will include a journey to Scope 3 GHG
disclosure on which we will update next year. We intend to be in a position to disclose our
scope 3 emissions and set out our detailed plan to reduce these by FY 2024 at the latest. The
statement of work from Carnstone with a timeline has been highlighted above.
On paper supply (our biggest raw material), as part of its wider business continuity planning,
the Group maintains a regular sustainability assessment of our vendors and raw material
suppliers.
Annual Report and Accounts 2022 / 53
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Non-financial information statement
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
66 to70
Policies which govern our
approach
Policy embedding, due
diligence, outcomes and
key performance indicators
Environmental Matters
Climate change, pages 46 to 53
Responsibility Policy
Risk section, page 66
• Carbon performance,
metrics and targets
Colleagues
• Health and safety
• Culture and ethics
• Inclusion and diversity
• Well-being and support
Key person risk
People
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
• Partnership
Digital advertising market changes
Responsibility Report, pages 50
to 53
Responsibility Report, pages 42
to 45
Risk section, pages 69 to 70
Governance Report, page 74
Directors’ Report, page 121
Responsibility Report, pages 42
to 45
Risk section, page 69 to 70
Financial Review, page 62
Directors’ Report pages 120 to 122
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
Personal data
Anti-corruption and Bribery Policy
Cyber security and IT
Whistleblowing Policy
Economic & geo-political
uncertainty
Slavery and Human Trafficking
Policy
Responsibility Report, pages 40
to 45
Risk section, page 66
Directors’ Report, page 120 to 122
54 / Future plc
Group overviewCorporate 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; our aim at Future is to engage
effectively with all of them, to develop and
maintain positive and productive relationships.
Why we engage
Input to Future
Value created
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.
Our Audience is largely endemic and intent-
led. We reach 1 in 3 in the US and UK online
with a total audience of 506 million.
We focus on providing expert content to
ensure we meet the needs of our audiences.
Strong specialist communities are a
differentiator in media. Our diversified business
model provides us with revenue streams from
newsletters, online advertising, print and
events. They also provide an opportunity to
make a difference, using our collective strength
to inspire positive change.
Our
People
Engagement helps Future attract, retain and
develop a diverse and talented workforce.
Diversity in our people and our thoughts helps
us to create content that our audience love,
with many of our colleagues being part of the
communities we reach.
Our workforce reflects the communities we
serve. Our culture is a powerful asset and
empowers and enables our people to
deliver our purpose, supported by our values.
Our
Investors
Our
Commercial
Partners
and
Suppliers
We place great importance on having
constructive relationships with all shareholders
and seek to ensure there is an appropriate level
of dialogue with them on all matters, including
strategy, governance and remuneration,
throughout the year.
Fostering healthy reciprocal relationships
helps Future to ensure it achieves the greatest
all-round value from its investments and
activities.
Our investors provide finance, strategic
direction and stewardship. Shareholders
are directly consulted by the Board on such
matters as Remuneration Policy and views are
sought on key corporate activity.
Developing mutually beneficial
relationships with our commercial partners
and suppliers and building resilience, quality
and efficiency across our supply chain is a
fundamental contributor to our long-term
sustainability.
Successful execution of the strategy drives
strong earnings performance.
Through alignment with our values,
continuous improvement and risk we build
mutal confidence and respect.
Regulators
Constructive engagement aims to ensure
fair energy sector frameworks for energy
customers and investors.
Public policy and regulatory frameworks
influence the markets where we operate.
Considered and expert sector views; delivery
of policy and regulatory aims.
Annual Report and Accounts 2022 / 55
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Our People
Group engagement
• Engagement methods include dedicated audience panels to ensure
the perspectives of all of our diverse audience are considered.
• 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 (see page 28).
Group engagement
• Multi-channel engagement through town hall meetings, ELT listening
sessions, direct correspondence with the executive, weekly all staff
emails from the CEO and the weekly Future snapshot.
• Group-wide colleague survey to assess engagement levels (see page
43).
• Future also monitors a wide range of indicators of performance.
• Data from colleague exit surveys.
• We relaunched our audience, edtorial and content (ACE) working
• Formal engagement with trade unions in the US.
group (see page 39).
How the Board engaged in FY 2022
• The Board receives regular audience insight reports through the year,
and regularly reviews our audience needs.
How the Board engaged in FY 2022
• Site visits to our Bath, London, New York and Washington DC offices
and virtual engagement sessions.
• Continuous feedback on employee sentiment and the support being
What we learnt
• Responsiveness to need.
• Quality customer service.
• Mutual confidence and respect.
• Platform capabilities.
What are we going to do in FY 2023?
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.
Measuring engagement and value created
• Global audience up 17% year-on-year, driven by online users, email
newsletter subscribers and social media followers.
• Revenue grew by 36% in FY 2022.
provided.
• Mentoring key talent.
What we learnt
• Employee well-being, support and resilience.
• Future’s colleague offering: reward, benefits, inclusivity, flexibility.
• Engagement with inclusion and diversity strategy.
• The opportunity for all colleagues to have a say and make a difference
within Future.
• Being supported to make decisions centred around doing the right
thing.
What are we going to do in FY 2023?
• Continued engagement on purpose, vision, strategy and culture.
• Continued focus on improving inclusion and diversity.
• Continued focus on developing our amazing talent
• Continuing to improve on the integration of people from acquisitions
Measuring engagement and value created
• Employee engagement respose rate of 71%.
• Two volunteering days offered.
56 / Future plc
Group overviewCorporate Responsibility
Our Commercial Partners and Suppliers
Regulators
Group engagement
• Ongoing trading agreements with the largest advertising agencies:
GroupM, Publicis and Opera.
Group engagement
• Ongoing constructive dialogue with the FCA to provide an
understanding of our strategy, business plans and culture.
• Regular meetings with the large platform businesses, such as
Facebook, Google and Snapchat, throughout the year. Future hosted
Industry events, such as the Cycling Summit.
• Following the completion of the Dennis and other acquisitions, we
engaged with commercial partners to ensure that those who had
operated on acquired brands were migrated over to Future terms.
• We engage and meet regularly with key raw material and service
providers to ensure they understand and align with our objectives.
How the Board engaged in FY 2022
• Board updates on progress in integration work.
What we learnt
• Mitigation and management of social and environmental impacts.
• Project design and innovation.
• Effective governance and operations.
• Fair expectation in the delivery of projects and prompt payment.
What are we going to do in FY 2023
• Future will continue to use the existing trading agreements with key
agencies, while expanding their scope to cover any new brands that
we own and operate.
• In areas such as privacy, we continue to engage with our key vendors
and the broader media industry to agree on frameworks and systems
that allow us to manage new and existing trends.
Measuring engagement and value created
• 36% of Group’s revenue comes from direct advertising.
• Engagement with UK policymakers: sharing expertise on auto-
switching in the energy sector, including meetings 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.
How the Board engaged in FY 2022
• Monitoring of engagement activity and responses to regulators to
ensure that strategic, financial, investment and operating frameworks
remain aligned to the external landscape.
What we learnt
• Proactive and open communications with regulators 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 2023
• We will continue to engage with government and other stakeholders,
to feed areas of business expertise into policymaking.
• Areas for engagement include: ethical content and protection for
journalists online; development of technology skills; and the
regulation of price comparison websites operating in the energy
market.
Measuring engagement and value created
• We have submitted a response to the UK Government’s new body, the
Digital Regulation Cooperation Forum (DCRF)’s call for input on its
position paper on the benefits and harms of algorithms.
• Four of Future’s websites are now certified by Newsguard: Tech Radar
(which has a Nutrition Label of 100/100), The Week, Space.com and
LiveScience.
Annual Report and Accounts 2022 / 57
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Our Investors
Section 172(1) Statement
This statement intends to set out how our Board of
Directors, both individually and collectively, act with
regard to matters set out in section 172(1) of the
Companies Act 2006 when undertaking their duties
during FY 2022.
We have a broad range of stakeholders who influence or are
affected by our day-to-day activities, and have varying needs and
expectations. Our aim is to try to ensure that the perspectives,
insights and opinions of stakeholders are understood and taken
into account when key operational, investment or business
decisions are being made, so that those decisions:
• are more robust and sustainable in themselves; and
• support Future’s strategic approach of creating value for
shareholders and society.
This allows the Board to build trust and fully understand the
potential impacts of the decisions it makes on all our
stakeholders. Our engagement with Future’s main stakeholder
groups at all levels and across the organisation, are summarised
on pages 54 and 55 of our Responsibility Report. The company’s
governance architecture and processes are summarised on pages
75 to 76 of our Corporate Governance report. This summary
explores how the Board considers all relevant matters in making
its principal decisions to contribute to the delivery of Future’s
long-term priorities.
To avoid duplication, this statement incorporates information
from other areas of the Annual Report. The Board considers that
the statement focuses on those risks and opportunities that are
strategically important to Future, and consistent with the Group’s
size and complexity. More information on the issues, factors and
stakeholders that the Board considers relevant to complying with
Section 172(1) (a) to (f) of the Act can be found in the locations
outlined below.
Group engagement
• Responding to queries from shareholders and debt providers, and
holding meetings with all types of investors on an ongoing basis.
• Communicating shareholder and debt provider views to Future’s
senior management teams.
• Three webinars during the year to inform our shareholders about the
value of the audience (October 2021), the video opportunity (February
2022), further market development on privacy (February 2022)
(recordings of these can be found on our website).
• Capital Market Day in September 2022 to cover the Group’s ambition
to reach 1 in 2 in the US and UK with a spotlight on the Women’s
vertical.
• Quarterly investor newsletter, which gives an update on the business
to demonstrate progress on the strategy including sustainability,
previous communications with the financial markets, thought
leadership as well as upcoming events.
• Engagement with environmental, social and governance (ESG)
ratings agencies that many investors and debt providers rely on to
gauge sustainability credentials.
How the Board engaged in FY 2022
• A programme of Director-investor meetings covering key financial
announcements, long-term priorities and specific issues at investors’
request.
• Participation in virtual and physical investor conferences.
• Chair meeting with top shareholders to maintain the interaction and
to obtain feedback.
• Remuneration Committee Chair engagement with key shareholders
and proxy agencies in advance of our AGM and then as part of the
consultation on our remuneration policy (see page 90).
• Regular Board updates on investor and financial market sentiment.
• Detailed reporting of shareholder feedback during and after half- and
full-year results roadshows.
• Engagement with shareholders at the AGM.
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 its
implementation.
• Focus on ensuring key management is retained, good succession
planning is in place across the leadership teams as well as
appropriate future remuneration policy.
What are we going to do in FY 2023?
• Continue to engage with our shareholders throughout FY 2023
through regular communication including the AGM (see page 75).
• Board members are available should investors like to hear an update
and share feedback.
Measuring engagement and value created
• Adjusted diluted earnings per share (EPS) 163.5p.
• 192 users of the Investor Relations newsletter.
58 / Future plc
Group overviewCorporate Responsibility
Section 172(1) Statement
(a) Long-term results
(b) Our workforce
(c) Our business relationships
The likely consequences of any decision
The interests of the Group’s employees
in the long-term
Strategic report:
Our business model (page 18)
Chair’s statement (page 10)
CEO’s statement (page 22)
Key performance indicators (page 20)
Risk management (page 66)
Viability statement (page 71)
Corporate Governance report:
Chair’s governance statement (page 74)
Board activity (page 80)
Audit and Risk Committee report (page 86)
The importance of developing the
Group’s business relationships with
suppliers, customers and others
Strategic report:
Our business model (page 18)
Responsibility Committee report (page 34)
Strategic report:
Stakeholder engagement (page 54)
Corporate Governance report:
Chair’s governance statement (page 74)
Board activity (page 86)
Audit and Risk Committee report (page 86)
Nomination Committee report (page 83)
Remuneration report:
Remuneration Committee Chair’s statement
(page 90)
Directors’ pay in a wider setting (page 105)
Our business model (page 18)
Our external environment (page 22)
Proprietary technology (page 16)
Responsibility Committee report (page 34)
Stakeholder engagement (page 54)
Investment (page 16)
Performance (page 62)
Risk management (page 66)
Corporate Governance report:
Board activity (page 80)
Audit and Risk Committee report (page 86)
futureplc.com:
Responsibility
Gender pay gap report
(d) The community and our
environment
The impact of the Group’s operations on
the community and our environment
Strategic report:
Responsibility Report (page 34)
Climate-related financial disclosure (page
50)
futureplc.com:
Responsibility
(e) Our reputation
(f) Fairness between our shareholders
Our desire to maintain our reputation
Our aim to act fairly as between
for high standards of business conduct
members of the Group
Strategic report:
Strategic report:
Responsibility Report (page 34)
Responsibility Report (page 34)
Non-financial information statement (page
54)
futureplc.com:
Responsibility
Modern slavery statement
Corporate Governance report:
Chair’s governance statement (page 74)
Directors’ Report (page 120)
Shareholder information (page 195)
Annual Report and Accounts 2022 / 59
Financial
review
60 / Future plc
Financial
review
62
66
68
71
FINANCIAL REVIEW
RISKS AND
UNCERTAINTIES
SUMMARY OF
PRINCIPAL RISKS
LONGER TERM
VIABILITY STATEMENT
Annual Report and Accounts 2022 / 61
Financial review
Penny Ladkin-Brand
Chief Financial and Strategy Officer
Financial summary
The financial review is based primarily on a comparison of results for
the year ended 30 September 2022 with those for the year ended 30
September 2021. Unless otherwise stated, change percentages relate
to a comparison of these two periods. Organic growth is defined as
the like for like portfolio excluding acquisitions and disposals made
during FY 2021 and FY 2022 at constant FX rates and including the
impact of closures and new launches. Constant FX rates is defined as
the average rate for FY 2022.
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
FY2022
£m
FY2021
£m
825.4
606.8
271.7
195.8
253.1
188.3
188.6
115.3
170.0
107.8
101.4
100.9
59.3
58.1
164.4
134.6
163.5
131.9
1 Adjusted items are a non-GAAP measure. For further details refer to the section on Alternative
Performance Measures on page 64.
The Directors believe that adjusted results provide additional useful
information on the core operational performance of the Group, and
review the results of the Group on an adjusted basis internally. See
page 65 for a reconciliation between adjusted and statutory results.
Group revenue increased 36% or £218.6m to £825.4m (FY 2021:
£606.8m), achieved organically (increase of 2% at constant currency
and 5% at actual currency) and through acquisition, with FY 2021 and
FY 2022 acquisitions net of disposals contributing £308.3m to
revenue in the year.
UK revenue grew by 26% or £102.9m to £499.5m (FY 2021: £396.6m).
Total UK organic revenues down 1% with 1% organic revenue growth
in Media being offset by a 3% decline in Magazines. UK Media
organic growth of 1% was driven by digital advertising (+1%) as well
as the recovery in events (+47%) which were previously impacted by
the pandemic, partially offset by the decline in Affiliates revenue as
expected.
Performance was strong in the US where growth of 55% or £115.7m to
£325.9m (FY 2021: £210.2m) and was supported by organic growth of
7% reflecting strong growth in digital advertising and a stronger
affiliates performance despite the impact of the comparators.
Media revenue increased by £112.4m or 27% and by 5% organically.
Organic digital advertising revenue grew 7% despite the impact of
lower online audiences and organic affiliate revenue was down 6%,
with the decline broadly equal to the COVID one-off performance in
the prior year. Events recovered and grew by 62% to over £15m.
Magazine revenue increased by 58% to £290.2m (FY 2021: £184.0m),
including the full-year impact of the Dennis acquisition which
continued to perfom well with subscription revenues growing on a
proforma basis by 6%. In the organic portfolio, subscriptions declined
by 11% as we returned to a normalised level of subscribers post
pandemic, whilst newstrade held up well with a marginal decline at
2% organic basis by 5%. Magazine organic revenue performance
marginally decreased by 2% as we are now through the COVID
comparators.
Included below is a reconciliation between statutory revenue and
organic revenue:
Total revenue
Segment
UK
£m
67.8
194.4
22.0
284.2
85.2
75.8
54.3
215.3
499.5
US
£m
163.4
78.3
9.3
251.0
0.8
65.0
9.1
74.9
325.9
FY2022
£m
Total
£m
231.2
272.7
31.3
Segment
UK
£m
61.5
142.4
16.5
US
£m
125.1
73.8
3.5
FY2021
£m
Total
£m
186.6
216.2
20.0
535.2
220.4
202.4
422.8
86.0
140.8
63.4
290.2
825.4
84.4
45.1
46.7
176.2
396.6
0.9
2.0
4.9
7.8
210.2
85.3
47.1
51.6
184.0
606.8
Digital ads
Affiliates
Events, digital licensing and other media
Total Media
Newstrade
Subsriptions
Print advertising, licensing and other print
Total Magazines
Total revenue
62 / Future plc
FY2022
FY2022
£m£m
FY2021
FY2021
£m£m
825.4
606.8
YoY Var
+24%
+26%
+57%
+27%
+1%
+199%
+23%
+58%
+36%
Organic
YoY Var
+7%
(6)%
+54%
+5%
(2)%
(11)%
+5%
(2)%
+2%
Group overviewFinancial Review Penny Ladkin-Brand
Chief Financial and Strategy Officer
Revenue from FY 2022 and FY 2021 acquisitions
(308.4)
(115.2)
Organic revenue
Impact of FX at constant FX rates
517.0
491.6
0.3
13.3
Organic revenue at constant currency
517.3
504.9
Operating profit
Cost of sales have increased year-on-year driven by inflation, mostly
in magazines with increases to paper and printing costs due to high
energy prices as well as the inclusion of acquisitions and their
respective costs. Other costs have increased due to inflationary
pressures on salary and wages, and our ongoing investment in
editorial, technology, infrastructure and people. Despite the impact
of investments and inflation combined with initial dilutive impact of
acquisitions, the Group has delivered an improved margin of 33% (FY
2021: 32%). This is a testament of the strength of the platform and the
Adjusted operating profit and margin
28%
24%
14%
11%
£250.0
£200.0
£150.0
m
£
£100.0
£50.0
5%
£0.0
33%
40%
32%
30%
20%
10%
0%
FY 2016
FY 2017
FY 2018 FY 2019 FY 2020 FY 2021
FY2022
ability to create operating leverage. As a result, adjusted operating
profit increased by £75.9m to £271.7m (FY 2021: £195.8m) driven by
both organic profit growth and contributions from acquisitions.
Statutory operating profit increased by £73.3m to £188.6m (FY 2021:
£115.3m) and statutory operating margin improved to 23% (FY 2021:
19%) driven by the performance in adjusted operating profit
combined with lower relative adjusting items.
Earnings per share
Earnings per share
Basic earnings per share (p)
FY2022
FY2022
£m£m
FY2021
FY2021
£m£m
101.4
59.3
Adjusted basic earnings per share (p)
164.4
134.6
Diluted earnings per share (p)
Adjusted diluted basic earnings per share (p)
100.9
163.5
58.1
131.9
Basic earnings per share are calculated using the weighted average
number of ordinary shares in issue during the period of 120.5m (FY
2021: 111.5m), the increase reflecting the weighted impact of the issue
of 22.6m shares to fund the acquisition of GoCo in the prior year.
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 of intangible assets arising on acquisitions and any
related tax effects. Adjusted profit after tax was £198.1m (FY 2021:
£150.0m).
Exceptional items
Exceptional items include acquisition and integration related costs
of £4.7m including £2.9m and £1.2m relating to the Dennis and
Who What Wear acquisitions respectively, in addition to £1.7m and
£0.6m of restructuring costs attributable to the review of titles in
our portfolio and building of a finance centre of excellence in Bath
(2021: £13.1m in respect of the GoCo acquisition and £4.5m in
respect of the Dennis acquisition). A total of £10.9m has been
recognised in respect of onerous properties, partly reflecting
extended time frames in subletting existing onerous property
leases as well as £5.7m relating to properties acquired as part of
the Dennis acquisition (2021: £1.0m net expense on the exit of
onerous properties).
During 2021 the impairment charge of £8.8m related 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.
Other adjusting items
Acquired amortisation increased by £20.0m to £58.3m (FY 2021:
£38.3m) reflecting amortisation arising from the in-year
acquisitions of Dennis, What Culture and Who What Wear and the
acquisition of GoCo in FY2021.
Share-based payment expenses (relating to equity-settled share
awards with vesting periods longer than 12 months), together with
associated social security costs decreased by £7.9m to £6.9m (FY
2021: £14.8m). The nature of the scheme means that a charge is
booked irrespective of the likelihood of achieving the vesting
targets, however, this was mitigated by a reduction for expected
associated employers’ national insurance.
Net finance costs
Net finance costs increased to £18.6m (FY 2021: £7.5m) which
includes external interest payable of £13.6m reflecting the
drawdown of the RCF to fund the Dennis and Clique Brands Inc.
(Who What Wear) acquisitions, higher interest rates and £2.8m in
respect of the amortisation of arrangement fees relating to the
Group’s bank facilities.
Leverage at 30 September 2022 was 1.48 times down from 1.9
times following the Dennis acquisition on 1 October (excluding
other cash movements) (FY 2021: 0.8 times).
In November 2022, we secured a new facility of £400m with a
syndicate of banks and supported by a partial guarantee from UK
Export Finance, with attractive terms. Therefore, total facilities at
the end of November 2022 were £900m.
Including commitment fees, external interest payable in FY 2023 is
expected to increase to £27m, reflecting a blended interest rate of
7.2% on average gross debt of £378.2m. The total forecast net
finance cost for FY23 of £32.5m also includes £3.0m in respect of
amortisation of arrangement fees and £2.5m of IFRS16 related
interest costs.
Annual Report and Accounts 2022 / 63
Taxation
The tax charge for the year amounted to £47.8m (FY 2021: £41.7m),
comprising a current tax charge of £38.3m (FY 2021: £30.2m) and a
deferred tax charge of £9.5m (FY 2021: £11.5m credit). The current tax
charge arises in the UK where the standard rate of corporation tax is
19% and in the US where the Group pays a blended Federal and State
tax rate of 28%.
The Group’s adjusted effective tax rate is 21.75% (FY 2021: 20.3%).
The Group’s statutory effective tax rate is 28.12% (FY 2021: 28.69%)
with the difference between the statutory rate and adjusted effective
rates attributable to movements on the group’s share-based
payments and other non-deductible costs.
m
£
The Group’s deferred tax liability increased by £63.7m to £130.2m (FY
2021: £66.5m) mainly as a result of the deferred tax liabilities
recognised in respect of the acquisition of The Dennis group and Who
What Wear.
For FY2023, the Group expects adjusted tax rate to be at 24%.
Dividend
The Board is recommending a final dividend of 3.4p per share for the
year ended 30 September 2022, payable on 14 February 2023 to all
shareholders on the register at close of business on 20 January 2023.
Balance sheet
Property, plant and equipment increased by £5.6m to £53.0m in the
period (FY 2021: £47.4m) reflecting the acquisition of Dennis (£13.2m)
and acquisition of Who What Wear (£5.0m) offset by depreciation
(£9.1m) and impairment of right of use assets (£6.6m), primarily
attributable to property leases inherited via the acquisition of Dennis
(included within exceptionals).
Intangible assets increased by £561.1m to £1,715.8m (FY 2021:
£1,154.7m) mainly reflecting the in-year acquisitions of Dennis,
WhatCulture, Waive and Who What Wear (£513.8m) and
capitalisation of website development costs (£9.0m) offset by
amortisation (£71.3m) and the impact of FX (£109.6m).
Trade and other receivables increased by £36.3m to £134.3m (FY 2021:
£98.0m) primarily driven by the acquisition of Dennis (£20.9m on
acquisition) and the acquisition of Who What Wear (£9.9m on
acquisition).
Trade and other payables inclusive of deferred income increased by
£58.9m to £199.7m (FY 2021: £140.8m) primarily driven by the
acquisition of Dennis (£60.7m on acquisition). Provisions increased by
£15.3m, primarily due to £10.0m provision for legal costs being
recognised on Dennis opening balance sheet relating to historic
litigation claims.
Cash flow and net debt
Net debt at 30 September 2022 was £423.6m (FY 2021: £176.3m)
reflecting the Dennis, Waive, WhatCulture and Who What Wear
acquisitions, offset by strong cash generation.
During the year, there was a cash inflow from operations of £268.5m
(FY 2021: £197.2m) reflecting the Group’s strong trading performance.
Adjusted operating cash inflow was £278.8m (FY 2021: £210.4m). A
reconciliation of cash generated from operations to adjusted free
64 / Future plc
cash flow is included below:
Adjusted free cash flow
£300
£275
£250
£225
£200
£175
£150
£125
£100
£75
£50
£25
£0
£267.2m
£199.3m
£96.0m
£53.7m
£15.3m
£17.4
£4.6m
FY 2016 FY 2017 FY 2018
FY 2019 FY 2020 FY 2021 FY 2022
FY2022
FY2022
£m£m
FY2021
FY2021
£m£m
Cash generated from operations
268.5
197.2
Cash flows related to exceptional items
13.7
22.7
Settlement of employer’s NI on share based
payments
2.0
(3.4)
Lease payments following adoption of IFRS 16 Leases
(5.4)
(6.1)
Adjusted operating cash inflow
278.8
210.4
Cash flows related to capital expenditure
(11.6)
(11.1)
Adjusted free cash flow
267.2
199.3
Other significant movements in cash flows include £11.6m (FY 2021:
£11.1m) of capital expenditure, net repayment of bank loans and
overdraft (net of arrangement fees) of £372.3m, with £298.6m
relating to debt settled on completion of the Dennis acquisition
and the balance reflecting the Group’s strong cash generation (FY
2021: net drawdown of £334.8m) and lease payments of £5.4m (FY
2021: £6.1m). The Group paid a dividend in the period of £3.4m (FY
2021: £1.6m). Foreign exchange and other movements accounted
for the balance of cash flows.
Adjusted free cash flow increased to £267.2m (FY 2021: £199.3m),
representing 98% of adjusted operating profit (FY 2021: 102%),
reflecting the ongoing efficient cash management by the Group.
Going concern
The Group has produced forecasts which have been modelled for
different plausible downside scenarios and include the impact of
the increase in the Group’s facilities of £240m following the
completion of a £400m UK Export Finance facility in November
2022 and the subsequent immediate repayment of the term loan.
These scenarios confirm that even in the most severe but plausible
downside scenarios, the Group is able to generate profits and
positive cash flows.
Group overviewFinancial Review At the period end the Group had net current liabilities of £115.3m (FY
2021: net current assets of £234.9m or net current liabilities of £65.1m
on an underlying basis if the cash related to the Dennis acquisition is
excluded). This is primarily driven by the current portion of the term
loan (£79.5m), deferred income of £55.8m (which is materially higher
following the acquisition of Dennis) and the nature of the Group’s
magazine business where the profile of cash receipts from
wholesalers is often ahead of payment of certain magazine related
costs. The Group has consistently delivered adjusted free cash flow
conversion of around 100% or higher and is forecast to generate
sufficient cash flows to meet its liabilities as they fall due.
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 concern basis in preparing the consolidated financial
statements for the FY 2022 results.
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 currency option (including any related
tax effects).
EPS is used as a key performance indicator for the Performance
Share Plan. The table below reconciles the APMs to the statutory
reported measures.
Conclusion
The Group has delivered another year of strong growth (both organic
and complemented by acquisitions), record profit and cash flow,
adding to our track record. The Group is well positioned to continue
to deliver it’s strategy. The Strategic Report and the Financial Review
are approved by the Board of Directors and signed on its behalf by:
Alternative performance measures
Alternative performance measures (APMs) are used by the Board
to assess the Group’s performance, providing additional useful
information for shareholders on the underlying performance of the
Group. These measures are not defined by IFRS and are not intended
to be a substitute for IFRS measures.
Penny Ladkin-Brand
Chief Financial Officer
29 November 2022
The Group presents adjusted operating profit and EPS, which are
calculated as the statutory reported measures stated before charges
relating to 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, including
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)
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
825.4
188.6
(18.6)
170.0
(47.8)
122.2
101.4p
100.9p
-
6.9
-
6.9
9.6
16.5
13.7p
13.6p
-
17.9
-
17.9
(4.0)
13.9
11.5p
11.5p
-
58.3
-
58.3
(12.8)
45.5
37.8p
37.5p
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
FY2022
Adjusted
825.4
271.7
(18.6)
253.1
(55.0)
198.1
164.4p
163.5p
FY2021
Adjusted
606.8
195.8
(7.5)
188.3
(38.3)
150.0
134.6p
131.9p
Annual Report and Accounts 2022 / 65
Risks and uncertainties
The Group operates in fast-paced and dynamic sectors and markets in different territories and
faces a variety of opportunities, risks and challenges that may have direct or indirect impacts on
our ability to deliver value and achieve our strategic objectives, which requires well-informed
and risk-aware decision making at all levels in the Group.
The Board has overall responsibility for risk management and 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.
Identification of risks, uncertainties and opportunities is a
fundamental part of strategic decision making and part of
day-to-day management of our operations across the Group.
Risk appetite
The Group’s risk appetite statements set out the nature and extent
of the risks the Group is prepared to take, retain and accept in
pursuit of strategic objectives. Risk appetite statements may change
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.
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 an area the Group keeps under review as part of
the Task Force on Climate-related Financial Disclosures reporting
(TCFD) requirements. Whilst climate change is not currently
included within the Principal Risks and Uncertainties, it remains a
key area of focus for the Group, through the work being of the Our
Future, Our Responsibility workstreams. (Read more about TCFD
on page 50.) The re-emergence of pandemic related restrictions on
work and travel is also being monitored.
Developments in 2022
The overarching risk management framework continues to evolve
and is subject to ongoing oversight from the Executive Leadership
Team (ELT) and robust challenge by the Audit and Risk Committee
and Board.
• Formal bi-annual review by the ELT of current and emerging risks,
which is subject to robust oversight and challenge from the Audit
and Risk Committee.
• Specific FCA risk management requirements for a distinct
approach to risk management and risk governance within Go.
Compare are in place.
• Dedicated integration cross-functional workstreams in place to
identify any new or emerging risks arising from acquisitions.
• Cyber and information security and IT operational resilience
capabilities remain a key area of focus for the Group.
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
Y
G
E
T
A
R
T
S
N
O
T
C
A
P
M
I
H
G
I
H
M
U
I
D
E
M
W
O
L
66 / 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
Group overviewFinancial Review
Three lines of defense
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
Responsibility
Committee
EXECUTIVE LEADERSHIP TEAM
E
G
N
E
L
L
A
H
C
D
N
A
T
H
G
I
S
R
E
V
O
FIRST LINE
OF DEFENCE
SECOND LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
Executive Management Responsibility
Compliance & Risk
Operational Performance and Monitoring
Legal
Monthly Business Perfomance Reviews
DPO
Weekly and Monthly ELT Meetings
Information Security
Financial Forecasting and Management
Internal control and policies
T
I
D
U
A
L
A
N
R
E
T
N
I
R
E
P
O
R
T
I
N
G
A
N
D
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F
O
R
M
A
T
I
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N
First Line
Operational areas are responsible for
day-to-day identification, management
and reporting of risks.
In addition, M&A risks are identified and
managed through pre-acquisition due
diligence activities, integration planning
and weekly project meetings.
Second Line
Specialist functions provide support and
advice to operational areas in areas of risk
management and control design, which
include Compliance, Data Protection &
Privacy, The second line functions support
assists management in ensuring that risks,
issues and incidents are escalated and
reported throughout the organisation,
including (where appropriate) the Audit
and Risk Committee and the Board.
Third Line
Internal Audit delivers a risk based
programme to provide assurance on the
management of key risks and the
effectiveness of the control environment.
Annual Report and Accounts 2022 / 67
Summary of principal risks
Risk movement relative to prior year
New Principal Risk
Personal data
V
Business Model link: iii, iv, vi, viii
Strategy link: 1, 3, 4
Economic &
Geo-political uncertainty
V
Business Model link: i-viii
Strategy link: 3, 5
Reliance on key third party
service providers
V
Business Model link: ii, v, viii
Strategy link: 1, 3
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 rising
interest rates, inflation, energy costs, the war in
Ukraine, Brexit and the US political landscape
could lead to reduced consumer spending and a
related downturn in advertising.
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
The Group is diverse geographically and continues
to grow the diversity of its revenue segments
which provides resilience to economic shocks in
any particular country or region.
Continuous monitoring of macroeconomic
developments and market conditions.
The Group is a market leader in many sectors in
which it operates, which provides resilience in
tough economic conditions.
Governance oversight
Reports and forecasts on the impact of the
macroeconomic environment are presented at
each Board meeting. You can also read more about
this in the Strategic Report starting on page 26.
Risk movement
Increasing
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 insurance 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.
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 & Privacy functions provide
expert support, best practice and advice across the
Group.
Contractual provisions to ensure compliance
with data protection legislation with third parties
involved in providing or processing data.
Mandatory training and awareness programmes to
ensure that colleagues across the Group are aware
of regulatory requirements and develolopments.
Data Protection & Privacy workstream is a key part
of acquisition and integration activities.
Data Steering Committee meets regularly to review
developments and to set Data Protection & Privacy
priorities.
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 76.
Risk movement
Stable
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
Third party service providers are also critical
to the Group’s approach to managing climate
risks and opportunities as we evolve along the
TCFD journey. More information can be found on
page 50.
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.
Magazine wholesaler finances under regular
review.
Contingency plans in place to switch to
alternative networks should a failure occur by
wholesalers.
Multiple data centres to provide 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 18.
Risk movement
Increasing
68 / Future plc
Group overviewFinancial 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
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
Media market disruption and
changing consumer habits
V
Business Model link: i, ii, viii
Strategy link: 1-5
Key person risk
V
Business Model link: i-viii
Strategy link: 1-5
Cyber security and IT
Business Model link: i, ii, vi, vii, viii,
Strategy link: 1, 4
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 CEO 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 18.
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.
For FY 2023 the Group retains 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.
Operational leadership and FCA expertise has
been expanded through the Dennis and Who
What Wear acquisitions, building US key market
knowledge.
CEO succession planning has already been a focus
for the Board and the Nomination Committee
and there is a robust process in place for the
recruitment of a new CEO in FY 2023.
Continued strengthening of the ELT to reflect the
evolution of geographic location and sectors in
which the Group operates.
In order to attract and retain top talent and ensure
that the Group remains an attractive place to
work, appropriate reward packages including the
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 83.
Risk movement
Stable
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 Distributed Denial of Service
attacks, malware and hacking that may result in
the compromise of commercial and customer data.
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 is led by the Information Security
team.
Business continuity arrangements in place for
websites and office systems.
Cyber threat monitoring, detection, prevention
and response capabilities which are reviewed and
upgraded regularly.
Antivirus protection for all company-owned
devices.
Ongoing vulnerability assessment programme in
place.
Servers are distributed in diverse data centre
locations across geographic locations.
Information Security is a key element of acquisition
integrations.
Annual training and awareness programme for all
colleagues.
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 18.
Risk movement
Stable
Annual Report and Accounts 2022 / 69
Summary of principal risks continued
Reliance on third party
distribution platforms
V
Business Model link: i, ii, viii
Strategy link: 1-5
Digital advertising
market changes
V
Business Model link: i, ii, viii
Strategy link: 1-5
People
V
Business Model link: i-viii
Strategy link: 3, 5
IT operational resilience
V
Business Model link: i-viii
Strategy link: 3, 5
The Group’s current and future
success relies on its ability to recruit,
retain and motivate people with the
necessary skills across many
disciplines to generate growth and
revenue to meet business targets.
Impact
Lack of experienced, skilled and
motivated people at all levels may
have a negative impact on business
and financial performance of the
Group.
Legal claims due to for example an
unfair dismissal or increased cost of
hiring due to a poor reputation.
Mitigation
Skilled executive and senior
leadership teams with experience in
content creation across brands and
verticals.
Regular review of and changes to
reward packages at all levels.
Varied approach to talent
acquisition.
Flexible and evolutionary
approach to working practices and
environments.
Employee engagement survey
completed in FY 2022, which has
identified a number of areas for
action and change.
Governance oversight
The Board has responsibility for
setting the culture and received
regular updates on employee
engagement throughout the
year. Our culture is reviewed and
monitored through the ELT. You
can read more about this in the
Responsibility Report on pages 44
to 45.
Risk movement
Increasing
The Group relies on high-performing
and resilient IT solutions and
infrastructure to support business
critical systems and data science
solutions that meet customer and
partner expectations for experience,
use and device of choice. These include
content management, e-Commerce
and advertising and CRM systems
along with datastores.
Impact
Insufficient investment or disruption,
poor performance or unavailability of
key IT solutions may result in an
inability to produce content and to
provide first class customer experience
and support e-Commerce and
advertising activities may result in an
inability to meet business performance
and financial targets.
Mitigation
Dedicated IT teams in place consisting
of Technology & Engineering and Ops
& IT, reporting to the Group Chief
Technology Officer, who is a member
of the Executive Leadership Team (ELT).
Technology & Engineering - Philosophy
governs the Technology Stack, informs
Organisational Design and evolves
through learning and interaction of
people in the relevant teams.
Network redundancy and resilience
(multiple network connections) built
into all locations including data
centres. Resilient links and connectivity
across colocation sites, offices and the
cloud.
Data centre infrastructure in place with
geographical failover capabilities for
greater resilience.
Full backups capabilities in place for
key systems.
Governance oversight
The Board receives updates and
reports from the CEO and CTO on IT
related matters, including budgets and
ongoing delivery of key projects and
initiatives.
Risk movement
Increasing
The Group relies on digital advertising
as a key channel to drive volume and
interact with its audiences. Advertising
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 of
well known brands with large and
loyal audiences, which is attractive to
advertising partners.
Continued investment in direct sales
capabilities to maintain and develop
relationships.
Enhanced first party audience
capabilities to target advertiser
campaigns with first party audience
data 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 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 18.
Risk movement
Stable
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 key risk for our market are search
engine algorithm updates. These
could shift audience patterns and
as witnessed in FY 2022 impacted
audience trends across the whole
market. Our portfolio geographic
and content breadth helps insulate us
from these effects.
Changes in algorithms and
strategies of tech giants could
materially impact traffic and media
revenues.
Mitigation
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 18.
Risk movement
Stable
70 / Future plc
Group overviewFinancial Review
Longer term
viability statement
Assessing the Group’s longer term prospects and viability
The Directors have based their assessment of viability on the Group’s
current strategy, which is outlined in pages 12 - 17. The Group’s
prospects are assessed primarily through its annual long-term
detailed planning process which considers profitability, the Group’s
cash flows, committed facilities, liquidity and forecast funding
requirements over the next three years. This exercise is completed
annually and was signed off by the Board in Q4 of
FY 2022. As part of this the Board considers the appropriateness of
key assumptions, taking into account the external environment and
the Group’s strategy.
The assessment period
A three-year period is used for the Group’s Viability Statement as this
aligns with the length of the Group’s detailed plan, and this horizon
most appropriately reflects the dynamic and changing Media
environment in which the Group operates.
Assessing the Group’s viability
The viability of the Group has been assessed, taking into account the
Group’s current financial position, including external funding in place
over the assessment period, and after modelling the impact of
certain scenarios arising from the principal risks, which have the
greatest potential impact on viability in that period.
A number of scenarios have been modelled, considered severe but
plausible, that encompass these identified risks. Whilst each of the
risks on pages 68 to 70 has a potential impact and has been
considered as part of the assessment, only those that represent
severe but plausible scenarios were selected for modelling. None of
these scenarios individually threaten the viability of the Group. The
scenarios have been run both individually and with 2) and 3)
combined (as the combination of all downside scenarios occurring at
once is considered to be remote).
on expiry in November 2027. The RCF has a one year extension
option which, if exercised, would extend the life of the facility to July
2026. We have assumed for the purposes of this viability assessment
that the Group will take advantage of the extension options to
maximise the availability of the RCF facility.
The scenarios below 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.
Although each of the downside (and the combined) scenarios result
in increased leverage they all result in headroom over the existing
bank 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). The results
of the above stress testing showed that the Group would be able to
withstand the impact of these scenarios occurring over the
assessment period.
The exercise undertaken indicates that the Group is extremely
diversified and very resilient to a number of extreme but plausible
downside scenarios however in order to illustrate the level of
headroom, we have separately quantified that it would require
adjusted operating cashflow to reduce by 62% in total across FY 2023
and FY 2024 (which is worse than any year of actual performance) for
the Group to breach its interest cover covenant limits in November
2023. The Directors consider such a large reduction to be extremely
unlikely and would contradict the Group’s underlying track record
and success of the business model. This also does not account for
various mitigating actions the board could undertake to offset the
impacts of such a reduction in adjusted operating cashflow.
The scenarios have been modelled using the Group’s existing £500
million RCF which runs to July 2025 and the £400 million UKEF facility
which amortises over the next five years, with a final bullet payment
Viability Statement
Based on these severe but plausible scenarios, the Directors have a
reasonable expectation that the Group will continue in operation and
meet its liabilities as they fall due over the three-year period considered.
Scenario
Associated Principal Risk(s)
Description
1) Data security
breach
1) Personal data
A serious data security or regulatory breach would result in significant loss of reputation among
customers and result in a significant reduction in Media revenues and additional IT costs whilst
the breach is rectified. It would also result in the most significant monetary penalty being the
higher of £17.5 million or 4% of the total annual worldwide turnover in the preceding financial
year. Given the inherent uncertainty of total quantum, this test is purposely severe as a stress test
for the Group.
2) Significant
Media revenue
reduction
4) Media market disruption and changing
consumer habits
5) Key person risk
8) Digital Advertising market changes
7) Reliance on 3rd party distribution
platforms
This scenario assumes a significant reduction in eCommerce and digital advertising
revenues (net of direct cost reductions) compared to the three year plan of 15% per annum.
This could be from a change in consumer habits and/or changes in algorithms and
strategies of tech giants which could materially impact traffic and media revenues. The
scenario also assumes no bonus payment in any of the next three years.
3) Significant
change in
external
environment
2) Economic and
geo-political uncertainty
3) Reliance on 3rd party service providers
7) Reliance on 3rd party distribution
platforms
9) People
This assumes a reduction in 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.
The scenario also assumes no bonus payment in any of the next three years.
Annual Report and Accounts 2022 / 71
Corporate
Governance
72 / Future plc
Corporate
Governance
74
76
78
83
86
90
98
114
120
123
CHAIR’S
INTRODUCTION
GOVERNANCE
FRAMEWORK
BOARD OF
DIRECTORS
NOMINATION
COMMITTEE
AUDIT AND
RISK COMMITTEE
DIRECTORS’
REMUNERATION
REPORT
ANNUAL REPORT ON
REMUNERATION
DIRECTORS’
REMUNERATION
POLICY
DIRECTORS’ REPORT
DIRECTORS’
RESPONSIBILITY
STATEMENT
Annual Report and Accounts 2022 / 73
Chair’s Introduction
Richard Huntingford Chair
Dear fellow shareholders,
This report provides you with a more
detailed look at our approach to
governance, how it facilitates the
achievement of our purpose and strategy,
and the Board’s key focus areas during
the year.
As the effects of the COVID-19 pandemic
started to recede in 2021, Future’s well-
established governance framework
continued to provide the foundation for a
strong, effective and engaged Board. I am
delighted that our Board and Committee
governance structures operated
effectively and efficiently throughout the
pandemic and beyond. I am proud that
every decision was guided by our purpose
and values as a business.
While a small number of Board and Board
Committee meetings were held as either
hybrid or fully virtual meetings (to comply
with COVID-19 restrictions or where
circumstances dictated), we were able to
hold in person meetings throughout most
of the year. While the culture of
transparency, openness and respect among
Board members and senior managers
supported effective virtual meetings, it is
clear that the relationships that develop
and strengthen during in-person meetings
are critical to the long-term success of the
business and our aim in FY 2023 will be to
continue to hold physical meetings
whenever it is safe and practicable to do so.
We have also reinstated site visits for the
Board to meet face-to-face with
management and employees (see page 81
for further details).
The Board’s role continues to ensure that
there is a clear focus on our long-term
strategic objectives, supporting senior
management as they make quick decisions
to respond to the needs of the business on
behalf of all stakeholders. We achieved this
by receiving clear and regular reporting,
including regular updates on the
operational and financial position of the
business and on the impact of our actions
on our stakeholders, which supported our
discussions over a broad range of topics,
including our approach to responsibility
and responses to the impact of external
regulatory and societal shifts on our
business and workforce.
