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Annual
Report
FY 2023
Cover Photo by unsplash.com/kelly sikkema
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Contents
Future plc
Annual Report and Accounts 2023
Strategic Report
Corporate Governance
5
Group overview
9
Chair’s statement
73 Chair’s introduction
76
Governance framework
12
Our strategy & business model
78 Board of directors
18
Key Performance Indicators
20
Chief Executive’s Q&A
23 Operational review
Corporate responsibility
25 Our Future, Our Responsibility
37
Non-financial information and
sustainability statement
38 How we engage with our stakeholders
41 Section 172(1) statement
Financial Review
43 Financial review
48
Risks and uncertainties
50 Summary of principal risks
82 Nomination committee
85 Audit and risk committee
89 Directors’ report
91 Directors’ responsibility statement
92 Director’s remuneration report
97 Annual report on remuneration
Financial Statements
117 Independent auditor’s report
128 Consolidated income statement
128 Consolidated statement of
comprehensive income
129 Consolidated statement of changes in equity
129 Company statement of changes in equity
130 Consolidated balance sheet
131 Company balance sheet
53 Longer term viability statement
132 Consolidated cash flow statement
54 Taskforce on Climate-Related
Financial Disclosures
133 Notes to the consolidated cash flow statement
135 Accounting policies
142 Notes to the financial statements
Annual General Meeting
176 Notice of Annual General Meeting
181 Shareholder information
ContentsAnnual Report and Accounts 2023 4
Strategic Report
5
9
12
18
20
23
Group overview
Chair’s statement
Our strategy & business model
Key Performance Indicators
Chief Executive’s Q&A
Operational review
Future plc
Group
overview
Introduction
5
We are the platform for
creating and distributing
trusted, specialist content,
to build engaged and
valuable global communities
The successful execution of the strategy is based
on a value-led organisation with a clear purpose:
We ignite people’s passions
Our diversification model*
2 Main geographies
3 Main categories
3 Main revenue streams
35%
31%
20%
60%
8%
72%
34%
Key
Advertising
Consumer direct monetisation
eCommerce affiliate
Key
B2C
Go.Compare
B2B
40%
Key
UK
US
* % of Group’s revenue
Strategic reportAnnual Report and Accounts 2023 6
Group
overview
Main brands
Future plc Highlights
Revenue diversification by geography
Revenue £m
Media revenue %
Employees #
Financial highlights FY 2023 adjusted results
Revenue (£m)
Adjusted EBITDA (£m)1
Adjusted operating profit (£m)2
Adjusted operating profit margin (%)
Adjusted diluted EPS (p)3
Adjusted Free Cash Flow4 (£m)
Statutory results
Revenue (£m)
Operating profit (£m)
Operating profit margin (%)
Profit before tax (£m)
Cash generated from operations (£m)
Diluted EPS (p)
7
UK ( including RoW)
US
% Group
% Group
476.6
280.8
2,212
60%
55%
76%
312.3
234.1
708
40%
45%
24%
FY 2023
FY 2022
788.9
276.8
256.4
32%
825.4
293.8
271.7
33%
140.9p
163.5p
253.2
267.2
FY 2023
FY 2022
788.9
174.5
22%
138.1
241.0
94.1p
825.4
188.6
23%
170.0
268.5
100.9
Var
(4)%
(6)%
(6)%
(1)ppt
(14)%
(5)%
Var
(4)%
(7)%
(1)ppt
(19)%
(10)%
(7)%
1 Adjusted EBITDA represents operating profit before share-based payments (relating to equity-settled awards with vesting periods longer than 12 months) and related social security costs, amortisation, depreciation,
transaction and integration related costs and exceptional items. Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue.
2 Adjusted operating profit represents operating profit 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, transaction and integration related costs and exceptional items. This is a key management incentive metric, used within the Group’s Deferred Annual Bonus Plan.
3 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.
4 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.
Revenue diversification by monetisation type
3. eCommerce affiliate (34%
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.
2. Consumer direct
monetisation (35% 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.
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1. Advertising (31% 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)).
Strategic reportAnnual Report and Accounts 2023
8
Future plc
Group
overview
Our audience
485m
Audience
481m
Digital online
users
4m
Offline
users
241m
On-platform
users
240m
Off-platform
users
2m
Subscriptions
2m
Circulation
217m
Social
users
119k
Event
attendees
15m
Email
newletters
8m
Apple
News
Chair’s
Statement
A global specialist media platform
with diversified revenue streams
9
“ Jon’s expertise and
wealth of knowledge of
the US media market
will prove highly
valuable as we capitalise
on the significant
growth opportunities
available to the Group.”
Richard Huntingford
Chair
Dear Shareholders,
FY 2023 has undoubtedly been a
challenging year, but once again the
Group has demonstrated its ability to
navigate a difficult macroeconomic
backdrop. In doing so, the Group has
delivered resilient results whilst pivoting
its strategy and continued to create
value through the application of its
capital allocation policy.
I want to take this opportunity to thank
all of our Future colleagues for their
ongoing dedication, commitment and
resilience. It is a privilege to see the
breadth of talent we have across the
Company in action, and our colleagues
truly embody all the values that define
our success.
Leadership change
Looking back at the year, we were
delighted to welcome Jon Steinberg as
our new CEO, who joined us in April 2023.
Jon’s experience is a unique combination
of entrepreneurialism with leadership
at some of the most innovative media
organisations in the US. His deep
understanding and passion for media,
particularly how technology, creativity
and innovation can be harnessed to
accelerate growth, has been immediately
clear and he has already accelerated
some of the strategic initiatives to
deliver further opportunities for the
Group. I am excited about the launch
of his Growth Acceleration Strategy
- GAS - and the opportunities this will
bring. Jon’s expertise and wealth of
knowledge of the US media market will
prove highly valuable as we capitalise
on the significant growth opportunities
available to the Group.
On behalf of the Board and all of Future, I
would also like to thank our former CEO,
Zillah Byng-Thorne, for the exceptional
role she played for almost a decade at
the Company. Under her leadership,
Future was transformed beyond
recognition into a leading digital media
platform, and she helped to lay the
strong foundations which we have today.
FY 2023 in review
As anticipated, the wider market
slowdown in audience numbers has
continued in the second half. However,
in the final quarter, we have experienced
month-on-month momentum across
our verticals. Importantly, from a
monetisation perspective, we have
improved leadership positions within key
verticals with now 5 top 3 positions in
the US and UK (FY 2022: 3).
Group revenue of £788.9m (FY2022:
£825.4m) was down (4)% year-on-year,
impacted by a (10)% organic decline
and partially offset by favourable
foreign exchange (mainly USD) and
the contribution of acquisitions. Media
organic decline of (13)% reflected
a challenging advertising market
combined with the impact of consumer
pressure on our affiliate product
business. This was partially offset
by a strong performance in our price
comparison business (affiliate services).
Magazine performance was resilient,
aided by a higher proportion of
subscription revenue and only declined
by (5)% on an organic basis year-on-year.
Profitability remained resilient despite
inflationary pressures with adjusted
operating profit margin of 32%, only
down (1)ppt year-on-year (FY 2022:
33%). This translated into adjusted
operating profit decline of (6)% to
£256.4m (FY 2022 £271.7m). Statutory
operating profit was down (7)% to
£174.5m (FY 2022: £188.6m).
The Group remains highly cash generative
- a consistent feature of the Group - with
adjusted free cash flow of £253.2m (FY
2022: £267.2m), representing 99% of
adjusted operating profit (FY 2022: 98%).
Cash generated from operations was
£241.0m (FY 2022: £268.5m).
Leverage reduced to 1.25x (FY 2022:
1.48x) after three additional acquisitions
and the start of the execution of a £45m
Strategic reportAnnual Report and Accounts 2023
10
Chair’s
Statement
share buyback programme.
The rapid de-levering of the Group
resulted in net debt at the end of the year
of £327.2m (FY 2022: £423.6m).
You can read more about the review of
FY 2023 on pages 43-47 as well as in the
CEO’s Q&A on pages 20-22.
Pivoting the strategy
Future operates in a highly disruptive
industry and to be sustainable our
strategy needs from time to time
to pivot. This is that time. The pivot
consists of establishing a third
strategic objective namely “Optimise
the portfolio” where the Group takes
a proactive approach on ensuring the
assets drive optimum returns. This is
supported by an effective and rational
capital allocation. The pivot will enable
the Group to continue to deliver on its
track record of profitable growth and
strong cash conversion.
Future is the platform for creating and
distributing trusted, specialist content,
to build engaged and valuable global
communities. The group is underpinned
by technology and enabled by data with
diversified revenue streams. The Growth
Acceleration Strategy (GAS) consists
of three strategic objectives which are
supported by five strategic initiatives,
which Jon will cover in more detail but let
me provide you the strategic framework.
Future’s strategy is to grow valuable
and engaged audiences to maintain or
gain leadership positions in each of the
markets it operates in, whilst diversifying
into more and higher yielding revenue
streams to grow revenue per user, as well
as continuously optimising the portfolio.
By obtaining leadership positions, Future
becomes a must-have partner, enabling
strong advertising yields and affiliate
commissions with resilience through
economic cycles. This resilience is
reinforced by the diversified nature of
the Group, both from content verticals,
geographical locations and different
revenue streams.
Importantly, the strategy is supported
by a range of enablers, our platform. Our
platform is unique and accelerates our
value creation. Our enablers encompass
content, organisation structure, tech
stack and the M&A playbook.
The rise of artificial intelligence and
its impact on the world we live in has
created huge discussion and debate
in recent months. The potential
opportunities and threats to content
creation are still being debated and
tested. It is unclear at this stage what
consequences this may have for digital
publishing businesses and Future.
However, we are confident that our focus
on expert and trusted content, together
with the strength of our brands, provides
us with a competitive edge.
Central to the Group is the one-platform
approach. The 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.
M&A is used as an accelerator of the
strategy by adding content and/or
capabilities to drive further audience
growth and new routes of monetisation.
During the year, we were pleased
to complete three value-accretive
acquisitions. In October 2022, we
completed the acquisition of Shortlist,
a technology website. In November
2022, we acquired ActualTech, a
provider of content marketing solutions
for B2B marketers, enhancing our
B2B product offering to allow us to
create an emerging B2B platform. In
February 2023, we acquired Gardening
Know How, a US Homes website,
bolstering our leadership position
in this content vertical. Future has a
strong track record of successfully
integrating acquisitions by deploying
a proven integration playbook, which
is enhanced continuously thanks
to constant feedback on 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.
You can read more about the Group’s
strategy and business model on pages 12-17.
Effective and rational capital allocation
Capital allocation is an important and
regular area of discussion for the Board.
We recognise that in the current market,
debt is more expensive and our valuation
has been depressed. Our financial
discipline is unchanged both in terms
of maintaining a prudent approach to
leverage at or under ~1.5x net debt/
EBITDA (with the possibility to go to up to
2x for acquisitions given our ability to de-
lever fast) and focus on strategic, value-
creating M&A. As a result, whilst Future
has remained active and completed three
transactions for c.£45m in FY2023, higher
hurdle rates driven by higher interest rates
and our own valuation create a tougher
environment for M&A activity.
As a result, in August 2023, we initiated
a buyback programme of £45m to return
excess cash to shareholders with £13.1m
completed at the end of our financial year.
In line with our strategy, however, should
Future plc 11
“ We operate as a
responsible business
and everything we do
is underpinned by our
purpose and values
which fosters an
aligned culture across
the organisation. “
external conditions change and enhance
our ability to complete value-accretive
acquisitions, we will pause the buyback
programme to re-allocate cash to M&A, if
it is clear that this is in the best interest of
our shareholders.
A responsible and resilient business
The successful execution of Future’s
strategy is underpinned by our values.
We 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 this
responsibility translates into ensuring
we provide a benevolent, rewarding
culture, including ensuring that our people
progress continuously. We were delighted
that 25% of promotions and vacancies
were filled internally.
During the year, we have made progress
on the pillars of our Responsibility
strategy and further details on our
Responsibility strategy and the initiatives
carried out in the year can be found on
pages 25-37.
Board changes
We continue to ensure that we maintain
a strong Board with a breadth of relevant
skills and diversity in terms of experience,
background and gender.
As announced on 16 October 2023,
Ivana Kirkbride will join the Board as an
independent Non-Executive Director
on 15 December 2023. Ivana has spent
her career in content-led, digital media
businesses and has a deep understanding
of how to leverage data and technology
to create and deliver content to
consumer audiences. Most recently, she
was at Meta where she held Director
positions in both Product Marketing
and Content Strategy & Acquisitions.
Previously, she also held senior positions
at Verizon, Google and YouTube, all in
the US. Ivana will join the Nomination
Committee and the Responsibility
Committee, taking over as Chair of the
latter on 1 February
2024. I am delighted to welcome Ivana,
who will be a very valuable addition to
the Board.
Ivana’s appointment comes ahead of
Hugo Drayton’s forthcoming retirement
on 31 January 2024 from the Board as he
approaches his nine years of service at
the end of the year. I would like to thank
Hugo for his significant contribution
to the Future Board over the past nine
years and for his personal support to
me in his role as Senior Independent
Director.
Mark Brooker will assume the role of
Senior Independent Director from 31
January 2024.
Penny Ladkin-Brand, our Chief Financial
and Strategy Officer has informed the
Board of her decision to step down
later next year.
Penny joined Future in 2015 and has
been a brilliant member of the executive
team. She has played a very valuable role
in helping to build Future into the leading
digital media platform that it is today.
An external search is underway for her
successor and we will provide an update
in due course.
The biographies of the current directors
can be found on pages 78-79.
Looking forward
Whilst the current macroeconomic
conditions continue to be challenging
for consumers and businesses alike, I
am convinced that strong companies
like ours with clear, proven strategies,
resilient business models and leading
market positions have the capabilities to
come out of this cycle stronger.
We look forward to capitalising on
the opportunities through the Growth
Acceleration Strategy (GAS) by further
diversifying and extending Future’s
leadership, particularly in the US. The
execution of GAS will drive accelerated
organic revenue growth whilst
maintaining the Group’s strong financial
characteristics of healthy margin and
strong cash generation.
I remain very confident that Future will
continue its strong track record of success
in the coming years and, in doing so, will
drive return for all our stakeholders.
Thank you for your continued and
valuable support
Richard Huntingford
Chair
6 December 202
Strategic reportAnnual Report and Accounts 2023 12
Our strategy & business model
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. 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 execution of our
Growth Acceleration
Strategy (GAS) is the fuel
to drive accelerated
revenue growth.
The successful execution
will translate into mid-
single digit organic
revenue CAGR growth
over the next three years
whilst maintaining healthy
margin and continued
strong cash generation.
Growing
engaged
users
+
Increasing
revenue per user
(RPU)
+
Playbook
applied to all
brands
+
M&A
A proven compounding model
Fundamentally, the core equation
behind our model does not change: the
model is simple and it evolves to suit our
needs over time. We have three strategic
objectives: ensuring we have the most
relevant and valuable audiences that we
monetise in the most efficient way whilst
also optimising our portfolio to drive the
greatest returns. The delivery of these
objectives creates long-term value by
providing further leadership positions and
benefits of scale and the platform.
Growth Acceleration Strategy (GAS)
Objectives
Enablers
Outcomes
Reach
valuable audiences
Expert and
specialist content
Sustainable
revenue growth
Diversify and grow
revenue per user
Operating model
Strong FCF
conversion
Optimise the
portfolio
Proprietary
technology
Efficient & rational
capital allocation
Accelerate
with M&A
Reaching valuable audiences
Growing revenue per user
Optimise the portfolio
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.
brand that does not transact
is not valuable, finding the one
person who wishes to swap
insurance provider is far more
valuable than an unqualified
audience. As a result, finding
the right audience is a core
underpin of our strategy.
At Future we want to ensure we
are market leaders as having a
leadership position generally
results in better monetisation
and yield improvements.
Growing our audience is at the
heart of this. However, not all
audiences are the same and
it is paramount to focus on
valuable audiences to drive
profitable revenue growth.
For example, having a larger
audience at our Go.Compare
Media is a fast evolving
industry, it is therefore
paramount to be focused on
content first and platform of
distribution second as our
audiences evolve in how they
consume content. We take
a content-first approach,
allowing us to continue
to engage our audience
communities on multiple
different platforms.
We diversify our monetisation
models to create significant
revenue streams.
We are focused on three
material revenue types:
Advertising, Consumer direct
monetisation and eCommerce
affiliate.
We are focused on two main
geographies, the UK (includes
Australia) and the US.
They create opportunities and
enable the Group to manage
cyclicality in both geographies.
We believe that operating a
diversified revenue model
enables our business to create
adjacent opportunities as well
as withstand cyclicality to the
extent it occurs.
Growing the monetisation
provides stronger operating
leverage, driving margin
progression. Monetisation
can be improved either by
increasing price, for example
by selling an audience directly
using our first-party data
platform Aperture, 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.
We are rational capital
allocators and create value
from integrating acquisitions.
Equally, where we can create
value through the separation
of assets which no longer fit
the portfolio and could provide
a return to shareholders,
we will look to unlock such
opportunities.
Future plc Annual Report and Accounts 2023
Strategic report
13
Growth Acceleration Strategy (GAS)
Our Growth Acceleration Strategy (GAS) is supported by five strategic priorities.
They are supported by a two-year investment plan of £25-30m of which £20m will fall into FY 2024.
1.
Operating model
It encompasses the segmentation of our portfolio into
three categories and each category will have specific
actions and investment levels. This will allow increased
focus on return on investment.
Firstly, the Hero brands, which represent about 50% of
the Group’s revenue and about 12 brands. Hero brands
are leading brands operating in attractive verticals with
high profitability. These brands will be the priority for
investment in terms of content, consumer experience
and sales to gain or maintain market share. These
brands are where we see the biggest current revenue
opportunities.
Second the Halo brands, which represent about 30%
of the Group’s revenue. Halo brands are in growing
underlying markets and have stable profitability. Their
important characteristic is that they add scale to the
Hero brands, enabling sales activation for larger media
buys. Halo brands will indirectly benefit from investment
in Hero brands and the group sales team as media buys
that begin with a Hero brand can be expanded for reach
and scale to Halo brands. Whilst many of these brands
are potential Hero brands of the future, they are a
secondary priority for investment in the near term.
Finally, Cash Generators, which represent about 20%
of the Group’s revenue. These brands operate in
markets with more limited opportunity and require
little investment. Whilst most of these brands will have
declining revenue, we maintain a focus on profitability
and conversion of profits to cash.
Fuelling the operating model will require £7.0m of
additional investment with £5.5m falling into FY 2024.
4.
Social monetisation
Social monetisation through branded content. It can be
created in collaboration with a brand or with full editorial
independence. Unlike traditional digital advertising,
branded content is less dependent on audience
volumes. Who What Wear, the brand we acquired in
June 2022, is the lighthouse for this type of advertising
product. Over 50% of Who What Wear’s revenue comes
from branded content compared to 28% for the Group’s
digital advertising revenue - highlighting the opportunity
we have.
This investment in social monetisation will be supported
by sales and content investment but additionally requires
£2.5m of which £1.5m falls into FY 2024.
2.
Expert content
Key to our operating model is great content which drives
the audience and we are evolving our approach to content
for reviews and news, focused on improving the overall
user experience notably through video and improved
buying guides. This priority is about ensuring our content
is expert, authoritative and trustworthy.
Driving content will require £10.0m of additional
investment with £8.0m falling into FY 2024.
3.
US digital advertising
The US digital advertising market is seven times the
size of the UK market. Yet, as it stands today, our US
digital revenue is only twice the size of our UK revenue.
The delta is driven by disparity in leadership positions
between the UK and US and a more established UK
sales team. In the UK our well-established team is
able to drive a higher value mix of advertising revenue
through a greater share of direct sales, premium
programmatic advertising and branded content.
We are putting in place the actions to replicate the
UK expertise in the US which will translate into £6.5m
of additional investment with £3.5m falling into FY
2024. The resilience of our UK business highlights
the strength of what we have built and gives us the
confidence that we can replicate this successful
playbook in the US and to reach relative parity in each
geographic region.
5.
Organisational health
This is about ensuring we have an engaged workforce
that has the process and tools to perform to the best of
their abilities. After launching a new HR system this year,
we are working on the roll-out of a new sales system
that will better track sales pipelines and salesperson
productivity to ensure our investment is paying back.
We continue to invest in our people and systems to
ensure we are building a world-class organisation that
can drive our acceleration of revenue growth.
This will require £2.0m of additional investment with
£1.5m falling into FY 2024.
14
Our strategy and
business model
Business model
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The wheel is all about servicing 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
maximise the revenues in each vertical.
Our wheel evolves as new monetisation
routes emerge: as a result, we have added
branded content and digital subscriptions
to our wheel.
The Future Wheel 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 focussed on
reviews (from products and services 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.
Our business model
At the heart of Future lies its
expert and trusted content for
specialised and passionate audiences
Our strategic objectives
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revenue per user
Optimise
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Sustainable
revenue
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Strong FCF
conversion
Efficient
and rational
capital allocation
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business driven by purpose,
value and culture
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Future plc
15
Our enablers
The platform
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 top and bottom lines. We
believe our platform model is a source of
competitive advantage.
Our expert content
We believe that content is what drives
audiences, as platforms of content
delivery can evolve and diversify with the
rise of video and social media.
Our expert content is paramount in
enabling loyal audiences and SEO
(Search Engine Optimisation). We invest
in editorial skills, with editorial being the
biggest cost centre of the Group. 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.
saving editorial time to produce value-
adding content. AI can also reformat
videos for different platforms, leveraging
our platform and driving audience.
A portion of our content is evergreen - in
that an article can have a long shelf-
life by being relevant many years after
being written. The benefit of evergreen
articles is that they are written once
and monetised many times, creating
strong operating leverage. For example
the “Golf drivers for beginners” on Golf
Monthly is an article that will largely be
unchanged yet will still be relevant for
many years and continue to earn revenue
from user views.
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.
In a world of fast developing Artificial
Intelligence (“AI”)-created content,
the expertise and trust of our content
is paramount. AI-powered content
has proven time and time again its
limitations and ability to give misleading
and inaccurate content. We believe
that the nature of our audience who
are passionate, and require advice for
important purchase decisions, creates a
compelling competitive moat. However,
we can drive content creation efficiency
by using AI. For example, AI can fill in
products specifications for editorial,
Our operating model
Future is organised as a matrix to drive
efficiency across the verticals and
centres of excellence. The way the
Group is structured is central to the
ability to focus on flawless execution.
The power of diversification, by
geography, revenue type and content
verticals means that we can lean into
areas of strengths and mitigate areas
under pressure, enabling the Group to
deliver consistent performance through
the cycle.
We have the same philosophy of “do
it once, apply it across many areas” for
our centres of excellence. It enables
us to invest in the areas that benefit
the whole of the Group, creating
operating leverage. But also, this one
common approach drives efficiency
and innovation. For example, we have
an audience centre of excellence which
shares its expertise across the Group to
ensure we maximise our audience.
In addition, we create further operating
leverage, through a strategic geographic
approach to costs. We look to have our
people in rational locations and where
we can hire and develop talent. This year,
we opened a new hub in Cardiff (UK) 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.
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 DigitalCamera, our photography
website, where all of our editorial team is
based in the UK despite over 60% of the
revenue being generated in the US.
Accelerate with M&A
Whilst organic growth is our priority,
Our M&A framework
Tactical
Strategic
Transformational
Areas of interest
Content
Content
Existing
New/existing
New
Capabilities
Existing
New/existing
New
Funding
Free cash flow
Debt
Debt/equity
Audience
characteristics for
areas of interest for
future M&A
• Specialist
• Ask a lot of questions
• Likely to make
a purchase
Strategic reportAnnual Report and Accounts 2023 16
Our strategy and
business model
as set out in our capital allocation
framework, 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 two categories: content
and/ or capabilities.
A content acquisition is an
acquisition where we look to either
bolster an existing content vertical
or enter a new one. For example, in
February 2023, we acquired Gardening
Know How, a digital-only brand
focused on gardening. This acquisition
reinforced our Homes leadership
notably in the US.
A capability acquisition is an acquisition
that adds a technology or a route of
monetisation. For example, in June
2022, we purchased Who What Wear,
a leading US Fashion & Beauty website.
With this acquisition came experience
on driving traffic outside SEO (Search
Engine Optimisation) through email
newsletters and social media as well as
premium monetisation through branded
content expertise.
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 Gardening Know
How acquisition mentioned above.
A strategic acquisition is an acquisition
that either adds capability and or
enters a new vertical. Who What Wear -
mentioned above - fits this category.
A transformational acquisition is an
acquisition that further propels the
Group strategy in terms of size but also
adds content and/or capabilities
in adjacencies.
For example, in February 2021 we
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 at our current
valuation, making value-accretive
acquisitions is challenging.
The full integration of acquisitions is an
important part of our M&A playbook
which has proven its efficacy over our
multiple transactions. 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 pages 48-52).
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
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 insurance for all
staff and an all-staff bonus profit share,
depending on performance. 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
pages 25-37.
The execution of the strategy and our robust business model ensures that we maximise value for stakeholders:
01
Audience
Our audiences value our expert content
5 top 3 positions on Comscore (UK and/or US)
02
Customers
Our value proposition satisfies our customers thanks to our rich first-party data, our scale,
flexibility and our expertise
Direct advertising (included branded content) increased by +8ppt of the digital advertising mix
03
Employees
We have flexible working practices enabling a diverse and inclusive workforce, with a benefits
packages that focuses on welfare not just pay today, while we share our success through an
all-staff bonus profit share when targets are achieved
04
Shareholders
Successful execution of the strategy drives strong earnings performance through the cycle
5-year CAGR adjusted EPS growth +31%
05
Communites
We are committed to making a positive impact on young people living in our local communities,
and to making the Internet safe for all
Giving back day in December where employees can dedicate a day to volunteering
Future plc Annual Report and Accounts 2023
Strategic report
17
Case study
Effective & rational capital allocation
Consistent cash flow conversion of 90%+
(adjusted FCF/AOP)
Rigorous assessment to
maximise value creation between
Organic
investment
Strategic
M&A
Debt
repayment
Shareholder
returns
Kiosq
Monetisation of our known-users
The proprietary Kiosq
technology was built in FY
2020 to look at monetisation
of registered users. The
technology was piloted using
Home-Building & Renovation
website and was then
extended to Cycling News
for the metered paywall
functionality. It is currently
deployed on 9 brands and
has 3 main activations:
• Classic Hard Paywall
(Selected contents and
areas with limited access)
• Metered paywall
(ex : 5 Free articles in a
month, rest is locked)
• Regwall (data-wall)
(Unlock content when users
subscribe to newsletters)
(Capex <2%
of revenue)
Annual
progressive
dividend
Additional
shareholder
returns reflecting
M&A pipeline and
levels of excess
cashflow
Strong cash generation give
optionality to accelerate the strategy
The Board regularly reviews our capital allocation to ensure
it is effective and creates the greatest value for stakeholders
in the long-term.
We have strong cash flow
conversion from operating
profit and our approach is
to focus on organic growth
as a priority and then where
appropriate to leverage our
strong cash flows to create
value through M&A. We
believe that provided we can
execute on strategic deals
which meet our price hurdle,
M&A is the greater long-term
value creation opportunity for
shareholders. We believe this
remains a core strategic lever
for the group going forwards.