Acquisitions
The Board continued to consider merger
and acquisition (M&A) opportunities,
completing four deals in the year, including
Dennis at the start of the financial year and
culminating with Who What Wear in June
Our priority is to build on our
strengths to unlock value by moving
with greater pace and urgency to
deliver performance in line with our
potential whilst at the same time
remaining watchful and nimble in
our decision making.
74 / Future plc
2022. You can read more about these
acquisitions and how they support our
strategy on page 11.
Board changes
As announced in September 2022, Zillah
Byng-Thorne, who joined the business in
November 2013 and is approaching nine
years at the Group as Chief Executive
Officer, has informally indicated that she
would like to step down towards the end of
2023. She has not formally resigned and
remains very committed to the business.
CEO succession planning had already been
a focus of the Nomination Committee during
FY 2021 and FY 2022 as highlighted in last
year’s Report and you can read more about
the work that the Committee has done in
this area, as well as wider Board and ELT
succession planning, on page 83.
As announced in last year’s Annual Report,
Rachel Addison stood down from her
position as Chief Financial Officer (CFO) with
effect from 31 October 2021 and, as a result
of the ongoing succession planning work
undertaken by the Board, the natural
succession candidate to Rachel, was the
internal appointment of Penny Ladkin-
Brand. Penny was appointed as the new
CFO on 1 November 2021, having served as
Chief Strategy Officer from June 2020, and
having previously served as CFO from 2015.
Penny’s role has been extended to Group
CFO and Strategy Officer. Penny will
continue to lead all finance activities within
the organisation, and will now also focus on
inorganic growth
opportunities and execution of the strategy
to deliver medium and long term growth.In
conjunction with this her notice period has
been extended from six to twelve months.
Remuneration
The Board was naturally disappointed with
the overall voting outcome on the
Remuneration Report at the 2022 AGM.
Following the AGM, Mark Brooker, the
Remuneration Committee Chair, engaged
with over 40 of the Company’s largest
Group overviewCorporate Governance shareholders to fully understand their
concerns. We discussed four main areas
with our shareholders:
• proposed changes to the operation of
the VCP
• Remuneration Policy for FY 2023
• leaver arrangements for our former CFO
• adjustment to 2019 PSP award for Penny
Ladkin-Brand.
The Board values the feedback and insights
these discussions have provided, and we
remain committed to engaging proactively
with shareholders and advisory bodies on
remuneration matters. Ensuring that our
remuneration approach, practices and
outcomes fully support our strategy is the
overarching priority for FY 2023, particularly
as we transition to new leadership for
the Company.
The current remuneration policy was
approved by shareholders in 2021 and is
required to be put to shareholders at the
forthcoming AGM. For further details of the
revised remuneration policy for
consideration by shareholders at the 2023
AGM, please refer to pages 114 to 119.
Culture and stakeholder engagement
The Board places significant focus not just
on the strategic plans developed by
management, but also on our wider culture
and the ethical behaviour demonstrated
within our business. The Board recognises
that culture plays a fundamental role in
delivering strategy, and we are committed
to promoting a strong and positive culture
supported by our core values. These values
define how we do business globally, how
we treat our colleagues and stakeholders,
and how we set the leadership behaviours
that are embedded in our culture.
A comprehensive engagement programme
complemented by an all-employee survey
has created platforms for conversations at
all levels. We have created job families to
help our colleagues better navigate their
career paths and have continued to
strengthen our mental and emotional
wellbeing support. You can read about
these and other initiatives in our
Responsibility Report on page 47.
Although the Group does not have a
nominated Director responsible for
workforce engagement, my Board
colleagues and I had various opportunities
to meet with colleagues during FY 2022,
providing the opportunity to learn more
about working at Future and the business
in general. I look forward to continuing
with this engagement with existing and
new colleagues in FY 2023. The Board
continueds to be satisfied that the
approach towards engagement with the
workforce as set out above and as
described in the Responsibility Report on
pages 42 to 45
is robust.
Board effectiveness
Central to setting the correct tone is the
review of the Board’s own performance. An
external assessment was carried out in FY
2021 so the evaluation this year was
internally-led. You can read more about how
this was run and the findings on page 82.
AGM
Shareholder views remain a key influence
and have been gathered through the year
within investor meetings, capital market
days and the consultation on the
remuneration policy (described in more
detail on page 90). I look forward to being
able to meet shareholders at our 2023 AGM
in February. You can read more about our
plans for the AGM later in the report and in
the notice of meeting on page 184, and I
look forward to seeing as many of you there
The Section 172 Statement on pages 57 to
58 describes how the Board’s approach is
supported by business-led stakeholder
relationships.
Richard Huntingford
Chair
29 November 2022
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’ Report. In particular,
the following pages will be most relevant
in enabling shareholders to evaluate how
these principles have been applied:
Board leadership and company
purpose
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal
control
Remuneration
pages 12, 34
page 76
pages 82, 83
page 86
Page 90
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 75
Approach to workforce engagement
Provision 15
External directorships
Provision 20
Board appointment process
Provision 36
page 119
page 83
page 116
Explanation of historic approach and revised
shareholding guidelines
Provision 38
page 99
Timing on alignment of Executive Director pensions
with the wider workforce
Provision 40 & 41
page 92
Engagement with workforce on executive
remuneration
Annual Report and Accounts 2022 / 75
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
management of the Group as a whole.
• Provides a sounding board to the Chair.
• Delivers strategic and commercial
objectives within the Board’s stated
risk appetite.
• Leads the appraisal of the Chair’s
performance with the other non-
Executive Directors annually.
• Builds positive relationships with all
• Acts as intermediary for other
the Group’s stakeholders.
Directors, if needed.
• Available to respond to shareholder
concerns if contact through the normal
channels is inappropriate.
operation, leadership and governance
of the Board.
• Leads the Board, sets the agenda and
promotes a culture of open debate
between Executive and 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.
76 / Future plc
Group overviewCorporate Governance Board and Board Committees meeting and attendance
Board1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
Responsibility
Committee
AGM2
Richard Huntingford
Zillah Byng-Thorne
Rachel Addison3
Meredith Amdur
Mark Brooker4
Hugo Drayton
Rob Hattrell4
Penny Ladkin-Brand5
Alan Newman
Angela Seymour-Jackson
9 (9)
9 (9)
0 (1)
9 (9)
8 (9)
9 (9)
7 (9)
8 (8)
9 (9)
9 (9)
4 (4)
4 (4)
-
4 (4)
4 (4)
4 (4)
3 (4)
-
4 (4)
4 (4)
-
-
-
5 (5)
-
5 (5)
-
-
5 (5)
5 (5)
-
-
-
-
5 (5)
-
4 (5)
-
-
5 (5)
-
-
-
3 (3)
-
3 (3)
-
-
-
3 (3)
1 (1)
1 (1)
-
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1.
In addition to the six Board meetings and the strategy meeting, two 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.
2. Richard Huntingford and Mark Brooker were both self-isolating due to COVID-19 on the day of the AGM but joined the meeting by video conferencing so as to be able to answer any questions from shareholders.
3. Rachel Addison resigned from the Board on 31 October 2021.
4.
Mark Brooker and Rob Hattrell were unable to attend the Board call on 5 May 2022, which was held at short notice, due to prior commitments and Rob Hattrell was unable to attend the meetings on 12 July 2022
due to a family emergency.
Penny Ladkin-Brand was appointed to the Board on 1 November 2021.
In addition to the scheduled meetings, the Chair and the non-Executive Directors meet at least 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.
5.
Principal Board Committees
Audit and Risk
Committee
• Oversees and monitors
the Company’s financial
statements, accounting
processes and audits
(internal and external).
• Ensures that risks are
carefully identified and
assessed, and that sound
systems of risk
management and internal
control are in place.
• Reviews matters relating
to fraud and
whistleblowing reports
received.
Remuneration
Committee
Nomination
Committee
Responsibility
Committee
• Reviews the structure, size
and composition of the
Board and its Committees.
• Develops and oversees
Future’s responsibility
strategy.
• Identifies and nominates
suitable executive
candidates to be
appointed to the Board
and reviews the talent
pool.
• Considers wider elements
of succession planning
below Board level,
including diversity.
• Reviews progress against
priorities and objectives,
across the responsibility
strategy.
• Considers Future’s
position on relevant,
emerging sustainability
issues.
• Reviews and recommends
the framework and policy
for the remuneration of
the Chair, the Executive
Directors, the Company
Secretary and senior
executives in alignment
with the Group’s reward
principles.
• Considers the business
strategy of the Group and
how the remuneration
policy reflects and
supports that.
• Reviews workforce
remuneration and related
policies and alignment of
incentives and rewards
with culture, to help
inform setting of Directors’
remuneration policy.
• Consults with
shareholders on the
remuneration policy.
SEE PAGE 86 FOR
MORE INFORMATION
SEE PAGE 90 FOR
MORE INFORMATION
SEE PAGE 83 FOR
MORE INFORMATION
SEE PAGE 34 FOR
MORE INFORMATION
GoCompare.com Limited board
Executive Leadership Team
The GoCompare.Com Limited board oversees Future’s
regulated businesses in compliance with applicable regulatory
licence conditions.
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 2022 / 77
Board of Directors
Richard
Huntingford
Zillah
Byng-Thorne
Penny
Ladkin-Brand
Meredith
Amdur
POSITION: Independent non-
Executive Chair
POSITION: Chief Executive
NATIONALITY: British
POSITION: Chief Financial
and Strategy Officer
POSITION: Independent non-
Executive Director
NATIONALITY: British
NATIONALITY: American
APPOINTED: November 2021
APPOINTED: February 2020
Key skills and experience:
• Strong financial and
commercial expertise
• Considerable experience
of digital disruption and
transformation
• Extensive M&A experience
External appointments:
Penny is non-Executive
Chair of Next Fifteen
Communications Group plc
and was previously Audit
Committee chair. Formerly
Audit Committee chair
at Auction Technology
Group plc from IPO until
January 2022.
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.
Key skills and experience:
• Editorial and publishing
content
• Digital
• Technology platforms
• Advertising and brands
• B2B media and
information/services
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.
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.
Richard had a 20-year career
at Chrysalis plc and was
CEO from 2000 to 2007. He
has extensive FTSE
non-executive board
expertise and corporate
governance experience.
Most recent roles have
included non-Executive
Chair of Wireless Group plc
(formerly UTV Media plc)
from 2012 to 2016 and
non-Executive Director of
The Bankers Investment
Trust plc from 2018 to 2021
and JPMorgan Mid Cap
Investment Trust plc from
2013 to 2022.
Education:
Richard is a chartered
accountant (FCA), having
qualified with KPMG.
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
(she is stepping down from
this role in January 2023),
Norwegian Cruise Line
Holdings Ltd (NYSE listed)
and Trustpilot Group 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. Former
non-Executive Director of
THG Holdings plc.
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.
Key
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
78 / Future plc
Group overviewCorporate Governance
Mark
Brooker
Hugo
Drayton
Rob
Hattrell
Alan
Newman
Angela
Seymour-Jackson
POSITION: Independent non-
Executive Director
NATIONALITY: British
APPOINTED: October 2020
POSITION: Senior
Independent non-Executive
Director
NATIONALITY: British
APPOINTED: December 2014
POSITION: Independent non-
Executive Director
POSITION: Independent non-
Executive Director
POSITION: Independent non-
Executive Director
NATIONALITY: British
NATIONALITY: British
NATIONALITY: British
APPOINTED: October 2018
APPOINTED: February 2018
APPOINTED: February 2021
Key skills and experience:
Key skills and experience:
Key skills and experience:
Key skills and experience:
• Board roles in public
Key skills and experience:
• Digital platforms,
• Corporate finance,
companies
• Advertising and
• UK and International
consumer and B2B
businesses
• Digital platform
marketing, technology,
customer behaviour,
media, executive
leadership, business
development
External appointments:
External appointments:
Non-Executive Director at
Paysafe Ltd (NYSE listed)
and Heathrow Airport
Holdings Ltd.
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.
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.
eCommerce and online
sales, retail and customer
behaviour, technology,
business development,
executive leadership
External appointments:
Partner, Head of Digital,
TDR Capital.
Previously Vice President,
eBay UK, where he led one
of eBay’s strongest markets
worldwide and before that
at Tesco, where 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.
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.
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 holds an MA
in Modern Languages
(French and Spanish) from
Cambridge University..
• 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:
Chair of PageGroup plc,
non-Executive Director of
Janus Henderson Group 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 2022 / 79
Board activities
Focus area
Key stakeholders
Activities
Link to strategic priorities
Our people
• Applying the Board’s strategic understanding of geopolitical and economic risks in international markets to
the Company’s challenges and opportunities.
Our audience
Our commercial partners
and suppliers
Our investors
Regulators
- Reviewed and approved three-year strategic plan, considering assumptions made and the
reasonableness of the plan and focusing on the operational overviews, cash flow management and capital
allocation.
- Received regular business updates from the Chief Executive Officer.
- Received deep dive presentations from Subs; IT and Tech Roadmap; Cyber; US B2C; Growth; Wealth and
Savings; e-Commerce; Magazines; News/Kip & The Week.
• Considering acquisitions and divestments as identified and determining the appropriate course.
- Received Corporate Development updates and reviewed post-acquisition performance.
• Monitoring the performance of the Company against agreed strategic objectives, including progress
against acquisition synergies.
• Board updates from the Company’s brokers and advisers on market performance, bid defence and capital
structure, and on shareholder sentiment regarding Future’s performance, strategy and dividend policy.
Our people
• Maintaining and enhancing Future’s culture and values and key policies and procedures and ensuring these
• Ongoing investment
Our investors
• Ensuring the Company remains at the forefront of developing and embedding best practice in responsible
are rolled out to existing and acquired businesses.
business behaviour.
• Continuing to monitor senior executive talent management and development plans to provide succession
for all key positions.
• Reviewing employee engagement matters
- Received an update on employee views and the findings of the engagement survey.
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 updates, and any additional regulatory announcement
(RNS) and the Annual Report (ensuring the Annual Report and financial statements are fair, balanced and
understandable).
•Reviewing the Group’s capital allocation policy
• Reviewing the Group’s dividend policy.
- Considered payment of final dividend (see page 121 for more details).
• Reviewing the key risks (as detailed on pages 66 to 70) to the Group and the controls in place for their
mitigation.
• Considering and monitoring the Group’s risk appetite and principal risks and uncertainties.
- Approved renewal of corporate insurance brokers
• Approving the viability and going concern statements.
• Reviewing and approving the tax strategy.
• Diversifying our
audience
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
Our people
• Monitoring and reviewing the Company’s approach to corporate governance, its key practices and
• Ongoing investment
Our commercial
partners and suppliers
Our investors
Regulators
its ongoing compliance with the 2018 Code.
• Reviewing the results from the internal Board effectiveness evaluation and agreeing an action plan.
• Receiving regular reports from the chair of each Committee.
• Approving updated Committees’ terms of reference.
• Continuing to keep key policies updated and monitor ongoing compliance.
• Receiving and considering feedback from shareholder engagement (see page 90 for more detail).
• Reviewing the interests of key stakeholders, agreeing that the current stakeholder groups remain
appropriate (see pages 54-58 for more information).
• Reviewing and approving the Modern Slavery statement.
• Authorising potential Conflicts of Interest Register.
• Noting NED salaries and fees
Strategy
and
operations
(see Strategic
Report starting
on page 6)
Leadership,
people and
culture
(see page 42)
Finance
(see Strategic
Report on
page 6 and
Financial
Review on
page 62)
Governance
(see page
74 of the
Governance
Report)
80 / Future plc
Group overviewCorporate Governance Board evaluation
Formal evaluation is a valuable tool for improvement of Board performance. In
accordance with the guidance provided under the UK Corporate Governance
Code, following the externally led evaluation exercise undertaken by
Independent Audit Ltd in FY 2021, the evaluation this year was internally led.
The following main objectives were identified during the externally led
evaluation in 2021, together with steps taken to address them.
Objectives for 2022
Steps taken during 2022
Continue the focus
on succession
planning and talent
development at ELT
level, together with
increased diversity and
inclusion across the
organisation, including
the Board.
Detailed succession plans in relation to ELT
members and those in key operational positions
were reviewed and discussed by the Nomination
Committee during the year. ELT members
and members of senior management had the
opportunity to present to the Board during the
year and, where possible, these presentations
took place in person, allowing the Board to spend
more time with key management both on a
formal and informal basis.
Continue to monitor
our corporate culture
and behaviours,
including integration
and cultural alignment
of new acquisitions.
As part of the Board meeting calendar, meetings
were held at the Bath, Newport and London
offices during the year, and some Directors have
visited the New York and Washington DC offices,
allowing the Board to engage with colleagues.
This remains an important focus for the Board
and further site visits are planned for FY 2023.
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.
The Responsibility Committee, which was formed
in October 2021, has set the Responsibility
objectives and has been monitoring progress
against these mechanisms. The detailed report on
the work of the Responsibility Committee can be
found on page 34.
The Board has discussed presentations on a
range of deep dive topics at meetings throughout
the year and, as part of the Board Strategy Day,
heard from a number of subject matter experts on
broader landscape topics.
Focus area
Key stakeholders
Activities
Link to strategic priorities
Strategy
and
operations
(see Strategic
Our people
• Applying the Board’s strategic understanding of geopolitical and economic risks in international markets to
the Company’s challenges and opportunities.
- Reviewed and approved three-year strategic plan, considering assumptions made and the
reasonableness of the plan and focusing on the operational overviews, cash flow management and capital
Report starting
Our commercial partners
on page 6)
and suppliers
allocation.
• Diversifying our
audience
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
Our people
• Maintaining and enhancing Future’s culture and values and key policies and procedures and ensuring these
• Ongoing investment
Our audience
Our investors
Regulators
Leadership,
people and
culture
(see page 42)
Our investors
- Received regular business updates from the Chief Executive Officer.
- Received deep dive presentations from Subs; IT and Tech Roadmap; Cyber; US B2C; Growth; Wealth and
Savings; e-Commerce; Magazines; News/Kip & The Week.
• Considering acquisitions and divestments as identified and determining the appropriate course.
- Received Corporate Development updates and reviewed post-acquisition performance.
• Monitoring the performance of the Company against agreed strategic objectives, including progress
against acquisition synergies.
• Board updates from the Company’s brokers and advisers on market performance, bid defence and capital
structure, and on shareholder sentiment regarding Future’s performance, strategy and dividend policy.
are rolled out to existing and acquired businesses.
• Ensuring the Company remains at the forefront of developing and embedding best practice in responsible
• Continuing to monitor senior executive talent management and development plans to provide succession
business behaviour.
for all key positions.
• Reviewing employee engagement matters
- Received an update on employee views and the findings of the engagement survey.
Finance
(see Strategic
Report on
page 6 and
Financial
Review on
page 62)
Our audience
• Reviewing and approving the Group budget.
• Reviewing financial Key Performance Indicators (KPIs).
Our commercial
partners and suppliers
Our investors
understandable).
Regulators
•Reviewing the Group’s capital allocation policy
• Reviewing the Group’s dividend policy.
• Approving full year results, half year results, trading updates, and any additional regulatory announcement
(RNS) and the Annual Report (ensuring the Annual Report and financial statements are fair, balanced and
• Scalable platform
• Continued
diversification of
content monetisation
• Ongoing investment
- Considered payment of final dividend (see page 121 for more details).
• Reviewing the key risks (as detailed on pages 66 to 70) to the Group and the controls in place for their
mitigation.
• Considering and monitoring the Group’s risk appetite and principal risks and uncertainties.
- Approved renewal of corporate insurance brokers
• Approving the viability and going concern statements.
• Reviewing and approving the tax strategy.
Governance
Our people
• Monitoring and reviewing the Company’s approach to corporate governance, its key practices and
• Ongoing investment
(see page
74 of the
Report)
Governance
partners and suppliers
Our commercial
Our investors
Regulators
its ongoing compliance with the 2018 Code.
• Reviewing the results from the internal Board effectiveness evaluation and agreeing an action plan.
• Receiving regular reports from the chair of each Committee.
• Approving updated Committees’ terms of reference.
• Continuing to keep key policies updated and monitor ongoing compliance.
• Receiving and considering feedback from shareholder engagement (see page 90 for more detail).
• Reviewing the interests of key stakeholders, agreeing that the current stakeholder groups remain
appropriate (see pages 54-58 for more information).
• Reviewing and approving the Modern Slavery statement.
• Authorising potential Conflicts of Interest Register.
• Noting NED salaries and fees
Annual Report and Accounts 2022 / 81
The Board evaluation process
Outcomes
Based on the feedback received during the assessment process, the
Board has agreed on the following areas of focus which will be
monitored during the year:
Objectives for 2023
Steps to be taken during 2023
Continued focus on
succession planning
for the Board and
the ELT
Ensure the Nomination Committee has an
effective and orderly process for the succession
of the Committee Chairs and the Chair of the
Board.
Conclude the search for a new CEO to
replace Zillah Byng-Thorne, following the
announcement of her decision to step down
from the role towards the end of 2023.
Continue to develop succession planning at
senior management level, taking opportunities
for the non-Executive Directors to engage with
members of the Executive Leadership Team
and senior management wherever possible.
Optimising oversight
of strategic
execution
Execution of strategy and evolving and
adapting the strategy to reflect the changing
external environment and investor needs.
To improve
stakeholder
engagement
Continue to build on the processes and
significant work which the Board already
undertakes to integrate stakeholders’ interests
in Board decision-making processes and to
raise the visibility of stakeholder concerns in
Board discussions.
Creation of more opportunities to meet with
colleagues to follow up on themes raised
through the engagement survey.
Having carried out an external evaluation in FY 2021, the Board
decided to conduct an internal questionnaire based review for FY
2022. The Chair of the Board and the Chairs of each of the Board
Committees worked with the Company Secretary to agree the
questionnaires, which were circulated in July 2022. The results were
evaluated and discussed at the September Board meeting,
following which the Board confirmed its view that the Board
continues to operate effectively within an inclusive and transparent
environment and displays a number of strengths, including:
• Open, collaborative, informed and transparent discussion among
the Board facilitating appropriate challenge to the executive.
• Ability to act swiftly and decisively.
• Clear strategy for the Company - debated and refreshed with the right
frequency and depth and ensuring continuing alignment:
- focus on key commercial risks to the business
- supportive and aligned around M&A agenda.
• Breadth of experience and viewpoints creates rounded and holistic
debates, multidisciplinary grasp of operating and strategic/market/
technology issues.
• Clear and consistent communication to investors of strategy and
goals and company’s performance against these:
- very engaged with all company stakeholders.
This discussion, together with the Nomination Committee’s
considerations of independence, time commitment and tenure, are
used as the basis for recommending the re-election of Directors by
shareholders. The Board is satisfied that all its non-Executive Directors
bring robust, independent oversight and continue to remain
independent.
The evaluation process also concluded that the Audit and Risk,
Nomination, Remuneration and Responsibility Committees continue
to operate well and provide effective support to the Board in carrying
out their duties.
Separate to the formal Board evaluation process, the Senior
Independent Director led a review of the Chair’s performance taking
into consideration the view of all the Directors. The unanimous view
was that the Chair continued to perform effectively and had provided
strong leadership through FY 2022.
82 / Future plc
Group overviewCorporate Governance
Nomination Committee
Members
Richard Huntingford (Chair)
Meredith Amdur
Mark Brooker
Zillah Byng-Thorne
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
Since
2017
2020
2020
2014
2015
2018
2018
2021
The Company Secretary, or nominee, acts
as secretary to the Committee. Details of
individual Directors’ attendance can be
found on page 77.
Key objectives
The Nomination Committee supports the
Board in Executive and non-Executive
succession planning. Our key objectives as
a Nomination Committee are:
• 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 responsibilities and
overseeing appropriately all matters
relating to corporate governance.
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 areas of focus in FY2022
• Board and Committee composition and
succession planning.
• Recommended the appointment of
Penny Ladkin-Brand as CFO.
Key priorities in 2023
• Recruitment of a new CEO.
• Initiate the search for a new non-
Executive Director.
• Monitor Board composition for
alignment of relevant skills, experience
and diversity to Company strategy.
• Monitor progress on the Board Diversity
Policy.
• Oversight of the Executive Leadership
Team’s (ELT) development and
succession planning.
I am pleased to
present this review
of the activities of
the Nomination
Committee during
FY 2022. During the
year we held four
meetings. Following the announcement
on 22 September 2022 that Zillah
Byng-Thorne is planning to step down at
the end of 2023, since the year end we
have met to discuss the succession
planning for the Chief Executive Officer
(CEO) in more detail.
The Terms of Reference for the Nomination
Committee describe the role and
responsibilities of the Committee more fully
and can be found on our website.
CEO succession planning
The Committee has commenced a search
for a new CEO to lead the Company on its
next growth phase. Russell Reynolds, a
global search firm, have been appointed to
advise the Committee on this appointment
and have been asked to ensure that we are
presented with a diverse set of candidates
to consider. We expect to be in a position to
announce more on this in Q1 of 2023.
Board changes in the year
There was one change to the Board during
FY 2022, with the Nomination Committee
playing an appropriately central role in the
process. As reported in the FY 2021 Annual
Report, in October 2021, it was announced
that Rachel Addison was stepping down as
Chief Financial Officer (CFO) with effect
from 31 October 2021. Following a thorough
succession process, the Nomination
Committee recommended to the Board that
Penny Ladkin-Brand be appointed as the
new CFO.
NED succession planning
The Committee, on behalf of the Board,
regularly assesses the balance of Executive
and non-Executive Directors, and the
composition of the Board in terms of skills,
experience, diversity and capacity. As
several Directors will be approaching the
limit of independence under the 2018
Corporate Governance Code over the next
two to five years, a plan to recruit new
non-Executive Directors on a rolling basis
over this period has been drawn up, mindful
that appointments must be based on merit
and objective criteria, and cognitive and
personal strengths while promoting
diversity of gender, ethnicity and social
background. A wide range of candidates
will be considered, keeping in mind the
requirements for Committee Chairs and
Senior Independent Director roles over an
extended period of time. The Committee
will initially focus on the recruitment of a
candidate to replace Hugo Drayton, ahead
of him reaching his nine year tenure in
December 2023. Hugo currently chairs the
Responsibility Committee and is the Senior
Independent Director.
On appointment each non-Executive
Director receives a letter of appointment
setting out, among other things, their term
of appointment, the expected time
commitment for their duties to Future and
details of any committees of which they will
be a member. Non-Executive Directors are
initially appointed for a three-year term,
after which a review is undertaken to
consider renewal of the term for a further
three years. However, Future follows
governance best practice with all directors
standing for re-election by shareholders at
each Annual General Meeting.
ELT succession planning
During FY 2022, the Board and the
Committee have monitored the changes to
the organisational structure and approved
changes to key leadership roles. During the
year, the Board discussed succession plans
for executives below Board level on a
number of occasions. The Committee will
continue to keep a watching brief on the
market and potential talent and will
continue to monitor the ELT and senior
management talent pool to ensure that
succession planning for business-critical
roles is proactively reviewed and to ensure
the development of a diverse pipeline for
succession for the Board and the ELT, as
required by the 2018 Code.
Board diversity policy
Our objective of driving the benefits of a
diverse Board, senior management team
and wider workforce is underpinned by our
strong culture of diversity and inclusion,
which is essential to fulfilling Future’s
purpose, is inherent in our values and
supports the delivery of our strategy. You
can read more about the Group’s approach
to diversity and inclusion on page 42.
During the year under review the Board
approved a Diversity Policy which is
Annual Report and Accounts 2022 / 83
Nomination Committee (continued)
available on our website. The Policy ensures
that it remains an effective driver of diversity
in its broadest sense, having due regard to
gender, ethnicity, social 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.
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 40% at ELT level and 36%
at SLT level.
Maintain at least 33% female Directors on
the Board (rising to 40% on the Board, ELT
and their direct reports to be achieved by
the end of 2025 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
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 people from ethnic minority
backgrounds when the time comes to
refresh the Board composition.
Director Induction Programme Example
We have a detailed Director induction programme which all new Board
members participate in.
The Board Diversity Policy mirrors that of
our wider Equality, Inclusion & Diversity
Policy, which is summarised on page 42.
Committee performance
and effectiveness
The Committee’s performance was
evaluated as part of the external
effectiveness survey, as described on page
81. The review was completed by all
Committee members and no issues arose.
Independence
During FY 2022, the Committee reviewed the
balance of skills, experience and
independence of the Board, including
consideration of their term in office and any
potential conflicts of interest, concluding
that each non-Executive Director remained
independent. The Committee is satisfied that
the external commitments of the Board’s
Chair and members do not conflict with their
duties as Directors of the Company.
After the year-end, the Committee also
considered the Directors proposed for
re-election by shareholders at the AGM.
Following discussion of the skills,
contribution and external commitments of
each Director, and in conjunction with the
Board performance evaluation conducted in
September 2022, the Committee supports
the proposed re-election of all Directors
standing for re-election at the AGM in 2023.
In line with best practice, each Committee
member was excluded from approving the
proposal for their re-election.
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84 / Future plc
Group overviewCorporate Governance
Board skills matrix
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Penny Ladkin-Brand
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
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Annual Report and Accounts 2022 / 85
Audit and Risk Committee
Members
Alan Newman (Chair)
Meredith Amdur
Hugo Drayton
Angela Seymour-Jackson
Since
2018
2020
2015
2021
The Company Secretary, or nominee, acts as secretary to the Committee.
Details of individual Directors’ attendance can be found on page 77.
Key objectives
• 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.
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.
• Conducting a competitive tender
process for the external audit
when required.
• 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 GoCompare.
com Limited 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
Governance Code.
• Providing advice to the Board on
whether the Annual Report and
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 areas of focus in FY 2022
• Reviewed and challenged the
application of accounting
principles, policies and practices to
the annual and half year results
announcements and the Annual
Report.
• Reviewed the effectiveness of the
Group’s underlying control
environment.
• Reviewed the effectiveness of
internal audit and appointed a new
outsource provider.
Key priorities in FY 2023
• Continue to monitor legislative and
regulatory changes that may
impact the work of the Committee.
• Consider the impact of proposed
audit industry changes.
• Continue to review the work of
the internal audit function and
implementation of audit
recommendations.
• Continue to monitor the
effectiveness and development
of the Group’s internal control
environment.
86 / Future plc
Dear Shareholder,
On behalf of the Audit and Risk
Committee, I am pleased to
present its report for the year
ended 30 September 2022. This
report sets out how the
Committee has discharged its
duties in accordance with the UK Corporate
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.
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 agreed the approach
to how the internal audit function should be resourced.
This year the Board undertook an internally facilitated
review of the effectiveness of the Board and Board
Committees, including this Committee, in accordance
with the requirements under the 2018 Code and you can
read more about this on page 82.
Alan Newman
Chair of the Audit and Risk Committee
29 November 2022
The Audit and Risk
Committee continues to
challenge, scrutinse and
oversee the Group’s risk
management and control
environment.
Group overviewCorporate Governance
Membership and meetings
The Committee met five times during the
year and has an agenda planner linked to
events in the Company’s financial calendar
and other important events that arise
throughout the year, which fall for
consideration by the Committee under its
remit. Two of these meetings focused on
reviewing matters in conjunction with the
half year and full year reporting and
included private meetings with the Internal
and External Auditors. The other meetings
focussed on the work of the Internal Audit
function and ad hoc matters which arose
during the year. Details of individual
Directors’ attendance can be found on page
77. In addition to the Committee members,
the Chief Financial and Strategy Officer
(CFSO), the Group Finance Director, Group
Financial Controller, the Risk and
Compliance Director, the Internal Auditor
(supported by RSM UK Risk Assurance
Services LLP) and the External Auditor
(Deloitte) attended all or parts of these
meetings by invitation. The Chair of the
Board and Chief Executive may also attend
meetings. The Company Secretary acts as
Secretary to the Committee. The Chair of
the Committee holds regular meetings with
the External and Internal Auditors who have
an opportunity to discuss matters without
management being present and also the
CFSO (who has responsibility and custody
of the internal audit function).
The Committee received sufficient, reliable
and timely information from management
to enable it to fulfil its responsibilities. The
Board has confirmed that it is satisfied that
Committee members possess an
appropriate level of independence and
depth of financial and commercial, including
sectoral, expertise. For the financial year
ended 30 September 2022, 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 longer-term
viability statement, set out on page 71. To
do this, the Committee ensured that the
model used was consistent with the
approved three-year plan and that scenario
and sensitivity testing aligned clearly with
the principal risks of the Group. Committee
members challenged the underlying
assumptions used and reviewed the results
of the detailed 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 going
concern statement, set out on page 64,and
confirmed its satisfaction with the
methodology, including appropriateness of
the sensitivity testing.
Fair, balanced and understandable
The Committee considered whether the
Annual Report is ‘fair, balanced and
understandable’, in line with the
requirements of the 2018 Code. The
Committee members were consulted at
various stages during the drafting process
and gave input to the planning process, as
well as having the opportunity to review
the Annual Report as a whole and discuss,
prior to the November 2022 Committee
meeting, any areas requiring additional
clarity or better balance in the messaging.
In this respect, the Committee focused on:
• a qualitative review of disclosures and a
review of internal consistency
throughout the Annual Report and
Accounts;
• 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 throughout the main areas
of risk disclosure in this Annual Report
and Accounts;
• a review of the balance of good and bad
news; and
• ensuring it correctly reflects:
– the Group’s position and performance
as described on pages 62 to 65;
– the Group’s business model, as
described on page 18;
– the Group’s strategy, as described on
pages 14 to 31.
On the basis of this work, together with the
views expressed by the External Auditor,
the Committee recommended, and in turn
the Board confirmed, that it could make the
required statement that the Annual Report
is ‘fair, balanced and understandable’.
The Committee also received regular
updates from the Chief Financial Officer on
provisions made for litigation and the
Committee considered the appropriateness
of the methodology applied.
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 objectives and process
are on pages 66 to 70.
The principal risks and uncertainties facing
the Company are addressed in the
Strategic Report and in the table on pages
68 to 70. The Board has delegated to the
Committee the responsibility for
monitoring the effectiveness of the
systems of risk management.
Internal control
The Board determines the objectives and
broad policies of the Group and meets
regularly, when a set schedule of matters
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
strategy remain the responsibility of the
Board. The Board has delegated to the
Audit and Risk Committee the
responsibility for establishing a system of
internal controls appropriate to the
business environments in which the Group
operates.
Key elements of this system include:
• A clearly defined organisation structure
for monitoring the conduct and
operations of the business.
• Clear delegation of authority
throughout the Group, starting with the
matters reserved for the Board.
• A formal process for ensuring that key
risks affecting operations across the
Group are identified and assessed on a
regular basis, together with the
controls in place to mitigate those risks.
Risk consideration is embedded in
decision-making processes at all levels,
and the most significant risks are
periodically reviewed by the Board. The
risk process is reviewed by the Audit
and Risk Committee.
• The preparation and review of
comprehensive annual budgets.
• The monthly reporting of actual results
and their review against budget,
forecasts and the previous year, with
explanations obtained for all significant
variances.
• The Finance Manual which outlines key
control procedures and policies to
apply throughout the Group. This
includes clearly defined policies and
escalating authorisation levels for all
procurement activity including capital
expenditure and investment, with
larger capital projects, acquisitions and
disposals requiring Board approval.
This framework is kept under periodic
review.
• The ongoing development of a formal
Annual Report and Accounts 2022 / 87
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
Acquisition
accounting
As outlined on page 10 in the Strategic
Report, the Group has completed four
acquisitions during the year.
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 significant
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 2022.
Refer to note 28 on page 179 for further
information in respect of the acquisition
accounting undertaken in 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 also onerous
property costs) totalling £17.9m are
considered exceptional in nature.
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 155 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 this treatment
assists the users of the financial statements to
understand the results of the core underlying
operations of the Group.
Determining
the basis upon
which goodwill
is allocated and
monitored
Following the significant in-year
acquisitions, an assessment is required
to ensure that there are no additional
cash-generating units (“CGUs”) at which
goodwill should be monitored.
The Committee reviewed detailed papers
prepared by management setting out the
assessment and rationale of the suitability of
the continued ongoing monitoring of goodwill
at the existing CGU levels.
The Committee remains comfortable with
the continued monitoring of goodwill at
the UK/US/Australia level. Not creating any
additional CGUs is deemed appropriate given
the swiftness of integration of the acquired
businesses onto Future’s systems, the level of
interconnectivity and the interdependency of
revenues across the Group, both between its
brands and the Media and Magazine divisions.
controls framework that defines the key
controls, the persons responsible and
the specific risk that each of these key
controls is designed to mitigate.
• Appropriately qualified staff in our
finance, legal and human resource
functions with business continuity plans
to ensure that all key roles have
adequate cover.
• Initiation of a formal quarterly CFSO
review of control execution and
assessment that control owners
understand design and efficacy of the
controls they monitor, tested by a
regular timetable of internal controls
reviews that include the testing of key
controls and process walk-throughs of
processes, reported to the Audit and
Risk Committee.
• Development of a learning from
incidents culture, reporting of potential
and actual internal control failures and
assessment of management’s response.
• Regular formal meetings between the
CEO, the CFSO and senior management
to discuss strategic, operational and
financial issues.
During the year an internal controls
development programme was initiated
designed to build up the internal control
capability within the finance function and
across the business. This is progressively
reviewing all the core financial control
processes over a period of 12 months.
88 / Future plc
Recommendations were made for
improvement to controls in relation to
financial reporting, which management is
charged with implementing, none of which
related to significant failings or weaknesses.
The programme is led by the Group Finance
Director and its findings and
recommendations are reported regularly to
the Audit and Risk Committee. This
programme and management’s work arising
from it have already identified areas for
improvement and actions to address these.
Looking forward to FY 2023, the internal
controls plan will continue to embed role
segregation, accountability of execution,
and improvement in automation to reduce
reliance on management supervision.
Internal audit
The Audit and Risk Committee assesses the
effectiveness of the Internal Audit function
annually, and considers whether the level
of internal audit resources is appropriate to
provide the right level of assurance over its
principal risks and controls, especially in
light of the continued growth in the size
and complexity of the organisation
following further acquisitions in FY 2022.
FY 2022 was the first full year where a
dedicated Internal Audit function has been
in place, which has supported the
continued strengthening of control within
the organisation. Following a review of the
assurance needs of the business, RSM LLP
were appointed, initially on a co-source
basis in January 2022, and now as Future’s
outsourced Internal Auditor. The annual
internal audit plan is approved by the
Committee, and internal audit is an agenda
item at each Committee meeting. RSM LLP
presents an update on audit activities,
progress of the audit plans and the
outcomes of all audits with action plans to
address any issues. Reviews have been
completed in FY 2022 on areas including
payroll, cyber security, starters and leavers
and supplier management. The Committee
has overseen the establishment of plans to
implement the control improvements
recommended by these reviews
The Internal Audit function is aligned with
the Internal Control function to ensure the
timing of each review type can be
appropriately considered, and discuss
common themes and concerns to ensure
the appropriate remediation or
improvements can be made.
Looking forward to FY 2023, a risk
assessment has been completed to inform
the FY 2023 internal audit plan, which the
Committee is confident will help further to
improve the organisation’s control
environment. This plan includes areas such
as business continuity planning,
organisation resilience and digital
advertising revenue.
External audit independence
The Committee is responsible for reviewing
Group overviewCorporate Governance
the independence of the Company’s
External Auditor, Deloitte LLP (Deloitte),
agreeing the terms of engagement with
them and the scope of their audit. Deloitte
has a policy of partner rotation, which
complies with regulatory standards, and, in
addition, Deloitte has a structure of peer
reviews for its engagements, which are
aimed at ensuring that its independence
is maintained.
Maintaining an independent relationship
with the Company’s External Auditor is a
critical part of assessing the effectiveness
of the audit process. European Union
legislation on permitted non-audit services
which came into effect from 17 June 2016,
introduced a permitted non-audit services
fee cap for certain services of 70% of the
average audit fee over a consecutive
three-year period. This cap was applicable
to the Group from the financial year ended
30 September 2020. The Committee has
agreed the Group’s policy on non-audit
fees, and this was reviewed by the
Committee during the year ended 30
September 2022. The Committee also
regularly reviews the level of audit and
non-audit fees paid to Deloitte. Key
principles of the policy on non-audit
services are:
• The Committee has approved a list of all
permitted non-audit services which are
allowed under UK statutory legislation
and complies with the European Union
Directive on audit and non-audit
services. These services include
audit-related services such as reviews of
interim financial information or any
other review of financial statements
required by law to be audited.
• The Audit and Risk Committee updated
its policy to ensure that non-audit
services listed in appendix B of the
FRC’s revised Ethical Standard 2019 are
not offered to the External Auditor.
• Any service that is on the list, if in
excess of £100,000, requires the
approval of the Committee.
During FY 2022, the External Auditor
provided services in relation to the Group’s
interim results and other independent
verification to third parties. The External
Auditor has also confirmed to the
Committee that they did not provide any
other non-audit and additional services,
and that they have not undertaken any
work that could lead to their objectivity and
independence being compromised.
The non-audit services supplied by the
External Auditor can be found in note 4 of
the financial statements. The 70% cap is
calculated separately for each firm,
meaning there is no requirement under the
FRC’s Revised Ethical Standard 2019 to
formally calculate the cap in the first three
years of Deloitte’s tenure (it will be
applicable from their fourth year as
auditors). However, as the calculation is
based on Deloitte’s first three years of fees
these will be closely monitored by the
Committee. The fees incurred for services
which would have fallen within the 70% cap
had it applied totalled £176,600,
representing around 22% of Deloitte’s
audit fee for FY 2022.
How the Committee keeps up to date
The Committee is kept up to date with
changes to Accounting Standards and
relevant developments in financial
reporting, company law, and the various
regulatory frameworks through
presentations from the Group’s External
Auditor, Chief Financial and Strategy Officer,
Risk and Compliance Director and the
Company Secretary. In addition, members
attend relevant seminars and conferences
provided by external bodies. The Committee
also receives tailored briefings from
management and the Group’s external
auditors from time to time.
The lead partner is rotated every five years.
Mark Tolley was appointed as the lead
audit engagement partner in FY 2021.
The Terms of Reference of the Audit and
Risk Committee include all the matters
required under the Code and are reviewed
annually by the Committee.
Assessment of audit process
The scope of the external audit is formally
documented by the auditor. The Committee
discussed Deloitte’s detailed audit plan
and strategy including the intended scope
of the audit, identification of significant and
elevated audit risks and the level of
materiality proposed. In respect of the
financial year ended 30 September 2022,
the Committee assessed the performance
and effectiveness of the External Auditor,
as well as their independence and
objectivity, on the basis of meetings, the
findings of the FRC Audit Quality Reviews
(AQR) published in July 2022 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. A
resolution to reappoint Deloitte LLP as
auditors for the year ending 30 September
2023 is being proposed to shareholders at
the Company’s AGM to be held on
Wednesday 8 February 2023. You can read
more about this in the Notice of AGM on
page 184. The Company has complied 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)
for FY 2022 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 2022 was
evaluated as part of the review described
on page 81. 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.
Looking forward
As well as the regular cycle of matters that
the Committee schedules for consideration
each year, we are planning over the next 12
months to:
• Continue to monitor legislative and
regulatory changes that may impact
the work of the Committee.
• Consider the impact of proposed audit
industry changes.
• Consider a wider range of topics for
Committee training.
The Committee’s report was approved by a
Committee of the Board of Directors on 29
November 2022 and signed on its behalf by
Alan Newman
Chair of the Audit Committee
29 November 2022
Annual Report and Accounts 2022 / 89
Directors’ Remuneration Report
Members
Mark Brooker
Rob Hattrell
Angela Seymour-Jackson
Since
(Chair since 1 Oct 2021) 2020
2018
2021
Details of individual Directors’ attendance can be found on
page 77.
Other Directors and executives, including the Board Chair, the
Chief Executive (CEO) and the SVP People 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.
This Directors’ Remuneration Report sets out how Future pays
its Directors (both Executive and non-Executive); the decisions
made on their pay in FY 2022; how much they received in
relation to the financial year ended 30 September 2022; and
an explanation of the changes proposed to our Remuneration
Policy (Policy) and details of how we propose to operate the
Policy for FY 2023.