However, given our current
trading multiple, buying
back our own stock is more
attractive. Hence our current
share buyback programme
of £45m.
Going forward, we will
continue to follow our
disciplined capital allocation
to maximise value creation
for all stakeholders based on
rigorous models which rank
opportunities.
The execution of our Growth Acceleration Strategy
(GAS) is the fuel to drive accelerated revenue
growth.
The successful execution will translate into mid-single
digit organic revenue CAGR growth over the next three
years whilst maintaining healthy margin and continued
strong cash generation.
Like any of our Future-bred
technology, it is agile and its
templates can be customised
to the experience depending
on the users rather than just
the brand.
Its integration in Vanilla allows
us to provide a paywall solution
that does not compromise our
ranking strategy and exposes
to Google all our content for
better ranking. It also works
in a safe way and protects
our core web vitals as it is
integrated within the platform,
unlike any other third-party
solutions.
We continue to work to
enhance Kiosq’s function
leveraging AI and our users
first-party to feed Aperture to
allow further customisation
and move users from unknown
to known users and therefore
drive improved monetisation.
18
Key Performance Indicators
Our strategy is measured by a set of financial and non-financial KPis
Audience (m)
FY2023
FY2022
FY2021
FY2020
FY2019
485
506
432
394
Overall audience declined by (4)% in the year driven by a decline in on-platform online users.
Since FY 2019, our total audience has increased by 1.8x.
Online users + average subscriptions (weekly and monthly) in the month + monthly average
newstrade circulation + average monthly Apple News users + social followers + event
attendees + average monthly newsletter subscribers
0
200
400
600
269
Revenue (£m)
FY2023
FY2022
FY2021
FY2020
FY2019
0
788.9
825.4
606.8
339.6
221.5
300
600
900
Revenue declined by (4)% in FY 2023, with organic decline of (10)% partially offset by the
benefits of acquisitions and favourable foreign exchange.
On a CAGR basis, revenue has grown by +37% since FY 2019.
Organic Revenue Growth (%)
FY2023
(10)%
FY2022
FY2021
FY2020
FY2019
+2%
+6%
+11%
+0%
+5%
+10%
+15%
+20%
+25%
Operating profit (£m)
Organic revenue decline of (10)% in FY 2023 was mainly driven by adverse macroeconomy
impacting the Media organic revenue (down (13)% in FY 2023) as well as the impact of secular
decline in Magazines of (5)% in the year.
Average organic growth between FY 2019 and FY 2023 was +6%.
+23%
Organic growth is defined as the like for like portfolio in the period, including the impact of
closures and new launches but excluding FY 2023 acquisitions and those which have not
been acquired for a full financial year, and at constant FX rates. Constant FX rates is defined
as the average rate for FY 2023.
FY2023
FY2022
FY2021
FY2020
FY2019
174.5
188.6
Operating profit of £174.5m declined by (7)% year-on-year.
On a CAGR basis, operating profit has grown by +60%, outpacing revenue growth since FY
2019.
115.3
26.7
50.7
50
0
150
200
Adjusted Operating Profit (AOP) (£m)
FY2023
FY2022
FY2021
FY2020
FY2019
93.4
52.2
256.4
271.7
195.8
0
100
200
300
Adjusted AOP decline of (6)%, outpaced organic revenue due to the drop through of lower
revenue combined with unfavourable mix and partially offset by cost actions.
On a CAGR basis, adjusted AOP has grown by +49% outpacing revenue growth since FY 2019.
Adjusted operating profit represents operating profit 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, transaction and integration related
costs and exceptional items. This is a key management incentive metric, used within the
Group’s Deferred Annual Bonus Plan.
Future plc 19
Adjusted Operating Profit (AOP) Margin (%)
FY2023
FY2022
FY2021
FY2020
FY2019
32
33
32
28
24
0
10
20
30
40
Despite a (4)% decline in revenue and adverse revenue mix, cost control initiatives resulted in a
marginal (1)ppt decline in adjusted operating profit margin.
Since FY 2019, AOP margin progressed by +8ppt to 32%.
Adjusted Diluted Earnings Per Share (EPS) (p)
FY2023
FY2022
FY2021
FY2020
FY2019
74.7
0
47.5
50
140.9
163.5
131.9
Adjusted diluted EPS declined by (14)% in the year driven by operating profit combined with
higher interest costs and tax rate due to the change in the UK corporate tax rate.
On a CAGR basis, adjusted diluted EPS has grown by +31% since FY 2019.
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.
100
150
200
Adjusted Free Cash Flow (AFCF) (£m)
Strong cash generation is a feature of the Group, Adjusted FCF of £253.2m represented 99% of
AOP (FY 2022: 98%). On a CAGR basis, adjusted FCF has grown by +47% since FY 2019.
FY2023
FY2022
FY2021
FY2020
FY2019
253.2
267.2
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.
199.3
96.0
53.7
0
100
200
300
Leverage (x)
FY2023
FY2022
FY2021
FY2020
FY2019
1.25
1.48
0.8
0.6
0.7
0.0
0.5
1.0
1.5
Our strong cash generation enables rapid de-leveraging. Leverage at September 2023 was
1.25x with net debt of £(327.2)m.
Leverage is defined as Net debt as defined below (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).
Net debt is defined as the aggregate of the Group’s cash and cash equivalents and its
external bank borrowings net of capitalised bank arrangement fees. It does not include lease
liabilities recognised following the adoption of IFRS 16 Leases.
Strategic reportAnnual Report and Accounts 2023 20
Chief Executive’s Q&A
“ Joining Future was a
simple decision. It is a
business that I’ve
followed closely for a long
time and admired for the
way it has redefined the
media playbook,
marrying the best of
editorial and technology.”
Jon Steinberg
CEO
This is your first Annual Report as CEO
of Future. Can you introduce yourself?
I joined Future in April 2023, moving
over from the US with my wife and
two children, where I spent my career
working at places like Google, the Mail
Online and BuzzFeed, as well as my own
business, Cheddar News, which I sold
in 2019.
depth of talent and energy throughout
the business, and I firmly believe we
have the team to be the leading digital
media publisher.
I’m learning all the time and I’m
supported by a spectacular CFSO
and seasoned Chairman with valuable
listed experience, alongside the
broader team.
If we get into why I am in this industry,
it’s a longer story. I grew up wanting to
be a Disney “Imagineer”, and through
an extraordinary sequence of events, I
became an Imagineering intern at the
age of 15.
I am obsessed with the media and
driving businesses forward in an
ever-changing environment. During
my career I’ve seen some incredible
transformations in the sector, especially
the years spent at BuzzFeed, joining
whilst it was still only 15 people and
then founding Cheddar.
That’s why I’m here at Future, I want to
help grow and diversify an already great
company and take it into a new era.
What made you join the Group?
Joining Future was a simple decision. It
is a business that I’ve followed closely
and admired for the way it has redefined
the media playbook, marrying the best
of editorial and technology.
I’ve been incredibly impressed by the
Looking ahead, we have a huge growth
opportunity in the US - which is where
my experience, knowledge and network
are. Growing US revenue through
strengthened agency and brand direct
relationships, and programmatic trading
relationships with the major media
agencies, will help us grow, along with
other opportunities we are exploring
such as digital subscriptions and more
video content.
FY 2023 was a challenging year with a
slowdown in the two major economies
where Future plays. How did the Group
navigate this turbulent environment?
Despite a challenging market for the
entire sector, we have maintained or
improved leadership positions within
key verticals since last year, both in the
UK and US.
I’m a big fan of a book called The Score
Takes Care of Itself by Bill Walsh, who
was the coach of the San Francisco
49ers American football team. His basic
philosophy is if you put your uniform
Future plc
21
success of an organisation is delivered
through two things: people and
alignment. This is about ensuring we
create an engaged workforce with
effective communication, alignment,
systems and tools.
Capital allocation is a crucial part of the
strategy. Can you talk us through it?
Our capital allocation, which is discussed
by the Board on a regular basis, has
historically prioritised organic and
inorganic (M&A) investment before debt
repayment and returning excess cash
to shareholders, whilst maintaining a
prudent approach to leverage.
We have a strong balance sheet and a
robust pipeline of attractive inorganic
investment opportunities and we know
we drive a lot of value from M&A: both
top and bottom line synergies. We’ve
shown in the past the results of the
“platform effect” on acquired properties.
However, at the moment, we believe
that the executing on a share buyback
programme provides greater flexibility
to achieve an optimal use of cash to
deliver value for shareholders, whilst still
maintaining a strong balance sheet.
We keep this under review and continue
to assess capital allocation priorities.
What do you think makes Future a
great place to work?
There are a few reasons why Future is
a great place to work. This company is
unique in its specialist nature. People
come to our sites or read our brands, to
explore a passion or research a product
they’re excited about. These readers
and video watchers all have incredibly
high intent. That’s why I call us “high
intent media.”
People really care about our brands, and
our employees themselves are part of
those communities. I think that there
is something exciting about being able
to develop these verticals and brands
to be their best when they line up with
things you really care about, and it’s
that passion that creates a sense of
authenticity for both the users and the
creators.
We also take our company culture
seriously, and have made it paramount to
focus on it as part of our Responsibility
Strategy. People care about the world we
live in and want the companies they work
for to reflect their views. That’s why we
on the right way, if you do the work, if
you show up at practice on time, if you
answer the phone a certain way, the
score takes care of itself. And ultimately,
that is my view. If we do the things that
we need to do, if we operate the business
effectively, if we innovate, if we grow,
everything else will take care of itself.
Fundamentally though, the diverse
nature of Future creates strength
and resilience in a more turbulent
market as evidenced by our revenue
of £788.9m and adjusted operating
profit of £256.4m and our strong cash
conversion of 99%. At this time of
traffic and AI uncertainty, advertisers
are moving to high-intent audiences,
which is what our brands provide.
You joined Future in April 2023, can you
explain your strategy for the Group?
We are launching GAS - Growth
Acceleration Strategy. This is the next
phase of growth for the Group. What
is clear to me is the impressive energy
and quality of our 2,900 employees and
the very strong foundations upon which
we can build the next phase of growth:
we are in a very attractive space, where
there are big untapped opportunities.
We’ve got the brands and the leadership
positions combined with scale. We are
financially very strong.
It is about investing to drive accelerated
revenue growth, whilst maintaining
our strong financial characteristics
of healthy margins and strong cash
generation - which gives us further
optionality. Our strategy is supported by
a two-year investment plan with clear
priorities and a focus on execution.
What are your strategic priorities for
the Group?
GAS can be broken down into 5
strategic priorities:
First, a new operating model which
encompasses the segmentation of our
portfolio into three categories and each
category will have specific actions and
investment levels.
Second, our expert content: this has
always been a pillar but we need to
continually up our game in terms of the
quality of our content in news, reviews,
and shopping guides.
Third, US digital advertising: this
is about bringing the US business
performance to parity with our UK
business driving significant revenue
opportunities. This is where I’ve spent
the bulk of my career, and it is close to
my heart.
Fourth, social monetisation: Again, one
which I have done before and have a good
track record of execution. This is about
the monetisation of our social audience.
Lastly, organisational health: The
Strategic reportAnnual Report and Accounts 2023 22
Chief Executive’s
Q&A
“ I am excited because I
love innovation and
change in media. To be a
good media operator, you
need to be a disruptor. It
opens up opportunities.”
have dedicated time into making Future
a more diverse, fluid, and engaging
place to work. We have charity matching
schemes, and an incentivisation and pay-
rise process.
We’ve committed to strong
sustainability targets and have invested
in technologies and partnerships to help
us execute on those. I think Future is a
great place to work because we want
our teams to feel proud to work here,
and we’re dedicated to making the
changes needed for that to be not just
possible, but inherent.
The Responsibility Strategy is now
well-embedded: what excites you most
about it? And where do you believe
Future can make a difference?
Our strategy is articulated around 4 pillars:
• Climate
• Culture
• Content
• Communities
When working on these we have
focused on our expertise, and issues
that resonate with our industry. It’s
important to maintain authenticity,
and tackle issues we contribute to and
where we have the capability to
effect change.
What is the outlook for FY 2024?
term revenue growth, we are launching
GAS which includes a £25m-£30m
investment programme of which £20m
will fall into FY 2024.
Future is an ambitious organisation:
what are you most excited about?
No industry is more dynamic than
media, and it has been a rapidly
changing market in the last twenty
years, particularly in regard to changes
to ad spend and audience habits.
We need to make sure we are always
looking forward.
I am excited because I love innovation
and change in media. To be a good
media operator, you need to be a
disruptor. It opens up opportunities. I’m
more excited for it than fearful of it.
I also believe that great ideas come
throughout the organisation; I really
want our senior leadership team and our
executive leadership team to be part of
the decision and the creation of ideas so
that they can push them forward.
Future is ambitious – and I’m looking
forward to seeing how our teams will
drive us forward in our next stages.
The macro outlook remains challenging,
with an assumed improvement in the
latter part of FY 2024. To drive long-
Jon Steinberg
CEO
6 December 2023
Future plc Annual Report and Accounts 2023
Strategic report
23
Operational review
Our global-first approach translates into our ability to be country
or region agnostic, which gives us flexibility and ability to deliver
optimum return on our cost base. We operate two geographic
segments: US and UK and two sub-segments: Media and Magazines
UK
Media
Magazines
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. 49% of the magazines
revenue is subscriptions which provide
predictable, repeatable revenue with
positive working capital.
We published 101 magazines and 743
bookazines in FY 2023.
71% of magazine revenues are
generated from the UK.