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.
I stepped into the role of Remuneration Committee
Chair at Future in October 2021. It was clear from
my earliest conversations with shareholders that
there is a wide range of views on how executive
remuneration is structured at the Company, from
those who are very supportive of the current
approach to those who have meaningful concerns.
The extent of those concerns became clear at the Annual General
Meeting (AGM) in February 2022 when a majority of our shareholders
voted against the FY 2021 Directors’ Remuneration Report (DRR).
I have spent much of my first year in the role leading a review of whether we
should make changes to the current remuneration schemes and what our
policy for remuneration should be going forward. I have received input from
my fellow members of the Remuneration Committee and the wider Board,
management, external advisors, shareholder advisory bodies and, of course,
our shareholders themselves. As you will see set out below, we conducted
the most extensive shareholder consultation programme in our history and
the changes we are proposing in this Report are based directly on the
feedback received.
Shareholder engagement in FY 2022 – a summary
Period of engagement
June to August 2022
No. of shareholders:
42 (representing 80% of issued share capital)
No. of shareholders
providing feedback:
36 (22 meetings, 14 via written replies;
65% of issued share capital)
• Designing the incentive plans, including the setting of
incentive targets and overseeing all share awards.
No. of shareholder
advisory bodies:
3
• 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.
1) 2022 AGM outcome (including changes to the VCP) – page 91
2) FY 2023-2025 Remuneration Policy – page 114-119
Key areas discussed:
3) Leaver arrangements for our former CFO – page 91, 108
4) Adjustment to 2019 PSP award for Penny Ladkin-Brand – pages
92, 103-104
Key areas of focus in FY 2022
• Responding to the 2022 AGM voting outcome and direct
feedback received on existing remuneration arrangements.
• Developing a proposed Policy for FY 2023-2025 that reverts
to market norms for a FTSE Main Market company (for
approval at the 2023 AGM).
• Agreeing an approach to implementing the proposed Policy
in FY 2023 that reflects the broader business context and the
stakeholder experience, and aligns closely with our strategic
pillars and shareholders’ interests.
• Undertaking our most extensive shareholder consultation on
remuneration arrangements across the Group to date.
Key priorities in FY 2023
• Ensuring (subject to approval) that the proposed Policy is
implemented in line with our strategy and culture.
• Continuing to monitor remuneration practices across
Future and keeping abreast of developments in typical and
best practice across the wider market.
• Ensuring remuneration appropriately supports a successful
CEO transition.
Further details of the feedback in relation to each of these areas (which was
used to shape our final proposals and decisions) are set out in the preface to
the relevant section of this Directors’ Remuneration Report, as indicated by
the page numbers above.
We are extremely grateful to shareholders for their time and feedback and
we feel we achieved a good understanding of the wide range of views among
our investor base. I recognise it is not possible to address all elements of
shareholder feedback nor, I believe, is it the job of the Remuneration
Committee to do so. We have listened carefully to shareholders but
ultimately have taken decisions in relation to our response to the 2022 AGM
vote outcome, as well as the proposed Remuneration Policy, which we
believe best fit the needs of the Company and will drive value creation over
the long-term. However, by being mindful of shareholder views we hope we
have addressed adequately the key concerns raised during engagement in FY
2022 and, importantly, designed a Policy that not only reverts to a more typical
structure for the FTSE Main Market, but is fit-for-purpose and will garner wider
support from our investors than we have achieved in recent years.
The remainder of this letter provides a detailed overview of the key areas of
Committee focus during the year, as summarised in the table above.
90 / Future plc
Group overviewCorporate Governance
Reflecting on the 2022 AGM
The Committee, and Board as a whole, took the voting outcome at
the 2022 AGM very seriously. Following an evaluation of the
feedback received from shareholders in advance of (and following)
the AGM, the Committee concluded that shareholders’ concerns
focused primarily on two issues:
(a) the structure and continued use of the Value Creation Plan
(VCP), approved by 64.3% of shareholders at the 2021 AGM; and
(b) the treatment of outstanding incentives held by the outgoing
CFO, Rachel Addison, on cessation of her employment.
The Committee further reviewed each of these areas in detail,
recognising the strength of sentiment that led a majority of
investors to vote against the FY 2021 DRR resolution, and I used the
engagement process described on page 90 to elicit further direct
feedback from major investors on these matters.
The VCP
A recap of the design of the VCP is set out on page 101.
Although the VCP was supported by around two-thirds of
shareholders at the 2021 AGM, it is clear from my recent
engagement that there remains a diverse range of opinions
externally on the scheme; from those who strongly support the
strong pay-performance linkage and the all-employee nature of
the scheme, to those who fundamentally oppose (and not just at
Future) such highly-leveraged arrangements and the potentially
very significant payouts they can deliver to participants.
Acknowledging the majority support received for the scheme, the
Committee remains fully committed to the VCP over the remainder
of its life. We considered whether it would be appropriate to curtail
the scheme and replace it with an alternative, but concluded this
would not be the right approach for two reasons:
1. The close alignment of employee interests (c.3,000 colleagues
participate in the scheme) with those of our shareholders. Whilst
the awards are currently out-of-the-money and the targets are very
stretching, we believe there is still alignment with the long-term
strategy of Future and it provides the opportunity to achieve
competitive reward for above market shareholder returns over the
remainder of the performance periods.
2. Replacing the VCP now with another scheme would likely result
in a rebasing of targets to lower levels given the weaker external
environment we currently operate in. The Committee did not feel
this approach was aligned with the interests of our shareholders.
However, in the interests of balance, we are keen to address some of
the more common concerns raised by investors, by making the
following changes (investor feedback on which was broadly positive):
• Reiterating our commitment to providing detailed narrative in
each of the FY 2023, FY 2024 and FY 2025 remuneration reports
on how the Committee has evaluated the appropriateness of any
formulaic payouts under the VCP in the context of the underlying
performance of the Group, as measured by relevant financial and
operational metrics of success over the relevant period.
Those shareholders with which I engaged, while remaining divided
on the pros and cons of the VCP, were generally supportive of the
changes described above and these proposed modifications will
now be implemented. We also consulted on a voluntary reduction
in the opportunity under tranches 2 and 3 of the VCP, offered by
the CEO in response to investor feedback. Following the
announcement of the CEO’s intention to step down from the Board
by the end of 2023 (see page 74), the Committee considers that any
time pro-rating of awards will supersede an immediate reduction
in her outstanding units, and therefore will not implement this
amendment. The appropriate leaver treatment will be agreed in due
course once notice has been served and will be in line with our
Policy. We anticipate such treatment will result in a greater reduction
to Zillah’s VCP entitlement than the proposal on which we consulted,
and which the Committee therefore considers to be an appropriate
mechanism to address investor concerns about quantum.
The leaver arrangements for our former CFO
Most investors appreciated the additional disclosure provided as
part of the consultation and felt it explained well the Committee’s
decision-making in the context of protecting long-term value for
shareholders. They requested it be made available in this year’s
DRR (see page 108 of this Report). Some still expressed concern
over the treatment (particularly not deferring part of the FY 2021
bonus into equity) but were comforted by our confirmation that we
would not use this approach as a precedent going forward.
Our Remuneration Policy for FY 2023-25
As the resolution to approve the FY 2021 DRR did not pass at the
2022 AGM, the Committee spent considerable time during FY 2022
reviewing the Policy ahead of putting it to a binding resolution at
the 2023 AGM, and considering what changes were required to
better support the Group strategy. As part of the review, the
Committee also considered developments in market practice and
corporate governance as well as changes within our own business,
in proposing to revert to a more market-typical framework with
future long-term incentive awards being made under the PSP.
Direct feedback from shareholders has helped to shape our final
proposals, including a reversion to defining long-term incentive
award levels as a percentage of salary (rather than a fixed number
of shares) and a reduction to the exceptional award opportunity in
the scheme. No further VCP awards will be issued to incumbent or
newly-appointed Executive Directors. Further details of the Policy,
as well as a review of all changes and the investor feedback
received on these, are set out on pages 114-119 of this Report.
• Slightly lengthening the holding period for the Executive
Directors for tranche 3 of the VCP such that it extends beyond
another public results announcement by the Company; and
We have also taken this opportunity to refresh the rules of our PSP,
bringing them in line with market and governance best practice and a
resolution to approve these is included in the notice of meeting.
Annual Report and Accounts 2022 / 91
Directors’ Remuneration Report
Looking back – FY 2022 remuneration
The business context
It is important to start any discussion of the context for
remuneration decisions at Future by acknowledging the Company’s
very high performing management team, and to frame the
Committee’s activities and decisions in the context of Future’s
overall performance and the experience of key stakeholder groups;
in particular, our people.
Our performance
The Company has delivered another strong performance in
FY 2022 with adjusted diluted EPS growing 24% compared to prior
year and, while Future too has been impacted by the decline
experienced across global stock markets in 2022, TSR remains
strong. Other highlights:
We are pleased with the continued progress made during the year in
these important areas, and look forward to reporting on further
developments in the future.
Executive Director outcomes
As a result of Future’s continued strong performance, the Company
achieved Adjusted Operating Proft of £271.7 million, which was 9%
ahead of the target for the year. The Committee therefore approved
a payout of 88% of the maximum annual bonus opportunity for
Zillah Byng-Thorne and Penny Ladkin-Brand in respect of FY 2022.
In reaching this decision, the Committee considered the formulaic
outcome against the targets set at the start of the year, the impact of
acquisitions during FY 2022 and the broader underlying
performance of the Group. 50% of the bonus earned will be paid in
cash and 50% will be deferred in Future plc shares for two years.
Further details are included on page 100.
• Audience growth of +3% with online users of 313 million (FY 2021:
306 million).
• Adjusted operating profit growth of +39% to £271.7 million
(FY 2021: £195.8 million).
• Adjusted diluted EPS growth of +24% to 163.5p (FY 2021: 131.9p).
• Four acquisitions completed during the year and a further
acquisition completed in October 2022.
Our people (see also page 42)
The Remuneration Committee is regularly informed of pay and
employment conditions throughout the Group. This provides
valuable input into the Committee’s decision-making around
Executive Director remuneration, more so in FY 2022 as the
inflationary environment and increasing cost-of-living pressures
have continued to impact our workforce and society more broadly.
During the year, the Committee has been kept updated on:
• Awards under the Value Creation Plan (VCP) to new joiners, with
awards being made in February, May and September.
• Feedback from the Employee Engagement Survey, the
subsequent listening sessions and questions raised during Town
Hall sessions, from the Group’s SVP People on workforce
initiatives and employees’ perspectives on the Committee’s
decision-making process.
• Headline ratios, such as the CEO pay ratio (shown on page 106)
and our gender pay gap (available on our website). The
Committee uses this data to support its deliberations on
executive remuneration, but also to inform its assessment of
whether the Group’s reward principles are being met.
Of particular note, this year the Committee has provided direct
feedback on proposals around how Future is supporting its employees
through the ongoing inflationary environment and cost-of-living
pressures. It has been agreed that a tiered approach to salary inflation
will be implemented in FY 2023, with the highest percentage increases
being targeted at our lowest paid employees (see details in the base
salary section overleaf). Additionally, this year saw another strong
payout under the Group-wide profit pool, payment of which was partly
accelerated for colleagues below Board level to May to support with
ongoing cost-of-living challenges. A balancing payment (based on the
actual outturn) will be made at the normal time in December.
With regard to the Group’s longer-term incentives, performance
conditions attached to Performance Share Plan (PSP) awards made
on 25 November 2019 were tested to 30 September 2022. Over the
three-year performance period, the Company’s EPS growth and
absolute TSR performance (each representing 50% of the award)
exceeded the top end of the stretching performance ranges set at
grant. Accordingly, these awards will vest in full on 30 November
2022, and will thereafter be subject to a mandatory two-year
holding period. Further details are included on page 104.
The Committee is satisfied that overall pay outcomes in respect of
the year ended 30 September 2022 are appropriate and reflect
Future’s continued strong financial and operational performance,
and the experience of all key stakeholder groups. The annual bonus
outcome for the year reflects another year of material profit growth,
while vesting of the awards granted under the PSP in November
2019 reflects longer-term out-performance and value creation for
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 but, following consultation, did use
discretion to partially reinstate Penny Ladkin-Brand’s PSP award, as
described below. The Committee has not otherwise exercised
discretion this year.
Partial reinstatement of the 2019 PSP
award for Penny Ladkin-Brand
The Committee consulted shareholders on reinstating a portion of
Penny’s original 2019 PSP award as a result of her stepping back into
a full-time role as CFO, after it was originally scaled back when
Penny transitioned to the role of Chief Strategy Officer, with a
reduced three day per week time commitment. To reflect her return
to working five days per week, and in the interests of adhering to the
same principles we applied in originally reducing the awards, the
Committee considered it to be fair and equitable to increase the
number of shares under the award by 5,870 shares, from 27,654 to
33,524. A substantial majority of investors consulted as part of my
FY 2022 outreach were supportive of this adjustment, viewing it as a
positive signal and a true application of our diversity and inclusion
policy. Investors highlighted the importance of clear disclosure
around the adjustment, and a full breakdown of the relevant
calculations is therefore included on page 103.
92 / Future plc
Group overviewCorporate Governance Looking ahead – FY 2023 remuneration
Full details of our approach to executive remuneration in FY 2023
are included on pages 98 to 104.
The Committee also considered it to be in the interests of all
stakeholders (primarily shareholders and our workforce) to
increase Penny’s notice period to 12 months from either side
(previously six months), effective from 1 November 2022.
Base salary
As noted earlier, a tiered approach to salary inflation has been
implemented this year. In the UK we benchmark our entry salaries
against the living wage association. If a colleague is paid less than
the recently announced minimum, their salaries will be
uplifted accordingly.
Our lowest-paid colleagues have been awarded increases of 8.21%
and 7.29% (in line with outside of London living wage and London
living wage inflation respectively), while salaried colleagues on an
annual salary of less than £50,000 will receive an ex gratia
payment worth 2% of salary on top of the general 4% salary
increase, i.e. a total pay increase of 6% above the prior year.
Colleagues earning above this level will receive a 4% increase.
We have also conducted a review exercise in the US and
implemented state minimum salaries that we commit to paying
as a minimum.
In this context, Zillah Byng-Thorne’s salary (which has been frozen
since 2020) has therefore been increased by 4% from 1 November
2022, in line with the level of salary inflation for other senior
colleagues and below the average increase awarded to
the workforce.
As part of our consultation with shareholders, we highlighted our
commitment to reviewing overall pay levels for Executive Directors
in FY 2023 to ensure packages remain appropriately competitive
for the size and complexity of the Company under our new
remuneration framework (salaries having been set intentionally
low given the significant opportunity offered through the VCP).
However, following the announcement that Penny Ladkin-Brand’s
role was being expanded materially to include the role of Chief
Strategy Officer, the Committee concluded that it would be
appropriate to review Penny’s salary now to reflect her additional
responsibilities, sustained strong performance and her integral
role during a period of leadership transition. As an illustration of
the additional responsibilities under her expanded remit, Penny
will continue to lead all finance activities within the organisation
and additionally lead on inorganic growth opportunities and
execution of the strategy to deliver medium and long-term growth.
These roles were previously split.
Having taken into account these factors, the Committee has
resolved to increase her salary to £450,000 over two years. The
Committee notes that this base salary is within the market range
for other FTSE250 companies, notwithstanding that the role at
Future is broader and the incumbent an above-median performer.
The first of these increases (to £410,000) took effect from 1
November 2022, with a second increase due to be made from 1
October 2023 (aligning with the next financial year), subject to the
Committee satisfying itself around Penny’s continued individual
performance and Group results.
Pension
The pension contribution for Zillah Byng-Thorne will remain at 6%
of salary, being the rate available to the majority of the wider UK
workforce at the time that it was agreed to reduce Zillah’s previous
contractual entitlement. Penny Ladkin-Brand’s pension
contribution (currently 6% of salary) will be further reduced to 5%
of salary from 1 January 2023, to align with that available to new
joiners under our standard employment contract.
Annual bonus
The annual bonus will operate on a similar basis as last year.
Maximum opportunities are unchanged (200% of salary for the
CEO, 150% of salary for the CFSO), and half of any amounts earned
will be deferred in shares for two years. Performance will be
assessed primarily against Adjusted Operating Profit targets, as in
previous years. Reflecting more recent developments in investor
preference, we have amended the weighting of the bonus
make up, such that 90% of the total bonus amount is in relation to
AOP, with the introduction of a new ESG measure, making up the
remaining 10%. For FY 2023 the additional measure will be related
to staff engagement.
This is the Company’s first step along a path to include ESG metrics
in our incentive scorecards. We have started with a people measure
given our success as a business is closely tied to our ability to
recruit, retain and engage a highly talented workforce. As we move
forward, the Committee will keep under review the options to
broaden our ESG targets to include other measures which are
aligned to our strategy. We believe any metric used should be
quantifiable, measurable and ideally externally comparable. As our
benchmarking and measurement of these metrics matures we will
also consider whether the ESG targets should be included in our
annual bonus scheme, our long-term incentive plan, or both.
PSP
Earlier this year, the Committee consulted shareholders on the
reintroduction of the PSP to Policy, noting its intention at the time
was that awards would first be made in FY 2024. Following the
informal indication by Zillah Byng-Thorne that she would like to
step down by the end of 2023, the Committee (and Board more
generally) is keen to ensure that there remains a strong focus on
the Group’s longer-term profitability during the leadership
transition process. To support this aim, we have resolved to make a
PSP award to Penny Ladkin-Brand in February 2023 subject to
approval of the new Remuneration Policy. This award will be set at
half of the CFSO’s normal award level (i.e. 83.5% of salary) and, for
this cycle only, will be based 100% on 3 year EPS growth. Further
details of this award are included on page 104.
Zillah Byng-Thorne
On 20 September 2022, it was announced that Zillah Byng-Thorne
had informally indicated her intention to step down from the Board
by the end of calendar year 2023. The Committee will determine
Annual Report and Accounts 2022 / 93
Directors’ Remuneration Report
the appropriate treatment of Zillah’s remuneration arrangements
once the timing of Zillah’s leaving has been agreed, and which
shall be in accordance with the Directors’ Remuneration Policy
and the terms of her employment agreement. Further details will
be disclosed at the appropriate time.
Conclusion
Ensuring that our remuneration approach, practices and outcomes
fully support our strategy is the overarching priority for FY 2023,
particularly as we transition to new leadership for the Company. I
hope that you find this Report a clear account of our decision-
making process during the year and the steps that the Committee
has taken to address shareholder feedback received both at the
last AGM and over recent years. Given the long-term nature of our
remuneration schemes, the Committee does not think it is
appropriate to make wholesale changes immediately. However,
through the adjustments we are making to the VCP and the new
Remuneration Policy we hope that shareholders can see the
direction of travel is bringing Future’s remuneration schemes
closer to what is typical for a FTSE Main Market company.
Finally, I would like to take this opportunity to thank my fellow
Committee members for their contributions during the year and
the shareholders and proxy agencies for their input and
engagement during this Remuneration Policy review, to help
shape the new Policy presented in this Report. During this
consultation we were pleased to be able to engage with so many
of the Company’s major shareholders. I welcome all shareholders’
feedback on this report ahead of our AGM and we look forward to
receiving your support for our new Remuneration Policy and
Annual Report on Remuneration at our AGM on 8 February 2023.
This Report has been prepared in
accordance with the provisions of the
Companies Act 2006, and Schedule 8 of
the Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 (as amended). It also
meets the requirements of the UK
Listing Authority’s Listing Rules and the
Disclosure and Transparency Rules.
In accordance with the Regulations, the
following sections of the Remuneration
Report are subject to audit:
Subject Matter
Page
The single total figure of remuneration
for Directors and accompanying notes
98
Directors’ interests in share schemes
110-111
Payments to past Directors
The statement of Directors’
shareholdings and share interests
108
109
The remaining sections of the Report are
not subject to audit.
Mark Brooker
Chair of the Remuneration Committee
29 November 2022
94 / Future plc
Group overviewCorporate Governance Remuneration at a glance
The main features of the Policy as applied in FY 2022 are summarised in the table below. The table also includes details of how the Policy is
intended to apply in FY 2023 if approved by shareholders at the 2023 AGM:
Element of
remuneration
Base salary
See page 99 for
more details
Pensions and
benefits
See page 99 for
more details
Application of the Remuneration Policy
FY 2022
FY 2023
Paid over the financial year
• CEO: £575,000 (no change, set in FY 2020).
• CEO: £575,000, increasing to £598,000 (+4%) from 1
• CFO: £355,250 from 31 October 2021, increased to
£362,355 (+2%) from 1 January 2022, in line with the wider
workforce.
November 2022 in line with other senior executives and
below the average for the wider workforce.
• CFSO: £362,355, increasing to £410,000 (+13%) from 1
November 2022 as part of a two-stage phased increase to
reflect Penny Ladkin-Brand’s increased responsibilities as
Chief Financial & Strategy Officer (see page 99).
No change to Policy.
• CEO: 10.5% of salary from 1 October 2021, reduced to 6%
• CEO: 6% of salary.
of salary from January 2022.
• CFO: 6% of salary.
Benefits comprise principally car allowance, private health
insurance and life assurance.
• CFSO: 6% of salary, reducing to 5% of salary from 1 January
2023.
No changes to the availability of other benefits.
Policy amended to remove reference to the cap of 15% of basic
annual salary, reflecting that incumbent Executive Director
pensions will be in line with the relevant workforce rate.
Paid in the year after the relevant financial year
Annual bonus
See page 100 for
more details
Maximum opportunities of:
• CEO – 200% of salary.
• CFO – 150% of salary.
Based on Adjusted Operating Profit, with any bonus payable
50% in cash in November 2022; and 50% in Future shares,
deferred for a further two years.
Awards are subject to malus and clawback (see page 116).
No change to opportunities, overall structure or malus and
clawback provisions.
The performance measures for FY 2023 will be 90% on
Adjusted Operating Profit and 10% on ESG metrics.
No change to Policy.
Vest at least three years after grant, subject to performance conditions, with a post-vest holding period
Value Creation
Plan
See page 101 for
more details
Following the making of awards under the VCP in FY 2021,
no further awards were made to the CEO in FY 2022. The
award for Penny Ladkin-Brand was increased (as set out on
page 101) on her promotion to CFO.
No further awards under the VCP will be made to Executive
Directors.
VCP removed from proposed Policy.
Performance
Share Plan
See page 103 for
more details
No PSP awards were made to Executive Directors in FY
2022 (save for the time pro-rated reinstatement to Penny
Ladkin-Brand’s 2019 PSP award, see page 103 for further
details).
Shareholding
requirements
See page 109 for
more details
• Zillah Byng-Thorne: 400% of salary.
• Penny Ladkin-Brand: 300% of salary.
Subject to approval of the Policy, Penny Ladkin-Brand will be
granted an award of 83.5% of salary shortly following the
2023 AGM, based 100% on three-year EPS performance (see
page 104). No PSP awards will be granted to Zillah Byng-
Thorne in FY 2023.
Under the revised Policy and in response to shareholder
feedback, PSP award levels will be defined as a multiple
of salary (rather than a fixed number of shares) and the
exceptional maximum limit will be reduced.
Normal maximum annual award face value: 200% of salary
Exceptional maximum annual award face value: 300% of
salary
No change for Zillah Byng-Thorne or Penny Ladkin-Brand.
In the proposed Policy, the shareholding requirement for new
Executive Directors will be set at 200% of salary.
Annual Report and Accounts 2022 / 95
Directors’ Remuneration Report
2022 outcomes
Performance measure
and % payout
Threshold3
25%
Target3
50%
Maximum3
100%
Actual
% weighting
% of maximum
achieved
Annual Bonus
Adjusted Operating Profit
£241.8m
£248.0m
£279.0m
£271.7m
100%
Overall
Performance measure
PSP1
Threshold
25%
(50%)
Maximum
100%
Adjusted EPS in FY 2022
56p (7% CAGR)
62p (10% CAGR)
71p (16% CAGR)
Absolute TSR2
6% per annum
15% per annum
163.5p
15.1%
50%
50%
Overall
88%
88%
100%
100%
100%
1. Representing 100% of LTIP awards granted in November 2019, vesting of which was dependent on performance to 30 September 2022. See page 104 for further details.
2. Based on TSR performance between 30 September 2019 and 30 September 2022, with three-month averaging.
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. The Dennis acquisition met this
threshold but was factored into the targets when they were set. The other smaller in-year acquisitions did not meet this threshold.
Remuneration across the company
The Remuneration Committee is responsible for the remuneration
of the Executive Directors and Board Chair and has oversight of
senior executive and all employee remuneration policies. This
includes ensuring that the Committee is satisfied that all relevant
regulatory requirements have been complied with in connection
with employees of Future’s regulated subsidiary.
and other colleagues within the Group. While comparison metrics
are not used to determine pay policy, remuneration at all levels in
Future is designed to support its remuneration principles, long-
term business strategy and core purpose. It is also designed to be
consistent with and support the Company’s core values.
In setting the remuneration of the Executive Directors and other
senior executives, the Committee is mindful of the importance of
an appropriate relationship between the remuneration policies and
practices for the Executive Directors, senior executives, managers
The structure of reward necessarily differs based on scope and
responsibility of role, level of seniority and location.
The table opposite illustrates how the core elements of Executive
Director, ELT and wider Future leadership teams’ pay align with the
wider workforce.
96 / Future plc
Group overviewCorporate Governance Remuneration across the company
Eligibility
Element of
remuneration
Details
Employees at all
levels
Base salary
Salaries are generally reviewed annually, taking into account Company and individual
performance, experience and responsibilities. Future is committed to ensuring UK pay for
colleagues is above living wage levels, and introduced US tiered living wage in 2021.
Benefits
Pension
Employees across all levels of the business are eligible for a range of competitive, voluntary
benefits. For all employees, Future offers health benefits, a cycle to work scheme, unlimited
holiday, and enhanced maternity, paternity and adoption leave.
Pension planning is an important part of Future’s reward strategy for all employees because
it is consistent with the long-term goals and horizons of the business, an approach it has
been practising for a number of years. The specific Company offering differs by jurisdiction.
All-employee share
plans
UK and US employees are strongly encouraged to become shareholders through the Share
Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and those participating are
able to express their views in the same way as other shareholders.
VCP
Colleagues at all levels participate in the VCP, which was introduced and granted in FY 2021
(and in which unallocated units have been awarded to new joiners since that date).
Executive
Directors and
other senior
leadership
Executive
Directors only
Performance-related
bonus - cash
All employees below Board level are eligible to participate in the profit pool, with outcomes
based on Group performance. Maximum opportunities vary by employee level and
jurisdiction.
Other long-term
incentives
Key members of the senior management population are eligible to participate in long-term
incentive arrangements. Incentives for senior management have an emphasis on share
awards and the performance metrics align with those used at Board level.
Performance-related
bonus - Deferred
Annual Bonus
Scheme (DABS)
Currently only Executive Directors are required to defer a proportion of their performance-
related bonus into Future shares under the DABS, which supports shareholder alignment. As
a result, Executive Directors are the only participants in the Scheme.
Shareholding
guidelines
All employees are strongly encouraged to become shareholders to allow them to share
in the success of the Company. However, currently only Executive Directors are subject to
formal shareholding guidelines (both in-post and post-exit).
Annual Report and Accounts 2022 / 97
Annual report on remuneration
The following section provides details of how the existing Directors’ Remuneration Policy was applied for the year ended 30 September 2022,
and how the Committee intends to apply the proposed Policy in the year ending 30 September 2023.
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 2022.
£'000
Executive Directors
Zillah Byng-Thorne
Penny Ladkin-Brand6
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker7
Hugo Drayton8
Rob Hattrell
Alan Newman9
Angela Seymour-Jackson10
Former Executive Directors
Rachel Addison11
Total
Year
end 30
September
(A) Basic
salary
or fees1
(B)
Taxable
benefits2
(C)
Annual
bonus3
(D)
PSP4
(E)
Pension
benefit5
TOTAL
SINGLE
FIGURE
(A+B+E)
Total
fixed
(C+D)
Total
variable
2022
2021
2022
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
575
575
331
206
202
57
55
67
55
77
75
57
55
67
65
82
33
30
354
1,549
1,469
17
17
11
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
13
29
30
1,012
1,150
437
1,131
6,581
565
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
533
1,449
1,683
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,696
7,030
41
67
18
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,776
8,390
1,362
206
202
57
55
67
55
77
75
57
55
67
65
82
33
633
659
360
206
202
57
55
67
55
77
75
57
55
67
65
82
33
2
21
61
88
33
921
4,784
10,300
33
388
1,639
1,587
2,143
7,731
1,002
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
533
3,145
8,713
Notes:
1. Meredith Amdur is US-based. During FY 2022 Meredith received US$73,600 (FY 2021: US$72,000 ) as remuneration (Sterling equivalent shown in the table above using the exchange of £1 = US$1.3).
2. Benefits for Executive Directors comprise principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any non-Executive Director in the year.
3. Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the DABS. Details relating to the Annual Bonus are set out on page 100.
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). 2022 figure: relates
to 100% of the PSP awards granted on 23 November 2019 which will vest on 30 November 2022 following the achievement of the absolute TSR and adjusted EPS targets for the three-year period ended 30
September 2022. The value of these awards has been calculated using the three-month average share price to 30 September 2022 of 1,683.9p. Further details relating to the PSP are set out on page 103.
2021 figure: relates to 100% of the PSP awards granted on 23 November 2018 which vested 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 recalculated using the spot closing price on vest date of 3,346p and is therefore different to the numbers reported in last year’s
report (which had been based on a three-month average share price to 30 September 2021).
5. Zillah Byng-Thorne, Penny Ladkin-Brand 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.
6. Penny Ladkin-Brand was reappointed to the Board as Chief Financial Officer on 1 November 2021. Her remuneration arrangements during 2022 were in line with the prevailing Remuneration Policy and
consistent with those of her predecessor, namely; a salary of £355,250 per annum that increased 2% on 1 January 2022 ; a pension contribution (currently 6% of salary) which will be further reduced to 5% of
salary from 1 January 2023, to align with that available to new joiners under our standard employment contract; and a maximum annual bonus opportunity of 150% of salary.
7. Chair of the Remeration Committee.
8 Senior Independent Director and Chair of the Responsibility Committee.
9. Chair of the Audit and Risk Committee.
10. Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.
11. Rachel Addison stepped down from the Board on 31 October 2021. The figures shown in the table above relate to the period 1 October 2021 to 31 October 2021. Details of Rachel’s other remuneration in
connection with her cessation of employment are set out in the relevant section on page 108.
98 / Future plc
Group overviewCorporate Governance Context for remuneration decisions
The context for the Committee’s decision-making this year is
set out in the introductory letter on pages 90 to 94.
The purpose of our remuneration policy is to deliver a
remuneration package that:
• Attracts and retains high calibre Executive Directors and senior
managers in a challenging and competitive business
environment
• Avoids unnecessary complexity, delivering an appropriate
balance between fixed and variable pay for each Executive
Director and the senior management team
• Encourages long-term performance by setting challenging
targets linked to sustainable growth
• Is aligned to the achievement of the Group’s objectives and
stakeholder interests and to the delivery of sustainable value to
shareholders
• Seeks to avoid creating excessive risks in the achievement of
performance targets
• Is consistent with the Company’s purpose and values
• Is commensurate with pay conditions across the Group
• Is aligned to the reward principles set out on page 113
• Takes into account underlying business performance and the
wider stakeholder experience
All our decisions as a Remuneration Committee are framed by
this context.
BASIC SALARY
The Committee takes into account a number of internal and external
factors when reviewing salary levels. These factors include the
performance of Future during the year, historic increases made to the
individual and, to ensure a consistent approach, the salary review
principles applied to the rest of the organisation. To date, Executive
Director base salaries have been deliberately positioned below
relevant market benchmarks, acknowledging the significant
opportunity offered through the VCP.
FY2022
The CEO’s salary was fixed for a period of two years in FY 2020 and
she received £575,000 in FY 2022 (£575,000 in FY 2021). Rachel
Addison was an Executive Director until 31 October 2021 and
received an annual salary of £355,250 until her termination date of
31 December 2021. Penny Ladkin-Brand was appointed as CFO and
as an Executive Director on 1 November 2021, on a salary of
£355,250 per annum. She received a 2% increase to her base salary,
in line with the wider workforce, to £362,355 per annum with effect
from 1 January 2022.
FY 2023
Zillah Byng-Thorne’s salary will increase by 4% (to £598,000 per
annum), with effect from 1 November 2022. This is in line with other
senior colleagues, and below the average increase awarded to
the workforce.
As detailed on page 93, following the announcement that Penny
Ladkin-Brand’s role was being expanded materially to include the
role of Chief Strategy Officer, the Committee concluded that it would
be appropriate to review Penny’s salary to reflect her additional
responsibilities, sustained strong performance and her integral role
during a period of leadership transition.
Having taken into account these factors, the Committee has
resolved to increase her salary to £450,000 over two years to reflect
this broader role and that Penny is an above-median performer. The
first of these increases (to £410,000) took effect from 1 November
2022, with a second increase due to be made from 1 October 2023
(aligning with the new financial year), subject to the Committee
satisfying itself around Penny’s continued individual performance
and Group results.
PENSION AND BENEFITS
Pension entitlements
The only element of remuneration that is pensionable is basic annual
salary. Employer’s pension contributions were payable to the
Executive Directors as a salary supplement. This additional cash
payment is not included in determining their entitlement to any
performance-related bonus, share-based incentive or pension. The
Company had no liability in respect of the Executive Directors’
pensions as at 30 September 2022. The normal retirement age under
the scheme rules is 75.
FY 2022
Employer pension contributions were payable to the Executive
Directors as a salary supplement, at a rate of 10.5% of basic annual
salary for the CEO (from 1 January 2021) reducing to 6% from 1
January 2022 and 6% of basic annual salary for Penny Ladkin-Brand.
Rachel Addison received a cash supplement in lieu of pension
contribution of 6% of basic salary until her termination date of 31
December 2021.
FY 2023
Zillah Byng-Thorne will receive a cash supplement in lieu of pension
contribution of 6% of basic annual salary. Penny Ladkin-Brand’s
pension contribution will be reduced to 5% of salary from 1 January
2023, in line with that available to other new joiners on our current
standard UK employment contract.
Benefits
Benefits are provided at an appropriate level taking into account
market practice at similarly sized companies and the level of benefits
provided for other employees in the Company. Core benefits include
car allowance, private health insurance and life assurance. The
current Executive Directors also have the opportunity to participate
in the Company’s SIP on the same terms as other UK employees.
Annual Report and Accounts 2022 / 99
Annual Report on Remuneration
ANNUAL BONUS
The Company operates an annual bonus for the Executive Directors.
Maximum opportunities are 200% of salary for the CEO and 150% of
salary for the CFSO. The Committee believes that the overall annual
bonus structure, including opportunity levels and deferral
mechanism, remains largely appropriate for Future at this time.
FY 2022
100% of the Executive Director bonus opportunity for FY 2022 was
linked to Adjusted Operating Profit (AOP) performance (defined as
adjusted earnings before interest and tax), with the maximum award
being dependent on an overperformance vs target of 112.5%. Rachel
Addison was not eligible to receive a bonus for FY 2022 reflecting her
stepping down from the Board.
Actual AOP performance for the year of £271.7 million exceeded
the target of £248.0 million by 10% (equivalent to 27% growth on
the prior year), resulting in a formulaic outcome of 88% of
maximum for this element.
Under the current scheme design, adjustments can be made to
targets for material acquisitions, defined as those that contribute
more than 15% of the total Group’s AOP for the relevant financial
year. The Dennis acquisition had been factored into these targets
when they were set. Other, smaller, in-year acquisitions did not
meet the materiality threshold, but were reviewed.
Performance
measure
Threshold
£m
Adjusted
Operating Profit
241.8
Target
£m
248.0
Overall
Max
£m
279.0
Actual
£m
271.7
%
weighting
100%
% of maximum
achieved
88%
100%
In confirming this outcome, the Committee took into account the broader financial and operational performance of the Group during the year,
the shareholder returns generated, the experience of our key stakeholder groups, and the strong and effective leadership demonstrated by the
Executive Directors.
In accordance with the Remuneration Policy, 50% of these bonus amounts has been paid in cash for the Executive Directors, with the remaining
50% to be converted to Future shares under the Deferred Annual Bonus Scheme (DABS) and deferred for two years.
Executive
Base Salary
Maximum
opportunity
(% salary)
Performance
outcome
(% of maximum)
Bonus outcome £ …of which cash £ …of which shares
Zillah Byng-Thorne
575,000
Penny Ladkin-Brand
330,975
200%
150%
88%
88%
£1,012,000
£506,000
£506,000
£436,886
£218,443
£218,443
Overall
100%
DABS Awards granted during the year to 30 September 2022
Awards granted to Executive Directors under the DABS during the year in respect of the FY 2021 annual bonus are as set out below. The value of
these DABS awards is captured in the FY 2021 single figure of remuneration. Penny Ladkin-Brand’s FY 2021 annual bonus related to her previous
role and so was not subject to deferral.
Executive Director
Date of award
Face value
Number of shares
Vesting date
Zillah Byng-Thorne
9 February 2022
£575,000
19,993
The first Dealing Day after
the announcement of the
FY 2023 results
1. The share price used to calculate the number of shares was £28.76 (the mid-market quote (MMQ) on 8 February 2022).
100 / Future plc
Group overviewCorporate Governance DABS Awards vested during the year to 30 September 2022
Awards granted under the DABS in November 2019 in respect of the
FY 2019 annual bonus reached the end of the mandatory deferral
period and were released to Executive Directors on the first dealing
day after the announcement of the FY 2021 results, as set out below.
The value of these DABS awards was captured in the FY 2019 single
figure of remuneration.
Executive
Director
Date of award
No. of
shares
Vesting date
Zillah Byng-Thorne
25 November 2019
25,194
24 November 2021
LONG-TERM INCENTIVE PLANS
Value Creation Plan (VCP)
The VCP was created as an all-employee scheme to match an
ambitious vision for the Group and to reward the entire team if
they could deliver it. The main aims of the VCP included:
• incentivising a very high performing senior leadership team
through an incentive structure that offers meaningful reward if
the growth plan is successful;
• closely aligning the shareholder experience with reward
Penny Ladkin-Brand
25 November 2019
12,155
24 November 2021
outcomes for our workforce; and
FY 2023
The Company will continue to operate a profit pool bonus for all
employees across the Group. The annual bonus for the Executive
Directors will operate on a similar basis to that operated for FY 2022.
The maximum opportunity will remain at 200% of salary for the CEO
and 150% of salary for the CFSO. Taking into account more recent
developments in investor preference, we have amended the
weighting of the bonus scorecard going forward, such that 90% of
the total bonus amount is in relation to AOP, with the introduction of
a new ESG measure, making up the remaining 10%. For FY 2023 the
additional measure will be related to staff engagement given that
our success as a business is closely tied to our ability to recruit,
retain and engage a highly talented workforce. The ESG metric will
be reviewed on an annual basis to ensure it remains appropriate for
our strategy and the metric used will be quantifiable, measurable
and, where possible, externally comparable. 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, 50% of any bonus earned will be deferred in Future shares for
two years under the DABS.
• further strengthening the entrepreneurial and ambitious culture
on which Future’s success is based through all employees
participating in an equity scheme structured on broadly
consistent terms.
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 subject to an
additional holding period. Awards under the VCP are subject to
malus and clawback provisions.
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 earned under the VCP will be
subject to the Committee satisfying itself that the recorded
outcome is a fair reflection of the underlying business
performance over the period.
Full details of the mechanics of the VCP are included on page 103 of
the FY 2020 DRR.
FY 2022
The VCP unit allocation for Penny Ladkin-Brand was increased on her
stepping back into the role of CFO, bringing her overall opportunity
into line with that set for the CFO at the outset of the VCP.
Annual Report and Accounts 2022 / 101
Annual Report on Remuneration
Executive Director
Date of award
Number of units
Total units
Vesting date
Penny Ladkin-Brand
9 February 2022
27,472 (first tranche)
47,472
43,000 (second tranche)
63,000
43,000 (third tranche)
63,000
After the publication of the full
year results for FY 2023
After the publication of the full
year results for FY2024
After the publication of the full
year results for FY20251
1.As explained below, the post-vest hold period for tranche 3 has been extended
FY 2023
No further VCP units will be granted to Executive Directors.
As detailed in the Chair’s Statement, following the voting outcome
for the remuneration resolution at the 2022 AGM, the Committee
undertook a detailed consultation to understand shareholder
concerns with the VCP scheme and to elicit feedback on a number of
proposed changes, including a lengthening of the holding period for
tranche 3 of the VCP (see page 91). These changes will be
implemented during FY 2023, as outlined below.
The Committee has considered in detail those aspects of the VCP
design where it has received further constructive feedback. As
described in detail in the letter at the start of this Directors’
Remuneration Report, we are now intending to make some
changes to the implementation of the plan, which it is hoped will
provide investors with sufficient comfort to be able to support the
retention of the in-flight VCP awards.
(i) Incentive time horizon
The VCP consists of multiple tranches with performance and
vesting periods of three, four and five financial years. This
approach aims to ensure sustained TSR performance is required
over multiple years for colleagues to achieve a maximum payout
from the scheme.
For Executive Directors, any shares vesting from tranche 1 are
required to be held for two years after vesting, whilst shares
vesting from tranche 2 must be held for an additional one-year
period (in both cases to November 2025). Shares vesting from
tranche 3 are subject only to a shorter holding period, being
released on the fifth anniversary of grant in April 2026. This overall
vesting / hold period profile was originally intended to ensure that
the VCP aligned with best practice governance expectations
around minimum incentive horizons and broader FTSE practice.
Feedback from shareholders suggests that some are concerned that
vesting of the VCP tranches creates a cliff-edge whereby
participants receive shares from each tranche simultaneously. As we
show in the table overleaf, this is not the case. Vesting from each of
tranches 1, 2 and 3 is spaced at 12-month intervals (being November
2023, November 2024 and November 2025 respectively).
After each tranche has vested there is then a holding period during
which the participant cannot sell any vested shares. It should be
noted that this is not intended as a retention mechanism. Should a
participant leave the Company during the holding period, they
would normally be able to retain their shares (albeit still subject to
the restriction). The holding periods reduce from two years for
tranche 1, to one year for tranche 2 and finally five months for
tranche 3 to reflect the longer performance periods of these
tranches (four and five years respectively). We designed the holding
periods such that there would be at least one public results
announcement from the Company between the end of the relevant
performance window and the end of the holding period. In the case
of tranche 1 there will actually be five public results announcements
in this period (FY 2023, HY 2024, FY 2024, HY 2025 and FY 2025),
for tranche 2 there will be three results announcements (FY 2024,
HY 2025 and FY 2025) and currently for tranche 3 there would be
one results announcement (FY 2025). These announcements are
important as they provide an opportunity to validate that the share
price used for calculating the vesting outcome of each tranche
(three-month average to end of the performance window) is
reflective of sustained business performance before the shares can
be sold. Given the feedback received, we have reviewed the holding
period of tranche 3 and have extended it slightly such that the
release date is after publication of the half year results for FY 2026.
The key dates for each tranche can be seen in the table overleaf:
102 / Future plc
Group overviewCorporate Governance Tranche
Performance
period ends
Vest date
Current end
of holding
period
Revised end
of holding
period
Sept-2023 Nov-2023 Nov-2025 Nov-2025
Sept-2024 Nov-2024 Nov-2025 Nov-2025
1
2
3
Sept-2025 Nov-2025 Apr-2026 May-2026 FY25, HY26
Results
announcements
between end
of performance
window and end
of hold period
FY23, HY24,
FY24, HY25,
FY25
FY24, HY25,
FY25, FY25
The Committee believes that this revision appropriately reflects the
feedback received from shareholders, ensuring that each tranche is
followed by a holding period which covers at least two sets of
results. The Committee considers that this adds a further safeguard
of the sustainability of the value created by reference to reported
financial and non-financial outcomes.
(ii) Single performance measure
As noted above, value creation under the VCP is calculated with
reference to Future’s absolute TSR over three performance periods.
The use of a single performance measure is simple, but considered
by some investors to be too one-dimensional. We also note
concerns that the use of absolute TSR potentially rewards general
market movements (i.e. rather than the efforts of our colleagues).
In order to ensure that payouts under the scheme are appropriate,
we designed the VCP such that the ultimate release of any shares is
subject to the Committee satisfying itself that the recorded share
price performance is a fair reflection of the underlying performance
of the business (see FY 2020 DRR, page 103). Reflecting subsequent
feedback received from investors, the Committee can confirm that
it remains committed to providing a detailed narrative on its
assessment of underlying performance in future DRRs, including
further information on the range of financial and operational
metrics considered. We have deliberately not set specific
performance measures or targets, preferring that this
determination is based on a holistic assessment reflecting all
relevant factors at the time (and which may evolve over the
five-year VCP term).
We also consulted on a voluntary reduction in the opportunity
under tranches 2 and 3 of the VCP, offered by the CEO in response
to investor feedback. Following the announcement of the CEO’s
intention to step down from the Board by the end of 2023 (see
page 74), the Committee considers that any time pro-rating of
awards will supersede an immediate reduction in her outstanding
units, and therefore will not implement this amendment. The
appropriate leaver treatment will be agreed in due course once
notice has been served and will be in line with our Remuneration
Policy. We anticipate such treatment will result in a greater reduction
to Zillah’s VCP entitlement than the proposal on which we consulted,
and which the Committee therefore considers to be an appropriate
mechanism to address investor concerns about quantum.
Performance Share Plan (PSP)
FY 2022
As detailed in the Chair’s Statement, a portion of Penny Ladkin-
Brand’s 2019 PSP opportunity that was previously scaled back to
reflect her role change in 2020, was reinstated during FY 2022 to
reflect her having resumed the role of CFO and having stepped back
into a full-time position. The reinstated portion is as set out below:
Executive Director
Date of award
Market
value on
date of
award
Shares
granted
Penny Ladkin-Brand
9 Sept 2022
5,870
£96,738
This reinstatement is considered by the Committee to be fair and
equitable, following the same time prorating principles as had
applied in originally reducing her outstanding PSP as she moved to a
three day per week time commitment as Chief Strategy Officer (CSO),
as shown below. The original PSP award was for 41,337 shares.
Original time prorating calculation
Time
commitment
(% FTE) (A)
Role
From
To
% of period
in role (B)
Applied
to original
2019
award
(41,337 x A
x B)
CFO 100%
25 Nov 2019 31 May 2020 17.25%
7,130
CSO 60%
1 Jun 2020 1 Nov 2022 82.75%
20,524
Reduced
award
27,654
Revised time prorating calculation:
Time
commitment
(% FTE) (A)
Role
CFO 100%
From
To
25 Nov
2019
31 May
2020
Applied
to original
2019
award
(41,337 x A
x B)
% of period
in role (B)
17.25%
7,130
CSO 60%
1 Jun 2020 31 Oct 2021 47.25%
11,719
CFO 100%
1 Nov-2021
25 Nov
2022
35.50%
14,675
Revised
award
33,524
(+5,870)
Annual Report and Accounts 2022 / 103
Annual Report on Remuneration
As highlighted in the introductory letter on page 92 we discussed
this adjustment to Penny Ladkin-Brand’s 2019 PSP award with our
shareholders as part of the consultation. An overwhelming majority
of investors are supportive of the adjustment to Penny’s 2019 PSP
award. They view it as a strong signal by the organisation that we
will support employees who wish to return to full-time work and a
true application of our DE&I policy.
No PSP awards were granted to Zillah Byng-Thorne during FY 2022.
Performance conditions attached to 2019 PSP awards were tested
to 30 September 2022. Over the three-year performance period,
the Company’s adjusted EPS growth and absolute TSR
performance (each representing 50% of the award) exceeded the
targets set at grant.
Measure
Targets
Outcome
Vesting
Adjusted
EPS for year
ended 30
September
2022
0% vesting below 7% CAGR (56p)
25% vesting for 7% CAGR (56p)
50% vesting for 10% CAGR (62p)
100% vesting for 16% CAGR (71p)
Straight-line vesting between
these points
0% vesting below 6% p.a.
25% vesting for 6% p.a.
100% vesting for 15% p.a.
Straight-line vesting between
these points
Absolute TSR
(between 30
September
2019 and 30
September
2022, with
three-month
averaging)
51% CAGR
163.5p
100%
15.1% p.a.
100%
As with the annual bonus, in confirming this outcome the
Committee took into account the broader financial and operational
performance of the Group over the three-year performance period,
the strong returns generated for shareholders and the effective
leadership demonstrated by the Executive Directors. Accordingly,
these awards will vest in full on 30 November 2022, and will
thereafter be subject to a mandatory two-year holding period:
Executive
Shares
subject to
award
Performance
outcome (% of
maximum)
Share price
on vesting1
PSP
outcome
Zillah Byng-Thorne
67,185
100%
1,683.9p
£1,131,328
Penny Ladkin-Brand 33,524
100%
1,683.9p
£564,511
1. three-month average share price to 30 September 2022.
The value attributable to share price appreciation above the share
price at the date of grant (1,480p) was c.£137,000 for Zillah
Byng-Thorne (c.12% of the total value reported) and c.£68,355 for
Penny Ladkin-Brand (c.12% of the total value reported). The
Committee has not exercised any discretion in respect of this share
price appreciation.
FY 2023
Earlier this year, the Committee consulted shareholders on the
reintroduction of the PSP to Policy, noting its intention at the time
was that awards would first be made in FY 2024. Following the
informal indication by Zillah Byng-Thorne that she would like to
step down by the end of 2023, the Committee (and Board more
generally) is keen to ensure that there remains a strong focus on
the Group’s longer-term profitability during the leadership
transition process. To support this aim, we have resolved to make a
PSP award to Penny Ladkin-Brand in February 2023 following
approval of the new Remuneration Policy. This award will be set at
half of the CFSO’s normal award level (i.e. 83.5% of salary) and, for
this cycle only, will be based 100% on three year EPS growth to FY
2025. Details of the targets applying to this award – which were set
having considered a range of relevant internal and external reference
points – are included in the table below:
Measure
Target
Vesting outcome1
Adjusted EPS for year
ended 30 September
2025
Below 176p
176p
189p
200p
0%
25%
50%
100%
1. Straightline vesting between these points.
These targets represent underlying EPS CAGR of 5% at threshold
vesting, 7.5% at 50% vesting and 10% at maximum vesting. The
specific EPS targets have been set recognising the negative impact
expected over the performance period from rising corporation tax and
interest rates. In the current economic climate the Committee believes
these targets are appropriately stretching.
Zillah Byng-Thorne will not receive a PSP award during FY 2023.
104 / Future plc
Group overviewCorporate Governance Percentage change in remuneration of Directors and employees
As required under the reporting regulations, the Committee
reviews the year-on-year change in the level of Board Director
salaries, fees, taxable benefits and bonus payments, compared
with the wider workforce. This analysis will be built up over time to
display a five-year 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 movements in the number of employees. The comparator
group used is all Future employees, although as noted below, a
change in the geographic mix of our workforce has resulted in a
decrease in average all employee remuneration. For FY 2021 the
percentage increases reported for certain Directors reflect
voluntary reductions taken in FY 2020.
Director1
Basic salary/fee2
Taxable benefits
Bonus3
Executive Directors
FY 2022
FY 2021
FY 2020
FY 2022
FY 2021
FY 2020
FY 2022
FY 2021
FY 2020
Zillah Byng-Thorne
Penny Ladkin-Brand
Rachel Addison
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
All employees4
0%
N/A
0%
2%
4%
22%
3%
4%
3%
29%
(2)%
26%
N/A
1%
42%
2%
N/A
19%
20%
23%
N/A
(6)%
(4)%
8%
N/A
18%
N/A
N/A
19%
2%
6%
N/A
(1)%
0%
N/A
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
13%
0%
N/A
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(6)%
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3%
(12)%
N/A
(100)%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
21%
N/A
2%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(35)%
(28)%
33%
53%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
Notes:
1. Salary/fees for FY 2020 reflect the voluntary temporary reductions of 20% in March (half of month), April and May 2020. Remuneration for any part-year served has been annualised for comparison purposes.
2. Changes in Directors and roles during the FY 2021 and FY 2022 financial years were as follows:
• Mark Brooker was appointed to the Board as a non-Executive Director on 1 October 2020 and Chair of the Remuneration Committee on 1 October 2021.
• Hugo Drayton stepped down as Chair of the Remuneration Committee on 1 October 2021 and was appointed as Chair of the Responsibility Committee on 1 October 2021.
• Angela Seymour-Jackson was appointed to the Board as a non-Executive Director on 22 February 2021 and as Chair of GoCompare.Com Limited on 1 June 2021.
• Rachel Addison stepped down from the Board on 31 October 2021.
• Penny Ladkin-Brand was appointed to the Board as CFO on 1 November 2021.
3. The figures shown are reflective of any bonus earned during the respective financial year. Non-Executive Directors are not eligible to participate in the bonus scheme.
4. As a result of acquisitions during FY 2021 a higher proportion of employees are now based in the UK rather than the US and in lower cost locations outside of London. This change in geographic mix of the
employee population has resulted in an overall decrease in all-employee remuneration including bonus.
Relative importance of spend on pay
The relative importance of spend on pay for the business is shown in the table below.
2022
Group pay:
£189.1m
(+21%)
Group operating costs
excluding Group pay &
exceptional costs:
£429.8m (+40%)
Capital expenditure: £11.6m (+5%)
Acquisition of own shares:£7.9m (+61%)
Distributions to shareholders: £4.1m (+21%)
2021
Group pay:
£156.6m
Group operating costs
excluding Group pay
& exceptional costs:
£307.5m
Capital expenditure: £11.1m
Acquisition of own shares:£4.9m
Distributions to shareholders: £3.4m
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. 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 2021 and FY 2022 financial
years being, respectively, (i) the 2.8p final dividend for the FY 2021 financial year paid in February 2022; and (ii) the 3.4p final dividend proposed for the FY 2022
financial year, payable in February 2023. The dividend figure of £4.1m in the chart above is based on the issued share capital of 120.9m at 30 September 2022.
Annual Report and Accounts 2022 / 105
Annual Report on Remuneration
CEO pay ratio
UK reporting regulations require companies with 250 employees or
more to publish information on the pay ratio of the CEO to UK
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 the FY 2021 analysis the ratio of CEO total pay to that of three
employees indicative of lower quartile (P25), median (P50) and
upper quartile (P75) pay received during the financial year ended
30 September 2022 and includes basic salary, benefits, pension
contributions, and the value received from incentive plans. On
average the Future plc Group employed 2,274 UK employees
during the financial year ended 30 September 2022.
Financial year
Calculation methodology
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
2022
2021
2020
Option B
Option B
Option B
104:1
311:1
107:1
86:1
240:1
84:1
65:1
184:1
66:1
During 2021 the CEO had a large number of shares vest which, as a result of Future’s strong share
price performance, increased the reported pay ratio.
The Committee has opted to use data already available from the
gender pay reporting as the basis for identifying employees at P25,
P50 and P75 (‘Option B’). This excludes pension. We believe this
provides a reasonable estimate for employees’ pay at these levels
within the organisation.
Individuals positioned at each quartile were identified using the
most recent gender pay gap report in 2022 (which uses data from 5
April 2021). Total full-time equivalent remuneration for each of
these individuals was then calculated on the same basis as used in
the single figure table for the CEO. All figures are total amounts
paid to full-time employees. Total compensation figures have been
checked to ensure the employees identified are representative of
pay at these levels in 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 2022 is consistent with the pay, reward and
progression policies for the Company’s UK employees taken as
a whole.
A summary of the salaries and total single figures of remuneration
for the relevant individuals in FY 2022 is included in the table below:
Pay level
Salary
CEO
£575,000
Single figure of remuneration £2,776,000
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
£24,461
£26,711
£31,628
£32,378
£40,957
£42,457
Fees for non-Executive Directors and the Chair
Non-Executive Directors do not participate in any of the Company’s
share incentive arrangements, nor do they receive any benefits.
Fees are reviewed annually, in line with the wider workforce, with
the Board Chair’s fees set by the Committee, and those for the
non-Executive Directors set by the Board as a whole. The rates for
the Chair’s and non-Executive Directors’ fees are:
Fees effective from 1 March 2021
Fees effective from 1 January 2022
Fees effective from 1 November 2022
Base fees
Board Chair1
Non-Executive Director2
Additional fees
Senior Independent Director
Audit and Risk Committee Chair
Remuneration Committee Chair
Responsibility Committee Chair
GoCompare.Com Limited Chair
£203,000
£55,825
£10,000
£10,000
£10,000
£10,000
£25,000
GoCompare.Com Consumer Champion INED fee
-
1. Richard Huntingford has waived his increase in fees that was proposed to be effective from 1 November 2022.
2. Meredith Amdur is paid in US$ and for FY 2023 this will be subject to a fixed exchange rate of £1=US$1.2
106 / Future plc
£207,060
£56,940
£10,000
£10,000
£10,000
£10,000
£25,000
£15,000
£207,060
£59,218
£10,400
£10,400
£10,400
£10,400
£26,000
£15,600
Group overviewCorporate Governance Review of past performance
This graph shows a comparison of Future’s total shareholder return
(share price growth plus dividends) with that of the FTSE All-Share
Media Index and the FTSE Mid 250 Index (excluding investment
trusts). The FTSE All-Share Media Index was selected as it provides
a comparison of Future’s performance relative to the other
companies in its sector, whilst the FTSE Mid 250 Index is shown to
reflect the Group having moved up to a Premium Listing and its
inclusion in the FTSE250 index during 2019.
Total Shareholder Return
(Value of £100 invested on 30 September 2012)
2
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 12
Sep 13
Sep 14
Sep 15
Sep 16
Sep 17
Sep 18
Sep 19
Sep 20
Sep 21
Sep 22
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 2013
FY 2014
FY 2015
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
CEO single figure of
remuneration £’000
Annual Bonus
(% of Maximum)
PSP Vesting
(% of Maximum)
£331
£306
£471
£347
£5,425
£10,881
£5,678
£3,685
£8,390
£2,776
0%
20%
36%
0%
88%
100%
100%
100%
100%
88%
0%
0%
0%
0%
100%
100%
100%
100%
100%
100%
Notes:
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. FY 2021 figures restated to reflect the share price at date of vest for PSP awards granted in November 2018.
Annual Report and Accounts 2022 / 107
Annual Report on Remuneration
Payments to past Directors (audited)
Chief Financial Officer
As set out in last year’s report, Rachel Addison stepped down as
CFO and from the Board of Directors on 31 October 2021. In
addition to the amounts included in the single figure table on page
98, Rachel received the following payments during FY 2022, which
are as set out in last year’s report:
• £64,802 comprising salary and contractual benefits (including
pension and car allowance) over the period 1 November to 31
December 2021 when she remained an employee on Garden
Leave; and
• £118,417 comprising contractual payments over the balance of
her notice period, paid monthly in four instalments (January
- April 2022).
Rachel’s share plan awards were treated as follows:
• PSP (FY 2020) vested in full on termination (17,222 shares);
• DABS (FY 2020) accelerated and vested in full on termination
(4,994 shares); and
• Of the 63,000 VCP units per tranche awarded, 25,830 units from
tranche 1 did not lapse, whilst the remainder of tranche 1 units
(37,170) together with all tranche 2 (63,000) and tranche 3
(63,000) units, lapsed on termination.
this year’s DRR. This is in direct response to feedback from our
shareholders. The Committee deviated from the default ‘good
leaver’ treatment for Rachel’s outstanding incentives in a number
of ways. On the VCP, the Committee elected to entirely lapse the
four- and five-year tranches, allowing Rachel to retain a time
prorated interest only in the three-year tranche. This was an
application of downwards discretion (by lapsing Rachel’s
entitlement to value created by the Group over the longer-term
following her departure) compared to the default application
envisaged by the Plan rules approved by shareholders in 2021
(which proposed that a good leaver would ordinarily retain a time
pro-rated entitlement in all three VCP tranches). It also freed up a
material number of units in the VCP to be awarded to other
participants to recognise their contribution to Future’s success. Set
against this use of downwards discretion, the Committee resolved
to disapply time pro-rating for the 2019 PSP, and to accelerate
vesting of this award. This decision was framed by the context of
over two-thirds of the PSP vesting period having already elapsed,
and with performance at that date far exceeding the targets
applying to the awards. The Committee also decided to pay the FY
2021 annual bonus wholly in cash, rather than requiring deferral of
50% of the amount earned in Future shares.
All outstanding share awards remain subject to the original vesting
conditions and timescales, as well as malus and clawback.
As noted in the Chair’s Statement on page 91, the Committee
recognises that its decisions around the leaver treatment of Rachel
Addison contributed to the low vote at the 2022 AGM.
Whilst Rachel Addison’s leaver arrangements were reported last
year and voted on at the 2022 AGM, the Committee felt it was
important to provide additional transparency on the decisions in
The Committee recognises that the overall leaver treatment applied
for Rachel Addison was unusual, but remains satisfied that the
relative value of upwards discretion on the 2019 PSP (estimated to be
c. £292k at the date the decision was taken) was more than offset by
the value of downwards discretion applied to the VCP (c.£974k at the
date the decision was taken). We considered it to be both fair and
appropriate in the circumstances, but recognise that the manner in
which we communicated the use of discretion in the Remuneration
Report was insufficiently clear, and thereby failed to convey to
shareholders the commercial rationale to support the decision.
Incentive
Approach
Awards retained
Share price on date
of announcement
(4 October 2021)
Expected vest for
performance
Implied value of awards
PSP
Default ‘good leaver’
9,089
£35.90
100%
Actual
17,222
Value of upwards discretion
(i.e. actual less default)
£326k
£618k
+£292k
Incentive
Approach
Units retained
Share price on date of
announcement
(4 October 2021)
VCP aggregate
embedded gain at time
Implied value of units at
time
VCP (T1)
Default ‘good leaver’
25,830
£35.90
£42.1m
Actual
25,830
VCP (T2)
Default ‘good leaver’
19,688
£35.90
£31.9m
Actual
0
VCP (T3)
Default ‘good leaver’
15,750
£35.90
£20.7m
Actual
0
Value of downwards discretion
(i.e. actual less default)
£1,129k
£1,129k
£641k
-
£332k
-
-£974k
108 / Future plc
Group overviewCorporate Governance We also accept the expectation expressed by shareholders that
any bonus payable to a departing Executive Director should
continue to be part deferred into equity in line with the default
provisions of the Policy; and will seek to do so going forward
subject to the circumstances of that departure.
The Committee believes that retaining flexibility in the Policy
around the treatment of leavers is both prudent and aligned with
market practice. It also provides us with the means to act in the
best interests of the Company and shareholders, by taking into
account at the time the specific circumstances of each case. Equally,
we take on board the feedback received and are committed to
deviating from the default treatment for departing executives only
in truly exceptional circumstances, making sure to clearly explain
the underlying rationale for any such decision. The Committee
would like to confirm that the approach taken in relation to Rachel
Addison’s outstanding incentives is not indicative of a precedent for
any future leavers, including in comparable circumstances to these.
Statement of Directors’ shareholding and share interests (audited)
The Company has a policy on share ownership by Executive
Directors (as amended with effect from the 2021 AGM) under which
Zillah Byng-Thorne is required to build up a holding of shares of
400% of salary and Penny Ladkin-Brand is required to build up a
holding of shares of 300% of salary over a five-year period from
appointment. Zillah Byng-Thorne and Penny Ladkin-Brand both
currently meet this requirement.
In respect of Zillah Byng-Thorne, the relevant five-year period
commenced on 1 November 2013 and ended on 31 October 2018. As
at 30 September 2022, Zillah Byng-Thorne had a holding of 256,100
shares which, at the share price on the same date, were worth
£3,380,520 (588% of salary).
In respect of Penny Ladkin-Brand, the period commenced on 1
November 2021, the date upon which she rejoined the Board. As at
30 September 2022, Penny Ladkin-Brand had a holding of 158,053
shares which, at the share price on the same date, were worth
£2,086,300 (576% of salary).
Directors in office at 30
September 20221
Balance as at 30
September 20212
Purchases during
the year
Share scheme
exercises during
the year
Sales during the
year
Balance as at 30
September 20223
Executive Directors
Zillah Byng-Thorne4
Penny Ladkin-Brand5
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
267,746
150,915
24,500
385
1,500
2,376
-
8,750
3,145
8,703
7,138
-
-
-
-
-
-
-
130,000
(150,349)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
256,100
158,053
24,500
385
1,500
2,376
-
8,750
3,145
Total
459,317
15,841
130,000
(150,349)
454,809
Notes:
1. All holdings are beneficial.
2. Or on appointment, if later
3. Details of the share options and awards for Executive Directors are set out on page 110. No such options or awards are granted to non-Executive Directors.
4. On 14 December 2021, Zillah Byng-Thorne exercised her award over 130,000 Ordinary shares from the award which had vested on 25 November 2020 and subsequently sold these on the same day at a
price of £35.78 per Ordinary share. On the same date she sold an additional 20,349 shares at a price of £35.78 per Ordinary share. Max Thorne (husband of Zillah Byng-Thorne) sold 62,050 shares at a price
of £35.78 on 14 December 2021. On 3 February 2022 Zillah Byng-Thorne purchased 7,427 shares at a price of £31.42 .On 22 September 2022 Zillah Byng-Thorne purchased 1,276 shares at a price of £14.35 and
Max Thorne (husband of Zillah Byng-Thorne) purchased 2,100 shares at a price of £13.83 per Ordinary Share.
5. On 22 September 2022 Penny Ladkin-Brand bought 7,138 shares at a price of £13.87 per Ordinary Share.
Annual Report and Accounts 2022 / 109
Annual Report on Remuneration
Executive Director shareholdings
Zillah Byng-Thorne
Penny Ladkin-Brand
y
r
a
l
a
s
f
o
e
g
a
t
n
e
c
r
e
P
1000%
750%
500%
250%
0%
588%
400%
y
r
a
l
a
s
f
o
e
g
a
t
n
e
c
r
e
P
1000%
750%
500%
250%
0%
576%
300%
Required Holding
Actual Holding
Required Holding
Actual Holding
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:
DABS
Director
Date of grant
End of
deferral period
Balance at
1 Oct 2021
Granted
during the year
Released during
the year
Balance at
30 Sept 2022
25 Nov 2019
Zillah Byng-Thorne
17 Dec 2020
9 Feb 2022
25 Nov 2019
17 Dec 2020
Total
Penny Ladkin-Brand
Total
First dealing day after the
announcement of the FY
2021 results
First dealing day after the
announcement of the FY
2022 results
25,194
27,111
First dealing day after the
announcement of the FY
2023 results
-
-
-
19,993
52,305
19,993
First dealing day after the
announcement of the FY
2021 results
First dealing day after the
announcement of the FY
2022 results
12,155
9,988
22,143
-
-
-
-
-
-
-
-
-
-
25,194
27,111
19,993
72,298
12,155
9,988
22,143
110 / Future plc
Group overviewCorporate Governance
PSP
Director
Date of
grant1
Earliest
exercise
date
Expiry
date
Exercise
price per
share (p)
Balance at
1 Oct 2021
Granted
during the
year
Vested
during the
year
Exercised
during the
year
Balance
at 30 Sept
2022
24 Nov 2017
Zillah Byng-Thorne
23 Nov 2018
Total
25 Nov 2019
23 Nov 2018
Penny Ladkin-Brand3
25 Nov 2019
9 Sept 20225
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 results
First dealing
day after the
announcement of
the FY 2021 results
First dealing
day after the
announcement of
the FY 2022 results
First dealing
day after the
announcement of
the FY 2022 results
24 Nov 2027 Nil
134,345
23 Nov 2028 Nil
196,687
25 Nov 2029 Nil
67,185
398,217
23 Nov 2028 Nil
76,344
25 Nov 2029 Nil
27,654
-
-
-
-
-
-
25 Nov 2029 Nil
-
5,870
-
(130,000)
4,345
196,687
-
-
-
196,687
67,185
196,687
(130,000)
268,217
76,344
-
-
-
-
-
-
76,344
27,654
5,870
109,868
Total
103,998
5,870
76,344
Notes:
1. Awards granted since November 2018 are subject to a mandatory two-year holding period following vesting.
2. Details of awards vesting during the year were set out in last year’s report.
3. On 1 November 2021 Penny Ladkin-Brand was appointed to the Board as an Executive Director.
4. All outstanding awards were converted to nil-cost options as at 20 November 2020.
5. This was a deed of amendment rather than a grant, please see page 103 for further information.
VCP
Director
Date of
grant
Vesting
date
Balance as at 1
October 2021
Granted during
the year
Released during
the year
Zillah Byng-Thorne
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY23 results
140,000
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY24 results
140,000
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY25 results
140,000
Penny Ladkin-Brand
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY23 results
20,000
-
-
-
-
9 Feb 2022
-
27,472
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY24 results
20,000
-
9 Feb 2022
-
43,000
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY25 results
20,000
-
9 Feb 2022
-
43,000
Total
The key features of the VCP are as set out on page 101.
-
-
-
-
-
-
-
-
-
Balance as at
30 September
2022
140,000
140,000
140,000
20,000
27,472
20,000
43,000
20,000
43,000
Holding period
Any shares awarded in respect
of tranche 1 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory additional one-year
holding period after vesting (to
November 2025)
Any shares awarded in respect
of tranche 3 will be subject to
a further holding period until
after publication of the half year
results for FY 2026
Any shares awarded in respect
of tranche 1 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory additional one-year
holding period after vesting (to
November 2025)
Any shares awarded in respect
of tranche 3 will be subject to
a further holding period until
after publication of the half year
results for FY 2026
Annual Report and Accounts 2022 / 111
Annual Report on Remuneration
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 packages of senior managers, including bonus
schemes and share-based incentives, and ensuring that
remuneration policies and practices do not encourage
excessive risk-taking;
• Setting the Board Chair’s remuneration; and
• Approving the terms of any new share-based incentive scheme
for any employees of the Group, subject, where appropriate, to
shareholder approval.
The terms of reference of the Remuneration Committee, reviewed
annually, are available on the Company’s website (www.futureplc.
com).
Advisers
The Committee is informed of key developments and best practice in
the field of remuneration and obtains advice from independent
external consultants, when required, on individual remuneration
packages and executive remuneration practices in general.
Ellason LLP are the Committee’s independent adviser and were
appointed by the Committee in January 2021 in place of Mercer Ltd to
provide regulatory guidance, advice on remuneration trends and
advice on other remuneration matters during the year. Fees paid to
Ellason for services provided to the Committee during the financial
year were £59,393 (2021: £33,400 and £7,263 to Mercer and Ellason
respectively) on the basis of time and materials.
Ellason does not provide any other services to the Group or any of the
Directors and the Committee is satisfied that Ellason remains
independent. Ellason is a member and signatory to the Remuneration
Consultants’ Code of Conduct (www. remunerationconsultantsgroup.
com) which requires that their advice be objective and impartial.
Shareholder voting
The table shows the results of the advisory vote on the FY 2021
Remuneration Report at the 2022 AGM and the binding vote on the
Remuneration Policy at the 2021 AGM.
The Company published a statement following the 2022 AGM and
published an update to that statement on its website on 20 July 2022.
The Committee’s response to this feedback is covered in more detail
in the Chair’s Statement on page 90. As set out in the Statement,
the Committee continues to monitor evolving best practice on
remuneration matters, and welcomes dialogue with shareholders
on an ongoing basis.
Dilution
Awards under Future plc incentive plans may be satisfied by
treasury shares or the issue of new shares or the purchase of
shares in the market.
Under Investment Association guidelines, the issue of new shares
or reissue of treasury shares under a plan, when aggregated with
awards under all of a company’s other schemes, must not exceed
10% of the issued ordinary share capital (adjusted for share
issuance and cancellation) in any rolling ten-year period. As at 30
September 2022 this limit had not been exceeded (9.5%). In 2021
the Committee reinstated a secondary, ‘5% in 10 years’ dilution
limit (which had previously been waived with shareholder approval
when Future moved to a Standard listing in 2015), to apply
prospectively for any future discretionary awards as the
Committee recognises this is in line with generally-accepted
principles of good governance. As at 30 September 2022 this limit
had not been exceeded (0.4%).
Remuneration Report FY 2021
Remuneration Policy
For
(including discretionary)
44,450,501 (44.56%)
53,001,306 (64.24%)
Against
55,313,381 (55.44%)
29,503,129 (35.76%)
Total votes cast
(excluding withheld votes)
99,763,882 (82.59% of the total voting
rights)
82,504,435 (84.18% of the total voting rights)
Votes withheld
5,003,951
4,511,607
112 / Future plc
Group overviewCorporate Governance Remuneration Principles
Clarity
Code provision: Remuneration
arrangements should be
transparent and promote effective
engagement with shareholders
and the workforce
• Our Policy is designed to be sustainable and simple. It supports and rewards diligent and effective stewardship that
is vital to the delivery of Future’s core purpose of changing people’s lives through sharing our knowledge and
expertise with others, making it easy and fun for them to do what they want; and our strategy of creating value for
shareholders and all stakeholders.
• The proposed Policy is largely unchanged from that previously approved by shareholders. It is already embedded
into the business and is well understood by participants and shareholders alike. The one major update – the removal
of the VCP going forward – serves to simplify our overall approach to executive remuneration and respond to
shareholder feedback on the leveraged and one-off nature of the VCP opportunity.
• The Policy clearly sets out the terms under which it can be operated including appropriate limits in terms of quantum,
the measures which can be used and discretions which could be applied if appropriate.
• Transparency in approach remains a cornerstone of our Policy. Detailed disclosure of the relevant performance
assessments and outcomes is provided at the appropriate time in the spirit of transparency for shareholders.
Simplicity
• The Company operates an approach to remuneration that is simple to understand and familiar to key stakeholders.
Code provision: Remuneration
structures should avoid complexity
and their rationale and operation
should be easy to understand.
Its structure is simple and comprises three key elements:
– Fixed element: comprising base salary, taxable benefits and a pension allowance
– Short-term element: an annual performance-related bonus with relevant targets measured over the financial year,
paid half in cash and half in shares deferred for a two year period; and
– Performance share element: based on three-year performance and normally released no earlier than five years
from grant.
• No complex or artificial structures are required to operate the plans.
• We explain our approach to pay clearly and simply.
Risk
• Appropriate limits are stipulated in the Policy and within the respective plan rules.
Code provision: Remuneration
arrangements should ensure
reputational and other risks from
excessive rewards, and
behavioural risks that might arise
from target-based incentive plans,
are identified and mitigated.
• The Committee also has appropriate discretions to override formulaic outturns under the incentive plans.
• Regular interaction with the Audit and Risk Committee and the Responsibility Committee ensures relevant risk
factors and appropriate ESG targets are considered when setting or assessing performance targets.
• Clawback and malus provisions are in place across all incentive plans and the triggers for these provisions have been
recently reviewed and strengthened.
• Target metrics for our long-term incentive schemes will be selected to provide a balance between financial measures
and shareholder returns, reducing the reliance on any one metric.
Predictability
• The possible reward outcomes can be easily quantified, and these are regularly reviewed by the Committee.
Code provision: The range of
possible values of awards to
individual directors and any other
limits or discretions should be
identified and explained at the
time of approving the policy.
• The graphical illustrations provided in the Policy clearly show the potential scenarios of performance and pay
outcomes which would result.
• Performance is reviewed regularly so there are no surprises when performance is assessed at the end of the period.
Proportionality
• Variable incentive outcomes are clearly aligned to delivery of the strategy.
Code provision: The link between
individual awards, the delivery of
strategy and the long-term
performance of the Company
should be clear. Outcomes should
not reward poor performance.
Alignment to culture
Code provision: Incentive
schemes should drive
behaviours consistent with
company purpose, values and
strategy.
• The Committee also has the discretion to override formulaic outcomes if they are deemed inappropriate in light of
the wider performance of the Company and the experience of stakeholders.
When considering the alignment of incentive plans and culture the Committee considers the following:
• Metrics – ensuring that performance targets are aligned to culture and do not drive the wrong behaviours.
• Governance – ensuring adoption of best practice through a robust malus and clawback policy with a substantial list
of relevant trigger events, such as corporate failure and reputational damage. The Committee also retains discretion
under the plan rules to override formulaic vesting outcomes and to extend holding periods. These initiatives enable
the Committee to satisfy itself that the right steps have been taken to ensure executive remuneration is appropriate
from a cultural context.
• Engagement – understanding remuneration for the wider workforce and ensuring that pay decisions are aligned
across the Group and wider engagement with our stakeholders, including our employees. Further details can be
found on page 92.
Annual Report and Accounts 2022 / 113
Directors’ Remuneration Policy
Introduction to the Directors’ Remuneration Policy from the
Committee Chair
The design of the new Policy was one of the main areas where the
Committee sought shareholder input during FY 2022.
The key change being proposed to the Policy is the replacement
of the VCP with a more market-typical PSP arrangement, rules for
which have been refreshed and will be subject to a separate
resolution at the 2023 AGM. Reflecting direct feedback received
during the consultation process, the Policy reverts to defining PSP
award levels as a % of salary (rather than fixed number of shares,
which we had originally proposed), and includes a reduction to the
exceptional maximum opportunity from 400% to 300% of salary
(with normal award levels materially below this limit).
Other minor changes include:
• Aligning the shareholding guidelines for new Executive Directors
with market norms, with no change for incumbent Directors; and
• Adding flexibility on pensions, benefits and all-employee
schemes to cater for a non-UK based Director in the future.
The remainder of the Policy is broadly unchanged reflecting our
previous adoption of features such as the alignment of Executive
Director pensions with the relevant workforce rate over time, and
the introduction of enhanced recovery provisions and post-
employment shareholding guidelines.
The Committee’s view is that the Remuneration Policy that is
being submitted to shareholders for approval at the 2023 AGM
reflects the balance of investor feedback received during the
consultation and, in line with one of the Committee’s principle
aims at the outset of the review, ensures the Group’s approach to
executive remuneration is very much in line with broader market -
and best - practice. Our intention is that this Policy provides us with
an appropriate executive pay framework for the next three years.
Future’s proposed 2023 Directors’ Remuneration Policy (Policy), as
set out (right), is subject to a binding shareholder vote at Future’s
AGM on 8 February 2023 and, if approved, will apply from this date.
It is intended that the Policy will apply for a period of up to three
years from this date, and as a result will be again submitted for
approval at the 2026 AGM at the latest.
The Policy was reviewed and approved by the Remuneration
Committee. As part of the process, the views of shareholders and
shareholder advisory bodies were sought. In addition, the thoughts
of other Board members, management and external advisers were
considered. The members of the Committee then made decisions
independently without inappropriate influence. No person
participates in decisions relating to their remuneration.
Principles
The Committee believes it is essential that our Policy is strongly
aligned to Future’s purpose and strategy. The table on page 113 also
explains how the Committee addressed the principles of clarity,
simplicity, risk, predictability, proportionality and alignment to
culture when determining the Policy.
114 / Future plc
Element
Objective and link to strategy
Operation
Max. potential value
Performance measure
Basic annual
salary
To recruit, retain and motivate individuals of a high
calibre, and reflect the skills, experience and contribution
of the relevant Director.
Basic annual salary is paid in 12 equal monthly instalments during the
Salary increases shall generally reflect market conditions, performance
Not applicable.
year and is reviewed annually. When assessing the level of basic annual
of the individual, new challenges or a new strategic direction for the
salary, the Committee takes into account performance, market conditions,
business.
remuneration of equivalent roles within comparable companies, the size
and scale of the business and pay in the Group as a whole.
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.
Benefits
To ensure broad competitiveness with local market
practice. Current benefits available to Executive Directors
are car allowance, permanent health insurance, healthcare
and life assurance. Additional benefits may be offered if
deemed appropriate to reflect specific circumstances.
Current benefits available to Executive Directors are car allowance,
The Company shall continue to provide benefits to Executive Directors at
Not applicable.
permanent health insurance, healthcare and life assurance.
similar levels; where insurance cover is provided by the Company, that
cover shall be maintained at a similar level and the Company shall pay
Additional benefits may be offered if deemed appropriate.
the prevailing market rates for such cover.
Pension
To reflect wider workforce practices and broad
competitiveness with market practice at the relevant time.
The Company shall make a contribution up to a maximum percentage of
In line with our previous commitment, the contribution payable to the
Not applicable.
basic annual salary set to reflect workforce practices at the time and in the
CEO has now been reduced to 6% of salary (in line with the relevant
All-employee
share plans
To encourage share ownership by employees and align
their interests with those of shareholders.
relevant jurisdiction.
workforce rate at the time this contractual revision was agreed). The
contribution for the CFSO will be further reduced to 5% of salary from 1
January 2023, in line with the rate available to other new joiners.
The Company operates all-employee schemes in the UK and the US,
SIP: the maximum participation level will be aligned with the limits
Not applicable.
with invitations made under the UK HMRC-Approved Share Incentive
set out in UK tax legislation.
Plan (“SIP”) in the UK and under the US Employee Stock Purchase Plan
(“ESPP”) in the US.
ESPP: monthly savings towards share purchases with a maximum
value of US$25,000 per calendar year, based on the market value of
Executive Directors may participate in the all-employee scheme that
the Company’s ordinary shares at grant.
operates in their country of residence on the same terms as other
employees.
Performance-related
bonus
To incentivise and reward strong performance against
annual targets linked to delivery of the strategic plan.
Targets are set annually by the Committee, based on:
(i) financial performance against budget and, at the
Committee’s discretion; (ii) strategic targets which may
be set on a collective basis or tailored for each Executive
Director.
The Committee sets financial targets based on a number of reference
Maximum opportunity: 200% of basic annual salary.
points, including performance during the previous financial year and the
The performance measures’ relative
weightings and targets are set
budget for the forthcoming year. Strategic objectives will be set, and
The maximum bonus opportunity for each Executive Director is disclosed
annually by the Committee. Details
performance of the individual against these assessed, at the Committee’s
in the Annual Report on Remuneration and shall only be payable for
of the measures and their relative
discretion.
outperformance of stretching targets.
50% of any performance-related bonus earned will be delivered by way of
Target performance will typically deliver up to 50% of maximum
with the targets disclosed at such
a deferred share award, which will vest two years after the award date.
bonus, with threshold performance typically paying up to 25% of
time as they are not deemed to be
maximum.
Long-term share-
based incentive (PSP)
To incentivise sustained long-term performance that
supports the creation of value for shareholders.
Annual awards of conditional shares or nil-cost options that normally
Normal maximum annual award face value: 200% of salary
Performance measures will be
Exceptional maximum annual award face value: 300% of salary.
to align with drivers of Future’s
The scheme rules allow the Committee discretion to change the
vesting for that element.
Threshold performance will generally result in up to 25% of maximum
if used, will not be weighted more
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.
vest subject to three-year performance against targets set at grant.
Awards are subject to a mandatory two-year holding period following
the end of a three-year performance period.
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.
weightings are disclosed annually in
the Annual Report on Remuneration
commercially sensitive, or where
disclosing all targets at the same
time is considered to be the most
transparent approach. 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.
selected at the start of each cycle
strategy and long-term shareholder
value creation. Strategic measures,
than 25% of the award opportunity.
Financial measures may include,
but are not limited to, profitability,
cash, returns and total shareholder
return.
Performance targets are set
by the Committee at grant and
disclosed in the Annual Report on
Remuneration, 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.
Group overviewCorporate Governance
Element
Objective and link to strategy
Operation
Max. potential value
Performance measure
Basic annual
salary
To recruit, retain and motivate individuals of a high
calibre, and reflect the skills, experience and contribution
of the relevant Director.
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.
Salary increases shall generally reflect market conditions, performance
of the individual, new challenges or a new strategic direction for the
business.
Not applicable.
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.
Current benefits available to Executive Directors are car allowance,
permanent health insurance, healthcare and life assurance.
Additional benefits may be offered if deemed appropriate.
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.
Benefits
To ensure broad competitiveness with local market
practice. Current benefits available to Executive Directors
are car allowance, permanent health insurance, healthcare
and life assurance. Additional benefits may be offered if
deemed appropriate to reflect specific circumstances.
Pension
To reflect wider workforce practices and broad
competitiveness with market practice at the relevant time.
All-employee
share plans
To encourage share ownership by employees and align
their interests with those of shareholders.
Performance-related
To incentivise and reward strong performance against
annual targets linked to delivery of the strategic plan.
bonus
Targets are set annually by the Committee, based on:
(i) financial performance against budget and, at the
Committee’s discretion; (ii) strategic targets which may
be set on a collective basis or tailored for each Executive
Director.
The Company shall make a contribution up to a maximum percentage of
basic annual salary set to reflect workforce practices at the time and in the
relevant jurisdiction.
The Company operates all-employee schemes in the UK and the US,
with invitations made under the UK HMRC-Approved Share Incentive
Plan (“SIP”) in the UK and under the US Employee Stock Purchase Plan
(“ESPP”) in the US.
Executive Directors may participate in the all-employee scheme that
operates in their country of residence on the same terms as other
employees.
The Committee sets financial targets based on a number of reference
points, including performance during the previous financial year and the
budget for the forthcoming year. Strategic objectives will be set, and
performance of the individual against these assessed, at the Committee’s
discretion.
In line with our previous commitment, the contribution payable to the
CEO has now been reduced to 6% of salary (in line with the relevant
workforce rate at the time this contractual revision was agreed). The
contribution for the CFSO will be further reduced to 5% of salary from 1
January 2023, in line with the rate available to other new joiners.
Not applicable.
SIP: the maximum participation level will be aligned with the limits
set out in UK tax legislation.
Not applicable.
ESPP: monthly savings towards share purchases with a maximum
value of US$25,000 per calendar year, based on the market value of
the Company’s ordinary shares at grant.
Maximum opportunity: 200% of basic annual salary.
The maximum bonus opportunity for each Executive Director is disclosed
in the Annual Report on Remuneration and shall only be payable for
outperformance of stretching 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.
Target performance will typically deliver up to 50% of maximum
bonus, with threshold performance typically paying up to 25% of
maximum.
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.
Long-term share-
based incentive (PSP)
To incentivise sustained long-term performance that
supports the creation of value for shareholders.
Annual awards of conditional shares or nil-cost options that normally
vest subject to three-year performance against targets set at grant.
Normal maximum annual award face value: 200% of salary
Exceptional maximum annual award face value: 300% of salary.
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 performance period.
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.
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 Annual Report on Remuneration
with the targets disclosed at such
time as they are not deemed to be
commercially sensitive, or where
disclosing all targets at the same
time is considered to be the most
transparent approach. 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.
Performance measures will be
selected at the start of each cycle
to align with drivers of Future’s
strategy and long-term shareholder
value creation. Strategic measures,
if used, will not be weighted more
than 25% of the award opportunity.
Financial measures may include,
but are not limited to, profitability,
cash, returns and total shareholder
return.
Performance targets are set
by the Committee at grant and
disclosed in the Annual Report on
Remuneration, 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.
Annual Report and Accounts 2022 / 115
Directors’ Remuneration Policy
Performance measure selection and approach to target setting
Measures used under the performance-related bonus are selected
annually to reflect the Group’s main short-term objectives and can
reflect both financial and non-financial priorities, as appropriate.
Details of the measures selected, and the rationale for doing so, will
be disclosed in the relevant Annual Report on Remuneration.
increased level to the 2018 guidelines to reflect the implementation of the
VCP, of 400% of salary in respect of Zillah Byng-Thorne and 300% of
salary in respect of Penny Ladkin-Brand. For any new Executive Director
appointment, the shareholding guideline under the 2023 Policy will be set
at 200% of salary. Details of the Executive Directors’ current shareholdings
are provided in the Annual Report on Remuneration on page 109.
Targets applying to the performance-related bonus are reviewed
annually, based on a number of internal and external reference
points. Performance targets are set to be stretching but achievable,
with regard to the particular strategic priorities and the economic
environment in a given year. Targets are typically not disclosed in
advance due to commercial sensitivity but will normally be
retrospectively disclosed in full, following the year-end, to the extent
that such commercial sensitivity concerns no longer apply.