Magazines are experiencing secular
decline, which has been accelerated
by the pandemic. Over time, we expect
magazines to decline high-single digit
per annum given the improved profile
with higher subscription revenue.
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 licensing
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 60% of the Group’s
total revenue and 59% of its
revenue is in Media.
(£m)
FY
2023
FY
2022
Reported
variance
Organic
variance
Revenue
476.6
499.5
(5)%
(4)%
– Media
280.8
284.2
(1)%
(2)%
–Magazines
195.8
215.2
(9)%
(7)%
Gross profit
203.9
225.7
(10)%
n/a
US
The US encompasses both the USA
and Canada. We have ambitions
to pursue our strong growth in the
region.
Our US operations consist of
editorial, video production,
marketing, advertising sales and
events across websites, video,
newsletters and magazines.
US represents 40% of the Group’s
total revenue and 75% of its revenue
is in Media.
(£m)
FY
2023
FY
2022
Reported
variance
Organic
variance
Media is the largest division with
65% of the Group’s total revenue.
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 price
comparison, and events.
Media revenues are now generated
from 116 websites and 68 events held
this year in the UK, US and Australia.
45% of media revenues are generated
from the US.
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
and our served addressable markets
are expected to grow by 4% in the UK
and 7% in the US (based on OC&C
forecasts, using WARC and www.
PWC.com/outlook data).
Secondly, online retail continues
to gain share, with an accelerated
conversion during the pandemic. Our
eCom served adressable market is
expected to grow at 6% (assuming a
flat take-rate) (based on Global Data).
And lastly, the price comparison
market is expected to grow mid-single
digit with continued high premia
given unprofitable insurer operating
ratios translating into continued price
comparison penetration.
In the medium term, we would expect
recovery in digital advertising space as
well in affiliates for products, notably
in consumer tech. Long-term, we
expect high-single digit to low double-
digit growth from this revenue stream
on an organic basis.
FY
2023
FY
2022
Revenue
312.3
325.9
(4)%
(19)%
On-platform online users (m)
241
313
Total circulation (m)
– Media
234.1
251.0
(7)%
(25)%
–Magazines
78.2
74.9
+4%
flat
Off-platform users (m)
(social followers, Apple News users,
event attendees, email newsletter
subscribers)
240
167
Subscribers (m)
Average Order Value B2C (m)
(“basket”)
£57
£61
Magazines published
101
106
Gross profit
184.4
208.9
(12)%
n/a
Bookazines published
743
743
FY
2023
FY
2022
2
2
2
2
24
Corporate Responsibility
25
37
38
41
Our Future, Our Responsibility
Non-financial information and
sustainability report
How we engage
with our stakeholders
Section 172(1) Statement
Future plc Corporate
responsibility
Our Future, Our Responsibility
25
Climate
Culture
Community
Content
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. The Audit & Risk
Committee now has oversight of all ESG
disclosures, and works in tandem with the
Responsibility Committee.
Members
Hugo Drayton - Chair
Meredith Amdur
Angela Seymour-Jackson
Jon Steinberg
Since
2021
2021
2021
2023
Key Responsibilities
The Responsibility Committee supports
the Board in the oversight of our
Responsibility Strategy:
• Overseeing and assessing Future’s
overall contribution to, impact on, and
role in society
• Overseeing Future’s plans to deliver
the ‘Our Future, Our Responsibility’
Strategy, including the setting,
disclosure and achievement of targets
• Reviewing progress against priorities
and objectives, across Future’s
Responsibility Strategy
• Considering Future’s position on
relevant and emerging sustainability
issues
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 always 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.
At Future we strive to truly make a
difference, and so in December 2021 we
launched our Responsibility Strategy,
called Our Future, Our Responsibility,
which is centred around four pillars
that we know are important to our
colleagues and audiences.
Our focus in FY 2023
Our Responsibility Strategy has
evolved to encourage company-wide
engagement.
The titles of each pillar and their
working groups have changed, with our
strategy still focused on key topics that
resonate with our organisation: these
are actionable; are in line with all our
stakeholder expectations; ensure the
Responsibility Strategy incorporates the
best in-class approach to governance
and corporate culture; and most
importantly, are where we can make a
unique difference to the environment,
the industry and the communities
around our office locations.
We recognised that there was some
crossover between the pillars and
that the pillar names were not as
memorable as they could be. So, as
part of the evolution of Our Future, Our
Responsibility we renamed the pillars to
reflect our priorities with clearer, more
memorable and simplified language, and
realigned some of the initiatives.
We continue to monitor the execution
of our Responsibility Strategy with
regular Board Committee and steering
team meetings.
While we are driven by the desire
for actions that make a difference,
we are mindful of the importance of
accountability and transparency; 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.
Since the beginning of FY 2023, we
have also been working with Carnstone,
a specialist provider to the Media
industry on developing ESG strategy,
to produce our Task Force for Climate-
related Financial Disclosures (TCFD)
framework (see pages 54-71) and
measure our initial Scope 3 footprint
(see pages 28-29), which has enabled
us to more effectively evaluate climate-
related risks and plan for the short,
medium and long-term.
We are determined to engage
with the ESG-related challenges
and opportunities affecting our
communities today. While there are
multiple areas in which we might
consider involving ourselves, we
have been disciplined in staying true
to Future’s principles, strengths
and purpose, by focusing on issues
where we believe we can truly make a
difference. For example, our extensive
portfolio of brands, and consequently
the breadth of our reach in terms
of audience, is what helps Future to
stand out within our industry, and
a considerable proportion of our
Responsibility Strategy now centres
around our content.
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 2023. 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
6 December 2023
Corporate ResponsibilityAnnual Report and Accounts 2023 26
26
Future plc
Future plc
Our four pillars
In FY 2023, we decided to alter the way our ESG and responsibility
initiatives were organised, in order to multiply the efficiency of our working
groups and ensure our strategy is clear and precise. Our Responsibility
Strategy is therefore separated into the following pillars:
Pillar 1: Climate
Pillar 2: Culture
Pillar 3: Community
Pillar 4: Content
Future’s purpose is to ignite
people’s passions.
Our depth of expert content
also gives us an opportunity
to expand mindsets and
prospects, while being
accessible to all and
including a sustainability
angle in all product
recommendations.
We take responsibility for
the impact we have on our
planet and its climate.
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. We are
principled and transparent
in reducing our impacts
and behaving ethically.
Our priority is to reduce
our emissions across the
business, remove single-use
plastics, minimise waste
and report regularly, and to
influence our supply chain
to reduce emissions where
possible.
We invest in our colleague
experience, championing
Diversity, Equality &
Inclusion (DE&I) and
creating development
opportunities.
Great content is created by
great people: we are building
an environment where all
our people can do their best
work. We 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, being a responsible
business is as much about our
work outside of our offices as
it is about that inside.
Our Community pillar is
comprised of two parts:
The Future Foundation: How
we deliver social impact in local
communities around our office
locations. Our partnerships
with education providers
include a mentoring scheme
for 16-18 year olds that come
from low socio-economic
backgrounds.
In addition, we will not tolerate
misinformation or fake news,
and aim to lead conversations
on the future of the Internet
and publishing, alongside the
industry associations of which
we are members: e.g. the News
Media Alliance, and the PPA.
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; it is
that combined past that makes us who we are. 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
Everyone at Future has a part to play and a contribution to make, because together we are stronger.
Let’s do this
We have a bias for action, taking the best decisions we can in the face of uncertainty; we won’t always get it
right, and that’s ok.
It’s the people in the
boat that matter
We make sure we have the right team, with the right skills, to deliver our strategy, supporting each other,
challenging each other and having fun along the way.
Results matter
success feels good
We 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.
Pillar 1
Climate
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.
27
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.
We also began using Apex in FY23, a new
technology service which gives us more
visibility of the volumes sold by store,
so we can improve the quality of our
allocations. Each store gets a bespoke
allocation by brand, based on the national
sales forecast, and their sales history by
issue. Our efficiencies have come from 2
key areas:
• By removing copies going to stores that
were not selling sufficient volumes
• improving the efficiency of medium
sized stores that are selling copies, but
with excessive unsold products
The improvements in our systems
can be seen in the year-on-year
supply reductions that we were able
to implement in FY2023, and we are
looking to continue removing copies
into FY2024.
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 packs
to the retail newsstand. 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.
Why is this important to Future?
At Future, 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 - we have brands at the forefront
of these conversations. You can find
more information on the importance of
sustainability within Future content on
pages 35-36.
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
Corporate ResponsibilityAnnual Report and Accounts 2023 28
Future plc
Pillar 1
Climate
Global tonnes CO2e emissions from
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
Total (tCO2e)
97
-
-
97
331
3
-
334
-
-
-
-
431
130.1
96
-
-
96
298
205
-
503
-
-
-
-
599
221.5
106
2
1
109
235
34
-
269
337
34
-
371
378
339.6
232
2
0
234
230
8
3
241
-
-
-
-
475
606.8
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
UK
US
Aus
TOTAL
UK
US
Aus
TOTAL
UK
US
Aus
TOTAL
Total Emissions (tCO2e) - Location Based
Total Revenue (£m)
Intensity Ratio (tCO2e per £1m) – Location Based
Total Scope 3 Emissions (tCO2e) - Market Based (FY 2022) TOTAL
Category 1: Purchased goods and services
Category 2: Capital Goods
Category 3: Fuel and Energy- related Activities
Global
Global
Global
Category 4: Upstream Transportation & Distribution
Global
Category 5: Waste generated in operations
Category 6: Business Travel
Category 7: Employee Commuting
Global
Global
Global
Category 9: Downstream Transportation & Distribution
Global
Category 11: Use of Sold Products
Global
Category 12: End-of-Life Treatment of Sold Products
Global
Category 13: Downstream Leased Assets
Global
Total Scope 1, 2 & 3 - Market Based
144
0
0
144
288.28
52.94
8.82
350.04
178.56
52.94
8.82
240.32
494
788.9
0.73
154
0
0
154
271.81
71.76
9.30
352.87
147.85
71.76
9.30
228.91
507
825.4
0.74
138,775
57,965
811
248
6,740
3,013
1,507
3,268
2,308
58,578
3,606
349
138,775
N/A
FY 2021
FY 2022
FY 2023
Total waste
(tonnes)
15.129
32
Total recycled
(tonnes)
5.354
(35.4%)
21
(67%)
24
15.8
(65%)
Locations
4
3
3
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.
Intensity Ratio
We are using ‘Tonnes per £1 million
revenue’. Our GHG emissions CO2e
intensity has decreased further from
0.8 tonnes CO 2e per £m in 2021, to 0.74
tonnes CO2e per £m in 2022, which is a
decrease of 7.5%.
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).
Scopes 1 & 2: Methodology
Our reporting covers our UK, US and
Australian entities: Future Publishing
Energy Efficiency Action Taken
This year, we have installed new LED
lighting to the Lower Ground Floor of
our Paddington Office and to our whole
site in Reading. This has resulted in a
71.1% reduction of total circuit watts
in the Paddington office, and a 63.5%
reduction in the Reading office. In the
coming financial year, we plan to install
LED lighting on the first floor of our
Paddington Office, which means our
entire UK portfolio will have LED lighting.
Scope 3
We have carried out our first
comprehensive Scope 3 footprint in
FY 2023, covering FY 2022 activity,
supported by specialist management
consultancy Carnstone. Our Scope 3
emissions make up by far the largest
element of Future’s total emissions, and
therefore, as per our transition pathway
(page 71), this is where we will focus the
majority of our efforts to reduce our
carbon emissions.
We are reporting FY 2022 numbers
because part of the data (particularly
relating to the physical supply chain
of our magazines) is collated on a
calendar year basis by our suppliers and
therefore not available in time for the
29
FY 2023 Annual Report. We followed the
Greenhouse Gas Protocol Corporate Value
Chain (Scope 3) Accounting & Reporting
Standard and Technical Guidance for
Calculating Scope 3 Emissions. We first
conducted a high-level screening of the 15
categories of Scope 3 emissions listed in
the Greenhouse Gas Protocol for Future,
to determine relevance.
Our Scope 3 footprint is detailed
in the figure and table below. The
most material categories of Scope 3
emissions for Future are:
• The GHG emissions from producing
the paper in our magazines, and the
printing and distribution of those
magazines
• The GHG emissions associated with
the serving of ads alongside our
online content
• And all the other emissions
associated with the products and
services we buy, such as marketing
and hosting services
We excluded four categories following
this mapping exercise:
• Category 8: Upstream Leased
Assets: all emissions from leased
assets are already included in our
Scope 1 and 2 footprint
• Category 10: Processing of Sold
Products: no products sold by Future
are further processed by another
company before being sold to the
end consumer
• Category 14: Franchises: Future
does not operate any franchises
• Category 15: Investments: Future
has three equity investments.
Two of these companies have no
activities, with one in liquidation.
The third is active but is excluded
based on a de minimis rationale.
It has a very low book value and
there is no data available on the
associated GHG emissions
The emissions for each category were
then calculated based on the best
available data. A detailed description can
be found in the reporting methodology.
Key categories were calculated as follows:
• Category 1: Purchased Goods and
Services: Primary data was used
for the emissions from the physical
supply chain: paper, print and
distribution. Most other emissions
were calculated through a spend-
based analysis, using sector-average
emission factors. Suppliers within
the top 60% of spend categories
were researched for supplier-
specific emission-factors
• Category 4: Upstream
Transportation and Distribution
and Category 9: Downstream
Transportation and Distribution:
These categories relate to the
physical print supply chain and were
calculated based on primary data
from logistics partners
• Category 11: Use of Sold Products:
most of the GHG emissions in this
category relate to the ad serving
process. These were calculated by
Scope3.com, a specialist tech platform
that enables us to measure the carbon
footprint of our digital advertising
value chain. The remaining emissions
relate to the use of consumer devices
to access Future’s content which were
calculated based on actual user data
and typical device power consumption
data from the Carbon Trust and
DIMPACT whitepaper on the Carbon
impact of video streaming
Our ambition is to reduce our overall
Greenhouse Gas (GHG) emissions by 42%
by FY 2030, and by 90% by 2050, across
Scopes 1, 2 and 3.
During FY 2023, we have already taken
various actions to reduce emissions
from our digital value chain. These have
focused on improving our ad serving
process, and how we select advertising
partners to advertise alongside our
content. This has already led to a
significant reduction in our ad emissions,
from 1,125.1 gCO2e per ad impression
in February 2023 to ~170 gCO2e per
impressions since September 2023.
You can find our TCFD report on page 54.
What have we accomplished in FY 2023?
Topic
FY 2023 Progress
FY 2024 Objectives
Climate Change - Direct (Scope 1 & 2)
We have published our scope 1 & 2 emissions data.
Climate Change - Indirect (Scope 3)
Our Scope 3 reporting, prepared in conjunction with Carnstone,
and with input from Scope3.com, has enabled us to identify
our current digital emissions and we have set targets to reduce
them. In fact, as per our TCFD disclosures (pages 54-71), we have
already reduced our digital GHG emissions from 1,125.1 gCO2e
per ad impression in February 2023, to ~170 gCO2e per ad
impression by September 2023.
We continue to use data centre technologies that are 100%
powered by renewable energy, and our usage continues to be
scaled according to demand.
We continue to replace our kit with more energy-efficient kit, and
recycle all end of life kit.
We will publish our Scope 1 & 2 emissions data. We will begin
negotiations with our electricity providers, as this will contribute
towards our near-term target (42% reduction in overall GHG
emissions by 2030).
01 We will continue to reduce our digital emissions through
reductions in adserving emissions.
02 We will build a suitable framework in order for us to start
holding our key suppliers accountable regarding sustainability.
03 We will engage with our employees to encourage and
incentivise low-emission commuting and work travel, including
introducing electric vehicles as part of a UK-wide salary-sacrifice
scheme.
Value Chain Impacts
We continue to produce hard copy issues from certified or
responsibly-sourced paper.
We continue to not use plastic covermounts, and to package in
recyclable materials.
We continue to disclose our waste and tonnage through our
annual return to DEFRA. We also continue to implement industry-
wide initiatives, e.g. recycling logos in our magazines and on the
recyclable plastic, and encouraging recycling in the panels.
01 We will continue to produce hard copy issues from certified or
responsibly sourced paper, and to package with only recyclable
materials.
02 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.
03 We will continue to only retain data for as long as we need to,
from a financial and legal perspective.
Corporate ResponsibilityAnnual Report and Accounts 2023
30
Pillar 2
Culture
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 is engaged
(colleague engagement,
community & opinions)
• Everyone is supported
(well-being & safety)
We ensure we are inclusive from
recruitment all the way through the
colleague lifecycle. At Future, we value
diversity in our business, people and
thoughts. We’re working hard to ensure
that we attract, retain and foster diverse
talent, educating our leaders in the
importance of diversity, and reviewing
our internal processes so that they
remain as free from bias as possible. We
recognise that, in order to reach diverse
communities through our content, we
must first ensure ours is a workplace in
which diversity can thrive.
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 (DE&I) Policy, and our
Values, which you can find on page 83
and on our website at www.futureplc.
com.
Requirement
In accordance with the requirements
of the new Listing Rule 9.8.6R(9) which
applies to accounting periods starting on
or after 1 April 2022, the Board is required
to provide a statement as to whether it
has met certain targets related to gender
and ethnic diversity at Board level.
Board Statement
The Board confirm that as of 30
September 2023, 1 out of 3 diversity
targets were met:
33% of the Board were women. Although
we are not currently compliant with the
requirement for 40% of the Board to
be women, following completion of the
Board changes outlined on page 82, we
will have a female representation on the
Board of 44%.
One of the senior Board positions (Chief
Financial & Strategy Officer) was held by
a woman.
None of the Board members in FY 2023
were from an ethnic minority background,
but with the impending arrival of a new
Board member as described on page 82,
the number of Board members from an
ethnic minority background will rise to
one.
Approach to data collection
Gender and ethnicity data for the
Board and executive management is
collected on an annual basis through a
standardised process managed by the
Company Secretary.
Each Director and member of the
executive management team is asked
Number of board
members
Percentage of the
Board
Number of Senior
Positions on the
Board
Number in Executive
Management (ELT &
Company Secretary)
Percentage
of Executive
Management (ELT &
Company Secretary)
Number of Direct
Reports to Executive
Management (SLT)
Percentage of Direct
Reports to Executive
Management (SLT)
Male
Female
Not disclosed/unknown
White (or other white
including minority
white groups)
Mixed/multiple ethnic
groups
Asian/Asian British
Black/African/Carib-
bean/Black British
Other ethnic group
including Arab
Not specified/prefer
not to say
6
3
-
9
-
-
-
-
-
66.6%
33.3%
-
100%
0%
0%
0%
0%
0%
1
1
-
2
-
-
-
-
-
12
3
-
13
1
1
-
-
-
80%
20%
-
86.66%
6.66%
6.66%
0%
0%
0%
51
22
-
68
2
4
-
1
-
69.86%
30.14%
-
90.41%
2.74%
5.48%
0%
1.37%
0%
Future plc 31
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.
Future Academy
As per the above (Everyone is welcome),
we launched our Future Academy this
year. In addition to the on-the-job training
our new colleagues will receive, our
centralised Talent Development team will
also deliver a series of training modules
across their first year, including:
• Communication
• Confidence Building &
Presentation Skills
• Problem solving / Critical
thinking and Being proactive
• Building their brand
Continuous professional development
Furthermore, as part of our formal
partnership with Sunderland University,
new colleagues who have entered the
business as junior colleagues in Editorial
will receive a tailored training programme
on News Writing, Media Law, Conducting
& Writing interviews, Video Script Writing
& Copyediting, created and delivered by
the university through 5 sessions.
New HRIS
We have launched a new Human
Resource Information System (HRIS)
in FY 2023, which has consolidated
the digital journey for new hires, from
application through to the end of their
probationary period.
performance reviews for all employees.
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.
Training & Development
Our internal training programme has also
grown considerably and now includes:
• Skills Workshops e.g. basic and
advanced use of spreadsheets,
storytelling, prioritising & time
management
• Manager Training e.g. a ‘Managing
at Future - the Basics’ programme
for new managers, and a series
of ‘Leadership 101’ sessions for
experienced managers, covering
topics such as how to have difficult
conversations in depth.
• Knowledge Hours e.g. writing for the
web, Audience Insights for our UK and
US audiences & refresher sessions on
algorithm updates
As well as delivering over 120 sessions
which equated to approximately 6000
hours of face-to-face training being
consumed by Future colleagues in FY
2023, we’ve also seen just under 3,000
enrollments in our e-learning courses.
We’ve also partnered formally with
Sunderland University to offer the Level
7 Journalism Apprenticeship to Future
editorial colleagues.
Performance management
At Future, we have regular employee
We also launched Job families, which
are designed to create a clear structure
to complete a confidential and voluntary
form, through which the individual is
able to self-report on their ethnicity
and gender identity. Alternatively,
they can specify that they do not wish
to provide such data. The criteria of
the questionnaire are aligned to the
definitions specified in the UK Listing
Rules and set out in the tables below
The Company’s approach to data
collection is consistent for the purposes
of all diversity-related reporting
requirements under the Listing Rules and
across all individuals in relation to whom
the data is being reported.
A particular focus this year has been on
researching the prevalence of DE&I in
the media and publishing industry, for
the purpose of benchmarking Future
alongside our competitors. Through
this research we have begun to pinpoint
the hotspots of DE&I that most need
addressing within our business - our work
in FY 2024 surrounding DE&I will focus
on laying the foundation for a data-based
and accountable diversity strategy.
We also launched our Future Academy,
Future’s new junior talent scheme, a
project which the Talent Development
team have been working on for over a
year. It encompasses talent pathways for
graduates of University or other Further
Education, to kick start their career in the
media industry. The Future Academy is
an early entry point into Future, which this
year provided early-career opportunities
in Sales, Editorial and Marketing, and
which aligns with our ambitions to
increase diversity across the business.
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 2023 has seen Future welcome over
600 new colleagues into the business,
through acquisition and hiring. We have
continued to use our on-boarding tool to
Corporate ResponsibilityAnnual Report and Accounts 2023 32
Pillar 2
Culture
we offer. We strongly believe that
colleagues being able to benefit from
the success of the Company leads to
greater engagement, and a greater sense
of personal involvement in the future
success of the business.
Collaboration
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.
We facilitate this through Q&As during
our Knowledge Hours.
Acquisitions
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
(wellbeing & safety)
At Future, prioritising health and
colleague wellbeing is a critical part of
our Company culture. By supporting
our colleagues physically, mentally and
emotionally, they can be fulfilled in their
career and thrive in their roles.
Health & Safety
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 0 fatalities
and 20 minor injuries across these sites
during FY 2023.
Benefits
We are committed to being a great place
to work and an employer of choice, and
recognise that our business cannot
thrive without a strong workforce. We
remain proud of our unlimited holidays
- an extraordinary benefit that allows
colleagues time to reset. This year,
unlimited leave became an accessible
benefit for our colleagues in the Czech
Republic, and is now a non-salary benefit
at Future for our job roles, salaries, and
guidance on what career opportunities
could look like for our colleagues.
Job-specific development training
programmes are also available
through the apprenticeship levy: the
apprenticeships offered vary in length
from 13 to 48 months depending
on the level of qualification, and are
available in areas including Leadership &
Management, Editorial, Finance, Human
Resources and Project Management.
The apprenticeship training and
qualifications offered are available to all
Future colleagues within England and
Wales, and we’re currently working on
developing the opportunities available to
our global workforce.
Everyone is engaged
(employee engagement, community,
opinions)
Employee Engagement Survey
Having an engaged workforce is critical to
business growth and success.
We conducted our first Employee
Engagement Survey in FY 2022.
Following this and subsequent listening
sessions there was a heavy focus on
employee feedback, and in return the
leadership team enacted company
changes based on employees’ thoughts
and concerns, particularly around our
people priorities, including pay and
reward, benefits, career progression (see
Job Families above) and training (see
above).
In June 2023 we conducted our second
Annual Colleague Engagement Survey
to measure satisfaction and give
colleagues the opportunity to share their
perspectives. We are pleased to report
that we received an 81% response rate,
a figure we are particularly proud of, not
least because it is an 11ppt improvement
on last year’s response rate. We plan
to use the insightful feedback given by
colleagues to continue to further improve
Future as a culture and as an employer.
Internal Communications
We have a consistent rhythm of internal
communications that engage all our
colleagues in regular updates, formal and
informal, in person and online. Our weekly
Snapshot, for example, is an email sent to
all Future colleagues, and highlights brand
and team updates, as well as showcasing
anything colleagues have done which is
worth celebrating.
All colleagues are given frequent
opportunities to ask questions directly
of the senior management and receive
direct feedback. In FY 2023 we
introduced monthly Coffee & Connect
meetings with our Executive Leadership
Team (ELT); informal meetings during
which colleagues can ask questions of
senior leaders. Our Town Halls are held
every other month and all colleagues
are invited to ask open questions, which
are answered by the ELT during the
livestream. Jon Steinberg also sends
frequent all-company emails to update
colleagues on initiatives and solicit
feedback. We also run Star of the Month
activities and annual awards aligned to
our values.
Reward
Colleagues’ involvement in the
Company’s performance is encouraged
through share schemes and other
initiatives such as our profit pool. This
is all in addition to the other benefits
Future plc 33
available to all Future employees with
the exception of nations where the legal
requirements state otherwise.
All Future colleagues also receive
the non-salary benefit of discounted
subscriptions to Future magazines. Other
non-financial benefits include those
such as discounted gym memberships
and shopping discounts. Our financial
benefits are referenced on page 96
(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, and connect in relaxed
and enjoyable environments through
organising events such as community
socials.
At Future, we recognise that due to
the nature of the internet and online
communities, some Future colleagues
- particularly those whose writing is
published online - are at risk of receiving
online harassment. In response to this,
we created the Future Safeguarding
site, accessible for all Future colleagues
through Future’s central hub, Futurenet.
It was launched this year to provide
support and information to all colleagues,
should they feel uncomfortable about
any negative online attention, from mild
critiques to implied or explicit threats.
It also includes our online harassment
policy and our escalation procedure. In
addition, all colleagues have access to
our team of experienced social
community managers.
Grievance process
We recognise that, in order for a workplace
to be fully supportive of its employees,
our working environment must be one in
which colleagues feel comfortable and
indeed encouraged to air their grievances
and ideas for improvement. Future’s
grievance policy is central to our belief
that all colleagues should be treated
impartially, consistently and fairly - the
policy is internally accessible for all Future
colleagues through Futurenet.
We encourage colleagues to air their
grievances through open communication,
however if this option isn’t suitable for
any reason, then a colleague can raise a
grievance through the grievance procedure.
A colleague who wishes to raise a grievance
formally can do so by providing details of
the grievance in writing either to their line
manager, or a member of the People Team.
In most cases the colleague will be invited
to a meeting to discuss the grievance in
more detail. As with all meetings in this
process, the colleague has the right to be
accompanied by a Future colleague or a
Trade Union representative. Wherever
possible, the outcome of the grievance
will be communicated in writing within 15
working days of the grievance meeting.
Colleagues have a right to appeal against
the grievance decision or part of the
outcome. If a colleague wishes to appeal,
the reasons must be submitted in writing
to the People Team within 5 working days
following the receipt of the outcome.