The PSP scorecard will be determined at the time of grant and may
include measures of profitability (such as EPS), capital allocation
discipline (such as ROCE), strategic priorities (such as ESG) and
measures that reflect long-term success (such as TSR). Measures will
be selected to align with the Group’s stated strategy (and key
performance indicators thereof) and our underlying ambition to deliver
value creation for shareholders. Targets applying to PSP awards will
normally be disclosed prospectively in the relevant Annual Report on
Remuneration, and are set using a similar methodology to that
described above in relation to the performance-related bonus.
Remuneration for other employees
As described on page 97, all employees of the Group receive a basic
annual salary, benefits, pension and annual bonus (subject to financial
performance). The maximum value of remuneration packages is based
on the seniority and responsibilities of the relevant role. Future also
implements a largely consistent approach to long-term equity incentives
throughout the Group, to help ensure not only an alignment of interests
internally, but also between our colleague base and shareholders.
Shareholding guidelines
The Committee strongly believes in aligning the interests of Executive
Directors and shareholders. Shareholding guidelines were formalised in
2018 to require Executive Directors to acquire and maintain a holding of
Future shares (excluding shares that remain subject to performance
conditions) within five years of appointment and defined as a percentage
of salary. The current shareholding guidelines were set in 2021 at an
Additionally, Executive Directors will normally be expected to
maintain a holding of Future shares for a period after their
employment with the Company. This shareholding guideline is equal
to the lower of an Executive Directors’ actual shareholding at the time
of their departure and the shareholding requirement in effect at the
date of their departure, with such shares to be held for a period of at
least two years from the date of ceasing to be an Executive Director.
The specific application of this shareholding guideline will be at the
Committee’s discretion.
Malus and clawback
Payments and awards under the performance-related bonus and PSP
(and, additionally, in-flight VCP awards made under the 2020 Policy)
are subject to malus and clawback provisions, which can be applied to
both vested and unvested awards. Malus and clawback provisions will
apply for a period of at least two years after payment or vesting.
Circumstances in which malus and clawback may be applied include a
material misstatement of the Company’s financial accounts, fraud or
serious misconduct on the part of the award-holder, an error in
calculating the award vesting outcome, corporate failure or
reputational damage.
Incentive plan participants are required to acknowledge their
understanding and acceptance of the malus and clawback provisions as a
pre-condition to participating in these plans. The Committee is satisfied
that the malus and clawback provisions are appropriate and enforceable.
Pay for performance scenarios
The charts below provide an illustration of the potential future reward
opportunities for the CEO and CFSO under the 2023 Policy, and the
potential split between the different elements of remuneration under
four different performance scenarios: ‘Minimum’, ‘Target’, ‘Maximum’
and ‘Maximum + 50% share price growth’.
Potential reward opportunities are based on Future’s 2023 Policy,
applied to the base salary effective 1 November 2022. The
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
Fixed remuneration
Performance-related bonus
PSP
£1,548
19.4%
38.6%
42.0%
£651
100.0%
£3,641
49.3%
£3,043
39.3%
39.3%
32.8%
21.4%
17.9%
2500
2000
1500
1000
)
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
Fixed remuneration
Performance-related bonus
PSP
£922
18.6%
33.3%
48.1%
500
£444
100.0%
0
£2,086
49.2%
£1,743
39.3%
35.3%
29.5%
25.4%
21.3%
Minimum
On-target
Maximum
Maximum
Plus 50% share prive
appreciation
Minimum
On-target
Maximum
Maximum
Plus 50% share prive
appreciation
Scenario chart assumptions This table shows the PSP awards under the new Policy based on proposed FY 2023 and expected FY 2024 levels (which is expected to be a more typical sized grant).
116 / Future plc
Group overviewCorporate Governance
performance-related bonus is based on the maximum opportunities set
out under the Policy for normal circumstances. Note that the PSP award
opportunity shown in the charts is for illustration purposes only and is
based on expected FY 2024 grant levels; a PSP award will not be granted
to Zillah Byng-Thorne in FY 2023, whilst Penny Ladkin-Brand will receive
a half-sized PSP award in FY 2023.
related bonus payout of 50% of maximum and threshold PSP vesting
(assumed to be 25% of maximum for this illustration).
The ‘Maximum’ scenario includes fixed remuneration and full payout
of the performance-related bonus and 100% vesting of the PSP (for
illustration purposes).
The ‘Minimum’ scenario reflects base salary, pension and benefits (i.e.
fixed remuneration) which are the only elements of the Executives’
remuneration packages not linked to performance.
The ‘Target’ scenario reflects fixed remuneration, plus performance-
The Companies (Miscellaneous Reporting) Regulations 2018 require a
fourth scenario, showing the value at maximum assuming share price
growth of 50% for the purpose of long-term incentive awards. This is
reflected below in relation to the illustrative PSP award opportunities.
Salary
Pension
Benefits
Performance-related bonus
(% of salary)
Executive Director
Zillah Byng-Thorne
Penny Ladkin-Brand
£598,000
6% of salary
£410,000
5% of salary (from 1 January 2023)
£17,000 (FY 2022)
£13,000 (FY 2022)
Minimum: 0%
On-target: 100%
Maximum: 200%
Maximum plus 50%: 200%
Minimum: 0%
On-target: 75%
Maximum: 150%
Maximum plus 50%: 150%
Performance Share Plan (% of salary)
No award
Actual awards to be granted in FY 2023. Vesting period
three years followed by two year holding period.
Threshold: 20.9%
Maximum: 83.5%
Maximum plus 50% share price growth: 125%
Performance Share Plan (% of salary)
Illustrative of a typical year
Minimum: 0%
On-target: 50%
Maximum: 200%
Maximum plus 50%: 300%
Minimum: 0%
On-target: 41.8%
Maximum: 167%
Maximum plus 50%: 250%
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
Objective & link to strategy
Operation
Max. potential value
Performance measures
Fees
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.
Not applicable.
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.
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 Annual Report on
Remuneration on page
106.
Aggregate fees paid to
non-Executive Directors
are subject to the limits
set out in the Articles of
Association.
Annual Report and Accounts 2022 / 117
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
The base salaries of new appointees will be
n/a
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 (and which may exceed the workforce
average increase).
Benefits
New appointees will be eligible to receive
n/a
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, our
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
n/a
contributions or an equivalent cash
supplement aligned to that offered to other
new employees in the relevant jurisdiction at
the time of appointment
apply to new appointees with the relevant
maximum being pro-rated to reflect the
proportion of employment over the year. If
used, individual and/or strategic targets may
be tailored to the priorities agreed for the
executive over the remainder of the relevant
financial year.
Share
incentive
schemes
New appointees will be granted awards under
300%
the PSP on the same terms as other
executives, as described in the Policy table.
118 / Future plc
In determining an appropriate remuneration package, the
Remuneration Committee will take into consideration all relevant
factors (including quantum, nature of remuneration and the
jurisdiction from and to which the candidate is recruited) to ensure that
arrangements are at the same time fair to the individual and in the
best interests of the Company and its stakeholders.
The Committee may make an award to buy out incentive arrangements
forfeited by a new appointment on leaving a previous employer on a
like-for-like basis, which may be awarded in addition to the
remuneration structure outlined in the table (left). In doing so, the
Committee will consider relevant factors including time to vesting, any
performance conditions attached and the likelihood of these being met.
Any such buy-out awards would typically be made under the existing
bonus or PSP schemes, except that the terms of the buy-out award may
diverge from these as necessary to replicate the terms of the award
being replaced. In exceptional circumstances the Committee may use
the exemption permitted within the Listing Rules. Any buy-out awards
would have a fair value no higher than that of the awards forfeited.
Internal Executive Director appointment
In cases of appointing a new Executive Director by way of internal
promotion, the Remuneration Committee and Board will be consistent
with the policy for external appointees detailed above (except in relation
to buy-outs). Where an individual has contractual commitments made
prior to their promotion to Executive Director level (and not in
connection with their promotion to this level), the Company will continue
to honour these arrangements (other than pension contribution) even if
these are not provided for by the Policy in force at the time of
appointment (or when the arrangements were originally agreed).
Non-Executive Directors
In recruiting a new non-Executive Director, the Remuneration
Committee will use the policy as set out in the table on page 117.
Service contracts and loss of office payments
Copies of Directors’ service agreements and letters of appointment are
available for inspection on request at the Company’s registered office.
Executive Directors
In summary, the contractual provisions for current Executive Directors
are as follows:
Contract
provision
Policy
Detail
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.
Change
of
control
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).
Performance-
related bonus
The structure described in the Policy table will
200%
Notice
periods
The Director or Company shall be
entitled to serve 12 months’ notice.
Group overviewCorporate Governance The following payments may also be made to departing Executive
Directors, depending on circumstances:
1. Any share-based entitlements granted to an Executive Director
under Company share plans will be determined based on the
relevant plan rules. In certain prescribed circumstances, such as
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 end of the original performance period.
Under the VCP, for good leavers, the Committee has determined
the default ‘good leaver’ treatment to be for awards in the current
tranche to be prorated to the termination date, with the residual
units in the current tranche together with units in future tranches
lapsing in full. PSP and VCP awards which are subject to an
additional holding period will typically be retained and released
at the end of the relevant holding period, with Committee
discretion to accelerate the release of such awards on an
exceptional basis in certain good leaver circumstances, or on a
change of control. Deferred bonus shares will normally be
retained by the Executive Director and released in full following
completion of the applicable deferral period, with Committee
discretion to accelerate the vesting of awards on an exceptional
basis in certain good leaver circumstances, or on a change of
control;
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. Deferral
requirements will typically continue to apply to bonus payable in
such circumstances;
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
External appointments
Executive Directors are encouraged to hold a non-Executive role in
addition to their full-time position in order to broaden their
experience, and may retain any fees received in respect of such roles.
All appointments must first be agreed by the Committee and must not
represent a conflict to their current role. In the case of Zillah Byng-
Thorne, it was agreed at the time of her appointment that she could
hold three non-Executive roles in addition to her position as Chief
Executive. In the case of Penny Ladkin-Brand, the Committee agreed
on her reappointment to the Board that she may continue to hold one
non-Executive role. As her non-Executive role is a Chair role she is
technically overboarded. She has confirmed that she has sufficient
time to fulfil her Director responsibilities to Future plc, both in normal
circumstances and in exceptional circumstances.
In respect of positions at listed companies, during the financial year
ended 30 September 2022:
• Zillah Byng-Thorne served as a non-Executive Director at Flutter
Entertainment plc and THG Holdings plc (until 15 September 2022)
for which she retained total fees of £240,897 (compared to £229,077
in 2021). She was appointed to the board of TrustPilot Group plc as a
non-Executive Director with effect from 1 October 2022 and to the
board of Norwegian Cruise Line Holdings Ltd. (NYSE:NCLH) on 1
November 2022. As announced by Flutter Entertainment plc in
November, Zillah will be stepping down from the position of
non-Executive Director of Flutter on 31 January 2023.
• From her reappointment to the Future Board in November 2021
Penny Ladkin-Brand served as a non-Executive Chair at Next Fifteen
Communications Group plc and as a non-Executive Director of
Auction Technology Group plc (until January 2022) for which she
retained total fees of £172,077.
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. During the year the Committee also received
feedback from employees via the Engagement Survey, as well as
subsequent listening sessions and through questions raised at Town
Hall meetings.
4. Any payment for statutory entitlements or to settle claims in
connection with a termination of any existing or future Executive
Director, as necessary.
The Committee and the full Board is also made aware of, and
consulted on, the Company’s Human Resources strategy and takes
seriously its obligation to have a broad oversight on the operation of
fair pay policies elsewhere in the Group.
Non-Executive Directors
Contract
provision
Policy
Notice
periods
Three months’ notice from either
the Company or Director.
Detail
Appointed for a
three year term,
subject to annual
re-election by
shareholders at the
Company’s AGM.
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback
received as part of any discussions with shareholders and consults
with shareholders on specific matters as and when appropriate.
Further details of any material engagement with shareholders on the
subject of executive remuneration will be disclosed in the relevant
Annual Report on Remuneration.
Approved by the Board and signed on its behalf by Mark Brooker
Chair of the Remuneration Committee
29 November 2022
Annual Report and Accounts 2022 / 119
Directors’ Report
Future plc is the holding company of the Future group of companies (the Group).
Annual General Meeting
The Company’s 24th Annual General Meeting
will be held at 11 am on Wednesday 8
February 2023 at Future’s London office at,
121-141 Westbourne Terrace, Paddington, W2
6JR. The resolutions and explanatory notes
are set out in the Notice of Annual General
Meeting on pages 184 to 194.
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 Annual
Report: the Strategic Report; the Corporate
Governance Report; the Audit and Risk
Committee Report; the Nomination
Committee Report; the Remuneration
Committee Report; together 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, business review, future
prospects and environmental policy.
Directors
The names and biographical details of the
current Directors are shown on pages 78 to
79 of this Annual Report. Particulars of their
emoluments and beneficial and non-
beneficial interests in shares are given in the
Directors’ Remuneration Report on pages 98
to 112.
The appointment and removal of Directors is
governed by the Company’s Articles of
Association, the 2018 Code and the
Companies Act 2006. The Directors may,
from time to time, appoint one or more
Directors. In the interests of good
governance and in accordance with the
provisions of the 2018 Code, all Directors will
retire and submit themselves for election or
reelection at the forthcoming AGM.
Directors’ Powers
The Board manages the business of the
Company under the powers set out in the
Company’s Articles of Association. The
Company’s Articles of Association can only
be amended, or new Articles adopted, by a
120 / Future plc
resolution passed by shareholders in a
general 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
80 of this Annual Report. Information on
compensation for loss of office is contained
in the Directors’ Remuneration Report on
page 108 of this Annual Report.
Directors’ conflicts of interests
The Company has procedures in place for
managing conflicts of interest. Should a
Director become aware that they, or any of
their connected parties, have an interest in an
existing or proposed transaction with the
Company, they should notify the Board in
writing or at the next Board meeting.
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.
Directors’ indemnities
The Company had Directors’ and Officers’
liability insurance cover in place throughout
the year.
Share capital
Details of the Company’s issued share
capital, together with details of the
movements in the Company’s issued share
capital 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 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.
Shareholder authority for the Company to
allot Ordinary Shares up to an aggregate
nominal amount of £904,687.54 was granted
at the 2021 AGM. The issued share capital of
the Company at 30 September 2022 was
approximately £18,128,389.50 divided into
120,855,930 Ordinary Shares.
Since 30 September 2022, 779 new shares
have been issued as a result of the exercise of
share options by the Company’s share option
scheme participants and the total issued
share capital at 29 November 2022 is
120,856,709 Ordinary Shares. The Company’s
Ordinary Shares are listed on the London
Stock Exchange. The register of shareholders
is held in the UK.
Political donations
No contributions were made to political
parties during the year (2021: £Nil).
Data Protection and Privacy
Future is dedicated to ensuring we protect
the data of our customers, employees, and
prospective employees.
Data Privacy is a fundamental part of our
Corporate Ethics and we strive to ensure we
treat their data with the same standards as
we expect our own data to be treated; plus
our partners treat it to the same standards
too.
Future has a comprehensive Privacy
Programme in place to ensure we meet our
Privacy obligations under applicable laws.
This programme incorporates leading data
protection principles and practices which lie
at the heart of our approach to processing
personal data.
Our Privacy Office, and Data Protection
Officer, continually review, develop, and
improve Future’s privacy practices to ensure
we uphold these principles and Future’s
privacy operations are run in a smooth and
timely fashion. For example, updating
systems and processes to meet the deletion
and access rights of our customers and
employees, as they develop across all
relevant territories. We ensure we meet the
requirements of emerging privacy laws and
regulations across the world, as well as keep
up with rapid advancements in technology
and new business initiatives.
Group overviewCorporate Governance 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
Sir Peter Wood
Old Mutual Global Investors (UK) Ltd
Jupiter Fund Management Plc
Ameriprise Financial, Inc. and its group
Invesco Ltd
AXA Investment Managers
Oberweis Asset Management, Inc.
As at 30 September and 29
November 2022*
Nature of holding
5.86%
5.68%
5.55%
4.969%
4.91%
3.81%
3.71%
Direct
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.
Privacy and digital advertising standards
Future takes user privacy seriously and we
abide by all current digital advertising
standards by providing users with a clear
choice on how and when they accept
personalised advertising experiences, and
ensuring they can exercise their data privacy
rights. We work with industry trade bodies to
ensure we are aligned to the guiding
principles of privacy by design and
implement technical solutions to ensure this
is protected. It is clear that user privacy will
continue to evolve and become more
complex over time. We have the resource and
technology in place to ensure we adapt our
digital offering as needed.
We have invested significantly in our own
advertising technology stack, Hybrid and our
data platform, Aperture. These platforms
allow us to gather consent and process highly
valuable endemic audiences ensuring that
our advertisers can reach their customers
across our portfolio of market leading digital
properties.
Whistleblowing procedure
Whistleblowing and anti-bribery policies
It is Future’s policy to conduct all of our
business in an honest and ethical manner,
and we take a zero-tolerance approach to
bribery and corruption. We are committed to
acting professionally, fairly and with integrity
in all our business dealings and relationships
wherever we operate, and we are
implementing and enforcing effective
systems to counter bribery and corruption.
ensure not only are we legally compliant, but
that we also 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, malpractice, modern slavery and
human trafficking. Concerns may be raised
according to a stated escalation process from
an individual’s line manager, via their head of
department, SVP People, to the Head of
Legal and then to the Board of Directors,
including the Senior Independent Director.
Concerns may also be raised completely
anonymously by post. The whistleblowing
policy is also designed to ensure that any
employee who raises a genuine concern is
protected. During the year, no issues of
concern were raised via any of the
whistleblowing channels.
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 products sent to us for
review and the acceptance of gifts and trips
by our employees. We also have in place an
Editorial Ethics Committee which monitors
the approach to gifts and reviews trips to
Results and dividends
The results of the Group are shown on page
138 and movements in reserves are set out in
note 24 to the financial statements.
The Board’s policy is that dividends should
be covered at least four times by adjusted
earnings per share and free cashflow. The
Company’s Employee Benefit Trust (EBT)
waives its entitlement to any dividends. The
Board is recommending a final dividend for
the year of 3.4p per share (2021: 2.8p per
share) payable on 14 February 2023 to
shareholders recorded on the register at the
close of business on 20 January 2023. The
Ordinary Shares will become ex-dividend on
19 January 2023.
Significant agreements
The provisions of the European Directive on
Takeover Bids (as implemented in the UK in
the Companies Act 2006) require the
Company to disclose any significant
agreements which take effect, alter or
terminate upon a change of control of the
Company. In 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
Annual Report and Accounts 2022 / 121
long-term incentive plans (details of which
are set out in the Directors’ Remuneration
Report on pages 98 to 112) 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
of control by the Company or on one month’s
notice by the 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.
Other information
Other information relevant to this Directors’
Report, and which is incorporated by
reference, including information required in
accordance with the UK Companies Act 2006
and Listing Rule 9.8.4R, can be located
as follows:
This Directors’ Report was approved by order
of the Board.
On behalf of the Board
Anne Steele
Company Secretary
29 November 2022
122 / Future plc
Subject Matter
Important events since the
financial year-end
Likely future developments in the
business
Research and development
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
Diversity policy
Page
183
11
13
63
87
42
43
54
83
Future’s Data
Protection Principles
Lawful Processing
Future only processes personal data
where it has a legal basis to do so.
Individual Rights
Future respects individuals’ rights in
relation to their personal data, including
their rights of access, rectification,
erasure, restriction, portability, and
objection.
Stewardship
Future is committed to protecting
individuals’ privacy and has appropriate
policies and practices in place for the safe
handling of the personal data it
processes.
Storage and Limitation
Future has policies in place that require
the business to only retain data for as
long as needed, which is based on the
purpose for which we collected the data.
Data Minimisation
Future processes personal data that is
relevant and is necessary for the purpose
for which it was collected.
Data Security
Future uses appropriate technical and
organisational security measures to
protect personal data throughout its data
lifecycle, and requires the same
standards from its third-party service
providers.
Purpose Limitation
Future only collects and processes
personal data for a specified purpose.
Any further processing is only conducted
if it is for a compatible purpose unless the
individual’s consent is obtained or the
processing is otherwise permitted by law.
Fairness and Transparency
Future processes personal data fairly and
honestly, plus communicates openly with
individuals, on how and why their data is
being processed.
Group overviewCorporate Governance Directors’ responsibilities
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulation.
• prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
functions are listed in the Corporate
Governance report confirm that, to the best
of their knowledge:
• the Group and Company financial
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
have prepared the Group and Company
financial statements in accordance with
international accounting standards in
conformity with the requirements of the
Companies Act 2006 and International
Financial Reporting Standards (IFRSs)
adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European
Union. In preparing the Group financial
statements, the Directors have also elected
to comply with IFRSs, issued by the
International Accounting Standards
Board (IASB).
Under company law, Directors must not
approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the Group
and Company and of the profit or loss of
the Group for that period. In preparing the
financial statements, the Directors are
required to:
• select suitable accounting policies and
then apply them consistently;
• state whether applicable IFRSs as
adopted by the European Union and IFRSs
issued by IASB have been followed,
subject to any material departures
disclosed and explained in the financial
statements;
• make judgements and accounting
estimates that are reasonable and
prudent; and
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.
Directors’ confirmations
The Directors consider that the Annual
Report and Accounts, taken as a whole, is
fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Group’s and
Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and
statements, which have been prepared in
accordance with IFRSs as adopted by the
European Union and IFRSs issued by
IASB, give a true and fair view of the
assets, liabilities, financial position and
profit of the Group and loss of the
Company; and
• the Strategic Report includes a fair review
of the development and performance of
the business and the position of the
Group and Company, together with a
description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the
date the Directors’ Report is approved:
• so far as the Director is aware, there is no
relevant audit information of which the
Group’s and Company’s auditors are
unaware; and
• they have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that the
Group’s and Company’s auditors are
aware of that information.
This responsibility statement was approved
by the Board of Directors on 29 November
2022 and is signed on its behalf by:
Zillah Byng-Thorne
Chief Executive
29 November 2022
Annual Report and Accounts 2022 / 123
Financial
statement
124 / Future plc
Financial
statement
126
138
138
139
139
140
141
142
143
INDEPENDENT
AUDITORS' REPORT
CONSOLIDATED
INCOME STATEMENT
CONSOLIDATED
STATEMENT OF
COMPREHENSIVE INCOME
CONSOLIDATED
STATEMENT OF
CHANGES IN EQUITY
COMPANY STATEMENT
OF CHANGES IN EQUITY
CONSOLIDATED
BALANCE SHEET
COMPANY
BALANCE SHEET
CONSOLIDATED CASH
FLOW STATEMENT
NOTES TO THE
CONSOLIDATED
CASH FLOW STATEMENT
145
ACCOUNTING POLICIES
152
NOTES TO THE
FINANCIAL STATEMENTS
Annual Report and Accounts 2022 / 125
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 (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 2022 and
of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
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 statements of changes in equity;
the consolidated and parent company balance sheets;
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 United Kingdom adopted international accounting standards. The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including 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
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.
126 / Future plc
Group overviewFinancial Statement 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 matter that we identified in the current year is:
The valuation of brand intangible assets of Dennis Publishing
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
MMaatteerriiaalliittyy
SSccooppiinngg
The materiality that we used for the group financial statements was £8.8m (FY21:
£6.6m) which was determined based on forecast profit before tax adjusted for
exceptional items, as defined in note 5.
Our scoping covered 98% of the Group’s revenue; 95% of the Group’s adjusted
profit before tax; and 88% of the Group’s net assets.
SSiiggnniiffiiccaanntt cchhaannggeess iinn
oouurr aapppprrooaacchh
Our audit approach is consistent with the previous year with the exception of the
following:
In the prior year, we identified the valuation of brand intangibles arising
from the acquisition of the GoCo Group plc as a key audit matter. During
the period, the Group made the significant acquisition of Dennis Publishing.
As a result, for the current period we have identified the valuation of brand
intangible assets for this acquisition as a key audit matter.
In light of the Group’s growth and increasing contributions from its e-
commerce and digital advertising business, we no longer consider the
valuation of export Newstrade returns provisions to be a key audit matter
given the low level of historical errors and relative size of the amounts
provided for.
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:
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
Annual Report and Accounts 2022 / 127
testing, considering the plausibility of a break even scenario;
Assessed the impact of additional financing 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; and
Assessed the going concern disclosures in the financial statements.
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.
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.
55..11.. VVaalluuaattiioonn ooff aaccqquuiirreedd bbrraanndd iinnttaannggiibblleess ooff DDeennnniiss PPuubblliisshhiinngg
KKeeyy aauuddiitt mmaatttteerr
ddeessccrriippttiioonn
Following the acquisition of Dennis Publishing in the period, management has
completed the valuation of the acquisition balance sheet for the business.
The Group recognised £229.3m of goodwill and £158.8m of intangibles relating to
the acquisition of Dennis Publishing, of which £89.5m of brand intangibles have
been recognised. Further details on the amounts recognised can be found in Note
28.
Management engaged valuation specialists to support in the valuation of
intangibles and the overall preparation of the acquisition balance sheet position
including goodwill. The brand intangible assets are valued using a relief from royalty
method. The acquisition of Dennis Publishing is material to the group and the
revenue growth assumptions are the most sensitive assumptions that underpin the
valuation of the brand intangibles.
Further details are included within the Audit Committee report on page 88, in the
accounting policies section and note 1 to the financial statements.
128 / Future plc
Group overviewFinancial Statement
HHooww tthhee ssccooppee ooff oouurr
aauuddiitt rreessppoonnddeedd ttoo tthhee
kkeeyy aauuddiitt mmaatttteerr
In response to the identified key audit matter we have performed the following
procedures:
Assessed the processes and relevant controls around management
valuation estimates on acquired intangibles 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;
Challenged the revenue growth assumptions driving value in the model
through benchmarking against analyst and industry consensus, considering
both confirmatory and contradictory evidence;
Evaluated the mechanical accuracy of the valuation models;
Considered the reasonableness of useful economic lives through
benchmarking to comparable peers, previous 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 the Dennis Publishing acquisition 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
£8.8m (FY21: £6.6m)
£5.3m (FY21: £4.0m)
Annual Report and Accounts 2022 / 129
BBaassiiss ffoorr
ddeetteerrmmiinniinngg
mmaatteerriiaalliittyy
RRaattiioonnaallee ffoorr tthhee
bbeenncchhmmaarrkk
aapppplliieedd
5% of profit before tax adjusted for
exceptional items.
Parent company materiality is based on less
than 1% of net assets, which is capped at
60% of group materiality.
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.
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.
PBT adjusted for
exceptional items
£187.9m
PBT adjusted for
exceptional items
Group materiality
Group materiality
£8.8m
Component
materiality range
£3.1m to £3.7m
Audit Committee
reporting threshold
£0.4m
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% (FY21: 70%) of group materiality
70% (FY21: 70%) of parent company
materiality
In setting performance materiality, we considered the following factors:
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.
130 / Future plc
Group overviewFinancial Statement
66..33.. EErrrroorr rreeppoorrttiinngg tthhrreesshhoolldd
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of
£0.4m (FY21: £0.3m), 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.
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 seven
components including company only, which were subject to a full scope audits and audit of specific
account balances.
The seven components represent the principal business units with the Group’s reportable segments and
account for 98% of the Group’s revenue and 95% of the adjusted profit before tax and 88% of net 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 £3.1m to £3.7m (FY21: £1.8m to £2.8m).
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 2% of revenue or 5% profit before tax individually.
The group is audited by one audit team, led by the Senior Statutory Auditor.
11%%22%%
RReevveennuuee
00%%55%%
PPrrooffiitt
bbeeffoorree ttaaxx
Full audit scope
9977%%
Full audit scope
9955%%
1122%%
00%%
NNeett aasssseettss
Full audit scope
8888%%
Audit of specific account
balances
Audit of specific account
balances
Audit of specific account
balances
Review at group level
Review at group level
Review at group level
77..22.. OOuurr ccoonnssiiddeerraattiioonn ooff tthhee ccoonnttrrooll eennvviirroonnmmeenntt
The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an
understanding of the relevant IT environment and understood the design and implementation of key
general IT controls.
Annual Report and Accounts 2022 / 131
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, key audit matters, accounting estimates and revenue recognition. We did not plan to
rely on controls in any areas of the audit and instead adopted a fully substantive approach. Refer to the
Audit and Risk Committee on page 88, for further details of the Group’s internal controls development
programme.
77..33.. OOuurr ccoonnssiiddeerraattiioonn ooff cclliimmaattee--rreellaatteedd rriisskkss
The Group has assessed whether there is a material impact on the Group’s carrying value of assets and
liabilities at the balance sheet date as a result of climate-related risks and have concluded that there is
not. We assessed the related disclosures with support from climate specialists and read the related
narrative in the Corporate Responsibility report to consider whether it is materially consistent with our
knowledge obtained in the audit.
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.
132 / Future plc
Group overviewFinancial Statement
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.
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; and
the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations.
o
the matters discussed among the audit engagement team and relevant internal specialists, including
tax, valuation, IT, industry and fraud 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 area of non-routine adjustments to
revenue. 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
Annual Report and Accounts 2022 / 133
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. These included GDPR and employment legislation.
1111..22..
AAuuddiitt rreessppoonnssee ttoo rriisskkss iiddeennttiiffiieedd
As a result of performing the above, we did not identify any key audit matters related to the potential risk of
fraud or non-compliance with laws and regulations.
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;
in addressing the risk of fraud through non-routine adjustments to revenue, leveraging bespoke
analytics to identify revenue entries with characteristics that appeared unusual, and testing the
appropriateness of these entries by tracing to supporting documentation and evaluating the business
rationale; 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.
134 / Future plc
Group overviewFinancial Statement
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.
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 64;
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 71;
the directors' statement on fair, balanced and understandable set out on page 87;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 66;
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 87 and 88, and
the section describing the work of the audit committee set out on page 86.
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.
Annual Report and Accounts 2022 / 135
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
two years.
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).
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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared
Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the
annual financial report has been prepared using the single electronic format specified in the ESEF RTS.
Mark Tolley, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
29 November 2022
136 / Future plc
Group overviewFinancial Statement
Annual Report and Accounts 2022 / 137
Consolidated income statement
for the year ended 30 September 2022
Revenue
Net operating expenses
Operating profit
Finance income
Finance costs
Net finance costs
Profit before tax
Tax (charge)/credit
Profit for the year attributable to owners of the parent
See page 146 and note 10 for a reconciliation between adjusted and statutory results.
Earnings Ordinary share
Basic earnings per share
Diluted earnings per share
Note
1, 2
3
7
7
1
8
Non -GAAP
Adjusted
results
£m
825.4
(553.7)
271.7
0.1
(18.7)
(18.6)
253.1
(55.0)
198.1
2022
Adjusting
items
£m
Statutory
results
£m
Non -GAAP
Adjusted
results
£m
-
825.4
(83.1)
(83.1)
-
-
-
(83.1)
7.2
(75.9)
(636.8)
188.6
0.1
(18.7)
(18.6)
170.0
(47.8)
122.2
606.8
(411.0)
195.8
0.3
(7.8)
(7.5)
188.3
(38.3)
150.0
2021
Adjusting
items
£m
-
(80.5)
(80.5)
-
-
-
(80.5)
(3.4)
(83.9)
Statutory
results
£m
606.8
(491.5)
115.3
0.3
(7.8)
(7.5)
107.8
(41.7)
66.1
Note
10
10
2022
pence
101.4
100.9
2021
pence
59.3
58.1
2022
£m
122.2
80.8
80.8
203.0
2021
£m
66.1
(12.3)
(12.3)
53.8
Consolidated statement of comprehensive income
for the year ended 30 September 2022
Profit for the year
Items that may be reclassified to the consolidated income statement
Currency translation differences
Other comprehensive income/(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.
138 / Future plc
Group overviewFinancial Statement
Consolidated statement of changes in equity
for the year ended 30 September 2022
Group
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
- Share-based payments
- Current tax on options
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2021
Profit for the year
Currency translation differences (net of tax)
Other comprehensive expense for the year
Total comprehensive income for the year
Acquisition of own shares
Share schemes
- Issue of treasury shares to employees
- Share-based payments
- Current tax on options
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2022
24
24
6
14
9
24
24
6
14
9
Company statement of changes in equity
for the year ended 30 September 2022
Company
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
- Share based payments
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2021
Profit for the year
Total comprehensive loss for the year
Share schemes
- Issue of treasury shares to employees
- Share based payments
- Deferred tax on options
Dividends paid to shareholders
Balance at 30 September 2022
Issued share
capital
£m
Note
Share
premium
account
£m
14.7
197.0
Merger
reserve
£m
170.9
Treasury
reserve
£m
(8.8)
Accumulated
exchange
differences
£m
Retained
(losses)/
earnings
£m
-
-
-
-
22, 24
3.4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
411.0
-
-
-
-
-
-
-
-
-
-
-
(4.9)
6.1
-
-
-
-
2.2
-
(12.3)
(12.3)
(12.3)
-
-
-
-
-
-
-
(10.1)
-
80.8
80.8
80.8
-
-
-
-
-
-
70.7
Merger
reserve
£m
61.9
-
-
411.0
-
-
-
Total
equity
£m
381.3
66.1
(12.3)
(12.3)
53.8
414.4
(4.9)
-
10.0
(2.4)
11.7
(1.6)
862.3
122.2
80.8
80.8
203.0
(7.9)
-
11.3
3.1
(7.7)
(3.4)
1,060.7
Total
equity
£m
326.1
(8.7)
(8.7)
414.4
(6.1)
10.0
1.4
(1.6)
735.5
257.9
257.9
(7.5)
11.3
1.2
(3.4)
995.0
5.3
66.1
-
-
66.1
-
-
(6.1)
10.0
(2.4)
11.7
(1.6)
83.0
122.2
-
-
122.2
-
(7.5)
11.3
3.1
(7.7)
(3.4)
201.0
Retained
earnings
£m
52.5
(8.7)
(8.7)
-
(6.1)
10.0
1.4
(1.6)
47.5
257.9
257.9
(7.5)
11.3
1.2
(3.4)
307.0
18.1
197.0
581.9
(7.6)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18.1
-
197.0
-
581.9
-
-
-
-
(7.9)
7.5
-
-
-
-
(8.0)
Issued share
capital
£m
Note
Share
premium
account
£m
14.7
197.0
22, 24
24
6
9
24
6
9
-
-
-
-
-
-
-
-
3.4
-
-
-
-
18.1
-
-
-
-
-
-
197.0
-
472.9
-
-
-
-
-
-
-
-
-
-
-
18.1
-
197.0
-
472.9
Annual Report and Accounts 2022 / 139
Consolidated balance sheet
as at 30 September 2022
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
Deferred tax
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
Deferred income
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
Trade and other payables
Deferred income
Corporation tax payable
Lease liability due within one year
Deferred consideration
Deferred tax
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2022
£m
2021
£m
11
12
12
14
14
15
16
21
22
24
24
24
18
20
14
19
18
17
20
14
53.0
1,069.6
646.2
-
1,768.8
1.2
13.4
5.1
134.3
29.2
6.1
189.3
1,958.1
18.1
197.0
581.9
(8.0)
70.7
201.0
1,060.7
369.0
55.8
131.7
21.4
14.9
592.8
83.8
143.8
55.8
1.0
12.1
4.5
3.6
304.6
897.4
1,958.1
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
133.7
7.1
2.1
4.9
-
-
190.3
768.8
1,631.1
The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its
behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
140 / Future plc
Group overviewFinancial Statement
Company balance sheet
as at 30 September 2022
Assets
Non-current assets
Investments in Group undertakings
Deferred tax
Trade and other receivables
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
2022
£m
2021
£m
13
14
15
15
16
22
24
24
18
18
17
1,273.5
0.8
163.6
1,437.9
27.4
0.1
27.5
1,465.4
18.1
197.0
472.9
307.0
995.0
357.0
357.0
79.6
33.8
113.4
470.4
1,465.4
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
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 profit for the year was £257.9m (2021: loss of £8.7m).
The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its
behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
Future plc
03757874
Annual Report and Accounts 2022 / 141
Consolidated cash flow statement
for the year ended 30 September 2022
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 subsidiary undertakings, net of cash acquired
Settlement of receivable from sellers
Net cash used in investing activities
Cash flows from financing activities
Costs of share issue
Acquisition of own shares
Drawdown of bank loans
Repayment of bank loans
Drawdown/(repayment) of overdraft
Bank arrangement fees
Repayment of principal element of lease liabilities
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
2022
£m
268.5
(13.7)
(2.1)
(50.1)
202.6
(2.6)
(9.0)
(113.1)
8.0
(116.7)
-
(7.9)
95.7
(467.1)
1.0
(1.9)
(5.4)
(3.4)
(389.0)
(303.1)
324.3
8.0
29.2
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
142 / Future plc
Group overviewFinancial Statement Notes to the consolidated cash flow statement
for the year ended 30 September 2022
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
Impairment charge on tangible assets
Amortisation of intangible assets
Impairment charge on intangible assets
Share-based payments
Net finance costs
Tax charge
Cash generated from operations before changes
in working capital and provisions
Movement in provisions
Increase in inventories
(Increase)/decrease in trade and other receivables
Decrease in trade and other payables
Cash generated from operations
B. Analysis of net debt
Note
11
11
12
12
6
7
8
19
15
17
Group
2022
£m
122.2
9.1
6.6
71.3
-
11.3
18.6
47.8
286.9
0.5
(0.2)
(3.8)
(14.9)
268.5
Group
2021
£m
66.1
8.7
1.0
48.7
8.8
10.0
7.5
41.7
192.5
0.2
(0.2)
8.9
(4.2)
197.2
The definition of net debt is provided in the 'Presentation of non-statutory measures' section of the Accounting policies, on page 145.
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
2021
£m
324.3
(42.5)
(458.1)
(176.3)
1 October
2020
£m
19.3
(7.8)
(73.6)
(62.1)
Cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2022
£m
(316.1)
(38.3)
410.8
56.4
13.0
(2.4)
(296.2)
(285.6)
-
(0.6)
(2.2)
(2.8)
8.0
-
(23.3)
(15.3)
29.2
(83.8)
(369.0)
(423.6)
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)
Annual Report and Accounts 2022 / 143
Group
2022
£m
(176.3)
(303.1)
73.9
(2.8)
(15.3)
(423.6)
Group
2021
£m
(62.1)
306.8
(417.8)
(1.7)
(1.5)
(176.3)
1 October
2021
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other
non cash
movements
£m
30 September
2022
£m
73.5
324.3
1.9
(7.4)
(316.1)
(0.6)
399.7
(324.1)
25.0
13.0
2.7
40.7
(125.2)
(48.9)
(43.1)
(463.1)
(680.3)
(280.6)
64.3
6.0
(38.6)
409.1
440.8
116.7
(66.6)
(20.7)
(2.4)
(296.2)
(385.9)
(345.2)
8.7
8.0
-
16.7
(11.3)
(1.9)
-
(23.3)
(36.5)
(19.8)
-
-
2.1
2.1
-
(2.4)
-
-
(2.4)
(0.3)
99.8
29.2
6.1
135.1
(138.8)
(67.9)
(84.1)
(373.5)
(664.3)
(529.2)
1 October
2020
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other non
cash move-
ments
£m
30 September
2021
£m
58.7
19.3
1.6
79.6
(104.8)
(24.7)
(7.8)
(74.5)
(211.8)
(132.2)
(2.2)
293.5
(0.4)
290.9
7.7
6.5
(32.1)
(308.3)
(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)
C. Reconciliation of movement in net debt
Net debt at start of year
(Decrease)/increase in cash and cash equivalents
Decrease/(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
Trade and other payables
Lease liabilities
Current borrowings
Non-current borrowings
Total financial liabilities
Net financial assets and liabilities
Group
Financial assets
Trade and other receivables (net)
Cash and cash equivalents
Finance lease receivable
Total financial assets
Financial liabilities
Trade and other payables
Lease liabilities
Current borrowings
Non-current borrowings
Total financial liabilities
Net financial assets and liabilities
144 / Future plc
Group overviewFinancial Statement
Accounting policies
Compliance statement and basis of preparation
Future plc (the Company) is incorporated and registered in England and Wales and is a public company limited by shares. The address of the
Company’s registered office and its registered number are given on pages 141 and 195. The financial statements consolidate those of Future plc
and its subsidiaries (the Group).
The Consolidated Financial Statements have been prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and UK adopted IFRSs.
The principal accounting policies applied in the preparation of the consolidated financial statements published in this 2022 Annual Report
are set out on pages 145 to 151. 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 123.
The Company has applied Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) issued by the Financial Reporting Council
(FRC) incorporating the Amendments to FRS
101 issued by the FRC in July 2015, and the
amendments to Company law made by The
Companies, Partnerships and Groups
(Accounts and Reports) Regulations 2015. In
these financial statements, the Company has
applied the exemptions available under FRS
101 in respect of the following disclosures:
- A Cash Flow Statement and related notes;
- Comparative period reconciliations for
share capital and tangible fixed assets;
- Disclosures in respect of transactions with
wholly owned subsidiaries;
- Disclosures in respect of capital
management;
- The effects of new but not yet effective
IFRSs; and
- Disclosures in respect of the compensation
of Key Management Personnel.
The Company produces consolidated financial
statements which are prepared in accordance
with International Financial Reporting
Standards. As the consolidated 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
- The disclosures required by IFRS 7 and
IFRS 13 regarding financial instrument
disclosures have not been provided.
As permitted by s408 of the Companies Act
2006 the Company has elected not to present
its own profit and loss account or statement
of comprehensive income for the year. The
profit attributable to the Company is
disclosed in the footnote to the Company’s
balance sheet.
New or revised accounting standards
and interpretations adopted in the year
The following standards and amendments
became effective in the year:
- amendments to IFRS 4, IFRS 7, IFRS 9, IFRS
16 and IAS 39 regarding replacement issues
in the context of the IBOR reform; and
- amendments to IFRS 16 relating to the
extension of the exemption from assessing
whether a COVID-19 related rent concession
is a lease modification.
There has been no material impact from the
adoption of new standards, amendments to
standards or interpretations which are
relevant to the Group.
New accounting standards,
amendments and interpretations
that are issued but not yet applied by
the Group
Certain new standards, amendments and
interpretations to existing standards have
been published that are mandatory for
accounting periods beginning on or after 1
October 2022 and which the Group has
chosen not to adopt early. These include the
following standards which are relevant to
the Group:
- amendment to IAS 1 Amendments
regarding the classification of liabilities
and Amendments regarding the
disclosure of accounting policies;
- IAS 8 Amendments regarding the
definition of accounting estimates;
- IAS 12 Amendments regarding deferred
tax on leases and decommissioning
obligations;
- IAS 16 Amendments prohibiting a
company from deducting from the cost of
property, plant and equipment amounts
received from selling items produced
while the company is preparing the asset
for its intended use;
- IAS 37 Amendments regarding the costs
contract is onerous;
- I FRS 3 Amendments updating a reference
to the Conceptual Framework;
- IFRS 9 Amendments relating to the fees
in the '10 per cent' test for derecognition
of financial liabilities;
- IFRS 16 Amendments to clarify how a
seller-lessee subsequently measures sale
and leaseback transactions; and
- Annual Improvements to IFRS Standards
2018-2020 Cycle.
The Group does not expect that the
standards and amendments issued but not
yet effective will have a material impact on
results or net assets.
Presentation of non-statutory
measures
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.
Adjustments are made in respect of:
- Share-based payments – share-based
payment expenses (relating to equity-
settled share awards with vesting periods
longer than 12 months), together with
associated social security costs, are
excluded from the adjusted results of the
Group as the Directors believe they result
in a level of charge that would distort the
user’s view of the core trading performance
of the Group. Details of share-based
payments are shown in note 23.
to include when assessing whether a
- Exceptional items – the Group considers
Annual Report and Accounts 2022 / 145
items of income and expense as
exceptional and excludes them from the
adjusted results where the nature of the
item, or its size, is material and/or is not
related to the core trading of the Group
so as to assist the user of the financial
statements to understand the results of
the core underlying operations of the
Group. The prior and current year
impairment charges recognised 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.
The following adjustments are only
relevant in the context of the prior
year results:
- 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
was excluded from the adjusted results
of the Group as it resulted in a one-off
non-cash impact on the Group’s deferred
tax balances and would otherwise
significantly distort the Group’s core
tax charge.
The tax related to adjusting items is the tax
effect of the items above, calculated using
the standard rate of corporation tax in the
relevant jurisdiction.