The procedures involved in raising or
escalating grievances are ultimately
confidential, and like our grievance policy,
are entirely legally compliant.
What have we accomplished in FY 2023?
Topic
FY 2023 Progress
FY 2024 Objectives
Everyone is welcome
(inclusion & diversity)
A particular focus for FY 2023 has been on conducting
research and benchmarking Future alongside our competitors.
We’ve begun to pinpoint the hotspots of DE&I that most need
addressing within our business.
We are currently building a relationship with Access Creative
Colleage in Bristol in order to attract diverse talent. More
information about the partnership with Access Creative College
can be found in the section on Future Foundation on page 34.
01 We will build our data-driven Diversity & Inclusion Strategy off the
back of the research and benchmarking work we’ve undertaken
02 We will continue to develop partnerships with universities and
colleges in order to attract more diverse candidates to apply for roles
at Future.
Everyone can shine (
learning & development)
We launched our new HRIS and our job families, which are
designed to create a clear structure at Future for our job roles,
salaries, and guidance on what career opportunities could look
like for our colleagues.
01 We will design and roll out a performance management
framework for all Future colleagues, which will support managers to
ensure that colleagues have SMART objectives set and agreed that
link to the FY24 company goals.
Throughout FY 2023, we have delivered over 120 sessions of
training to Future colleagues, as part of the aim to respond to the
FY 2022 Annual Employee Engagment Survey response which
called for greater training opportunities.
Everyone is engaged
(employee engagement,
communities)
In FY 2023, we received a 81% response rate to our Annual
Employee Engagement Survey, which was an 11ppt improvement
on last year’s numbers.
In response to last year’s engagement survey, this year saw the
Talent Development Team hold Roadshows in each UK office and
one virtually, sharing new training opportunities and listening to
colleagues’ suggestions.
Another response to feedback from the FY 2022 engagement
survey, surrounding pay transparency, has been the creation of Job
Families, a framework which will establish a fair salary structure.
02 We will continue to develop our training offering, refining according
to department needs and the results of the FY 2023 Annual Employee
Engagement Survey. This will include designing a manager/leadership
development pathway which will ensure managers have access to
different forms of internal and accredited training.
01 We aim to maintain a response rate of over 80% to our Annual
Employee Engagement Survey in FY 2024.
02 We will use the feedback provided by Future colleagues through
the Annual Employee Engagement survey to continue to improve
Future as a workplace, particularly focusing on areas such as training
opportunities, DE&I and communities.
Everyone is supported
(wellbeing & safety)
We launched Future Safeguarding, a site which provides
information and guidance on the procedures, policies and
support available if a colleague finds themselves in a situation
where they’re facing online abuse or unwanted communication.
01 In FY24, we aim to spread awareness of the Future Safeguarding
site through internal communications and our internally-run training
programmes, so that all colleagues are aware of the site, how to use it
and how to support their teams to do the same.
We currently have over 20 trained Mental Health First Aiders
at Future across various UK and global locations, who support
colleagues across the business and are available to contact
should colleagues feel they need additonal support.
02 We will continue to support the development of our Mental
Health First Aiders through re-training, and spread awareness of
their presence through communications.
Corporate ResponsibilityAnnual Report and Accounts 2023 34
Pillar 3
Community
Supporting our local communities
and our audience
We are committed to making a positive impact on young
people living in our local communities, and to making
the Internet safe for all.
During FY 2023 we have also developed
a relationship with Access Creative
College (Bristol) and its students.
Colleagues in Future’s photography
vertical were able to offer the students
at the college the opportunity to submit
an article on anything in the world of
photography and design they found
particularly interesting; the winner
was given the fantastic prize of having
their writing published by Future brand
Creative Bloq.
Championing a Safer Internet
The monumental reach of Future’s
content comes with a responsibility to
maintain our reputation as creators of
authentic, trustworthy and all-round
high quality content.
Our primary ambition in this area is to
adopt a leadership position on issues
surrounding Internet safety, and to
embed it in our day-to-day business.
Colleagues in Trade Marketing, for
example, have undertaken research to
prove the value of our trusted content
with our audiences.
Why is this important to Future?
At Future, we recognise that the
success we earn gives us an invaluable
platform to ensure our impact on the
community - whether that’s the physical
communities around our many offices,
or unifying the digital community of the
Internet - is one which creates good.
As well as this, Future believes that
prioritising social mobility initiatives and
working to increase accessibility within
the industry is smart and rational from
a business perspective; a diverse talent
pipeline and workforce allows us to
tap into new creative perspectives and
appeal to up-and-coming generations
and markets.
Future Foundation
The Future Foundation focuses on
creating opportunities for young
people from lower socioeconomic
backgrounds, opening the door
to media and publishing for young
people who might not have otherwise
considered these industries as potential
future careers opportunities.
We have built on the success we saw
with partnerships with Future Frontiers
and DreamYard. In FY 2023 we launched
a partnership with CareerReady, which
has resulted in us being able to offer
mentoring to young people in Bath and
Cardiff, as well as London. 13 colleagues
volunteered as mentors across the
business (5 in Cardiff, and 4 in both
London and Bath).
What have we accomplished in FY 2023?
Topic
FY 2023 Progress
FY 2024 Objectives
Future Foundation
In FY 2023 we launched a partnership with CareerReady across
the UK; 13 colleagues volunteered as mentors. Colleagues also
visited Access Creative College in Bristol to discuss ways in
which the Future Foundation could benefit the students there.
01 We aim to double the number of colleagues involved with our
mentoring programme in partnership with CareerReady, and
hope to see each mentoring partnership end with a 2-week work
experience placement for each mentee.
In December 2022, a charity auction & ‘Big Future Quiz’ were
held as part of Giving Back Day. Three charities were chosen
spanning across our office locations - The Prince’s Trust (UK),
The Boys and Girls Club (US) and The Warrior Women Foundation
(AUS). The charities were chosen due to their common goal of
making the future brighter for young people. As a result of these
fundraising efforts we were able to raise over £6,500 / $7,800
across our chosen charities.
02 We aim to support 3 Future colleagues in delivering an in-
formative talk about their area of expertise to local young people
through our partnerships with local educational establishments.
Championing a Safer Internet
We have undertaken research to prove the value of our trusted
content with our audiences.
01) The AI working group at Future will continue to meet and
debate the use of artificial intelligence within our business.
We have created internal guidelines around the use of AI within
our business and communicated them internally.
We also became members of the NMA - News Media Alliance - in
the US, which advocates proprietary research on issues such as
artificial intelligence, and empowers members to suceed in the
fast-moving world of digital media.
02) As a member of the News Media Alliance, we aim to with-
hold our reputation as one of the most trusted news and media
brands, by engaging in debate and research organised by the
NMA on the topics central to the future of publishing and media.
Future plc
Pillar 4
Content
35
Creating content that expands
mindsets and prospects
Our brands connect our audiences with their passions and help
them to find new ones.
Ally Head led panel discussions on
sustainable fashion and using your voice
to impact the climate emergency.
Country Life’s ‘Little Green Book’, the
green version of their online directory
of brands, is a great example of Future
brands approaching sustainable
content in new and interesting ways,
and was introduced in June of this
year as part of Country Life’s Annual
Sustainability Special. The brand’s
focus on sustainability is not reduced
to this one issue, however: agricultural
columnist Agromenes addressed issues
covering food self-sufficiency and the
imminence of climate change among
many others, all able to be found on the
Country Life website.
From the News vertical too, The
Week continued to prioritise green
content throughout FY 2023, covering
sustainability in various lights, with
political pieces on the watering down
of green agendas ahead of the next
general election, smart guides to
ESG investing, and the use of AI in
combating climate change. This year
also saw The Week publish a great many
pieces highlighting positive change: one
article on seven ‘good-news stories’
for the planet covered topics including
methane blockers for cows and a Plant
Based Treaty.
The Week Junior Science + Nature
magazine also regularly encourages its
readers to get involved in environmental
initiatives, empowering young people
to realise they have the power to
effect positive change in their local
communities, or even globally. Some
of the events they’ve participated in
include the Marine Society’s Great
British Beach Clean, the Country
Trust’s Plant Your Plants, and the
RSPB’s Big Garden Birdwatch. The
Summer campaign this year - the
Scavenger Hunt Photo Contest -
challenged children to get outdoors,
explore their local environments and
have adventures. We regularly receive
emails and photos from young people
telling them about their experiences,
and some even write in to tell us about
their efforts outside of initiatives we
promoted, such as Jack, aged 9, who
raised £4,000 for the World Land Trust.
Looking ahead to FY 2024, we plan
to work with the Carbon Literacy
Project to create training for our
Board, Executive Leadership Team
Our content is accessible, engaging,
authoritative and expert so that
everyone from diverse and global
backgrounds can fuel their passions
and/or gain valuable learning. We hold
ourselves to high standards, ensuring
our content is ethical, trustworthy and
in line with our values.
Why is this important to Future?
Future is one of the biggest publishers
in the UK and growing fast in the US, and
consequently it is primarily our content
and the breadth of our reach that gives
us a unique opportunity to connect
people with their passions, but equally
to educate our readers on issues central
to ESG, and to inspire them to make
more sustainable choices in their day to
day lives.
Diversity & Sustainability in our content
Our ambition is to embed diversity and
sustainability within our content, and
to ensure that our writers are equipped
to address these topics in a manner
which is sensitive and empathetic, but
grounded in knowledge and confidence.
FY 2023 has seen a variety of Future
brands step forward as leading voices
on issues relating to environmental
sustainability and the climate crisis.
Within the Women’s & Luxury Vertical,
for example, Marie Claire hosted their
third annual Sustainability Awards in
September 2023, ran their Earth Month
special guest edited by eco-activist and
Harry Potter star Bonnie Wright in April
of the same year, and were the media
partner of the 2023 Sustainability
Show, where Editor-in-Chief Andrea
Thompson and Sustainability Editor
Corporate ResponsibilityAnnual Report and Accounts 2023 36
and, initially, for a select group of
editorial colleagues known as Climate
Champions: these Champions will be
colleagues who have put themselves
forward as wanting to increase their
knowledge and proficiency when
addressing sustainability issues. The
expectation of our Climate Champions
is for them to provide guidance to other
writers at Future. In order to appreciate
the diverse range of content produced
across Future and the nuances of each
brand, each Future brand will produce
their own ‘Climate Mission Statement’,
which will reflect their take on
approaching issues around climate and
sustainability in their content, and which
all writers will be expected to embrace.
Editorial Standards
Editorial Standards are of utmost
importance at Future. We are incredibly
proud of our reputation as a trustworthy
and authentic provider of content.
Having published our first Responsible
Content Framework in FY 2022, this
year saw members of the Content
Steering Group working on Version
Two of the document, focusing on
newer but equally important issues,
such as plagiarism, sportswashing and
greenwashing.
What have we accomplished in FY 2023?
The Ethics Committee played a key role
this year in establishing the Company
stance on the issues mentioned above,
which are the focus of Version Two of
the Responsible Content Framework.
The Ethics Committee’s role is to
proactively address potential ethical
issues which cannot be resolved by
the Editor-in-Chief, Content Directors,
or the respective Vertical Managing
Director or Chief Revenue Officer.
positively. With a monthly online
audience of over 300 million globally,
we have an opportunity to inspire
positive change, shape the world we live
in and champion positive societal impact.
At the end of the last calendar year we
held the internal Positive Impact Awards,
collating and sharing examples of our
brands that had demonstrated a positive
impact environmentally or societally.
Throughout FY 2023, issues such
as sportswashing (the hosting or
sponsoring of sporting events to
launder a tarnished reputation) and
greenwashing (the practice of making
deceptive or superficial green claims
to distract from an organisation’s poor
environmental record) have arisen
within the Committee’s agenda, which
led to a great deal of discussion. As a
matter of general principle, we will not
promote or support sportswashing
or greenwashing activity. As a result,
policy documents on both topics
were drawn up and shared internally
throughout the business.
Encouraging Positive Impact
We strive to make a difference and are
driven by our desire to use our platform
The winner was the Future Studios
film ‘Born Different’ film, which told
the story of Amare, a 13-year old boy
living with Neurofibromatosis, a medical
condition that left him with terrible
facial tumours. Since 2015, Amare’s
mum had managed to raise $53,000
of their $126,000 budget for Amare to
have life-changing surgery, but in the
12 days after the video was published,
the documentary received 2.4 million
views on YouTube, 5.2 million views
on Snapchat and 14 million views on
Snapchat. As of December 2022, the
family’s GoFundMe page sat at an
incredible $860,000.
Topic
FY 2023 Progress
FY 2024 Objectives
Diversity & Sustainability
in our Content
Future brands remained at the forefront of social conversations
around diversity and sustainability throughout FY 2023. Examples of
this can be found on page 36.
01 We plan to work with the Carbon Literacy Trust to deliver training to
our Board, Exective Leadership Team and editorial colleagues known as
Climate Champions. You can read more about this on pages 35-36.
The Future Content Accessibility Guide continues to be an important
resource for all content creators. The Guide covers best practices
for accessibility in digital content, including topics such as colour
contrast, ‘person-first language’ and typography legibility, but also
why we value accessibility so highly at Future and why it must remain
at the core of our content.
We’ve also created a Climate Playbook for Future Editorial
colleagues, to ensure that they consider the angle of sustainability
when writing, and a glossary of key terms surrounding sustainability
for writers to refer to and confidently use in their writing.
We are currently in the midst of publishing the second version of our
Responsible Content Framework. This version includes additional
topics such as plaigarism, sportswashing and greenwashing.
The Ethics Committee have continued to meet throughout FY 2023,
and played a key role in the proactive discussions and resolutions
around difficult issues which have arisen, such as the use of
sportswashing and greenwashing in media and advertising.
Edtorial Standards
Encouraging Positive Impact
As part of the intention to celebrate the way in which Future’s
content creates positive impact, at the end of the last calendar year
we held the Positive Impact Awards, collating and sharing examples
of our brands that had demonstrated positive impact. Read more
about the awards and the winner on page 36.
02 Each brand will create a Climate Mission Statement, a brand-
specific guideline content creators can refer to when covering topics
around climate and sustainability.
01 We will continue to update our Responsible Content Framework with
new and relevant topics as and when they arise, and aim to ensure these
are communicated with colleagues through internal communications
and training sessions, such as the Editorial Knowledge Hours.
02 We will continue to ensure that the Ethics Committee holds
quarterly meetings to address issues that have arisen. We will also
review the membership of the Ethics Committee to ensure that the
members remain keen and that colleagues newer to the business have
the opportunity to be involved.
01 We will continue to promote and hold the Positive Impact Awards,
which is a great example of Future brands creating positive impact
outside the workplace.
02 We plan to explore the potential for collaborative initiatives
across verticals and brands at Future, focusing on social and/or
environmental issues.
Future plc 37
Non-financial information
and sustainability 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
Environmental Matters
• Carbon performance,
metrics and targets
• TCFD and CFD reporting
Colleagues
• Health and safety
• Culture and ethics
• Inclusion and diversity
• Well-being and support
Relevant Group principal and
emerging risks, pages 48 to 52
Policies which govern our
approach
Policy embedding, due
diligence, outcomes and key per-
formance indicators
Climate change, page 28
Responsibility Policy
Risk section, page 48
TCFD and CFD, pages 54-71
Key person risk
People
Responsibility Report, page 28
Climate-related risks and opportunities,
pages 54-71
Health and Safety Policy
Responsibility Report, pages 30-33
Diversity Policy
Whistleblowing Policy
Risk section, page 48
Governance Report, page 73-75
Directors’ Report, page 89
Social Matters
Personal data
Charity Policy
Responsibility Report, page 34
• Contributing to the economy
Cyber security and IT
Health and Safety Policy
Risk section, page 48
• Partnership
Digital advertising market changes
Financial Review, page 43-44
Directors’ Report page 89
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
Responsibility Report, pages 30-33
Cyber security and IT
Whistleblowing Policy
Risk section, page 48
Economic & geo-political uncertainty
Slavery and Human Trafficking Policy
Directors’ Report, page 89
Corporate ResponsibilityAnnual Report and Accounts 2023 38
Corporate
responsibility
How we engage with
our stakeholders
Our key stakeholders are those who influence or are affected
by Future’s business activities. Our aim is to engage effectively
with them, to develop and maintain positive and productive
relationships and to deliver a positive impact for all of them.
OUR AUDIENCE
Group engagement
• We launched a rolling programme of
content strategy workshops that
include audience research and data
analysis to keep pace with the evolving
needs of our users
• We improved our data functionality to
better measure changes and spikes in
demand, as well as emerging areas of
interest for our audiences
• We continue to evolve our Vanilla
platform, with new homepage design
(beginning with TechRadar) and more
navigable site structures
• Future also monitors a wide range of
indicators of performance and audience
behaviour.
• Our audience, editorial and content
(ACE) working group, launched in FY
2022, is now embedded and a key part
of knowledge sharing for mid-level
stakeholders
• Future has invested in in additional
video & social resource, as well as
increased data capacity, to understand
audience behaviour on social media
platforms and engage users wherever
they come into contact with our brands
How the Board engaged in FY 2023
• The Board receives regular audience
insight reports through the year, and
regularly reviews our audience needs.
• The Board had a standing invitation to
attend Future events, where they would
have the opportunity to meet our
audience. They were also invited to
attend our annual virtual audience
conference.
What we learnt
• Responsiveness to changes in demand
• Importance of platform capabilities
• Importance of brand strategies
covering brand purpose and user needs
• Nuturing “super users” and “brand
lovers”
What are we going to do in FY 2024?
• 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 decreased by (4)% to
485m driven by a decline in online users
• Revenue declined by (4)% on a reported
basis in FY 2023 with the benefit of
acquisitions and foreign exchange
partially offseting the (10)% organic
decline.
OUR PEOPLE
Group engagement
• Multi-channel engagement through town
hall meetings, ELT listening sessions,
direct correspondence with the
executive, all staff emails from the CEO
and the weekly Future snapshot.
• Group-wide colleague survey to assess
engagement levels (see page 32).
• Data from colleague exit surveys.
• Formal engagement with trade unions in
the US.
How the Board engaged in FY 2023
• Site visits to our Bath, New York and
London offices and virtual engagement
sessions.
• Joined the executive leadership team in a
strategy day, followed by a dinner.
• Continuous feedback on employee
sentiment and the support being
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 2024?
• Continued engagement on purpose,
vision, strategy and culture.
Future plc 39
• Continued focus on improving inclusion
and diversity.
• Continued focus on developing our
amazing talent
• Continuing to improve on the integration
of people from acquisitions
• Continued focus on mentoring, including
by Board members
Measuring engagement and value created
• Employee engagement response rate
of 81%.
OUR COMMERCIAL PARTNERS
AND SUPPLIERS
Group engagement
• Ongoing trading agreements with the
largest advertising agencies
• Regular meetings with the large platform
businesses, such as Facebook, Google
and Snapchat, throughout the year.
• Senior commercial hires in the US,
based in New York, who are supporting
client management at the highest levels,
as well as bringing existing
relationships, to enhance Future’s
standing with current and potential
commercial partners going forward
• Following the completion of the
acquisitions we made in FY 2022, 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.
• In the area of privacy, we moved our
Consent Management Platform to a new
supplier, to enable us to meet evolving US
privacy regulations. We also worked with
our partner that provides video capability
for our sites, which include targeting and
advertiser opportunities, to ensure
compliance with the US Video Privacy
Protection Act.
How the Board engaged in FY 2023
• Board updates on progress on US
ad sales
What we learnt
• Mitigation and management of social and
environmental impacts.
• Project design and innovation.
What we learnt
• Effective governance and operations.
• Fair expectation in the delivery of
projects and prompt payment.
What are we going to do in FY 2024
• 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
• 12% of Group’s total revenue comes from
direct advertising.
REGULATORS
Group engagement
• Ongoing constructive dialogue with the
FCA to provide an understanding of our
strategy, business plans and culture, as
well as to respond to enquiries relating to
TCFD and a mitigated IT matter.
• Engagement with the UK Professional
Publishers’ Association (PPA) on how to
achieve a balanced approach to use of
artificial intelligence in the UK
publishing sector.
• Became a member of the US News /
Media Alliance (NMA), with Jon Steinberg
also having joined the NMA Board.
Although this engagement supports our
business development in the US
generally, one of the NMA’s current focus
areas is on protecting publishers’ rights
as part of a balanced approach to use of
artificial intelligence in the US.
• Launched a website to support our
journalists if they are harassed online.
• Developing a second version of our
Responsible Content Framework.
• Monitoring the implementation of the UK
Online Safety Act 2023 to ensure that we
comply where necessary.
How the Board engaged in FY 2023
• Monitoring of engagement activity and
responses to regulators to ensure that
strategic, financial, investment and
operating frameworks remain aligned to
the external landscape.
• 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 2024
• We will continue to engage with
government and other stakeholders,
both in the UK and the US, 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 contributed to PPA’s submissions to
the UK Government on AI.
• 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.
INVESTORS
Group engagement
• Engaged with shareholders on our
capital allocation, resulting in a return
of cash through a share buyback (see
pages 10 to 11).
• 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.
• AGM was held in person in 2023 and
shareholders had the opportunity to
attend and ask questions in advance
of and during the meeting.
• 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.
Corporate ResponsibilityAnnual Report and Accounts 2023
• Total returned to shareholders (dividend
+ buyback) £17.2m with continuation of
the £45m share buyback programme in
FY 2024.
40
Corporate
responsibility
• Engagement with environmental, social
and governance (ESG) ratings agencies
that many investors and debt providers
rely on to gauge sustainability
credentials.
• Ongoing dialogue with shareholders and
proxy agencies regarding remuneration.
How the Board engaged in FY 2023
• 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 (19
meetings held) to maintain the interaction
and to obtain feedback, notably on CEO
transition.
• Remuneration Committee Chair
engagement with key shareholders and
proxy agencies in advance of our AGM.
• 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.
• Investors are keen for the Group to have
a clear capital allocation policy and for
the Board to remain flexible on uses of
cash depending on circumstances.
• Focus on ensuring key management is
retained, good succession planning is
in place across the leadership teams and
appropriate future remuneration policy.
What are we going to do in FY 2024
• Continue to engage with our equity
shareholders and debt investors
throughout FY 2024 through regular
communication including the AGM (see
pages 176 to 180).
• 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)
140.9p.
Engagement value
Why we engage
Input to Future
Value created
Our
Audience
We create fans of our brands by giving them a
community to be part of and content that meets
their needs, whether this is in our magazines, on our
websites or across social media. They are central to
our business and without them we would not exist.
Our audience is largely endemic and intent-led.
We reach 485million through our websites, email
newsletters, social platforms, events, subscribtions.
We focus on providing expert content to ensure we
meet our audience’s different needs
Strong, specialist communities are a differentiator
in media. Our diversified business model provides
us with revenue streams from newsletters, online
advertising, print and events. It also provides us
with the 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 loves, 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
We place great importance on having constructive
relationships with all shareholders and seek to ensure
that we maintain an appropriate dialogue with them
on all matters, including strategy, governance and
remuneration, throughout the year.
Our investors provide access to capital and liquidity
in our shares. Shareholders are directly consulted by
the Board on such matters as Remuneration Policy
and views are sought on key corporate activity.
Successful execution of the strategy drives
strong earnings performance.
Our
Commercial
Partners and
Suppliers
Regulators
Fostering healthy reciprocal relationships helps
Future to ensure it achieves the greatest all-round
value from its investments and activities.
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.
Through alignment with our values, continuous
improvement and an appropriate balancing of risk,
we build mutual confidence and respect.
Constructive engagement aims to ensure, for
example: fair energy sector frameworks for energy
customers and investors; a balanced approach to
use of artificial intelligence; response to regulatory
enquiries from the FCA.
Public policy and regulatory frameworks influence
the markets where we operate.
Considered and expert sector views; delivery of
policy and regulatory aims.
Future plc Annual Report and Accounts 2023
Corporate Responsibility
41
Section 172(1) Statement
• are more robust and sustainable in
Corporate Governance report:
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 2023.
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:
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 from page 25 of our
Responsibility Report. The Company’s
governance architecture and processes
are summarised on pages 76 to 77 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.
(c) Our business relationships
The importance of developing
the Group’s business
relationships with suppliers,
customers and others
Strategic report:
Our business model (page 12)
Responsibility Committee
report (pages 25 to 36)
Stakeholder engagement
(pages 38 to 40)
Investment (page 13)
Performance (pages 43 to 47)
Risk management
(pages 48 to 52)
Corporate Governance report:
Board activity (page 80)
Audit and Risk Committee
report (pages 85 to 88)
(a) Long-term results
(b) Our workforce
The likely consequences of any
decision in the long-term
The interests of the Group’s
employees
Strategic report:
Our business model (page 12)
Strategic report:
Our business model (page 12)
Chair’s statement
(pages 9 to 11)
Responsibility Report
(page 25 to 36)
Chief Executive’s Q&A
(pages 20 to 22)
Stakeholder engagement
(page 40)
Key performance indicators
(pages 18 to 19)
Risk management
(pages 48 to 52)
Viability statement (page 53)
Chair’s governance statement
(pages 73 to 75)
Corporate Governance report:
Chair’s governance statement
(pages 73 to 75)
Board activity (page 80)
Audit and Risk Committee
report (pages 85 to 88)
Nomination Committee report
(page 84)
Board activity (page 80)
Remuneration report:
Audit and Risk Committee
report (pages 85 to 88)
Remuneration Committee
Chair’s statement
(page 92 to 94)
Directors’ pay in a wider setting
(pages 97 to 114)
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 25 to 36)
Climate-related financial
disclosures (page 54 to 71)
futureplc.com:
Responsibility
(e) Our reputation
Our desire to maintain our
reputation for high standards of
business conduct
(f) Fairness between our
shareholders
Our aim to act fairly as between
members of the Group
Strategic report:
Responsibility Report
(page 25 to 36)
Non-financial information
statement (page 37)
futureplc.com:
Responsibility
Modern slavery statement
Strategic report:
Responsibility Report
(pages 25 to 36)
Corporate Governance report:
Chair’s governance statement
(page 73 to 75)
Directors’ Report (page 91)
Shareholder information
(page 181)
42
Financial Review
43
48
50
53
54
Financial review
Risks and uncertainties
Summary of principal risks
Longer term viability statement
Taskforce on Climate-Related
Financial Disclosures
Future plc Financial
Review
Financial Summary
In-line with expectations demonstrating resilience
43
The financial review is based primarily
on a comparison of results for the year
ended 30 September 2023 with those
for the year ended 30 September
2022. 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 2022 and FY 2023 at
constant FX rates and including the
impact of closures and new launches.
Constant rate is defined as the average
rate for FY 2023.
The Directors believe that adjusted
results provide additional useful
information on the core operational
performance of the Group, and review the
FY2023
£m
FY2022
£m
788.9
825.4
276.8
293.8
256.4
271.7
221.3
253.1
174.5
188.6
138.1
170.0
94.7
101.4
94.1
100.9
141.8
140.9
164.4
163.5
Penny Ladkin-Brand
Chief Financial and
Strategy Officer
Summary
Revenue
Adjusted EBITDA1
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
1 Adjusted items are a non-GAAP measure. For further details refer to the section on Alternative Performance Measures on pages 46 to 47.