Reference to 'core or underlying' reflects the
trading results of the Group without the
impact of amortisation of acquired intangible
assets, exceptional items, share-based
payment expenses (relating to equity-settled
share awards with vesting periods longer than
12 months), together with associated social
security costs and any tax related effects that
would otherwise distort the users
understanding of the Group's performance. In
the prior year this also excludes the impact of
the UK tax rate change and impairment charge
in respect of acquired intangible assets.
146 / Future plc
A reconciliation of adjusted operating profit
to profit before tax is shown below:
A reconciliation between adjusted and
statutory earnings per share measures is
shown in note 10.
2022
£m
2021
£m
Adjusted operating profit
271.7 195.8
Adjusted net finance costs (note 7)
(18.6)
(7.5)
Adjusted profit before tax
253.1 188.3
Adjusting items:
Share-based payments
(including social
security costs) (note 6)
(6.9) (14.8)
Exceptional items (note 5)
(17.9) (27.4)
Amortisation of acquired
intangibles (note 12)
(58.3) (38.3)
Profit before tax
170.0 107.8
A summary table of all measures is included
below:
Basis of consolidation
The consolidated financial statements
incorporate the financial statements of Future
plc (the Company) and its subsidiary
undertakings. Subsidiaries are all entities
controlled by the Group. Control exists when
the Group is either exposed to or has the
rights to variable returns from its involvement
with the entity and has the ability to affect
those returns through its power over the
entity. Subsidiaries are fully consolidated
from the date on which control is transferred
to the Group. They are deconsolidated from
the date that control ceases. The purchase
method of accounting is used to account for
the acquisition of subsidiaries by the Group.
Closest
equivalent
statutory
measure
Operating
profit
APM
Adjusted
operating
profit
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
Profit
before tax
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.
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
Effective
tax rate
Adjusted
operating
cash flow
Operating
cash flow
Adjusted effective tax rate is defined as the effective tax rate ad-
justed for the tax impact of adjusting items and any other one-off
impacts that distort a user’s view of the tax charge that would be
expected to arise on the core trading profit of the Group on a recur-
ring basis. The tax impact of adjusting items is provided in note 8.
Adjusted operating cash flow represents cash generated from
operations adjusted to exclude cash flows relating to exceptional
items and payment of 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.
Adjusted
free cash
flow
Free cash
flow
Adjusted free cash flow is defined as adjusted operating cash flow
less capital expenditure. Capital expenditure is defined as cash-
flows relating to the purchase of property, plant and equipment
and purchase of computer software and website development.
Net debt
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.
Group overviewFinancial Statement The cost of an acquisition is measured as the
fair value of the assets given, equity
instruments issued and liabilities incurred or
assumed at the date of exchange, and
includes the fair value of any asset or liability
resulting from a contingent consideration
arrangement. Acquisition-related costs are
expensed as incurred. Identifiable assets
acquired and liabilities and contingent
liabilities assumed in a business
combination are measured initially at their
fair values at the acquisition date. The excess
of the cost of acquisition over the fair value
of the Group’s share of the identifiable net
assets acquired is recorded as goodwill.
Inter-company transactions, balances and
unrealised gains on transactions between
Group companies are eliminated.
consumer, rather than the amount remitted
by the agent.
Related commissions paid to agents are
recognised as an expense within cost of sales.
The following recognition criteria also apply:
- eCommerce revenue is recognised at the
time of the related product sale.
- Magazine newsstand circulation, print
subscription and advertising revenue is
recognised according to the date that the
related publication goes on sale.
- Online advertising revenue is recognised
over the period during which the adverts
are served.
- Revenue from the sale of digital magazine
subscriptions is recognised uniformly
over the term of the subscription.
- Event income is recognised when the
Unrealised losses are also eliminated but
event has taken place.
are considered an impairment indicator of
the asset transferred. Accounting policies of
subsidiaries have been changed where
necessary to ensure consistency with the
policies adopted by the Group.
Segment reporting
The Group is organised and arranged
primarily by geographical segment. The
Group also uses a sub-segment split of
Media and Magazines for further analysis.
Operating segments are reported in a
manner consistent with the internal
reporting provided to the Chief Operating
Decision Makers who are considered to be
the Executive Directors of Future plc.
Revenue recognition
Revenue from contracts with customers is
recognised in the income statement in line
with the five-step model in IFRS 15, to reflect
the pattern of transfer of goods and services
to the customer. 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.
Revenue comprises the transaction price
of the contract, being consideration received
or receivable for the sale of goods and
services in the ordinary course of the Group’s
activities. Revenue is shown net of value-
added tax, estimated returns, rebates and
discounts, which includes retail promotion
costs and advertising rebates, and after
eliminating sales within the Group.
For print and digital magazine newstrade
and subscription revenue, and digital
advertising revenues and expenses, revenue
is recognised as the amount paid by the end
- Licensing revenue is recognised on the
supply of the licensed content.
- Publisher services revenue is recognised
when the issues are distributed to
wholesalers.
- Revenue from broadcaster productions is
recognised over the period of
development in line with expenditure
incurred.
- Other revenue is recognised at the time of
sale or provision of service.
- Price comparison revenue is recognised
upon completion of the sale.
- Rewards revenue is recognised upon
usage of a voucher net of an estimate for
cancellations.
The right of return is considered to be
variable consideration. The probable
amount of expected returns is estimated
using the most-likely amount method and
accounted for as a reduction in revenue.
Foreign currency translation
(a) Functional and presentation
currency
Items included in the financial statements of
each of the Group’s entities are measured
using the currency of the primary economic
environment in which the entity operates
(‘the functional currency’). The consolidated
financial statements are presented in sterling,
which is the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated
into the functional currency using the
exchange rate prevailing at the date of the
transaction. Foreign exchange gains and
losses resulting from the settlement of such
transactions and from the translation at
balance sheet exchange rates of monetary
assets and liabilities denominated in foreign
currencies are recognised in the income
statement, with exchange differences
arising on trading transactions being
reported in operating profit and with those
arising on financing transactions reported in
net finance costs unless, as a result of cash
flow hedging, they are reported in other
comprehensive income.
(c) Group companies
The results and financial position of all the
Group entities that have a functional
currency different from the presentation
currency are translated into the
presentation currency as follows:
(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
equity and presented separately in the
Consolidated statement of changes in
equity.
On consolidation, exchange differences
arising from the translation of the net
investment in foreign operations, and of
borrowings and other currency instruments
designated as hedges of such investments,
are taken to shareholders’ equity. When a
foreign operation is sold, exchange
differences that were recorded in equity are
recognised in the income statement as part of
the gain or loss on sale.
Employee benefits
(a) Pension obligations
The Group has a number of defined
contribution plans. For defined contribution
plans the Group pays contributions into a
privately administered pension plan on a
contractual or voluntary basis. The Group has
no further payment obligations once the
contributions have been paid. Contributions
are charged to the income statement as they
are incurred.
(b) Share-based compensation
The Group operates a number of share-based
compensation plans.
The fair value of the employee services
received in exchange for the grant of the
awards is recognised as an expense. The total
amount to be expensed over the appropriate
service period is determined by reference to
the fair value of the awards. The calculation
of fair value includes assumptions regarding
the number of cancellations and excludes the
impact of any non-market vesting conditions
Annual Report and Accounts 2022 / 147
(for example, earnings per share). Non-
market vesting conditions are included in
assumptions about the number of awards
that are expected to vest. At each balance
sheet date, the Group revises its estimates of
the number of awards that are expected to
vest. It recognises the impact of the revision
of original estimates, if any, in the income
statement, with a corresponding adjustment
to equity for equity-settled awards and
liabilities for cash-settled awards.
The grant by the Company of share
awards to the employees of subsidiary
undertakings is treated as a capital
contribution. The fair value of employee
services received, measured by reference to
the grant date fair value, is recognised over
the vesting period as an increase to
investment in subsidiary undertakings, with
a corresponding credit to equity in the
Company’s financial statements.
Shares in the Company are held in trust
to satisfy the exercise of awards under
certain of the Group’s share-based
compensation plans and exceptional
awards. The trust is consolidated within the
Group financial statements. These shares
are presented in the consolidated balance
sheet as a deduction from equity at the
market value on the date of acquisition.
(c) Bonus plans
The Group recognises a liability and an
expense for bonuses taking into
consideration the profit attributable to the
Company’s shareholders after certain
adjustments. The Group recognises a
provision where contractually obliged or
where there is a past practice that has
created a constructive obligation.
Leases
Property leases are recognised on the
balance sheet as a right-of-use asset and
corresponding lease liability at the date the
leased asset is available for use. Lease
liabilities are measured at the present value
of payments less lease incentives
receivable. Right-of-use assets are
measured equal to the value of the lease
liability plus restoration costs.
Lease payments are discounted using the
interest rate implicit in the lease, or where
not available, the incremental borrowing
rate (for leases existing on transition the
incremental borrowing rate).
Short-term and low-value leases (as
defined by IFRS 16) are recognised on a
straight-line basis as an expense in the
income statement.
Finance costs are charged to the income
148 / Future plc
statement over the lease term, at a
constant periodic rate of interest. Right-of-
use assets are depreciated over the lease
term on a straight-line basis. Each lease
payment is allocated between the liability
and finance cost.
Where the Group is a lessor, where the
lease transfers substantially all the risks
and rewards of ownership to the lessee it is
classified as a finance lease. All others are
accounted for as operating leases. Where
the Group is an intermediate lessor, the
sublease is classified as a finance or
operating lease by reference to the
right-of-use asset arising from the head
lease. Amounts due from lessees under
finance leases are recognised as receivables
at the amount of the net investment in the
leases. Finance lease income reflects a
constant periodic rate of return on the
Group’s net investment outstanding. Rental
income from operating leases is recognised
on a straight-line basis over the term of the
relevant lease.
Tax
Tax on the profit or loss for the year
comprises current tax and deferred tax. Tax
is recognised in the income statement
except to the extent that it relates to items
recognised directly in equity in which case it
is recognised in equity.
Current tax is payable based on taxable
profits for the year, using tax rates that have
been enacted or substantively enacted at
the balance sheet date, along with any
adjustment relating to tax payable in
previous years. Management periodically
evaluates items detailed in tax returns
where the tax treatment is subject to
interpretation. Taxable profit differs from
net profit in the income statement in that
income or expense items that are taxable or
deductible in other years are excluded – as
are items that are never taxable or
deductible. Current tax assets relate to
payments on account not offset against
current tax liabilities.
Deferred tax is provided for in full, using
the liability method, on temporary
differences arising between the tax bases of
assets and liabilities and their carrying
amounts in the consolidated financial
statements. However, deferred tax is not
accounted for if it arises from initial
recognition of an asset or liability in a
transaction other than a business
combination that at the time of the
transaction affects neither accounting nor
taxable profit or loss. Deferred tax is
determined using tax rates (and laws) that
have been enacted or substantively enacted
by the balance sheet date and are expected
to apply when the related deferred tax
asset is realised or the deferred tax liability
is settled in the appropriate territory.
Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which the
temporary differences can be utilised.
Deferred tax is provided on temporary
differences arising on investments in
subsidiaries, except where the timing of the
reversal of the temporary difference is
controlled by the Group and it is probable
that the temporary difference will not
reverse in the foreseeable future.
Certain deferred tax assets and liabilities
are offset against each other where they
relate to the same jurisdiction and there is a
legally enforceable right to offset.
Uncertain tax positions are provided for
under IAS 12, with due consideration for the
interpretive guidance in IFRIC 23. Each
uncertain tax treatment is considered either
separately or together with other uncertain
positions in the same jurisdiction,
depending on which approach better
predicts the resolution of the uncertainty.
The effect of the uncertainty is measured
with reference to the expected value, i.e. the
sum of the probability-weighted amounts in
a range of possible outcomes. The expected
value better predicts the resolution of the
uncertainty where there is a range of
possible outcomes.
Deferred tax in business
combinations
In business combinations, deferred tax is
calculated at the date of acquisition. Where
the fair value (and therefore the acquisition
accounting value) of assets acquired is
different from its tax base, a deferred tax
asset or liability is recognised on the
temporary difference. The tax base is
dependent on the expected tax deductions
available in the applicable jurisdiction over
the life of the asset.
Dividends
All dividend distributions to the Company’s
shareholders are recognised as a liability in
the financial statements in the period in
which they are approved.
Property, plant and equipment
Property, plant and equipment is stated at
cost (or deemed cost) less accumulated
depreciation and impairment losses. Cost
Group overviewFinancial Statement includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation
Depreciation is calculated using the
straight-line method to allocate the cost of
property, plant and equipment less
residual value over estimated useful lives,
as follows:
• Land and buildings – 50 years or period
of the lease if shorter.
• Plant and machinery – between one and
five years.
• Equipment, fixtures and fittings
– between one and five years.
• Right-of-use assets – lease term.
The assets’ residual values and useful lives
are reviewed, and adjusted if appropriate,
at each balance sheet date. An asset’s
carrying amount is written down
immediately to its recoverable amount if
the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are
determined by comparing proceeds with
carrying amounts. These are included in the
income statement.
Intangible assets
(a) Goodwill
Goodwill represents the difference between
the cost of the acquisition and the fair value
of net identifiable assets acquired.
Goodwill is stated at cost less any
accumulated impairment losses. Goodwill is
allocated to appropriate groups of cash
generating units (those expected to benefit
from the business combination) and it is not
subject to amortisation but is tested annually
for impairment.
(b) Acquired intangible assets
These intangible assets have a finite useful
life and are stated at cost less accumulated
amortisation. Assets acquired as part of a
business combination are initially stated at
fair value. Amortisation is calculated using
the straight-line method to allocate the cost
of these intangibles over their estimated
useful lives (typically between one and
twenty years).
Expenditure incurred on the launch of new
magazine titles is recognised as an expense
in the income statement as incurred.
(c) Computer software and website
development
Non-integral computer software purchases
are stated at cost less accumulated
amortisation. Costs incurred in the
development of new websites are
capitalised only where the cost can be
directly attributed to developing the
website to operate in the manner intended
by management and only to the extent of
the future economic benefits expected from
its use. These costs are amortised on a
straight-line basis over their estimated
useful lives (between one and three years).
Costs associated with maintaining
computer software or websites are
recognised as an expense as incurred.
Impairment tests and
Cash-Generating Units (CGUs)
A CGU is defined as the smallest
identifiable group of assets that generates
cash inflows that are largely independent
of the cash inflows from other assets or
groups of assets.
Goodwill is not amortised but tested for
impairment at least once a year or more
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, together with internal performance
indicators, in order to assess whether an
impairment test should be performed more
than once a year.
IAS 36 Impairment of Assets requires
these tests to be performed at the level of
each CGU or group of CGUs likely to benefit
from acquisition-related synergies, within
an operating segment.
Any impairment of goodwill is recorded
in the income statement as a deduction
from operating profit and is never reversed
subsequently.
Other intangible assets with a finite life
are amortised and are tested for impairment
only where there is an indication that an
impairment may have occurred.
is the best estimate of the amount
obtainable from the sale of an asset in an
arm’s length transaction between
knowledgeable, willing parties, less the
costs of disposal. This estimate is
determined, on 30 September, on the basis
of the discounted present value of
expected future cash flows plus a terminal
value and reflects general market
sentiment and conditions.
Value in use is the present value of the
future cash flows expected to be derived
from the CGUs or group of CGUs. Cash flow
projections are based on economic
assumptions and forecast trading
conditions drawn up by the Group’s
management, as follows:
• cash flow projections are based on three-
year business plans;
• cash flow projections beyond that
time frame are extrapolated by
applying a country-specific growth
rate to perpetuity for both the US,
Australia and the UK; and
• the cash flows obtained are discounted
using appropriate rates for the business
and the territories concerned.
If goodwill has been allocated to a CGU and
an operation within that CGU is disposed of,
the goodwill associated with that operation
is included in the carrying amount of the
operation in determining the profit or loss
on disposal. The goodwill allocated to the
disposal is measured on the basis of the
relative profitability of the operation
disposed and the operations retained.
Inventories
Inventories are stated at the lower of cost
and net realisable value. For raw materials,
cost is taken to be the purchase price on a
first in, first out basis. For finished goods,
cost is calculated as the direct cost of
production. It excludes borrowing costs.
Net realisable value is the estimated selling
price in the ordinary course of business, less
applicable variable selling expenses.
Recoverable amount
To determine whether an impairment loss
should be recognised, the carrying value of
the assets and liabilities of the CGUs or
groups of CGUs is compared to their
recoverable amount.
Carrying values of CGUs and groups of
CGUs tested include goodwill and assets
with finite useful lives (property, plant and
equipment and intangible assets).
The recoverable amount of a CGU is the
higher of its fair value less costs to sell and
its value in use. Fair value less costs to sell
Trade and other receivables
Trade and other receivables are initially
recognised at fair value and subsequently
measured at amortised cost using the
effective interest method, less a loss
allowance. The Group applies the IFRS 9
simplified approach to measuring expected
credit losses, which uses a lifetime expected
loss allowance for all trade receivables.
Expected loss rates, calculated based on
historical credit losses, are applied to trade
receivables grouped based on days past due.
Annual Report and Accounts 2022 / 149
Cash and cash equivalents
Cash and cash equivalents include cash in
hand and deposits held on call with banks.
Bank overdrafts are shown within
borrowings in current liabilities on the
balance sheet.
Trade and other payables
Trade and other payables are initially
recognised at fair value and subsequently
measured at amortised cost.
Borrowings
Borrowings are recognised initially at fair
value, net of transaction costs incurred.
Borrowings are subsequently stated at
amortised cost with any difference between
the proceeds (net of transaction costs) and
the redemption value recognised in the
income statement over the period of the
borrowings using the effective interest
method.
Borrowings are classified as current
liabilities unless the Group has an
unconditional right to defer settlement of the
liability for at least 12 months after the
balance sheet date.
Provisions
Provisions are recognised when the Group
has a present legal or constructive obligation
as a result of past events, and it is more likely
than not that an outflow of resources will be
required to settle the obligation.
Provisions are measured at the Directors’
best estimate of the expenditure required to
settle the obligation at the balance sheet
date, and are discounted to present value
where the effect is material.
Investments
The Company’s investments in subsidiary
undertakings are stated at the fair value of
consideration payable, including related
acquisition costs, less any provisions for
impairment.
Exceptional items
The Group considers items of income and
expense as exceptional and excludes them
from the adjusted results where the nature of
the item, or its size, is material and/or is not
related to the core trading of the Group so as
to assist the user of the financial statements
to understand the results of the core
underlying operations of the Group. Details
of exceptional items are shown in note 5.
150 / Future plc
Critical accounting assumptions,
judgements and estimates
The preparation of the financial statements
under IFRS requires the use of certain critical
accounting assumptions and requires
management to exercise its judgement and
to make estimates in the process of applying
the Group’s accounting policies.
Critical judgements in applying the
Group’s accounting policies
The areas where the Board has made critical
judgements in applying the Group’s
accounting policies (apart from those
involving estimations which are dealt with
separately below) are:
(a) Accounting for acquisitions
Management applies judgement in
accounting for acquisitions, including
identifying assets arising from the application
of IFRS 3 Business combinations, undertaking
Purchase Price Allocation exercises to allocate
value between assets acquired, including the
allocation between intangible assets and
goodwill, and where relevant valuing
contingent consideration. Key judgements are
made in respect of discount rates, growth
rates, royalty rates and the estimated life of
intangibles, for which sensitivity analysis has
been provided in section (a) below. See note
28 for further detail.
(b) Exceptional items
Due to the significant acquisition-related
activity, there are a number of items which
require judgement to be applied in
determining whether they are exceptional in
nature. In the current year these include
acquisition related costs of £4.7m including
£2.9m and £1.2m relating to the Dennis and
Who What Wear acquisitions respectively, in
addition to £1.7m and £0.6m of restructuring
costs attributable to the review of titles in
our portfolio and building of a finance centre
of excellence in Bath and a £10.9m net
expense relating to onerous properties. See
notes 5 and 28 for further details.
(c) Determining the basis on which
goodwill is allocated and monitored
for goodwill impairment testing
Judgement is applied in the identification of
cash-generating units (“CGUs”) as well as
the basis on which goodwill is monitored.
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).
Given the speed of integration of
acquisitions and the interdependency of
revenues across the Group, both between
its brands, the Media and Magazine
sub-segments and globally the Directors
remain comfortable with the continued
identification of the UK and the US as the
other primary groups of CGUs used in
impairment testing, based on how goodwill
is monitored.
Key sources of estimation
uncertainty
The following is an area of key source of
estimation uncertainty that may have a
significant risk of causing a material
adjustment to the carrying amounts of assets
and liabilities within the next financial year:
(a) Valuation of acquired intangible
assets
Acquisitions may result in the recognition of
intangible assets, such as titles, trademarks,
brands, customer lists, subscriber
databases, creative services relationships,
content, advertising relationships, customer
relationships, publishing rights, non-
compete agreements and eCommerce
technology. These assets are valued using a
discounted cash flow model, Multi-period
Excess Earnings Method (“MEEM”), or a
relief from royalty method. In applying
these valuation methods, a number of key
assumptions are made in respect of
discount rates, growth rates, royalty rates
and the estimated life of intangibles. During
the year, such critical estimates have been
made regarding the Dennis acquisition. The
Group has assessed the sensitivity of the
Dennis intangible asset values recognised
to changes in key assumptions, which have
been identified as revenue and forecast
adjusted operating profit. A 25% increase in
the forecast revenue used in the Dennis
valuation models would increase the
amounts recognised in respect of brands by
£10.4m and subscriber relationships by
£2.6m, giving rise to an increase in the
deferred tax liability recognised on
acquisition of £3.3m, and would reduce the
level of goodwill by £9.7m. A 25% decrease
in the forecast revenue used in the
valuation models would decrease the
amounts recognised in respect of brands by
£9.4m and subscriber relationships by
£2.3m, giving rise to a reduction in the
deferred tax liability recognised on
acquisition of £2.9m, and would reduce the
level of goodwill by £8.8m.
Group overviewFinancial Statement
A 5% increase in the forecast adjusted
operating profit used in the Dennis
valuation models would increase the
amounts recognised in respect of brands by
£17.4m, subscriber relationships by £2.4m
and advertiser relationships by £2.3m,
giving rise to an increase in the deferred tax
liability recognised on acquisition of £5.5m,
and would reduce the level of goodwill by
£16.6m. A 5% decrease in the forecast
adjusted operating profit used in the
valuation models would decrease the
amounts recognised in respect of brands by
£17.5m, subscriber relationships by £2.3m
and advertiser relationships by £2.0m,
giving rise to a reduction in the deferred tax
liability recognised on acquisition of £5.5m,
and would reduce the level of goodwill by
£16.3m. See notes 12 and 28 for further details.
Annual Report and Accounts 2022 / 151
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
Media
£m
Magazines
£m
284.2
251.0
535.2
215.3
74.9
290.2
2022
Total
£m
499.5
325.9
825.4
Sub-segment
Media
£m
Magazines
£m
220.4
202.4
422.8
176.2
7.8
184.0
2021
Total
£m
396.6
210.2
606.8
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
2022
2021
60.5
211.2
271.7
88.2
(88.2)
-
148.7
123.0
271.7
64.9
130.9
195.8
68.7
(68.7)
-
133.6
62.2
195.8
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 following acquisitions.
A reconciliation of total segment adjusted operating profit to profit before tax is provided as follows:
Adjusted operating profit
Share-based payments (including social security costs)
Amortisation of acquired intangibles
Exceptional items (note 5)
Net finance costs
Profit before tax
2022
£m
271.7
(6.9)
(58.3)
(17.9)
(18.6)
170.0
2021
£m
195.8
(14.8)
(38.3)
(27.4)
(7.5)
107.8
152 / Future plc
Group overviewFinancial Statement
(iii) Segment assets and liabilities
Segment:
UK
US
Total
(iv) Other segment information
Segment:
UK
US
Total
Segment assets
Segment liabilities
Segment net assets
2022
£m
2021
£m
2022
£m
2021
£m
2022
£m
2021
£m
1,246.0
1,356.3
712.1
1,958.1
274.8
1,631.1
(629.9)
(267.5)
(897.4)
(738.3)
(30.5)
616.1
444.6
(768.8)
1,060.7
618.0
244.3
862.3
Non-current assets
Additions to
non-current assets
Depreciation
and amortisation
Exceptional
items
2022
£m
2021
£m
2022
£m
2021
£m
1,079.9
688.9
1,768.8
980.7
221.4
1,202.1
158.8
387.0
545.8
745.0
27.2
772.2
2022
£m
55.8
24.6
80.4
2021
£m
43.2
14.2
57.4
2022
£m
14.0
3.9
17.9
2021
£m
25.9
1.5
27.4
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 £11.3m (2021: £10.0m), of
which £9.5m relates to the UK segment (2021: £8.4m) and £1.8m relates to the US segment (2021: £1.6m), and impairment of acquired
intangible assets of £nil (2021: £8.8m) solely relating to the UK segment, there were no other significant non-cash charges during the
year.
(b) Business segment
(i) Gross profit by business segment
Sub-segment
2022
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
203.3
224.0
427.3
127.5
54.3
181.8
(136.2)
(80.8)
(217.0)
31.1
11.4
42.5
225.7
208.9
434.6
163.5
182.6
346.1
109.4
4.4
113.8
(114.1)
(44.8)
(158.9)
21.3
1.7
23.0
2021
Total
£m
180.1
143.9
324.0
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 2022 / 153
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.
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.
154 / Future plc
Group overviewFinancial Statement
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
Total revenue
Over time
£m
16.2
Point in time
£m
Total revenue
£m
809.2
825.4
Over time
£m
13.8
Point in time
£m
Total revenue
£m
593.0
606.8
2022
2021
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
(390.7)
(42.5)
(0.5)
-
(9.1)
(13.0)
(97.9)
(553.7)
Adjusting
items
£m
-
-
(6.9)
(17.9)
-
(58.3)
-
(83.1)
2022
Statutory
results
£m
(390.7)
(42.5)
(7.4)
(17.9)
(9.1)
(71.3)
(97.9)
(636.8)
Adjusted
results
£m
(282.8)
(23.0)
(1.2)
-
(8.7)
(10.4)
(84.9)
(411.0)
Audit fees in respect of the audit of the financial statements of the
Company and the consolidated financial statements
Other assurance services1
Other non-audit services2
Total fees
1 Other assurance services relate to the interim review and covenant compliance.
2 Other non-audit services for independent verification procedures to third parties.
5. EXCEPTIONAL ITEMS
Acquisition and integration related costs
Restructuring costs
Onerous property costs
Impairment of assets
Total charge
Adjusting
items
£m
-
-
(14.8)
(27.4)
-
(38.3)
-
(80.5)
2022
£m
0.63
0.12
0.06
0.81
2022
£m
4.7
2.3
10.9
-
17.9
2021
Statutory
results
£m
(282.8)
(23.0)
(16.0)
(27.4)
(8.7)
(48.7)
(84.9)
(491.5)
2021
£m
0.56
0.04
-
0.60
2021
£m
18.6
-
-
8.8
27.4
Exceptional items include acquisition and integration related costs of £4.7m, including £2.9m and £1.2m relating to the Dennis and
Who What Wear acquisitions respectively, in addition to £1.7m and £0.6m of restructuring costs attributable to the review of titles
in our portfolio and building of a finance centre of excellence in Bath (2021: £13.1m in respect of the GoCo acquisition and £4.5m in
respect of the Dennis acquisition). A total of £10.9m has been recognised in respect of onerous properties, partly reflecting extended
time frames in subletting existing onerous property leases as well as £5.7m relating to properties acquired as part of the Dennis
acquisition (2021: £1.0m net expense on the exit of onerous properties).
Further details in respect of the acquisitions are shown in note 28.
During 2021 the impairment charge of £8.8m related 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.
Annual Report and Accounts 2022 / 155
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
2022
£m
172.3
15.7
5.2
11.3
(4.1)
200.4
1 In the current year, £10.7m (2021: £10.0m) relates to equity-settled and £0.6m (2021: £0.1m) to cash-settled share based payments.
Average monthly number of people (including Directors)
Production
Administration
Total
Group
2022
No.
2,230
759
2,989
Company
2022
£m
1.8
-
-
-
-
1.8
Company
2022
No.
-
9
9
Group
2021
£m
133.9
12.7
4.0
10.1
6.0
166.7
Group
2021
No.
1,690
705
2,395
At 30 September 2022, the actual number of people employed by the Group was 2,985 (2021: 2,527). In respect of our reportable
segments 2,253 (2021: 2,027) were employed in the UK and 732 (2021: 500) 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
2022
£m
2.4
0.2
3.2
(1.6)
4.2
Company
2022
£m
1.8
-
-
-
1.8
Group
2021
£m
2.7
-
3.5
4.3
10.5
Company
2021
£m
1.9
-
-
-
-
1.9
Company
2021
No.
-
9
9
Company
2021
£m
1.9
-
-
-
1.9
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, Penny Ladkin-Brand and Rachel Addison were paid by Future Publishing Limited, a subsidiary company, for their
services. In 2022 £0.8m (2021: £0.9m) was recharged to Future plc by Future Publishing Limited in respect of Zillah Byng-Thorne, and
£0.4m was recharged in respect of Penny Ladkin-Brand. In 2021 £0.5m was recharged in respect of Rachel Addison. 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 90 to 119. The
highest paid Director during the year was Zillah Byng-Thorne (2021: Zillah Byng-Thorne) and details of her remuneration are shown on
page 98.
156 / Future plc
Group overviewFinancial Statement
7. FINANCE INCOME AND COSTS
Interest receivable on interest-bearing loans and borrowings
Interest receivable on sub-leases
Total reported finance income
Interest payable on interest-bearing loans and borrowings
Amortisation of bank loan arrangement fees
Interest payable on lease liabilities
Total reported finance costs
Net finance costs
For further information in respect of the Group’s debt facilities and changes during the year see note 18.
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
Total tax charge
2022
£m
-
0.1
0.1
(13.6)
(2.8)
(2.3)
(18.7)
(18.6)
2022
£m
43.6
(5.3)
38.3
7.8
1.7
9.5
47.8
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% (2021: 19%)
Release of provision for uncertain tax positions
Expenses not deductible for tax purposes
Non-deductible amortisation
Share-based payments
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
2022
£m
170.0
32.3
-
1.4
-
11.1
6.6
-
-
(3.6)
47.8
2021
£m
0.2
0.1
0.3
(5.1)
(1.7)
(1.0)
(7.8)
(7.5)
2021
£m
30.5
(0.3)
30.2
13.9
(2.4)
11.5
41.7
2021
£m
107.8
20.5
(1.1)
2.3
0.5
2.4
4.7
15.6
(0.5)
(2.7)
41.7
Annual Report and Accounts 2022 / 157
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
Total adjusted tax charge
2022
£m
47.8
4.0
(9.6)
12.8
-
55.0
2021
£m
41.7
1.3
(1.5)
12.4
(15.6)
38.3
The Directors have assessed the Group’s uncertain tax positions and are maintaining a provision of £3.4m (2021: £3.4m). 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 148.
The adjusted tax charge takes into account amortisation of acquired intangible assets. The tax adjustment of £12.8m 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.
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)
2022
120.9
2.8
3.4
2021
120.6
1.6
1.6
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 2022 the Board proposed a dividend of 3.4p per share, totalling an estimated £4.1m, in respect of the year ended 30
September 2022, which subject to shareholder consent at the AGM, will be paid on 14 February 2023 to shareholders on the register at
close of business on 20 January 2023.
A dividend of 2.8p per share totalling £3.4m in respect of the year ended 30 September 2021 was paid on 9 February 2022.
158 / Future plc
Group overviewFinancial Statement
10. EARNINGS PER SHARE
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
2022
2021
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
164.4
163.5
(63.0)
(62.6)
101.4
100.9
134.6
131.9
(75.3)
(73.8)
59.3
58.1
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. In the prior year, the results were also adjusted for
the impairment charge in respect of intangible assets and the impact of the UK tax rate change.
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)
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)
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)
Tax effect of the above adjustments (pence)
Change in tax rate (pence)
Adjusted diluted earnings per share (pence)
2022
2021
122.2
6.9
17.9
58.3
(7.2)
-
198.1
66.1
14.8
27.4
38.3
(12.2)
15.6
150.0
120,505,969
652,687
111,463,911
2,247,933
121,158,656
113,711,844
101.4
164.4
100.9
163.5
101.4
5.7
14.9
48.4
(6.0)
-
164.4
100.9
5.7
14.8
48.1
(6.0)
-
163.5
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
Annual Report and Accounts 2022 / 159
11. PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 October 2020
On acquisition
Additions
Disposals
Exchange adjustments
At 30 September 2021
On acquisition
Additions
Disposals
Exchange adjustments
At 30 September 2022
Accumulated depreciation
At 1 October 2020
Charge for the year
Disposals
Impairment
Exchange adjustments
At 30 September 2021
Charge for the year
Disposals
Impairment
Exchange adjustments
At 30 September 2022
Net book value at 30 September 2022
Net book value at 30 September 2021
Net book value at 1 October 2020
Land and
buildings
£m
Plant and
machinery
£m
Equipment,
fixtures and
fittings
£m
Right-of-use
lease assets
£m
3.8
0.6
0.7
(1.6)
-
3.5
1.5
0.4
-
0.3
5.7
(1.0)
(3.2)
1.6
-
-
(2.6)
(1.0)
-
-
(0.4)
(4.0)
1.7
0.9
2.8
7.2
1.0
3.2
(1.0)
-
10.4
0.4
2.0
(0.4)
0.9
13.3
(5.9)
(1.4)
1.0
-
0.1
(6.2)
(2.6)
0.4
-
(0.7)
(9.1)
4.2
4.2
1.3
1.4
0.3
0.3
(0.1)
-
1.9
0.7
0.2
-
0.1
2.9
(0.9)
(0.2)
0.1
-
-
(1.0)
(0.4)
-
-
(0.5)
(1.9)
1.0
0.9
0.5
Total
£m
33.9
5.3
38.1
(7.5)
(0.4)
69.4
18.5
4.4
(0.4)
3.1
95.0
(13.0)
(8.7)
7.5
(8.0)
0.2
(22.0)
(9.1)
0.4
(6.6)
(4.7)
21.5
3.4
33.9
(4.8)
(0.4)
53.6
15.9
1.8
-
1.8
73.1
(5.2)
(3.9)
4.8
(8.0)
0.1
(12.2)
(5.1)
-
(6.6)
(3.1)
(27.0)
(42.0)
46.1
41.4
16.3
53.0
47.4
20.9
Right-of-use assets relate to property leases. The impairment in the year of £6.6m 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.
160 / Future plc
Group overviewFinancial Statement 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 2020
Additions through business combinations
Other additions
Disposals
Exchange adjustments
At 30 September 2021
Additions through business combinations
Other additions
Exchange adjustments
At 30 September 2022
Accumulated amortisation and impairment
At 1 October 2020
Charge for the year
Impairment
Disposals
Exchange adjustments
At 30 September 2021
Charge for the year
Exchange adjustments
At 30 September 2022
574.3
384.7
-
-
(7.8)
951.2
302.6
-
86.4
1,340.2
(264.6)
-
-
-
1.6
90.5
-
-
-
(0.1)
90.4
-
-
0.5
90.9
(13.1)
(9.0)
-
-
0.1
(263.0)
(22.0)
-
(7.6)
(7.5)
(0.4)
(270.6)
(29.9)
Net book value at 30 September 2022
1,069.6
Net book value at 30 September 2021
Net book value at 1 October 2020
688.2
309.7
Useful economic lives
61.0
68.4
77.4
5-15
years
64.3
287.7
-
-
(2.3)
349.7
128.4
-
23.5
501.6
(11.7)
(15.7)
(4.4)
-
0.4
(31.4)
(27.4)
(4.3)
(63.1)
438.5
318.3
52.6
3-20
years
21.7
33.5
-
-
(0.7)
54.5
-
-
3.3
57.8
(3.6)
(5.8)
(4.4)
-
0.2
(13.6)
(7.8)
(1.3)
(22.7)
35.1
40.9
18.1
15.6
0.1
-
-
(0.5)
15.2
62.0
-
9.2
86.4
(4.1)
(1.8)
-
-
0.2
(5.7)
(9.4)
(2.0)
(17.1)
69.3
9.5
11.5
38.4
5.3
-
-
(1.1)
42.6
19.1
-
4.7
30.0
10.1
7.4
(0.8)
(0.7)
46.0
1.7
9.0
2.5
834.8
721.4
7.4
(0.8)
(13.2)
1,549.6
513.8
9.0
130.1
66.4
59.2
2,202.5
(21.2)
(6.0)
(22.9)
(10.4)
(341.2)
(48.7)
(8.8)
0.8
3.0
-
0.8
0.4
(32.1)
(394.9)
(13.0)
(2.1)
(71.3)
(20.5)
-
-
0.1
(27.1)
(6.2)
(2.8)
(36.1)
(47.2)
(486.7)
30.3
15.5
17.2
12.0
13.9
7.1
1,715.8
1,154.7
493.6
8-10
years
7-11
years
3-15
years
2
years
Acquired intangibles are amortised over their estimated economic lives, typically ranging between two and twenty years. See
accounting policy on page 149 for further details. The other acquired intangibles category in the table above includes assets relating
to customer lists, content and websites.
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 2022 of £241.5m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 18.5 years;
- GoCo customer relationships acquired in February 2021, with a net book value ('NBV') at 30 September 2022 of £8.0m, a useful
economic life ('UEL') of 4 years and remaining amortisation period of 2.5 years;
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a net book value
('NBV') at 30 September 2022 of £23.0m with a UEL of 15 years and remaining amortisation period of 12.5 years;
- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.0m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 19 years;
- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £27.7m, a useful
economic life (‘UEL’) of 11 years and remaining amortisation period of 10 years;
- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £40.6m, a useful economic life
(‘UEL’) of 20 years and remaining amortisation period of 19 years;
- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £19.9m, a
useful economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.5m, a useful economic life
(‘UEL’) of 20 years and remaining amortisation period of 19 years;
- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £13.0m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £35.6m, a useful economic life
(‘UEL’) of 15 years and remaining amortisation period of 14.75 years; and
- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £14.1m, a
Annual Report and Accounts 2022 / 161
useful economic life (‘UEL’) of 13 years and remaining amortisation period of 12.75 years.
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
these intangibles) are set out in note 28. Other intangibles relate to capitalised software costs and website development costs which
are internally generated.
In the prior year an impairment charge of £8.8m was recognised, 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 and £4.4m respectively, as a result of
turbulence in the UK energy market which directly impacted the auto-switch service offering (see note 5).
No reasonably possible change in assumptions would result in a reduction of this impairment.
Amortisation is included within administration expenses in the consolidated income statement.
Impairment assessments for goodwill
The net book value of goodwill at 30 September 2022 consists of £603.0m (2021: £532.2m) relating to the UK, £453.6m (2021: £143.3m)
relating to the US and £13.0m (2021: £12.7m) relating to Australia. The basis for calculating recoverable amounts is described in the
accounting policies on page 149.
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.
As detailed in the accounting policies on pages 149, 150 and 151 the UK, US and Australian sectors 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. 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).
Other assumptions that influence estimated recoverable amounts are set out overleaf:
At 30 September 2022
Basis of recoverable amount
Source used
Growth rate to perpetuity
Adjusted EBITDA margins*
Post-tax discount rate
Pre-tax discount rate
UK
US
AUS
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
3.0%
3.0%
3.0%
33.2% to 37.9%
29.1% to 37.6%
29.1% to 37.6%
11.0%
13.8%
10.0%
12.7%
10.0%
15.1%
* Note that EBITDA margins are after intra-group adjustments for management fees and licence charges.
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%
Adjusted EBITDA margins assumed*
39.0% to 45.0%
32.0% to 35.0%
Post-tax discount rate
Pre-tax discount rate
9.0%
10.2%
6.7%
7.9%
3.0%
20.0% to 21.0%
7.1%
7.2%
* Note that adjusted EBITDA margins are after intra-group adjustments for management fees and licence charges.
162 / Future plc
Group overviewFinancial Statement 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 and also supported by the
Group's long term average annual growth rate.
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
Reflects risks relevant to each CGU and the country in which they operate.
Pre-tax discount rate
The post-tax discount rate adjusted for the impact of tax.
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 lease expenses, 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
2022
£m
293.8
(9.1)
(13.0)
271.7
2021
£m
214.9
(8.7)
(10.4)
195.8
The value in use of the UK business, US and Australia business exceeded their carrying values by £687m, £1,098m and £47m
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.
13. INVESTMENTS IN GROUP UNDERTAKINGS
Company
Shares in Group undertakings
At 1 October
Additions
At 30 September
2022
£m
2021
£m
1,006.7
266.8
1,273.5
356.3
650.4
1,006.7
Additions of £266.8m include a £255.5m 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 Dennis acquisition and
subsequent Group re-organisation.
The remaining additions of £11.3m 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 2022 / 163
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.
At 1 October 2020
Acquisitions
Credited/(charged) to income statement
Credited to equity
Exchange adjustment
At 30 September 2021
Acquisitions
(Charged)/credited to income statement
Charged to equity
Exchange adjustment
At 30 September 2022
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
(25.8)
(63.5)
(13.2)
-
0.1
(102.4)
(43.2)
10.4
-
(6.9)
(142.1)
5.1
-
2.4
11.7
-
19.2
-
(9.7)
(7.7)
0.2
2.0
4.2
(1.5)
2.6
-
(0.2)
5.1
2.4
(5.1)
-
(0.3)
2.1
6.7
-
-
-
-
6.7
-
(1.3)
-
-
5.4
8.9
-
(4.0)
-
-
4.9
1.1
(3.8)
-
0.2
2.4
Provision for
uncertain tax
positions
£m
(0.6)
-
0.6
-
-
-
-
-
-
-
-
Total
£m
(1.5)
(65.0)
(11.6)
11.7
(0.1)
(66.5)
(39.7)
(9.5)
(7.7)
(6.8)
(130.2)
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 2022
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
(3.8)
(138.3)
(142.1)
1.8
0.2
2.0
1.9
0.2
2.1
0.7
4.7
5.4
0.9
1.5
2.4
Total
£m
1.5
(131.7)
(130.2)
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 current liabilities
Deferred tax assets
Deferred tax liabilities
Total non-current liabilities
Net deferred tax liability
2022
£m
-
-
-
5.1
(3.6)
1.5
-
(131.7)
(131.7)
(130.2)
2021
£m
5.5
(1.7)
3.8
-
-
-
33.8
(104.1)
(70.3)
(66.5)
As at 30 September 2022 the Group has unrecognised capital losses totalling £13.8m (2021: £13.8m) and unrecognised unutilised non-
trade loan relationship deficits totalling £1.2m (2021: £2.1m). 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.
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 £0.8m recognised on the Company's balance sheet relates to current year tax losses. At 30 September 2021
£1.9m was recognised in respect of share-based payments. The Company has no unprovided deferred tax assets or liabilities at 30
September 2022 (2021: £nil).
164 / Future plc
Group overviewFinancial Statement
15. TRADE AND OTHER RECEIVABLES
Non-current assets:
Amounts owed by Group undertakings
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
2022
£m
Company
2022
£m
-
163.6
98.3
(7.1)
91.2
-
0.4
42.7
134.3
-
-
-
27.4
-
-
191.0
Group
2021
£m
-
82.5
(10.6)
71.9
-
1.6
24.5
98.0
Company
2021
£m
-
-
-
-
73.9
-
-
73.9
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
2022
£m
2.5
1.5
2.5
0.6
7.1
As at 30 September 2022, trade receivables of £7.1m (2021: £10.6m) 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
Foreign exchange movement
At 30 September
Group
2022
£m
10.6
0.7
0.3
(4.9)
0.4
7.1
Group
2021
£m
1.4
1.1
1.4
0.8
4.7
Group
2021
£m
6.6
1.8
2.5
(0.3)
-
10.6
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 2022. 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.
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
Annual Report and Accounts 2022 / 165
2022
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
84.7
0.6
0.7%
3.0
0.5
3.0
1.5
3.0
0.5
4.6
4.0
16.6%
50.0%
16.7%
87.0%
2021
Gross carrying amount of trade receivables (£m)
Allowance for impairment of trade receivables (£m)
Expected loss rate
Credit risk
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%
Total
98.3
7.1
Total
82.5
10.6
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 (2021: £nil) 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
2022
£m
29.2
Company
2022
£m
0.1
Group
2021
£m
324.3
Company
2021
£m
266.4
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
Total
Group
2022
£m
28.8
-
5.1
7.2
102.7
143.8
Company
2022
£m
-
33.1
-
-
0.7
33.8
Group
2021
£m
25.8
-
8.2
11.1
88.6
133.7
Company
2021
£m
-
130.4
-
-
0.8
131.2
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.
166 / Future plc
Group overviewFinancial Statement
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
2022
Interest rate at
30 September
2021
4.32%
3.99%
4.98%
4.68%
1.83%
1.83%
1.84%
1.83%
Interest rate at
30 September
2022
Interest rate at
30 September
2021
1.00%
3.99%
1.00%
1.83%
The interest-bearing liabilities are repayable as follows:
Within one year
Between two and five years
Total
Group
2022
£m
115.5
80.0
161.5
12.0
369.0
Group
2022
£m
4.2
79.6
83.8
Group
2022
£m
83.8
369.0
452.8
Company
2022
£m
115.5
80.0
161.5
-
357.0
Company
2022
£m
-
79.6
79.6
Company
2022
£m
79.6
357.0
436.6
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
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £5.0m (2021:
£5.6m).
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.
In May 2022 the Group exercised the first one year extension option and also increased the size of its Revolving Credit Facility (‘RCF’) from
£400m to £500m. The enlarged and extended facility is now repayable in July 2025 and there were no changes to covenants arising as a
result. In July 2022 the Group exercised its six month extension option on the Term Loan, taking the maturity date of this facility out to 31
December 2023.
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants.
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%.
In November 2022, the Group further extended its committed debt facilities with a 5 year, £400m term facility partially guaranteed by
UK Export Finance. The facility, maturing November 2027, has a 12 month availability period and amortises from year 3. It was secured at
competitive market rates, on substantially similar terms to, and with the same covenants as, the Groups RCF. On signing, the first £160m
was utilised to prepay the Groups existing Term Loan maturing 31 December 2023.
The key covenants for all facilities 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 2022 / 167
Leverage is defined as net debt (excluding capitalised bank arrangement fees and lease liabilities, and including any non-cash
ancillaries), as a proportion of Adjusted EBITDA 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 146.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at
30 September 2022 is set out in the following table:
Net debt/Bank EBITDA
Bank EBITDA/Interest
30 September 2022
30 September 2021
Covenant 2022
Covenant 2021
1.48 times
17.2 times
0.8 times
19.4 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
2022
£m
188.6
17.9
7.7
4.0
71.3
(2.2)
6.4
293.7
Group
2021
£m
115.3
27.4
14.8
4.8
48.7
(0.9)
18.8
228.9
Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earnt prior to acquisition during the Group's FY 2022
year end.
The Group had drawn down £4.2m on its interest-bearing overdraft at 30 September 2022 (30 September 2021: £3.1m). Any drawdown
forms part of the Group cash pooling arrangements and can be offset against cash balances in other Group companies. Net of pooling
the Group had a net cash position of £17.8m (2021: £317.9m) and total net cash balance, including non-pool accounts of £25.0m (2021:
£321.2m).
19. PROVISIONS
At 1 October 2020
On acquisition
Charged in the year
Utilised in the year
At 30 September 2021
On acquisition
Charged in the year
Utilised in the year
Foreign exchange movement
At 30 September 2022
Property
£m
Other
£m
5.1
0.9
2.2
(2.1)
6.1
2.5
3.0
(2.5)
-
9.1
-
-
-
-
-
10.9
-
(0.1)
1.5
12.3
Total
£m
5.1
0.9
2.2
(2.1)
6.1
13.4
3.0
(2.6)
1.5
21.4
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 three years. A provision for legal costs of £10.0m was recognised on
the Dennis opening balance sheet relating to historic litigation claims, which are expected to be settled within the next 12 months.
Provisions for the Company were £nil (2021: £nil).
20. OTHER NON-CURRENT LIABILITIES
Lease liability due in more than one year
Group
2022
£m
55.8
Group
2021
£m
44.0
See note 21 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities.
168 / Future plc
Group overviewFinancial Statement
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
IFRS 9 classification
Amortised cost
Amortised cost
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
6.1
91.2
0.4
29.2
126.9
(28.8)
(110.0)
(84.1)
(373.5)
(67.9)
(664.3)
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
6.1
91.2
0.4
29.2
126.9
(28.8)
(110.0)
(84.1)
(373.5)
(67.9)
(664.3)
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)
2022
Total fair
value
£m
6.1
91.2
0.4
29.2
126.9
(28.8)
(110.0)
(84.1)
(373.5)
(67.9)
(664.3)
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)
In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £5.0m (2021: £5.6m).
Annual Report and Accounts 2022 / 169
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
12.3
13.3
1.2
2.2
0.2
29.2
272.3
50.5
0.6
0.9
-
13.1
69.2
4.5
1.7
9.2
97.7
22.6
43.1
3.5
1.0
5.2
Floating
rate
£m
Non-
interest
bearing
£m
Net financial
(liabilities)/
assets
£m
Total
£m
(284.2)
(161.5)
-
(12.0)
-
(161.1)
(43.5)
(1.2)
(0.2)
(0.6)
(445.3)
(205.0)
(1.2)
(12.2)
(0.6)
(419.9)
(122.5)
4.5
(8.3)
8.8
Total
£m
25.4
82.5
5.7
3.9
9.4
126.9
(457.7)
(206.6)
(664.3)
(537.4)
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)
At 30 September 2022
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
At 30 September 2021
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
Interest rate risk
170 / Future plc
Group overviewFinancial Statement
Details of the interest rates on borrowings as at 30 September 2022 are set out in note 18.
At 30 September 2022 the Group had £29.2m (2021: £324.3m) of interest-bearing assets. 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 debt facilities if deemed necessary. The Group did not
enter into any hedging transactions during the current or prior years and as at 30 September 2022 the floating rates to which the Group
was exposed were SONIA, SOFR 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 the year ended 30 September 2022, if interest rates on net debt had been on average 1.0% higher/lower, throughout the year, with all
other variables held constant, the post-tax profit would have decreased/increased by £3.4m (2021: £0.6m).
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.
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 20 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:
2022 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
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
20%
5.7
(5.7)
89.4
(89.4)
10%
2.8
(2.8)
23.3
(23.3)
This is an increase of 10% compared to 2021 due the volatility experienced in the current year.
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
Annual Report and Accounts 2022 / 171
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:
30 September 2022
Trade payables
Lease liabilities
Other liabilities
Borrowings
Total financial liabilities
30 September 2021
Trade payables
Lease liabilities
Other liabilities
Borrowings
Total financial liabilities
Less than
one year
£m
(28.8)
(12.5)
(110.0)
(103.0)
(254.3)
Between one
and two years
£m
Between two
and five years
£m
Between five
and ten years
£m
-
(11.9)
-
(94.5)
(106.4)
-
(26.5)
-
(304.0)
(330.5)
-
(21.4)
-
-
Over ten
years
£m
-
(9.6)
-
-
(21.4)
(9.6)
Less than
one year
£m
Between one
and two years
£m
Between two
and five years
£m
Between five and
ten years
£m
Over ten
years
£m
(25.8)
(4.9)
(99.4)
(52.2)
(182.3)
-
(7.0)
-
(167.2)
(174.2)
-
(18.4)
-
(307.3)
(325.7)
-
(18.1)
-
-
-
(11.8)
-
-
(18.1)
(11.8)
22. ISSUED SHARE CAPITAL
Allotted, authorised, issued and fully paid Ordinary shares of 15p each
At 1 October
Issued as consideration for acquisition
Share scheme exercises
Share Incentive Plan matching shares
At 30 September
2022
£m
Number of
shares
Number of
shares
120,624,634
18.1
98,014,955
-
229,113
2,183
-
-
-
22,608,736
-
943
120,855,930
18.1
120,624,634
Total
£m
(28.8)
(81.9)
(110.0)
(501.5)
(722.2)
Total
£m
(25.8)
(60.2)
(99.4)
(526.7)
(712.1)
2021
£m
14.7
3.4
-
-
18.1
During the year 229,113 Ordinary shares with a nominal value of £34,367 were issued by the Company pursuant to share scheme
exercises throughout the period. 2,183 Ordinary shares were issued under the Share Incentive Plan for a combined total cash
commitment of £nil (2021: 943 ordinary shares, total cash commitment of £nil).
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.
172 / Future plc
Group overviewFinancial Statement
23. SHARE-BASED PAYMENTS
The income statement charge for the year for share-based payments (and related social security costs) was £7.4m (2021: £16.0m),
of which £6.9m (2021: £14.8m) is included in ‘adjusting items’ in the income statement see page 146 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
2022
Number of
options/awards
1,436,037
446,720
(629,474)
(60,250)
1,193,033
336,789
2021
Number of
options/awards
2,056,807
99,093
(659,621)
(60,242)
1,436,037
152,715
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was
£32.502 (2021: £23.845).
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
2022
Number of
units
2,578,572
431,565
(734,201)
2,275,936
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 2022 of 664,064 (2021: 361,428 units). Further details regarding the rules of the
scheme can be found on page 101.
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
November 2018
May 2019
June 2019
November 2019
February 2020
Number of options/awards
Weighted average remaining
contractual life in years
2022
2021
2022
2021
5,250
4,345
273,032
14,149
-
235,094
50,000
5,250
144,802
667,600
66,884
16,992
269,224
50,000
-
-
-
-
-
-
-
-
-
-
1
1
1
1
Annual Report and Accounts 2022 / 173
June 2020
July 2020
September 2020
February 2021
March 2021
May 2021
July 2022
September 2022
DABS
November 2015
November 2019
November 2020
February 2022
Total outstanding at 30 September
Number of options/awards
2022
-
36,625
-
27,083
2,500
22,000
10,000
410,857
2,663
37,349
42,093
19,993
1,193,033
2021
17,222
61,875
2,500
27,083
2,500
22,000
-
-
2,663
37,349
42,093
-
1,436,037
Weighted average remaining
contractual life in years
2022
2021
1
1
-
2
2
2
3
3
-
-
1
2
2
2
2
1
3
3
3
-
-
-
-
2
-
2
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at
30 September 2022 is £nil (2021: £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, 5
Fair value – TSR element3
Fair value – EPS element4
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
PSP
PSP
14 Jul 2022
£17.4000
-
3
-
3
3
-
-
£17.4000
-
£17.4000
14 Jul 2022
£17.4000
-
3
58.04%
3
3
1.87%
0.16%
£13.4911
£9.5821
£17.4000
PSP
PSP
9 Feb 2021
£18.6000
-
3
60%
3
3
0.01%
0.08%
£14.7400
£10.8800
£18.6000
17 March 2021
£18.3400
-
3
60%
3
3
0.01%
0.08%
£14.6100
£10.8800
£18.3400
2022
PSP
5 Sept 2022
£15.2600
-
3
-
3
3
-
-
£3,763,481
-
£15.2600
2021
PSP
19 May 2021
£26.5000
-
3
-
3
3
-
-
£26.5000
-
£26.5000
Notes:
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.
5. This award only vests to the extent Tranche 1 of the VCP does not vest therefore the fair value of Tranche 1 of the VCP is deducted from the fair value of the PSP awards granted.
174 / Future plc
Group overviewFinancial Statement The fair value per share for grants made under the VCP during the year and the assumptions used in the calculation are as follows:
Grant date
24 Jan 2022 24 Jan 2022 24 Jan 2022
11 Feb 2022
11 Feb 2022
11 Feb 2022
VCP
VCP
VCP
VCP
VCP
2022
VCP
Market capitalisation at grant date
£3,624m
£3,624m
£3,624m
£3,515m
£3,515m
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
3
59%
4
56%
5
53%
0.87%
0.90%
0.93%
3
60%
1.39%
4
56%
1.38%
£28.70m
£24.60m
£21.48m
£30.06m
£25.69m
£22.51m
£3,515m
£1,903m
5
54%
1.38%
Grant date
9 May 2022
9 May 2022
9 May 2022 15 July 2022 15 July 2022 15 July 2022
Market capitalisation at grant date
£2,346m
£2,346m
£2,346m
£2,113m
£2,113m
£2,113m
VCP
VCP
VCP
VCP
VCP
VCP
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
3
60%
1.46%
4
57%
1.52%
5
54%
1.59%
3
58%
1.85%
4
57%
1.81%
5
54%
1.81%
£15.06m
£14.20m
£12.85m
£11.21m
£11.75m
£11.08m
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
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
£2,361m
£1,903m
£2,361m
£1,903m
£2,361m
£3,420m
£3,420m
£3,420m
£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 in the prior year. 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.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022 and July 2022.
Annual Report and Accounts 2022 / 175
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.
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.
Performance criteria in respect of awards granted during the year ended 30 September 2022:
Performance metrics are weighted 100% on the Group’s adjusted EPS. The threshold entry point of 25% vesting for the EPS element
requires a % CAGR, with 100% vesting at 12% CAGR. Vesting will be on a straight line basis between the threshold and maximum.
One of the awards made in July 2022 is not subject to performance conditions.
The performance metric for the other award made in July 2022 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 5% CAGR, with 100% vesting at 12% CAGR. The
threshold entry point of 25% vesting for the TSR element requires 5% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight
line basis between the threshold and maximum for both elements.
The perfomance metric for the award made in September 2022 is 100% weighted to the Group's adjusted EPS. The threshold entry
point of 25% vesting for the EPS element requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of
104.9p or above. This award only vests to the extent that Tranche 1 of the VCP does not vest. Therefore the number of shares vesting will
depend on the number of Tranche 1 shares of the VCP vesting as these will be deducted from the number of PSP shares vesting.
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, July 2022 and September 2022.
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, and Chief Financial Officer, Penny Ladkin-Brand, the annual bonus for the year ending
30 September 2022 is to be paid 50% in cash in December 2022 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 was paid 100% in cash in December 2021. See page 100
of the Directors' Remuneration Report for further detail.
The last grant made under the DABS was in February 2022.
176 / Future plc
Group overviewFinancial Statement 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.
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 and 30 September
Merger reserve
At 1 October
Premium arising on equity shares issued as consideration
At 30 September
Group
2022
£m
581.9
-
581.9
Company
2022
£m
472.9
-
472.9
2022
£m
197.0
Group
2021
£m
170.9
411.0
581.9
2021
£m
197.0
Company
2021
£m
61.9
411.0
472.9
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 prior year of £411.0m consisted 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.
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
2022
£m
(7.6)
(7.9)
7.5
(8.0)
Group
2021
£m
(8.8)
(4.9)
6.1
(7.6)
During the year the Company purchased 522,795 of its own shares to fund the future vesting of share options, at a total value of £7.9m.
The 487,322 (2021: 414,931) shares held by the EBT represent 0.4% (2021: 0.3%) 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
USand Australia, on consolidation.
Annual Report and Accounts 2022 / 177
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, £5.2m (2021: £4.0m) contributions were made to these plans and at 30 September 2022 the outstanding balance due
to be paid over to the plans was £1.7m (2021: £0.7m).
26. COMMITMENTS AND CONTINGENT LIABILITIES
(a) Operating lease commitments
Future minimum sub-lease receipts expected under non-cancellable operating subleases at 30 September 2022 total £3.4m (2021:
£0.8m).
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 (2021: £0.2m), and £0.5m (2021: £0.4m) 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 2022 (2021: £nil).
(c) Capital commitments
There were no material capital commitments as at 30 September 2022 (2021: £nil).
27. RELATED PARTY TRANSACTIONS
The Group had no material transactions with related parties in 2022 or 2021 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 £1.8m (2021: receivable of £1.5m) from subsidiary
undertakings. The outstanding balance owed at 30 September 2022 was £1.8m (2021: £1.5m). 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.
178 / Future plc
Group overviewFinancial Statement 28. ACQUISITIONS
Acquisition of Dennis
On 1 October 2021, Future acquired Dennis Publishing, a leading consumer media subscriptions business, which includes trusted
Wealth, Knowledge and B2B technology specialist titles such as Kiplinger, MoneyWeek, The Week & IT Pro.
The consideration was £1.0m, however the acquired debt of £298.6m was required to be repaid immediately following the acquisition.
Transaction fees of £4.5m were incurred as part of the acquisition in the prior year.
The impact of the acquisition on the consolidated balance sheet was:
Tangible assets
- Right-of-use lease assets
- Other tangible assets
Intangible assets
- Brand
- Advertiser relationships
- Subscriber relationships
- Software
Cash and cash equivalents
Inventory
Trade and other receivables
Finance lease receivable due within 1 year
Corporation tax receivable
Trade and other receivables due in more than 1 year
Finance lease receivables due in more than 1 year
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
Deferred income
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:
Cash
Total consideration
Fair value
£m
11.2
2.0
89.5
5.9
61.9
1.5
0.8
0.1
20.9
0.5
0.4
0.6
2.2
(60.7)
(1.9)
(2.4)
(13.4)
(10.8)
(14.1)
(296.2)
(26.3)
(228.3)
229.3
1.0
1.0
1.0
The acquisition has scaled the Group's 'Wealth & Savings' vertical, further diversified 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, deepened the
Group's existing presence in the 'B2B Pro Technology' vertical and enhanced the Group's 'Knowledge' vertical with high subscription
rates and growth potential. Goodwill is attributable to the synergies of the combined Group and the opportunities noted above. The
intangibles recognised, including goodwill, are not expected to be deductible for tax purposes.
At HY 2022 provisional values were included in the above. These have since been updated and finalised to increase provisions (from
£7.1m to £13.4m) to reflect additional legal costs as well as recognising a deferred tax asset of £2.7m on the basis that the costs, once
settled, are expected to be tax deductible.
Included within the Group’s results for the period are revenues of £129.6m from Dennis. Given that Dennis is now fully integrated and
using the Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this
level internally.
The acquisition was completed on the first day of the financial year and so the amounts included within the Group’s results reflect its
ownership for the full period.
Gross trade receivables were £5.6m on acquisition, of which £5.2m were expected to be recovered. The assets and liabilities acquired
included an £8m receivable from the sellers related to titles not purchased.
Annual Report and Accounts 2022 / 179
Acquisition of WhatCulture
On 23 March 2022, the Group acquired WhatCulture, an entertainment-based website, for total consideration of £22.7m. WhatCulture
further strengthens Future’s position in video, notably with its expertise in the monetisation on YouTube and will benefit from
the Future proprietary technology stack and operating model to drive the platform effect whilst bolstering Future’s gaming and
entertainment verticals, forming part of the Group’s UK cash generating unit.
The impact of the acquisition on the consolidated balance sheet was:
Tangible assets
- Land and Buildings
Intangible assets
- Brand
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Deferred tax
Net assets acquired
Goodwill
Consideration:
Cash
Deferred consideration
Total consideration
Fair value
£m
0.4
5.7
3.6
0.5
(0.1)
(1.4)
8.7
14.0
22.7
18.2
4.5
22.7
Goodwill is attributable to the opportunities that exist to further monetise the Group’s brands and audience and is not expected to be
deductible for tax purposes.
Included within the Group’s results for the period are revenues of £2.1m from WhatCulture (excluding deal fees, associated integration
costs, acquired intangible amortisation and interest). Given that WhatCulture is now fully integrated and using the Group’s shared back
office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level internally.
If the acquisition had been completed on the first day of the financial year, it would have contributed £4.3m of revenue during the
period.
Gross trade receivables were £0.4m on acquisition, of which £0.4m were expected to be recovered.
180 / Future plc
Group overviewFinancial Statement Acquisition of Who What Wear
On 15 June 2022, the Group completed the acquisition of Who What Wear, a leading digital-only women’s lifestyle publisher based in
the US from Clique Brands Inc for consideration of $127.2m. Transaction fees of £1.2m were incurred as part of the acquisition.
Who What Wear is a brand highly-regarded by both consumers and advertisers with a strong social presence and diverse revenue
streams ranging from digital advertising to eCommerce.
The acquisition further strengthens Future’s position in the Women’s Lifestyle vertical and gives the Group greater scale and reach in
North America to further monetise its audience. With Future’s content already reaching 1 in 3 adults online in the US, the transaction
will accelerate Future’s scale and revenue opportunities in the US. The Group’s existing Women’s Lifestyle brands will benefit
from Who What Wear’s leading direct advertising sales capabilities, whilst Who What Wear will benefit from Future’s proprietary
technology stack and operating model to drive the platform effect.
The provisional 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
Trade and other payables
Lease liability due within one year
Non-current liabilities
- Lease liability due in more than one year
Deferred tax
Net assets acquired
Goodwill
Consideration:
Cash
Total consideration
Provisional
Fair value
£m
4.7
0.3
34.2
12.2
0.1
7.1
9.9
(6.1)
(1.1)
(3.6)
(11.8)
45.9
59.3
105.2
105.2
105.2
The values included above are considered to be final other than the consideration (and any subsequent flow on impact to goodwill) as
completion accounts are in the process of being finalised and agreed with the seller.
Included within the Group’s results for the period are revenues of £9.0m from Who What Wear (excluding deal fees, associated
integration costs, acquired intangible amortisation and interest). Given that Who What Wear is now fully integrated and using the
Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level
internally.
If the acquisition had been completed on the first day of the financial year, it would have contributed £33.0m of revenue during the
period.
Gross trade receivables were £7.8m on acquisition, of which £7.5m are expected to be recovered.
Annual Report and Accounts 2022 / 181
29. SUBSIDIARY UNDERTAKINGS
Details of the Company’s subsidiaries at 30 September 2022 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
Country of incorporation
and registered office
Nature of business
Holding %
Class of shares
Ascent Publishing Limited*
02561341
Barcroft Media Limited*
04826405
Broadleaf Bidco Limited*
11473951
Broadleaf Holdco Limited*
11473888
Broadleaf Midco Limited*
11473807
Broadleaf Newco 2 Limited*
13435883
Broadleaf US Bidco Inc*
6982422
Circlesix Media Inc*
5904231
Clique Brands Inc*
5168252
Clique Brands UK Limited*
10871824
Comary, Inc*
2400371
Dennis Interactive Inc*
1827502
Dennis Publishing Limited*
01138891
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
GoCo Group Limited
06062003
GoCompare.com Limited*
05799376
GoCompare.com Finance Limited
10227007
Marketforce (U.K.) Limited*
00499150
Mozo Pty Limited*
ACN 128 199 208
Sapphire Bidco Limited*
11157309
Sapphire Midco Limited*
11157151
182 / Future plc
England and Wales1
Non-trading
England and Wales1
Non-trading
England and Wales1
Holding company
England and Wales1
Holding company
England and Wales1
Holding company
100
100
100
100
100
England and Wales1
Holding company
100
£1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
$1 Ordinary shares
£1 Ordinary shares
£0.001 Ordinary shares
£0.001 A1 Ordinary shares
£0.001 A2 Ordinary shares
£0.001 B1 Ordinary shares
£0.001 B2 Ordinary shares
USA13
Holding company
100
$0.01 Ordinary shares
USA13
Non-trading
100
$0.01 Ordinary shares
USA13
Publishing
100
$0.00001 Ordinary shares
Series A Preferred Stock
of $1.0000 per share
Series B Preferred Stock of $4.3550
Series C Preferred Stock of $7.4560
England and Wales1
Non-trading
USA10
USA14
Publishing
Non-trading
England and Wales1
Non-trading
Scotland3
Non-trading
Scotland3
Non-trading
Scotland3
Non-trading
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
100
100
£1 Ordinary shares
Not applicable
$20 Ordinary shares
£1 Ordinary shares
£10 Ordinary shares
£1 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
Non-trading
100
0.0002 pence Ordinary shares
England and Wales2 Price comparison website
100
£1 Ordinary shares
England and Wales2
Non-trading
100
0.0002 pence Ordinary shares
England and Wales1
Dormant
Australia4
Comparison shopping
England and Wales1
Non-trading
England and Wales1
Non-trading
100
100
100
100
£1 Ordinary shares
$1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
Group overviewFinancial Statement Company name and registered number
Country of incorporation
and registered office
Nature of business
Holding %
Class of shares
Sarracenia Limited
04582851
The Global Voucher Group Limited*
09051128
The Kiplinger Washington Editors Inc*
434902
The Week Limited*
02998743
The Week Publications Inc*
2528945
This is the Big Deal, Inc*
6690977
This is the Big Deal Limited*
08867458
TI Media Limited*
00053626
Waive Limited*
10619147
What Culture Limited*
07243682
Next Commerce Pty Limited*
113 146 786
England and Wales1
Dormant
England and Wales2
Voucher codes website
USA13
Publishing
England and Wales1
Publishing
USA15
USA13
England and Wales2
Publishing
Holding company
Energy auto switching
service
England and Wales1
Holding company
England and Wales1
Non-trading
England and Wales1
Non-trading
Australia4
Comparison shopping
Future Creative Media Canada Limited*
BC1198396
Canada5
Digital media
publishing
Future Publishing s.r.o.*
09393951
Purch Technologies Sarl*
84138050400016
Windsor Support Services Private
Limited* U74999DL2011FTC217990
Next Commerce Philippines Inc*
CS201517783
Future US, LLC*
1513070
Future US Holdings, Inc*
6260582
Czech Republic6
Non-trading
France7
India8
Philippines9
USA12
USA10
Non-trading
Dormant
Dormant
Publishing
Holding company
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
£1 Ordinary shares
1 pence Ordinary shares
$10 A Ordinary shares
$10 B Ordinary shares
£1 Ordinary shares
$0.01 Ordinary shares
Not applicable
0.000015625 pence Ordinary
shares
£1 Ordinary shares
£0.001 Ordinary shares
£1 Ordinary shares
$1 Ordinary shares
Not applicable
CZK 1 Ordinary shares
Not applicable
Rand 10 equity shares
₱ Ordinary shares
Not applicable
Not applicable
1 Registered office: Quay House, The Ambury, Bath, BA1 1UA, England
2 Registered office: Imperial House, Imperial Way, Coedkernew, Newport, Wales
NP10 8UH
3 Registered office: C/O Womble Bond Dickinson (Uk) Llp 2, Semple Street, Edinburgh, Scotland,
EH3 8BL
4 Registered office: Registered office: Suite 3, Level 10, 100 Walker Street, North Sydney, NSW
2060, Australia
5 Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada
6 Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
7 Registered office: 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
8 Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1 New Delhi New
Delhi DL 110020 India
9 Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila,
Philippines
10 Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
11 Registered office: 251 Little Falls Drive, Wilmington, DE 19808, USA
12 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA
13 Registered office: Corporation Trust Centre, 1209 Orange Street, New Castle, Wilmington,
DE 9801, USA
14 Registered office: Suite D100, 117 Seaboard Lane, Franklin, Tennessee, 37067, USA
15 Registered office: 5th Floor, 55 West 39th Street, New York, 10018, USA
Ascent Publishing Limited, Barcroft Media Limited, Broadleaf Bidco Limited, Broadleaf Holdco Limited, Broadleaf Midco Limited, Broadleaf Newco 2
Limited, Clique Brands UK Limited, Dennis Publishing Limited, Energylinx Limited, Energylinx for Business Limited, Energylinx for Business Trading
Limited, Future Holdings 2002 Limited, Future Publishing Limited, Future Publishing Holdings Limited, Future Publishing (Overseas) Limited, Future UK
Finance Limited, GoCo Group Limited, GoCompare.com Limited, GoCompare.com Finance Limited, The Global Voucher Group Limited, Sapphire Bidco
Limited, Sapphire Midco Limited, This is the Big Deal Limited, The Week Limited, TI Media Limited, Waive Limited and What Culture Limited are exempt
from the requirement to file audited financial statements by virtue of Section 479A of the Companies Act 2006. Sarracenia Limited and Marketforce (U.K.)
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
UKEF
On 23 November 2022, the Group further extended its committed debt facilities with a 5 year, £400m term facility partially guaranteed by UK
Export Finance. The facility, maturing November 2027, has a 12 month availability period and amortises from year 3. It was secured at competitive
market rates, on substantially similar terms to, and with the same covenants as, the Groups RCF. On signing, the first £160m was utilised to
prepay the Groups existing Term Loan maturing 31 December 2023.
Acquisition of ShortList Media Ltd
On 18 October 2022, we completed the acquisition of ShortList Media Limited (trading as Shortlist.com), a technology website, adding the much
respected technology and lifestyle brand and its archive of hundreds of evergreen articles for consideration of £0.3m. We will be able to deploy
our tech stack to the website to drive monetisation, whilst growing our online users and accelerating this growth through our capabilities.
Annual Report and Accounts 2022 / 183
Notice of Annual General Meeting
This Notice of Meeting is important and requires your immediate attention.
Notice is given that the Annual General Meeting of Future plc
will be held at 11.00am on Wednesday 8 February 2023 at
Future’s London office at, 121 - 141 Westbourne Terrace,
Paddington, London, W2 6JR to consider and, if thought fit,
pass the following resolutions:
If you are in any doubt as to what action you should take, you should
consult your stockbroker, bank manager, solicitor, accountant or
other independent adviser authorised under the Financial Services
and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Future
plc, please forward this notice, together with the accompanying
documents, as soon as possible either to the purchaser or
transferee, or to the person who arranged the sale or transfer so
that they can pass these documents to the purchaser or transferee.
Ordinary resolutions
13. To re-elect Anglea Seymour-Jackson as a
the Act by reason of any offer or
1. To receive and adopt the Annual Report
Director of the Company.
agreement made prior to the date of this
resolution which would or might require
including the audited financial statements
14. To reappoint Deloitte LLP as Auditor of the
shares to be allotted or rights to be
for the year ended 30 September 2022.
Company to hold office until the conclusion
granted on or after that date).
of the next general meeting at which
2. To declare a final dividend for the year
accounts are to be laid before the
17. To authorise the Company, and all
ended 30 September 2022 of 3.4p per
Company.
ordinary share payable on 14 February 2023
companies that are its subsidiaries, at any
time during the period for which this
to shareholders on the register at the close
15. To authorise the Audit and Risk Committee
resolution has effect for the purposes of
of business on 20 January 2023.
to decide the remuneration of the Auditor.
section 366 of the Companies Act 2006 to:
3. To approve the Directors’ Remuneration
16. That:
a) make political donations to political
parties and/or independent election
Policy set out on pages 114 to 119 (inclusive)
a) the Directors be authorised, for the
candidates not exceeding £50,000 in total;
in the Annual Report.
purposes of section 551 of the Companies
b) make political donations to political
Act 2006 (the ’Act’), to allot shares in the
organisations other than political parties
4. To approve the Directors’ Remuneration
Company or grant rights to subscribe for,
not exceeding £50,000 in total; and
Report set out on pages 90 to 113 (inclusive)
or convert any security into, shares in the
c) incur political expenditure not exceeding
in the Annual Report.
Company:
£50,000 in total, during the period
i) in accordance with article 3 of the
beginning with the date of the passing of
5. To re-elect Richard Huntingford as a
Company’s Articles of Association, up to a
this resolution and ending following the
Director of the Company.
maximum nominal amount of
conclusion of the Company’s next Annual
£6,042,245.91 (such amount to be reduced
General Meeting or, if earlier, on 8 May
6. To re-elect Zillah Byng-Thorne as a Director
by the nominal amount of any equity
2024.
of the Company.
securities (as defined in section 560 of the
7. To re-elect Meredith Amdur as a Director of
excess of £12,084,491.83); and
Performance Share Plan (the “PSP”), produced
the Company.
ii) comprising equity securities (as defined in
in draft to the meeting and a summary of the
Act) allotted under paragraph below in
18. That the rules of the Future plc 2023
8. To re-elect Mark Brooker as a Director of
nominal amount of £12,084,491.83 (such
Explanatory Notes to the Notice of Meeting,
the Company.
amount to be reduced by any shares
be approved and the directors be authorised
section 560 of the Act), up to a maximum
main provisions of which is set out in
allotted or rights granted under paragraph
to:
9. To re-elect Hugo Drayton as a Director of
(i) above) in connection with an offer by
(i) do all such acts and things necessary to
the Company.
way of a rights issue;
establish and give effect to the PSP; and
10. To re-elect Rob Hattrell as a Director of the
of the next Annual General Meeting of the
plans based on, the PSP but modified to take
Company.
Company after the passing of this
account of local tax, exchange control or
b) this authority shall expire at the conclusion
(ii) establish schedules to, or further incentive
resolution, or, if earlier, at the close of
securities laws in overseas territories,
11. To re-elect Penny Ladkin-Brand as Director
business on 8 May 2024; and
provided that any awards made under any
of the Company
c) all previous unutilised authorities under
such schedules or further plans are treated as
section 551 of the Act shall cease to have
counting against the limits on individual and
12. To re-elect Alan Newman as a Director of
effect (save to the extent that the same are
overall participation in the PSP.
the Company.
exercisable pursuant to section 551(7) of
184 / Future plc
Group overviewFinancial Statement
SPECIAL RESOLUTIONS (19-25)
be allotted (and treasury shares to be sold)
Special Resolution 22
after the authority expires and the Board may
22 THAT, the amount of £472,951,225 standing
Special Resolution 19
allot equity securities (and sell treasury
to the credit of the merger reserve be
19. That, if resolution 16 is passed, the Board
shares) under any such offer or agreement as
capitalised and applied in paying up in full at
be authorised to allot equity securities (as
if the authority had not expired.
par such number of new B ordinary shares (the
defined in the Act) for cash under the authority
given by that resolution and/or to sell
Special Resolution 20
“B Ordinary Shares”) equal to the number of
Ordinary Shares in issue as at 6.30 p.m. on the
ordinary shares held by the Company as
20. That if resolution 16 is passed, the Board
Business Day immediately preceding the
treasury shares for cash as if section 561 of the
be authorised in addition to any authority
Business Day of the Court hearing to confirm
Act did not apply to any such allotment or
granted under resolution 19 to allot equity
the Reduction of Capital (the "Capital
sale, such authority to be limited:
securities (as defined in the Act) for cash under
Reduction Record Time"), such B Ordinary
A. to the allotment of equity securities in
the authority given by that resolution and/or
Shares having a nominal value equal to the
connection with a rights issue, open offer
to sell ordinary shares held by the Company
sum that is obtained by dividing the number
or other pre-emptive offer (but in the case
as treasury shares for cash as if section 561 of
of B Ordinary Shares to be issued as set out
of the authorization granted under
the Act did not apply to any such allotment or
above into £472,951,225, as shall be required
resolution 16.a.ii, such powers shall be
sale, such authority to be:
to effect such capitalisation, and the directors
limited to a rights issue only) in favour of
A. limited to the allotment of equity securities
of the Company be and are hereby authorised
holders of ordinary shares in proportion
or sale of treasury shares up to a nominal
for the purposes of section 551 of the
(as nearly as practicable) to the respective
amount of £1,812,855.06 such authority to
Companies Act 2006 (the “Companies Act”) to
numbers of ordinary shares held by them
be used only for the purposes of financing
allot and issue all of the B Ordinary Shares
on the record date for such allotment, but
(or refinancing, if the authority is to be
thereby created to such members of the
subject to such exclusions or other
used within 12 months after the original
Company as the directors of the Company
arrangements as the Directors may deem
transaction) a transaction which the Board
shall in their absolute discretion determine
fit to deal with fractional entitlements,
determines to be either an acquisition or a
upon terms that they are paid up in full by
legal or practical difficulties which may
specified capital investment of a kind
such capitalisation, and such authority shall
arise under the laws of any overseas
contemplated by the Statement of
for the purposes of section 551 of the
territory, the requirements of any
Principles; and
Companies Act expire on the conclusion of the
regulatory body or stock exchange or by
B. limited to the allotment of equity securities
next annual general meeting of the Company,
virtue of shares being represented by
or sale of treasury shares otherwise than
or, if earlier, 7 February 2024.
depository receipts or by virtue of any
under paragraph (A) above) up to a
other matter whatsoever;
nominal amount equal to 20% of any
Special Resolution 23
B. to the allotment of equity securities or sale
allotment of equity securities or sale of
23 THAT, the B Ordinary Shares created and
of treasury shares (otherwise than under
treasury shares from time to time under
issued pursuant to resolution 22 above shall
paragraph (A) above) up to a nominal
paragraph (A) above, such authority to be
have the following rights and restrictions:
amount of £1,812,855.06; and
used only for the purposes of making a
(a) the holder(s) of the B Ordinary Shares shall
C. to the allotment of equity securities or sale
follow-on offer which the Board of the
have no right to receive any dividend or other
of treasury shares (otherwise than under
Company determines to be of a kind
distribution whether of capital or income;
paragraph (A) or paragraph (B) above) up
contemplated by paragraph 3 of Section
(b) the holder(s) of the B Ordinary Shares shall
to a nominal amount equal to 20% of any
2B of the Statement of Principles,
have no right to receive notice of or to attend
allotment of equity securities or sale of
such authority to expire at the end of the next
or vote at any general meeting of the
treasury shares from time to time under
AGM of the Company (or, if earlier, at the close
Company;
paragraph (B) above, such authority to be
of business on 8 May 2024 but, in each case,
(c) the holder(s) of the B Ordinary Shares shall
used only for the purposes of making a
prior to its expiry the Company may make
on a return of capital in a liquidation, but not
follow-on offer which the Board
offers, and enter into agreements, which
otherwise, be entitled to receive the nominal
determines to be of a kind contemplated
would, or might, require equity securities to
amount of each such share but only after the
by paragraph 3 of Section 2B of the
be allotted (and treasury shares to be sold)
holder of each Ordinary Share shall have
Statement of Principles on Disapplying
after the authority expires and the Board may
received the amount paid up or credited as
Pre-Emption Rights most recently
allot equity securities (and sell treasury
paid up on such a share and the holder(s) of
published by the Pre-Emption Group prior
shares) under any such offer or agreement as
the B Ordinary Shares shall not be entitled to
to the date of this notice (the "Statement of
if the authority had not expired.
any further participation in the assets or
Principles"),
profits of the Company;
such authority to expire at the end of the next
Special Resolution 21
(d) a reduction by the Company of the capital
AGM of the Company (or, if earlier, at the close
21. That, in accordance with the Company’s
paid up or credited as paid up on the B
of business on 8 May 2024) but, in each case,
Articles of Association, a general meeting
Ordinary Shares and the cancellation of such
prior to its expiry the Company may make
(other than an Annual General Meeting)
shares will be treated as being in accordance
offers, and enter into agreements, which
may be called on not less than 14 clear
with the rights attaching to the B Ordinary
would, or might, require equity securities to
days’ notice.
Shares and will not involve a variation of such
Annual Report and Accounts 2022 / 185
Notice of Annual General Meeting
rights for any purpose. The Company will be
Resolution 2:
description of the skills and experience they
authorised at any time without obtaining the
APPROVAL OF THE FINAL DIVIDEND
contribute to the Board, appears on pages 78 to
consent of the holder(s) of the B Ordinary
This resolution seeks shareholder approval to
79 of the Annual Report and is also available on
Shares to reduce its capital in accordance with
pay a final dividend of 3.4p per ordinary share for
the Company’s website at www.futureplc.com/
the Companies Act; and
the year ended 30 September 2022. The
who-we-are/.
(e) the Company shall have irrevocable
dividend, if approved, will be payable on 14
authority at any time after the allotment or
February 2023 to shareholders on the register at
In accordance with the recommendations of the
issue of the B Ordinary Shares to appoint any
the close of business on 20 January 2023. .
UK Corporate Governance Code, every Director is
person to execute on behalf of the holders of
such shares a transfer thereof and/or an
Resolution 3:
required to retire from office at every AGM. Any
Director eligible, in accordance with the
agreement to transfer the same without
APPROVAL OF THE REMUNERATION POLICY
Company’s articles of association (the ‘Articles’),
making any payment to the holders thereof to
As the resolution to approve the 2021
may stand for re-election. The Company’s
such person or persons as the Company may
Remuneration Report at the February 2022 AGM
Chairman confirms that, following the evaluation
determine and, in accordance with the
was not supported by the simple majority
process, as described on page 81, the
provisions of the Companies Act, to purchase
required for it to be passed, the Remuneration
performance of each Director standing for
or cancel such shares without making any
Policy is required to be submitted for a binding
re-election and election continues to be effective
payment to or obtaining the sanction of the
vote at this year’s AGM. Over the past year, we
and that they have each demonstrated a strong
holders thereof and pending such a transfer
have consulted widely with our largest
commitment to their role.
and/or purchase and/or cancellation to retain
shareholders on proposals for our Directors’
the certificates, if any, in respect thereof,
Remuneration Policy (‘Remuneration Policy’). We
Resolutions 14-15:
provided also that the Company may in
are proposing some changes to the
APPOINTMENT OF AUDITOR AND
accordance with the provisions of the
Remuneration Policy this year, as set out on
AUDITOR’S REMUNERATION
Companies Act purchase all but not some only
pages 114 to 119. The Board believes that the
An independent auditor is required to be
of the B Ordinary Shares then in issue at a
amended Remuneration Policy offers greater
appointed at each general meeting at which
price not exceeding £1.00 for all the B
strategic flexibility and alignment with the
accounts are presented to shareholders. Under
Ordinary Shares.
Company’s strategy. The Remuneration Policy is
Resolution 14 the Directors propose to reappoint
set out on pages 114 to 119 (inclusive) of the
Deloitte LLP as the Company’s independent
Special Resolution 24
Annual Report.
THAT, subject to the B Ordinary Shares having
been allotted and issued, and subject to the
Resolution 4:
confirmation of the Companies Court, London
APPROVAL OF THE DIRECTORS’
auditor. More information about the decision to
appoint Deloitte LLP can be found in the Audit
and Risk Committee report on page 89.
(the “Court”), the capital of the Company be
REMUNERATION REPORT
Resolution 15 seeks shareholder authorisation for
reduced by cancelling and extinguishing the B
Resolution 4 seeks shareholder approval for the
the Audit and Risk Committee to decide the
Ordinary Shares allotted and issued pursuant
Directors’ Remuneration Report on pages 90 to
Auditor’s fee, which is standard practice.
to resolution 23 above and the amount of such
113 of the Annual Report. The FY 2022 annual
reduction be and is hereby credited to the
report on remuneration gives details of the
Resolution 16:
reserves of the Company.
implementation of the Company’s Remuneration
AUTHORITY TO ALLOT SHARES
Policy, approved by shareholders at the AGM in
At the AGM last year, the Directors were given the
Special Resolution 25
February 2021, in terms of the payments and
authority to allot shares without the prior consent
THAT, subject to the confirmation of the Court,
share awards made to the Directors in
of shareholders for a period expiring at the
the share premium account of the Company
connection with their performance and that of
conclusion of the 2023 AGM or, if earlier, on 3 May
be and is hereby cancelled and the amount of
the Company during the year ended 30
2023. It is proposed to renew this authority and to
such reduction be and is hereby credited to
September 2022.
the reserves of the Company.
authorise the Directors under section 551 of the
Companies Act 2006 to allot ordinary shares or
EXPLANATION OF RESOLUTIONS
to apply the Remuneration Policy in practice for
security into shares in the Company for a period
It also gives details of how the Company intends
grant rights to subscribe for or convert any
FY 2023. This vote is advisory and the Directors’
expiring at the conclusion of the 2024 AGM or, if
Ordinary resolutions
entitlement to remuneration is not conditional
earlier, close of business on 8 May 2024.
For each of the following resolutions to be
on it.
passed, more than half of the votes cast must be
This resolution, which follows the guidelines
in favour of the resolution.
The Company’s Auditor during the year, Deloitte
issued by the Investment Association, will allow
LLP, has audited those parts of the Directors’
the Directors to:
Resolution 1:
Remuneration Report that are required to be
a) allot ordinary shares up to a maximum
RECEIPT OF ANNUAL REPORT
audited and their report may be found on pages
nominal amount of £6,042,245.91
The Directors present to shareholders at the
126 to 136 of the Annual Report.
representing approximately one third (33.33
AGM the Reports of the Directors and Auditor
Resolutions 5-13:
per cent) of the Company’s existing issued
and the financial statements of the Company for
ELECTION AND RE-ELECTION OF DIRECTORS
share capital and calculated as at 5 December
the year ended 30 September 2022.
A biography of each Director, including a
2022; and
186 / Future plc
Group overviewFinancial Statement b) allot ordinary shares on a preemptive basis by
The Company conducted a remuneration review
otherwise permitted in the Remuneration Policy,
way of a rights issue to ordinary shareholders
during 2022 and following this review a number of
phantom awards will not be made to Executive
up to a maximum nominal amount (including
changes have been proposed in the new
Directors. Awards will be in respect of ordinary
any shares allotted under the paragraph
Remuneration Policy, as outlined in the
shares in the capital of the Company ("Shares").
above) of £12,084,491.83 representing
explanatory note relating to resolution 3 above. In
No payment is required for the grant of an Award.
approximately two thirds (66.67 per cent) of
line with the proposed Remuneration Policy, and
Awards are not transferable, except on death.
the Company’s existing issued share capital
in order to implement it, the Company wishes to
and calculated as at 5 December 2022.
obtain shareholder approval for the PSP.
Awards are not pensionable.
The Directors have no present intention of
The PSP will be used for awards made after the
5. Individual limit
allotting shares under this resolution, but believe
date of the AGM.
that the flexibility allowed by this resolution may
Individual limits for Executive Directors will be as
set out in the applicable Remuneration Policy
assist them in taking advantage of business
The main provisions of the PSP are summarised
from time to time. For other participants, the
opportunities as they arise.
below and resolution 18 proposes the approval of
Awards will be granted in accordance with any
this plan. The resolution also gives the Directors
applicable policies that may impose participation
If they do exercise this authority, the Directors
the authority to establish schedules to the PSP, or
limits on such Awards.
intend to follow best practice as recommended
separate plans, that are commercially similar, for
by the Investment Association. As at 5
the purposes of granting awards to employees
6. Vesting of Awards
December 2022 the Company does not have any
and Executive Directors who are based outside
Awards shall ordinarily vest on the ‘expected
shares in treasury.
the UK. Any awards made under such schedules
vesting date’ for the Award or, if later, when the
or separate plans will count towards the limits on
Remuneration Committee determines the extent
Resolution 17
individual and overall participation in the PSP.
to which any performance conditions or other
AUTHORITY TO MAKE POLITICAL DONATIONS
It remains the policy of the Company not to make
1. Constitution
conditions have been satisfied. Awards granted to
Executive Directors shall not have an expected
political donations or to incur political expenditure,
The operation of the PSP will be overseen by the
vesting date set earlier than the third anniversary
as those expressions are normally understood.
Remuneration Committee, whose decisions are
of the Award’s grant date , or such other period as
However, following broader definitions introduced
final and conclusive.
may be set out within the Remuneration Policy.
by the Act, the Directors continue to propose a
resolution designed to avoid inadvertent
2. Participating Companies
Where Awards are granted in the form of options,
infringement of these definitions.
The PSP may apply to employees of the Company
once vested such options will then be exercisable
and any member of the Group.
up until the tenth anniversary of grant (or such
The Act requires companies to obtain
shareholders’ authority for donations to
3. Eligibility
shorter period specified by the Remuneration
Committee at the time of grant) unless they lapse
registered political parties and other political
All employees (including employed Directors) of
earlier. Shorter exercise periods shall apply in the
organisations totalling more than £50,000 in any
the Group will be eligible for participation in the
case of “good leavers” or vesting of Awards in
12-month period, and for any political
PSP. The Remuneration Committee will, at its
connection with corporate events. Vesting can be
expenditure, subject to limited exceptions.
discretion, select who will receive awards under
prevented or delayed by dealing restrictions or
The definition of donation in this context is very
employees who have been identified as able to
Exceptionally, the Remuneration Committee may
wide and extends to bodies such as those
influence the performance of the Company and
decide that Awards may be settled in cash
the PSP (“Awards”). Those selected will be senior
an ongoing investigation into malus or clawback.
concerned with policy review, law reform and the
the value delivered to shareholders.
instead of Shares.
representation of the business community. It
4. Timing and structure of Awards
could also include special interest groups, such
Awards may be granted within the 42 day period
7. Performance conditions
as those involved with the environment, which
following:
The extent of vesting of Awards will be subject to
the Company and its subsidiaries might wish to
-
the Company announcing its results for any
performance conditions set by the Remuneration
support, even though these activities are not
period;
Committee. The terms of the performance
designed to support or to influence support for
any particular political party.
-
-
shareholder approval of the PSP;
conditions for Awards to the Company’s
the announcement or implementation of any
Executive Directors shall be set in line with the
legislative or regulatory change which affects
applicable’ Remuneration Policy from time to
Resolution 18
share plans; or
time and shall include a performance period of
PERFORMANCE SHARE PLAN
-
any other time when the Remuneration
not less than three years or such other period as
The Company wishes to obtain shareholder
Committee considers there are exceptional
may be set out in the Remuneration Policy. The
approval for the Future plc 2023 Performance
circumstances which justify the granting of
terms of the PSP include discretion for the
Share Plan (the “PSP”).
Awards.
Remuneration Committee to vary or waive the
The PSP will replace the Company’s existing
Awards will be structured as conditional share
performance conditions applying to Awards
Performance Share Plan which was last approved
awards or nil-cost options or phantom awards (a
following their grant if an event has occurred
by shareholders on 4 February 2015, and is due to
conditional right to a cash sum, linked to the
which causes the Remuneration Committee to
expire on 3 February 2025.
value of a number of notional shares). Unless
consider that it would be appropriate to amend
Annual Report and Accounts 2022 / 187
Notice of Annual General Meeting
the performance conditions, provided the
subsequently becomes employed as a director by
the Company (including the PSP) and it excludes
Remuneration Committee considers the varied
another company (other than in a voluntary role)
any Shares subject to awards made under any
targets are fair and reasonable and not materially
within 12 months of ‘retiring’, their ‘good leaver’
discretionary share plans prior to 1 October 2021.
less or more challenging than the original
treatment will effectively be reversed:
performance conditions were intended to be at
-
if the new employment occurs before
Treasury shares will count as new issue shares
the Award Date.
settlement, the Award will lapse; or
for the purposes of these limits unless
-
if the new employment occurs after
institutional investor guidelines provide that
8. Holding Period
settlement, the Board may seek
they need not count.
Awards granted to Executive Directors of the
reimbursement of the Shares or cash received
Company will be subject to a holding period
pursuant to those Awards.
12. Participants’ rights
consistent with the Remuneration Policy.
Awards settled in Shares will not confer any
Awards granted to other participants may be
In the event of a takeover or winding up of the
or the options have been exercised as relevant
subject to a holding period of a length
Company (not being an internal corporate
and the participants have received their Shares.
10. Corporate events
shareholder rights until the Awards have vested
determined at the time of grant and consistent
reorganisation) all Awards will vest:
with any relevant policies.
-
on or within one month after completion of
13. Dividend equivalent
the corporate event;
The Remuneration Committee may decide at the
9. Leaving employment
-
pro-rata to reflect the period up to the date of
time of grant that an Award will include the right
As a general rule, upon a participant’s
the corporate event relative to the normal
to receive a payment (in cash or Shares) of an
termination of employment with the Group:
vesting period; and
amount equivalent to the dividends that would
-
if a participant’s Award has already vested,
-
to the extent the Remuneration Committee
have been payable on an Award’s vested Shares
their Award will continue under the Plan and
estimates that the performance conditions
between the date of grant and the vesting of the
in the case of an option will remain
would have been satisfied over the
Award. This amount may assume the
exercisable for a period of six months (12
performance period.
reinvestment of dividends and shall be paid at
months if the participant has died); and
The Remuneration Committee can decide to
the same time as the delivery of the related
-
if a participant’s Award has not yet vested, it
pro-rate an Award to a different extent if it
Shares (or cash payment as relevant).
will lapse.
regards it as appropriate to do so in the
However, if a participant ceases to be an
circumstances.
14. Malus and clawback
employee because of death, injury, ill-health,
Awards will be subject to the Company’s malus
disability, redundancy, retirement with the
Any holding period and/or malus and clawback
and clawback policy.
agreement of their employing company, or the
provisions will continue to apply unless the
business for which they work being sold out of
Remuneration Committee decides otherwise.
15. Issues and Reorganisations
the Group, or in other circumstances at the
In the event of a variation in share capital or
discretion of the Remuneration Committee, then
In the event of a change of control if agreed with
rights issue or other internal corporate
their Award will not lapse If the participant has
the acquiring party, the Remuneration
reorganisation, the Remuneration Committee
died, the Award will vest on the date of death. In
Committee may decide that Awards will be
may adjust the number or class of Shares to
other circumstances, the Award will normally:
replaced by equivalent new awards over Shares
which an Award relates in such manner as it
-
vest on the same timetable and subject to the
in the acquiring company.
thinks appropriate.
same performance conditions stated in their
Award; and
11. Shares Available for the PSP
16. Amendments
-
be pro-rated, to reflect the period up until
The PSP may operate over new issue shares,
The PSP may be amended by the Remuneration
leaving employment relative to the normal
treasury shares or shares purchased in the market.
Committee in any way at any time, provided that
vesting period.
the Company will obtain Shareholder approval
Alternatively, in such “good leaver” circumstances
Awards cannot be made under the PSP if they
prior to making any amendments which are to
(including in the case of a discretionary good
would cause the “total plan shares” to exceed
the advantage of participants (present or future)
leaver), the Remuneration Committee can decide
10%, or the “discretionary plan shares” to exceed
and which relate to any of the following: the
to pro-rate a “good leaver” Award to a different
5%, of the ordinary share capital of the Company
persons who may receive Shares or cash under
extent (including to nil) if it regards it as
in issue immediately before the Awards are made.
the PSP; the total number or amount of Shares or
appropriate to do so in the circumstances, or can
cash that may be delivered under the PSP; the
decide that the participant’s Award will vest
The “total plan shares” figure looks at the total
maximum entitlement for any participant; the
when they leave, in which case the Remuneration
number of new issue or treasury shares that have
basis for determining a participant’s entitlement
Committee will determine the extent to which
been used to satisfy Awards in the previous 10
to, and the terms of, Shares or cash provided
the performance conditions will be treated as
years (or could still be used to satisfy Awards)
under the PSP; the rights of a participant in the
having been met, as measured by reference to
granted under the PSP or any other employee
event of a capitalisation issue, rights issue, open
the time up until the participant leaves.
share plan operated by the Company. The
offer, sub-division or consolidation of shares,
If an Executive Director who is deemed to be a
the same way, except it applies only to
capital; or to the provision in the rules requiring
“good leaver” by virtue of their retirement
discretionary employee share plans operated by
shareholder approval for changes.
“discretionary plan shares” figure is calculated in
reduction of capital, any other variation of
188 / Future plc
Group overviewFinancial Statement There is an exception for minor amendments to
passed, under sections 570 and 573 of the Act,
of equity securities or sale of treasury shares
benefit the administration of the PSP, to comply
empowering the Board to allot equity securities
from time to time under (i), such authority to be
with or take account of a change in legislation
for cash without a prior offer to existing
used only for the purposes of making a follow-on
and/or to obtain or maintain favourable tax,
shareholders. Resolutions 19 and 20 will renew
offer of a kind contemplated by paragraph 3 of
exchange control or regulatory treatment of any
and, in the case of follow-on offers of a kind
Section 2B of the Statement
member of the Group or any present or future
contemplated by paragraph 3 of Section 2B of
of Principles.
participant.
the Statement of Principles only, extend these
No change may be made to the material
authorities.
The authorities granted under resolutions 19 and
20 will apply until the conclusion of the next
disadvantage of one or more participants in
In line with the guidance set out in the Statement
Annual General Meeting or, if earlier, the close of
respect of subsisting rights without the written
of Principles, if approved, resolution 19 will
business on 8 May 2024.
consent of the affected participant(s) or unless all
authorise the Board to allot equity securities (as
such disadvantaged participants have been
defined in the Act) for cash and/or to sell ordinary
Resolution 21:
asked for their consent and a majority of those
shares held by the Company as treasury shares
NOTICE OF GENERAL MEETINGS
who respond give consent. Similar exceptions for
for cash on a non-pre-emptive basis. The
The notice period for general meetings, as
minor amendments as apply to the shareholder
authority will be limited to: (i) the allotment for
governed by the Companies Act 2006, is 21 days.
approval requirement apply to the obligation to
rights issues and other pre-emptive issues; (ii) the
The notice can be less if the shareholders
seek participant consent.
allotment of equity securities or sale of treasury
approve a shorter notice period, however it
shares (otherwise than under paragraph (a)
cannot be shorter than 14 clear days. AGMs
17. Overseas plans
above) up to a nominal amount of £1,812,855.06,
cannot be held at shorter notice and must always
The shareholder resolution to approve the PSP
which represents approximately 10 per cent of
be held on at least 21 clear days’ notice.
will allow the Company to establish further plans
the issued share capital of the Company as at 5
or schedules for overseas territories, any such
December 2022; and (iii) the allotment of equity
At last year’s AGM, shareholders authorised the
plan or schedule to be similar to the PSP, but
securities or sale of treasury shares (otherwise
calling of general meetings other than an AGM
modified to take account of local tax, exchange
than under (i) or (ii)) up to a nominal amount of
on not less than 14 clear days’ notice and it is
control or securities laws, provided that any
equal to 20 per cent of any allotment of equity
proposed that this authority be renewed. The
Shares made available under such further plans
securities or sale of treasury shares from time to
authority granted by this resolution, which will be
or schedules are treated as counting against the
time under (ii), such authority to be used only for
proposed as a special resolution, if passed, will
limits on individual and overall participation in
the purposes of making a follow-on offer of a
be effective until the Company’s next Annual
the PSP.
kind contemplated by paragraph 3 of Section 2B
General Meeting, when it is intended that a
18. Termination
The PSP will terminate 7 February 2033 save that
of the Statement
of Principles.
similar resolution will
be proposed.
the Remuneration Committee may at any time
In line with the guidance set out in the Statement
Note, that if a general meeting is called on less
prior to that date terminate it, but the rights of
of Principles, if approved, r In line with the
than 21 clear days’ notice, the Company will
existing participants will not thereby be affected.
guidance set out in the Statement of Principles, if
arrange for electronic voting facilities to be
In the event of termination no further awards will
approved, resolution 20 will additionally
available to all shareholders. The flexibility
be made.
authorise the Board to allot equity securities
offered by this resolution will be used where,
and/or sell ordinary shares held by the Company
taking into account the circumstances, and
This summary does not form part of the rules of
as treasury shares for cash on a non-pre-emptive
noting the recommendations of the UK Corporate
the PSP and should not be taken as affecting the
basis. This authority will be limited to: (i) the
Governance Code, the Directors consider this
interpretation of their detailed terms and
allotment of equity securities or sale of treasury
appropriate in relation to the business of the
conditions. The Board reserves the right to
shares up to a nominal amount of £1,812,855.06,
meeting and in the interests of the Company and
amend or add to the rules of the PSP up until the
which represents approximately 10 per cent of
shareholders as a whole.
time of the annual general meeting, provided
the issued share capital of the Company as at 5
that such amendments or additions do not
December 2022, for the purposes of financing (or
Resolutions 22, 23, 24 and 25:
conflict in any material respect with this
refinancing, if the authority is to be used within
CAPITAL REDUCTION
summary.
twelve months after the original transaction) a
Expected timetable of principal events re
transaction which the Board determines to be an
Share Capital Reduction
Special Resolutions
acquisition or other capital investment of a kind
Publication of this document - 15 December 2022
For each of the following resolutions to be
contemplated by the Statement of Principles and
Latest time and date for receipt of Forms of Proxy
passed, at least 75 per cent of the votes cast must
which is announced at the same time as the
- 11.00am on 6 February 2023
be in favour of the resolution.
allotment, or has taken place in the preceding
Annual General Meeting - 11.00am on 8 February
Resolution 19 and 20:
announcement of the allotment; and (ii) the
Expected date of the first Court hearing for initial
DIRECTORS’ GENERAL POWERS TO DISAPPLY
allotment of equity securities or sale of treasury
directions - on or around 20 February 2022
PRE-EMPTION RIGHTS
shares (otherwise than under (i)) up to a nominal
Capital Reduction Record Time - 6.30 p.m. on the
At last year’s meeting, special resolutions were
amount of equal to 20 per cent of any allotment
Business Day preceding the Court hearing to
twelve month period and is disclosed in the
2023
Annual Report and Accounts 2022 / 189
Notice of Annual General Meeting
confirm the Reduction of Capital
will create additional distributable reserves to
Company’s retained earnings reserve, which is a
Expected date of the second Court hearing - on
the value of £669,820,258.
distributable reserve.
or around 14 March 2023 to confirm the
Reduction of Capital
You should note that the Reduction of Capital is
The Board is recommending that the entire
Effective Date of the Reduction of Capital -
conditional upon the approval of Shareholders at
amount of its share premium account be reduced
Business Day after the Court order confirming the
the Annual General Meeting and also the
to £nil. In order to effect the Share Premium
Reduction of Capital
confirmation of the Court, as further detailed in
Reduction, the Company first requires the
paragraph c) (Procedure to effect the Reduction
authority of its Shareholders by the passing of a
Notes:
of Capital) and paragraph d) (Other Matters
special resolution at the General Meeting.
a) Each of the times and dates set out above is
Concerning the Reduction of Capital) below.
The Share Premium Reduction will take effect
based on current expectations and is subject
In seeking approval of the Reduction of Capital,
when the order of the Court confirming it and a
to change. If any of the above times and/or
the Directors are not indicating any commitment,
statement of capital approved by the Court have
dates is changed, the revised times and/or
and, at the date of this document do not have any
been registered with the Registrar of Companies.
dates will be notified to Shareholders by
immediate intention, to make any distributions or
The effective date of the Share Premium
announcement through a Regulatory
to buy back any Ordinary Shares, .
Reduction is expected to be the Business Day
Information Service.
following the hearing at which the Reduction of
a) All above references to times are to London
The proposed Reduction of Capital itself will not
Capital is to be confirmed by the Court and after
(GMT) times.
involve any distribution or repayment of capital,
which the order of the Court confirming the same
share premium or merger reserve by the
is handed down, which is anticipated to be in or
a) Proposed Reduction of Capital Introduction
Company and will not reduce the underlying net
around March 2023.
The proposals recommended by the Board of
assets of the Company. Following the
Directors (the “Board”) of Future plc (the
implementation of the Reduction of Capital there
Merger Reserve Reduction
“Company”) to:
will be no change to the number of Ordinary
In certain circumstances, such as where shares
•
cancel the amounts standing to the credit of
Shares in issue (or their nominal value), and no
are issued in consideration for the acquisition of
the Company’s share premium account (the
new share certificates will be issued as a
shares in another company, instead of creating
“Share Premium Reduction”); and
consequence of the Reduction of Capital.
share premium, an amount is credited to a
•
capitalise the amounts standing to the credit
The proposed Reduction of Capital is not
merger reserve. The Company has £472,951,225
of the Company’s merger reserve by issuing B
expected to affect any outstanding awards over
standing to the credit of its merger reserve, the
Ordinary Shares in the capital of the Company
the Company’s shares granted under its
majority of which (approximately £411 million) has
and thereafter cancel such B Ordinary Shares (the
employee share schemes.
arisen from the acquisition of GoCo Group plc in
“Merger Reserve Reduction”),
c) Procedure to effect the Reduction of
which shares in the Company were issued in
the Share Premium Reduction and the Merger
Capital
consideration.
Reserve Reduction being together the
Share Premium Reduction
As in the case of a share premium account, a
“Reduction of Capital”.
As at close of business on 5 December 2022
merger reserve can only be used in very limited
b) Background to and reasons for Reduction
date of this document), the Company had
share premium account, its merger reserve is a
of Capital
£196,869,033 standing to the credit of its share
non-statutory reserve and the Court does not
The Board has decided that it is now appropriate
premium account.
have the power to reduce non-statutory reserves.
(being the latest practicable date prior to the
circumstances. However, unlike the Company’s
to seek to cancel the Company’s share premium
account and increase the distributable reserves
Share premium forms part of the capital of the
Therefore, it is proposed to capitalise the entire
of the Company. A share premium account is a
Company which arises on the issue by the
sum standing to the credit of the Company’s
non-distributable reserve and, accordingly, the
Company of Ordinary Shares at a premium to their
merger reserve, being £472,951,225, by applying
purposes for which the Company can use it are
nominal value. The premium element is credited
that sum in paying up in full new B ordinary
extremely limited. Additionally the Company
to its share premium account. Under the
shares in the capital of the Company (with the
holds a merger reserve, in order to capitalise this
Companies Act, the Company is generally
nominal value of such shares being equal to the
reserve, the Board has decided it is appropriate
prohibited from paying any dividends or making
sum that is obtained by dividing the number of
to issue B Ordinary Shares in the capital of the
other distributions in the absence of positive
such shares to be issued into £472,951,225 (the “B
Company and thereafter to cancel such B
distributable reserves, and the share premium
Ordinary Shares”) and, on the Business Day prior
Ordinary Shares. This will further increase the
account, being a non-distributable reserve, can be
to the day of the Court hearing to confirm the
distributable reserves of the Company.
applied by the Company only for limited purposes.
Reduction of Capital, allotting and issuing such
The Reduction of Capital, if approved, would
However, provided the Company obtains the
holding Ordinary Shares as at the Capital
create distributable reserves that would give the
approval of Shareholders by way of a special
Reduction Record Time, on the basis of one B
Company further flexibility to deliver shareholder
resolution and the subsequent requisite
Ordinary Share for every one Ordinary Share
returns over the coming years either in the form
confirmation by the Court, it may reduce all or
held (the “B Ordinary Share Issue”).
of distributions and/or purchases of the
part of its share premium account and the
Company’s own shares. It is expected that the
amount by which the share premium account
The B Ordinary Shares will not be admitted to
Reduction of Capital, if confirmed by the Court,
would be reduced would be credited to the
trading on the London Stock Exchange, or on any
shares, credited as fully paid, to the persons
190 / Future plc
Group overviewFinancial Statement other market or stock exchange. It is a condition
EDG Facility consists of 5 banks and is partially
The Merger Reserve Reduction
of issue of the B Ordinary Shares that no share
guaranteed by UK Export Finance (“UKEF”).
On the basis that the B Ordinary Shares will be
certificates will be issued in respect of them. The
Under Clause 20.6 of the EDG Facility, the
treated as being paid up for “new consideration”
B Ordinary Shares will have extremely limited
Reduction of Capital requires prior approval of
received by the Company, the B Ordinary Share
rights. In particular, the B Ordinary Shares will
the lenders representing at least 66.66 per cent.
Issue should not give rise to any liability for UK
carry no rights to participate in the profits of the
of the aggregate commitments, as calculated
income tax (or corporation tax on income) in a UK
Company and no rights to participate in the
under the Facility (and subject to the written
Shareholder’s hands.
Company’s assets, save on a winding up. The B
direction of UKEF)(the “EDG Majority Lenders”).
Ordinary Shares will be transferable, but no
For CGT purposes, the B Ordinary Share Issue
market will exist in them and it is anticipated that
The Board reserves the right to abandon or to
should be treated as a “reorganisation”, so that a
the Court will confirm at the Court hearing to
discontinue (in whole or in part) the petition to the
UK Shareholder should not be treated as making
confirm the Reduction of Capital, that they may
Court in the event that the Board considers that
a disposal of their Ordinary Shares for CGT
be cancelled the day after they are issued.
the terms on which the proposed Reduction of
purposes upon receipt of the B Ordinary Shares.
d) Other Matters concerning the Reduction of
confirmed by the Court would not be in the best
as the same asset, acquired at the same time, as
Capital would be (or would be likely to be)
Instead, the B Ordinary Shares should be treated
Capital
interests of the Company and/or the Shareholders
their Ordinary Shares.
In addition to approval by Shareholders, the
as a whole. The Board has undertaken a detailed
proposed Reduction of Capital requires the
review of the Company’s liabilities (including
On a disposal of B Ordinary Shares or Ordinary
confirmation of the Court. Accordingly, following
contingent liabilities) and considers as at the date
Shares by a UK Shareholder for CGT purposes, a
approval by Shareholders, the Company will
of this document that the Company will be able to
UK Shareholder’s base cost in their Ordinary
apply, by way of a petition, to the Court, for
satisfy the Court that, as at the Effective Date, the
Shares would be apportioned between their B
confirmation of the Reduction of Capital.
Company’s creditors will not be prejudiced and/or
Ordinary Shares and their Ordinary Shares based
will be sufficiently protected.
on their respective market values at the date that
In order to approve the Reduction of Capital, the
the B Ordinary Shares or Ordinary Shares are
Court will need to be satisfied that the interests
The Reduction of Capital does not affect the voting
disposed of. It is likely that the market value of
of the Company’s creditors (including contingent
or dividend rights of any Shareholder, or the rights
the B Ordinary Shares will be £nil for the duration
creditors) will not be prejudiced by the Reduction
of any Shareholder on a return of capital.
of their existence. This is because the B Ordinary
of Capital. A creditor may be entitled to object to
the Reduction of Capital if they can prove they
Shares will have no voting rights or rights to
income; will have no market on which they can be
would be entitled to claim in a winding up and
e) United Kingdom Taxation
traded; and it is anticipated that they will be
there is, as a result of the Reduction of Capital
The following comments are intended as a
cancelled for no payment on the day immediately
proceeding, a real likelihood that the creditor
general guide only and relate only to certain UK
following the date of their issue. Consequently,
may not have its debts paid by the Company. The
tax consequences of the Reduction of Capital.
the issue of the B Ordinary Shares should not
Company and the Directors will take such steps
The comments are based on current legislation
impact the base cost of the Ordinary Shares.
to satisfy the Court in this regard as they consider
and HM Revenue & Customs published practice,
appropriate. Such steps may include seeking the
both of which are subject to change, possibly with
The reduction of capital effected by the
consent of the relevant Company creditors to the
retrospective effect. These comments deal only
cancellation of the B Ordinary Shares should be
proposed Reduction of Capital, or the provision
with Shareholders who are resident for taxation
treated for CGT purposes as a further
by the Company of an undertaking to the Court
purposes in the UK, who are the absolute
“reorganisation” so that a UK Shareholder should
that an amount released by the Reduction of
beneficial owners of the Ordinary Shares and
not be treated as making a disposal of their
Capital will remain undistributable for a defined
who hold them as an investment and not on a
Ordinary Shares or B Ordinary Shares for CGT
period of time.
trading account (“UK Shareholders”). They do not
purposes. Instead, the Ordinary Shares held by
deal with the position of certain classes of
the UK Shareholder after the cancellation of the
The Company is party to a Multicurrency
Shareholders, such as dealers in securities,
B Ordinary Shares should be treated as the same
Revolving Facilities Agreement dated 13 February
insurance companies, collective investment
asset, acquired at the same time, as their holding
2019 (as amended from time to time) (the “RCF
schemes or persons regarded as having obtained
of Ordinary Shares and B Ordinary Shares prior
Facility”), which borrowings may be up to £500
their Ordinary Shares by reason of employment.
to the cancellation which, as described above,
million. The syndicate of lenders under the RCF
Any Shareholder who has any doubt about their
should in turn be treated as the same asset,
Facility consists of 9 banks. Under Clause 25.20
own taxation position, or who is subject to
acquired at the same time, as their original
of the RCF Facility, the Reduction of Capital
taxation in any jurisdiction other than the UK
holding of Ordinary Shares. Accordingly,
requires prior approval of the lenders
should consult their own professional taxation
following the B Share Issue and the cancellation
representing at least 66.66 per cent. of the
advisor immediately.
aggregate commitments, as calculated under the
of the B Shares, UK Shareholders should be left
in the same position for CGT purposes as they
Facility (the “RCF Majority Lenders”). The
The Share Premium Reduction
were in originally before the B Ordinary Share
Company is also party to an EDG Facility
The Share Premium Reduction should not have
Issue and cancellation of B Ordinary Shares.
Agreement dated 23 November 2022 (the “EDG
any consequences for UK Shareholders for the
Facility”), under which borrowings may be up to
purposes of UK taxation of chargeable gains
Even if (contrary to the preceding paragraph) the
£400 million. The syndicate of lenders under the
(“CGT”), UK income tax or UK corporation tax.
cancellation of the B Ordinary Shares were
Annual Report and Accounts 2022 / 191
Notice of Annual General Meeting
treated as a disposal for CGT purposes, provided
We will keep you updated should the plans for our AGM
each. Each Ordinary share carries one vote. There are
that the market value of the B Ordinary Shares is
change in light of future developments. Any change to
no shares held in treasury. The total number of voting
£nil for the duration of their existence which, for
the location, time or date of our AGM will be
rights in the Company is therefore 120,857,004 .
the reasons described above, seems likely to be
communicated to shareholders in accordance with our
the case, there should be no adverse CGT
Articles of Association and by Stock Exchange
DOCUMENTS AVAILABLE FOR INSPECTION
consequences for UK Shareholders. There should
Announcement.
6.
Printed copies of the service contracts of the
be no chargeable gain (or allowable loss) on the
Company’s Directors and the letters of appointment
cancellation of the B Ordinary Shares, and the UK
Appointment of a proxy does not preclude a member
for the non-Executive Directors will be available for
Shareholder’s base cost in their Ordinary Shares
from attending the meeting and voting in person. If a
inspection during usual business hours on any
should be the same as it was originally before the
member has appointed a proxy and attends the meeting
weekday (Saturdays, Sundays and public holidays
B Ordinary Share Issue and cancellation of B
in person, the proxy appointment will automatically be
excluded) at the Company’s London office at 121 - 141
Ordinary Shares.
terminated.
UK stamp duty and stamp duty reserve tax
APPOINTMENT OF PROXIES
Westbourne Terrace, Paddington, London, W2 6JR
and at the Company’s registered office at Quay
House, The Ambury, Bath, BA1 lUA including on the
No stamp duty or stamp duty reserve tax will be
3.
Any member entitled to attend and vote at the
day of the meeting from 11.00am until its completion.
payable on the Reduction of Capital, including
meeting may appoint one or more proxies to attend,
A copy of the draft rules of the Future plc 2023
the B Ordinary Shares Issue and the cancellation
speak and vote in their place. A member may appoint
Performance Share Plan will be available for
of the B Ordinary Shares.
more than one proxy provided that each proxy is
inspection in the National Storage Mechanism at
e) Recommendation
different share or shares held by that shareholder. If
regulatory-disclosures/national-storage-mechanism
The Directors consider that the proposed
you appoint multiple proxies for a number of shares
from the date of sending this circular.
Reduction of Capital is in the best interests of the
in excess of your holding, the proxy appointments
They will also be available at the meeting for at least
Company and its Shareholders as a whole and
may be treated as invalid. A proxy need not be a
15 minutes prior to and until the conclusion of
appointed to exercise the rights attached to a
https://www.fca.org.uk/markets/primary-markets/
unanimously recommend that you vote in favour
member of the Company. A proxy card is enclosed.
the meeting.
of the Special Resolutions 22 to 25, as they
To be effective, proxy cards should be completed in
intend to do in respect of their own beneficial
accordance with Notice of Annual General Meeting
ELIGIBLE SHAREHOLDERS
holdings of 584,809 Ordinary Shares,
these notes and the notes to the proxy form, signed
7.
The Company, pursuant to Regulation 41 of The
representing, in aggregate, approximately 0.5
and returned so as to be received by the Company’s
Uncertificated Securities Regulations 2001, specifies
per cent. of the Company’s issued ordinary share
Registrars:
that only those members on the register of the
capital as at close of business on 5 December
Computershare Investor Services PLC,
Company as at 6pm on 6 February 2023 or, if this
2022 (being the latest practicable date prior to
publication of this document).
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
meeting is adjourned, in the register of members 48
hours before the time of any adjourned meeting, are
entitled to attend and vote at the meeting in respect
of the number of shares registered in their name at
FURTHER INFORMATION ABOUT THE AGM
not later than 11.00am on 6 February 2023 being two
that time. Changes to entries on the Register after
1.
Information regarding the meeting, including the
business days before the time appointed for the holding
6pm on 6 February 2023 or, if this meeting is
information required by section 311A of the Act, is
of the meeting. If you submit more than one valid proxy
adjourned, in the register of members 48 hours
available from www.futureplc.com/invest-in-future
appointment, the appointment received last before the
before the time of any adjourned meeting, will be
latest time for the receipt of proxies will take precedence.
disregarded in determining the rights of any person
ATTENDANCE AT THE AGM
to attend or vote at the meeting.
2.
The AGM (the ‘Meeting’) will take place as a physical
ELECTRONIC APPOINTMENT OF PROXIES
INDIRECT INVESTORS
meeting. We continue to be mindful of the health and
4.
As an alternative to completing the printed proxy
8.
Any person to whom this notice is sent who is a
safety of our colleagues and shareholders and ask
form, you may appoint a proxy electronically by
person that has been nominated under section 146
that you do not attend the AGM in person if you have
visiting the following website: www.investorcentre.
of the Companies Act 2006 (‘Act’) to enjoy
any symptoms of COVID-19 or have recently been in
co.uk/eproxy.
information rights (a ‘Nominated Person’) does not
contact with anyone who has tested positive.
have a right to appoint a proxy. However, a
You will be asked to enter the Control Number, the
Nominated Person may, under an agreement with
We strongly encourage shareholders to submit a proxy
Shareholder Reference Number (SRN) and PIN as printed
the registered shareholder by whom they were
vote in advance of the AGM and to appoint the Chair of
on your proxy form and to agree to certain terms and
nominated (a ‘Relevant Member’), have a right to be
the meeting as their proxy, rather than a named person
conditions. To be effective, electronic appointments
appointed (or to have someone else appointed) as a
who, if circumstances change, may not be able to attend
must have been received by the Company’s Registrars
proxy for the meeting. Alternatively, if a Nominated
the meeting.
not later than 11.00am on 6 February 2023.
Person does not have such a right, or does not wish
If you are attending the meeting in person, please bring
NUMBER OF SHARES IN ISSUE
agreement to give instructions to the Relevant
the attendance card attached to your form of proxy and
5.
As at the close of business on 5 December 2022
Member as to the exercise of voting rights.
arrive at Future’s London office, 121 - 141 Westbourne
(being the last business day prior to the publication
Terrace, Paddington, London, W2 6JR, in sufficient time
of this notice) the Company’s issued share capital
A Nominated Person’s main point of contact in terms of
for registration.
consisted of 120,857,004 Ordinary shares of 15 pence
their investment in the Company remains the Relevant
to exercise it, they may have a right under any such
192 / Future plc
Group overviewFinancial Statement Member (or, perhaps, the Nominated Person’s custodian
their CREST sponsors or voting service providers are
JOINT HOLDERS
or broker) and the Nominated Person should continue to
referred, in particular, to those sections of the CREST
13. Where more than one of the joint holders purports to
contact them (and not the Company) regarding any
Manual concerning practical limitations of the CREST
vote or appoint a proxy, only the vote or appointment
changes or queries relating to the Nominated Person’s
system and timings.
submitted by the member whose name appears first
personal details and their interest in the Company
on the register will be accepted.
(including any administrative matters). The only
The Company may treat as invalid a CREST Proxy
exception to this is where the Company expressly
Instruction in the circumstances set out in Regulation
QUESTIONS AT THE AGM
requests a response from the Nominated Person.
35(5)(a) of the Uncertificated Securities Regulations 2001.
14. Under section 319A of the Act, the Company must
answer any question you ask relating to the business
APPOINTMENT OF PROXIES
AMENDING A PROXY
being dealt with at the meeting unless:
THROUGH CREST
10. To change a proxy instruction, a member needs to
a) answering the question would interfere unduly with
9.
CREST members who wish to appoint a proxy or
submit a new proxy appointment using the methods
the preparation for the meeting or involve the
proxies through the CREST electronic proxy
set out above. Note that the deadlines for receipt of
disclosure of confidential information;
appointment service may do so for the meeting and
proxy appointments (see above) also apply in
b) the answer has already been given on a website in the
any adjournment(s) thereof by using the procedures
relation to amended instructions; any amended
form of an answer to a question; or
described in the CREST Manual. CREST personal
proxy appointment received after the relevant
c) it is undesirable in the interests of the Company or the
members or other CREST sponsored members, and
deadline will be disregarded. Where a member has
good order of the meeting that the question be
those CREST members who have appointed a voting
appointed a proxy using the paper proxy form and
answered.
service provider(s), should refer to their CREST
would like to change the instructions using another
sponsor or voting service provider(s), who will be
such form, that member should contact the
MEMBERS’ RIGHT TO REQUIRE CIRCULATION OF A
able to take the appropriate action on their behalf.
Registrars on +44 (0)370 7071443.
RESOLUTION TO BE PROPOSED AT THE AGM
15. Under section 338 of the Act, a member or members
For a proxy appointment or instruction made using the
If more than one valid proxy appointment is submitted,
meeting the qualification criteria set out at note 18
CREST service to be valid, the appropriate CREST
the appointment received last before the deadline for the
opposite, may, subject to conditions set out at note
message (a ‘CREST Proxy Instruction’) must be properly
receipt of proxies will take precedence.
19, require the Company to give to members notice of
authenticated in accordance with Euroclear UK & Ireland
a resolution which may properly be moved and is
Limited’s specifications and must contain the information
REVOKING A PROXY
intended to be moved at that meeting.
required for such instructions, as described in the CREST
11. In order to revoke a proxy instruction, a signed letter
Manual. The message, regardless of whether it
clearly stating a member’s intention to revoke a
MEMBERS’ RIGHT TO HAVE A MATTER OF BUSINESS
constitutes the appointment of a proxy or an amendment
proxy appointment must be sent by post or by hand
DEALT WITH AT THE AGM
to the instruction given to a previously appointed proxy
to the Company’s Registrars:
16. Under section 338A of the Act, a member or
must, in order to be valid, be transmitted so as to be
Computershare Investor Services PLC,
members meeting the qualification criteria set out at
received by the issuer’s agent (ID 3RA50) by 11.00am on 6
February 2023 or, if the meeting is adjourned, not less
than 48 hours before the time fixed for the adjourned
meeting. For this purpose, the time of receipt will be
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
note 18 opposite, may, subject to the conditions set
out at note 19, require the Company to include in the
business to be dealt with at the AGM a matter (other
than a proposed resolution) which may properly be
taken to be the time (as determined by the timestamp
Note that the deadlines for receipt of proxy
included in the business (a matter of business).
applied to the message by the CREST Applications Host)
appointments (see above) also apply in relation to
from which the issuer’s agent is able to retrieve the
revocations; any revocation received after the relevant
WEBSITE PUBLICATION OF ANY AUDIT CONCERNS
message by enquiry to CREST in the manner prescribed
deadline will be disregarded.
17. Pursuant to Chapter 5 of Part 16 of the Act, where
by CREST. After this time any change of instructions to
requested by a member or members meeting the
proxies appointed through CREST should be
CORPORATE MEMBERS
qualification criteria set out at note 18 below, the
communicated to the appointee through other means.
12.
In the case of a member which is a company, any
Company must publish on its website a statement
proxy form, amendment or revocation must be
setting out any matter that such members propose to
CREST members and, where applicable, their CREST
executed under its common seal or signed on its
raise at the AGM relating to the audit of the Company’s
sponsors or voting service providers should note that
behalf by an officer of the company or an attorney for
accounts (including the auditors’ report and the
Euroclear UK & Ireland Limited does not make available
the company. Any power of attorney or any other
conduct of the audit) that are to be laid before the AGM.
special procedures in CREST for any particular messages.
authority under which the documents are signed (or
Normal system timings and limitations will therefore
a duly certified copy of such power of authority) must
Where the Company is required to publish such a
apply in relation to the input of CREST Proxy Instructions.
be included. A corporate member can appoint one or
statement on its website:
It is the responsibility of the CREST member concerned
more corporate representatives who may exercise,
a)
it may not require the members making the request
to take (or, if the CREST member is a CREST personal
on its behalf, all its powers as a member provided
to pay any expenses incurred by the Company in
member or sponsored member or has appointed a voting
that no more than one corporate representative
complying with the request;
service provider(s), to procure that his/her CREST
exercises powers over the same share. Members
b)
it must forward the statement to the Company’s
sponsor or voting service provider(s) take(s)) such action
considering the appointment of a corporate
auditors no later than the time the statement is made
as is necessary to ensure that a message is transmitted
representative should check their own legal position,
available on the Company’s website; and
by means of the CREST system by any particular time. In
the company’s articles of association and the
c)
the statement may be dealt with as part of the
this connection, CREST members and, where applicable,
relevant provision of the Companies Act 2006.
business of the AGM.
Annual Report and Accounts 2022 / 193
Notice of Annual General Meeting
Contacts
The request:
CONDITIONS
d) may be in hard copy form or in electronic form and
19. The conditions are that:
must be authenticated by the person or persons
a)
any resolution must not, if passed, be ineffective
making it (see note 19(d) and (e) below);
(whether by reason of inconsistency with any
e)
should either set out the statement in full or, if
enactment or the Company’s constitution or
supporting a statement sent by another member,
otherwise);
Future plc and
Future Publishing Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
clearly identify the statement which is being
b)
the resolution or matter of business must not be
Tel +44 (0)1225 442244
supported; and
defamatory of any person, frivolous or vexatious;
f)
must be received by the Company at least one week
c) the request:
before the AGM.
i)
may be in hard copy form or in electronic form;
ii)
must identify the resolution or the matter of business
MEMBERS’ QUALIFICATION CRITERIA
of which notice is to be given by either setting it out
18. In order to be able to exercise the members’ rights
in full or, if supporting a resolution/matter of
set out in notes 15 to 17 above the relevant request
business sent by another member, clearly identifying
must be made by:
the resolution/matter of business which is being
a)
a member or members having a right to vote at the
supported;
AGM and holding at least 5% of total voting rights of
iii) in the case of a resolution, must be accompanied by a
all the members having a right to vote on the
statement setting out the grounds for the request;
resolution to which the request relates; or
iv) must be authenticated by the person or persons
b)
at least 100 members having a right to vote at the
making it; and
AGM and holding, on average, at least £100 of paid
v)
must be received by the Company not later than six
up share capital.
weeks before the date of the AGM; and
d) in the case of a request made in hard copy form, such
request must be:
i)
signed by you and state your full name and address;
and
ii)
sent by post to
Company Secretary,
Future plc,
Quay House,
The Ambury,
Bath BA1 lUA;
marked for the attention of the Company Secretary; and
e)
in the case of a request made in electronic form, such
request must:
i)
state your full name and address; and
ii)
be sent to cosec@futurenet.com.
Please state ‘AGM’ in the subject line of the email. You
may not use this electronic address to communicate with
the Company for any other purpose.
Future US, Inc.
555 11th Street
Northwest Suite 600
Washington
DC 20004
USA
Tel +1 212 378 0448
Future Publishing
Australia Pty Ltd
Level 10
89 York St
North Sydney
NSW 2000
Australia
Tel +61 2 9955 2677
London office
121-141 Westbourne Terrace
Paddington
London W2 6JR
Tel +44 (0)20 7042 4000
Newport office
Imperial House
Imperial Way
Coedkernew
Newport
Wales NP10 8UH
www.futureplc.com
194 / Future plc
Group overviewFinancial Statement Shareholder information
Financial calendar
Annual General
Ex dividend date for the
FY22 final dividend pay-
Announcement of the
Meeting
FY22 final dividend
ment date
preliminary results for
8 February 2023
19 January 2023
14 February 2022
the year ended 30
September 2023
November 2023
Registered office
Quay House
The Ambury
Bath
BA1 1UA
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Solicitor
Simmons & Simmons LLP
Aurora
Floors 5 and 6
Finzels Reach
Counterslip
Bristol
BS1 6BX
Principal
clearing bank
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Joint stockbroker &
advisors
Numis Securities Ltd
10 Paternoster Square
London
EC4M 7LT
J.P. Morgan Cazenove
Tower Bridge House
St. Katharines Way
London
E1W 1DD
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Company website
The Company’s website at www.futureplc.com contains the latest
information for shareholders, including press releases. Email alerts of the
latest news, press releases and financial reports about Future plc may be
obtained by registering for the email news alert service 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 account
details. Those selecting this method will receive a tax voucher at their
registered address when the corresponding dividend is paid.
Shareholders wishing to benefit from this service should register at
www.investorcentre.co.uk or call our registrar, Computershare Investor
Services PLC, for a form by phone on 0870 707 1443 (a text 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.
Annual Report and Accounts 2022 / 195