Revenue
Advertising & other
Affiliates
Media
Magazines
Total UK
Advertising & other
Affiliates
Media
Magazines
Total UK
Advertising & other
Affiliates
Media
Magazines
TOTAL REVENUE
FY2023
£m
UK
£m
86.9
193.9
280.8
195.8
476.6
159.1
75.0
234.1
78.2
312.3
246.0
268.9
514.9
274.0
788.9
FY2022
£m
US
£m
89.8
194.4
284.2
215.3
499.5
172.7
78.3
251.0
74.9
325.9
262.5
272.7
535.2
290.2
825.4
YoY Var
Organic
YoY Var
(3)%
flat
(1)%
(9)%
(5)%
(8)%
(4)%
(7)%
+4%
(7)%
flat
(2)%
(7)%
(4)%
(25)%
(25)%
(25)%
flat
results of the Group on an adjusted basis
internally. See page 47 for a reconciliation
between adjusted and statutory results.
Revenue
Group revenue was down (4)% in the
year to £788.9m (FY 2022: £825.4m),
with the benefit of acquisitions and
foreign exchange translation offsetting
organic decline ((10)% at constant
currency and (6)% at actual currency). FY
2022 acquisitions which have not been
acquired for a full financial year and FY
2023 acquisitions and FY 2023 disposals
contributed a net £45.8m to revenue in
the year.
The performance in the UK revenue was
comparatively stronger with a decline of
(5)% or £(22.9)m to £476.6m (FY 2022:
£499.5m). This resilient performance
was driven by a more diversified revenue
mix combined with more established
positions in the market. Total UK organic
revenues declined (4)% with (2)%
organic revenue decline in Media and
(7)% in Magazines. UK Media organic
performance was driven by a resilient
(7)% decline in digital advertising and
other media. Affiliates remained flat as a
result of reflecting strong growth in price
comparison of +8% offset by a decline in
affiliate products. The relatively stronger
UK performance demonstrates how
market leadership creates resilience,
notably through a higher mix of direct
advertising.
US revenue declined by (4)% or £(13.4)m
to £312.3m (FY 2022: £325.9m) with the
benefit of favourable foreign exchange
and the contribution from acquisitions,
notably Who What Wear and Actual
Tech being more than offset by organic
decline. Organic decline of (19)% was
driven by an unfavourable mix with a
high proportion of digital advertising and
affiliate product revenue, two categories
impacted by unfavourable market
dynamics. Magazines, which are a small
proportion of the US revenue, were flat in
the year, helped by +3% organic growth in
subscriptions.
Media revenue decreased by £(20.3)m or
(4)% and organically by (13)% to £514.9m
(FY 2022: £535.2m).
(4)%
(19)%
(6)%
(1)%
(4)%
(6)%
(4)%
(19)%
(8)%
(13)%
(5)%
(10)%
Organic digital advertising revenue
declined by (19)% despite improved
revenue per user due to the impact of
lower online audiences. Importantly,
the yield has remained very resilient as
a result of the quality of our audience,
and a favourable mix with more direct
advertising. This demonstrates the
Financial reviewAnnual Report and Accounts 2023 44
Financial
Review
Reconciliation between statutory and organic revenue:
Total revenue
Revenue for FY2023 and FY 2022 acquisitions
Organic revenue
Impact of FX at constant currency FX rates
Organic revenue at constant currency
Group’s ability to deliver valuable
audiences to advertisers.
Organic affiliate revenue improved to
(8)%, with the growth in price comparison
(+8%) and vouchers (+5%) partially
offsetting the decline in products as
a consequence of launching fewer
technology products into the market
during FY 2023. This performance
highlights the benefit of the strategy
of diversification. In Affiliate products,
we have been impacted by the
macroeconomy through lower demand
as seen in the lower audience numbers as
well as a reduction in the average basket
size. This decline was particularly strong
in the Consumer Technology vertical,
correlating with the performance of
hardware manufacturers and advertisers
in this market. In our price comparison
business, performance was strong,
notably in car and home insurance,
benefiting from a high volume of quotes
given the high renewal price.
Organic other digital revenue decreased
(2)% organically due to phasing
shifts of a big event into FY 2024, the
Photography Show.
Magazine revenue declined by £(16.2)m
or (6)% to £274.0m (FY 2022: £290.2m).
Magazine organic revenue was down
(5)% year-on-year, an improvement on
the secular decline rate we have been
experiencing historically. Subscriptions
experienced a (4)% organic decline as
customers did not renew pandemic
subscriptions, which is a strong
performance given market trends.
Subscriptions now represent 49% of the
Magazines revenue, providing a robust
source of recurring revenue. The rest of
the magazine portfolio was down (6)%
organically. This resilience was driven by
the strength of our brands which are highly
specialist and touch people’s passions.
FY2023
FY2023
£m£m
FY2022
FY2022
£m£m
788.9
825.4
(45.8)
(13.3)
743.1
812.1
(0.9)
15.1
742.2
827.2
as the inclusion of acquisitions and their
respective costs, offset by a reduction in
volumes.
Other costs have decreased despite
the inclusion of acquisitions and their
respective costs as well as inflationary
pressures on salary and wages, driven
by cost savings initiatives. These cost
increases (translating into a +2ppt impact
of the adjusted operating margin) around
offices, staff location and re-prioritisation
of investment.
As a result, the Group adjusted operating
profit margin has only declined by (1)
ppt to 32% (FY 2022: 33%), despite
a (1)ppt headwind from adverse mix
with lower revenue decline in lower
gross contribution Magazines business
compared to Media business combined
with a (2)ppt headwind from cost inflation
in magazine cost of sales and on salaries.
This is a testament of the strength
of the platform and the cost agility
of the Group, even in the challenging
macroeconomic environment. As a result,
adjusted operating profit decreased
by £(15.3)m to £256.4m (FY 2022:
£271.7m) with organic profit performance
partially offset by contributions from
acquisitions and favourable foreign
exchange. Statutory operating profit
decreased by £(14.1)m to £174.5m (FY
2022: £188.6m) and statutory operating
margin decreased by (1)ppt to 22% (FY
2022: 23%) driven by the performance
in adjusted operating profit, and includes
£8.4m of restructuring costs, of which
£2.0m is included in transaction and
integration related costs and £6.4m in
exceptional items.
Earnings per share
Basic earnings per share is calculated
using the weighted average number
of ordinary shares in issue during the
period of 119.8m (FY 2022: 120.5m), the
decrease reflecting the share buyback
programme which commenced in
August 2023.
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, transaction and
integration related costs, exceptional
items, amortisation of intangible assets
arising on acquisitions, unwinding of
discount on contingent consideration
and change in fair value of contingent
consideration and any related tax
effects. Adjusted profit after tax was
£169.9m (FY 2022: £198.1m).
Adjusted operating profit and margin
Earnings per share
FY2023
FY2023
pence
pence
FY2022
FY2022
pence
pence
Basic earnings per share
94.7
101.4
40%
Adjusted basic earnings per
share
141.8
164.4
Diluted earnings per share
94.1
100.9
30%
Adjusted diluted basic
earnings per share
140.9
163.5
33%
32%
32%
£350.0
£300.0
£250.0
28%
24%
£200.0
m
£
£150.0
14%
£100.0
11%
Transaction and integration related costs
Transaction and integration related costs
of £6.5m incurred in the period reflect
£5.3m of deal-related fees, £2.0m of
restructuring costs related to recent
acquisitions net of £0.8m released
following settlement of a provision for
historic legal claims recognised on the
Dennis opening balance sheet, of which
£8.9m was paid in the year (FY 2022:
£3.6m relating to the Dennis and Who
What Wear acquisitions, £1.2m relating
to restructuring and other integration
related costs).
20%
10%
0%
Operating profit
Cost of sales were broadly flat year-on-
year with inflation, mostly in magazines
with increases to paper and printing
costs due to high energy prices as well
£50.0
£0.0
FY 2017
FY 2018 FY 2019 FY 2020 FY 2021
FY2022
FY2023
Future plc 45
Deal-related fees include work related
to the Group considering its strategic
options regarding its B2B operations.
The Group has been supported in its
considerations by external advisers with
their associated costs. £0.9m relates to
acquired properties which are onerous
(FY 2022: £9.7m).
Exceptional items
Exceptional costs incurred in the period
include £6.4m relating to restructuring
costs (FY 2022: £2.1m) and £0.9m relating
to onerous properties (FY 2022: £1.3m).
Other adjusting items
Amortisation of acquired intangibles
of £59.4m (FY 2022: £58.3m) includes
incremental amortisation arising from the
in-year acquisitions of ActualTech and
Gardening Know How.
Share-based payment expenses
(relating to equity-settled share awards
with vesting periods longer than 12
months), together with associated social
security costs increased by £0.9m to
£7.8m (FY 2022: £6.9m). The nature of
the all-employee Value Creation Plan
scheme means that a charge is booked
irrespective of the likelihood of achieving
the vesting targets.
Net finance costs and refinancing
On 23 November 2022, the Group
further extended its committed debt
facilities with a five-year, £400m term
facility partially guaranteed by UK
Export Finance (the ‘EDG term facility’).
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 Revolving
Credit Facility (‘RCF’). On signing, the
first £160m was utilised to prepay the
Groups previous Term Loan maturing 31
December 2023. In May 2023 the Group
exercised the second one year extension
option on its £500m RCF, taking the
repayment date out to July 2025.
Net finance costs increased to £36.4m
(FY 2022: £18.6m) which includes
external interest payable of £29.7m
reflecting the utilisations of the Group’s
debt facilities to fund the ActualTech and
Gardening Know How acquisitions, and
higher interest rates; £3.7m in respect
of the amortisation of arrangement
fees relating to the Group’s bank
facilities; £0.7m unwinding of discount
on contingent consideration relating to
the ActualTech acquisition; and £0.6m
increase in fair value of contingent
consideration to the ActualTech
acquisition. A further £2.6m of interest
was recognised in relation to lease
liabilities, offset by £0.2m of interest
income on sublet properties.
Leverage at 30 September 2023 was
1.25 times, down from 1.48 times at
30 September 2022, demonstrating
the Group’s ability to continue to
de-lever quickly
The Group has entered into interest
rate swap agreements which swap the
interest profile on notional £300.0m
(2022: nil) on the Group’s EDG term
facility to mitigate the risk of fluctuations
in interest rates whereby it receives a
variable interest rate based on SONIA
and pays a fixed rate of 4.19%.
Taxation
The tax charge for the year amounted to
£24.7m (FY 2022: £47.8m), comprising a
current tax charge of £44.3m (FY 2022:
£38.3m) and a deferred tax credit of
£19.6m (FY 2022: charge of £9.5m). The
current tax charge arises in the UK where
the standard rate of corporation tax in
FY 2023 is 22% 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
23.3% (FY 2022: 21.75%). The increase
in rate in FY 2023 reflects the increase in
the UK rate of corporation tax that took
effect on 1 April 2023.
The Group’s statutory effective tax rate,
inclusive of adjustments in respect of
previous years, has reduced to 17.9%
(FY 2022: 28.12%). Excluding the
adjustments in respect of previous years,
the FY 2023 statutory tax rate was
24.9% (FY22: 30.2%). The adjustments
in respect of previous years recorded
in FY 2023 reflect revisions to prior
year estimates where new information
became available as the Group completed
its actual tax returns, as well as the
correction of a number of immaterial
items. This decreased the Group’s actual
FY 2022 corporation tax and deferred
tax liabilities against that estimated at
the time of the Group accounts. The
difference between the statutory tax rate
of 24.9% and the adjusted effective tax
rate of 23.3% is attributable to the tax
effect of the movements on the Group’s
share-based payments and other non-
deductible costs.
The Group’s deferred tax liability
decreased by £23.0m to £107.2m (FY
2022: £130.2m) mainly as a result of
the amortisation of acquired intangible
assets reducing deferred tax liabilities
and the increase of deferred tax assets
for other temporary timing differences.
Dividend
The Board is recommending a final
dividend of 3.4p per share for the year
ended 30 September 2023, payable on
13 February 2024 to all shareholders on
the register at close of business on 19
January 2024.
Balance sheet
Property, plant and equipment decreased
by £18.6m to £34.4m in the period (FY
2022: £53.0m) primarily reflecting
the write-down of right-of-use assets
and leasehold improvements on
onerous properties of £10.7m, primarily
attributable to property leases inherited
via the acquisition of Dennis (included
within transaction and integration related
costs) and depreciation of £8.8m, offset
by capital expenditure of £2.0m.
Intangible assets decreased by £76.2m
to £1,639.4m (FY 2022: £1,715.8m)
driven by amortisation (£71.0m) and
an FX headwind of £63.8m. This was
partially offset by the in-year acquisitions
of ActualTech and Gardening Know How
(£49.1m) and capitalisation of website
development costs (£9.3m).
Trade and other receivables decreased by
£10.8m to £123.5m (FY 2022: £134.3m)
due to a £5m reduction in current trading
net of the returns provision and a £10m
improvement in cash collection during
the period.
Trade and other payables inclusive of
deferred income decreased by £15.4m
to £128.4m (FY 2022: £143.8m) primarily
driven by the payment of the FY 2022
profit pool bonus in the period, a focus
on timely payments as well as the impact
of FX. Provisions decreased by £14.2m,
primarily due to payment of £8.9m for
settlement of the provision for historic
legal claims recognised on the Dennis
opening balance sheet.
Cash flow and net debt
Net debt at 30 September 2023
was £327.2m (2022: £423.6m) after
reflecting the ActualTech and Gardening
Know How acquisitions and share
buyback programme which commenced
in August 2023.
The increase in cash is due to the build-
up of £22m as at 30 September 2023
in order to finance the share buyback
programme.
Financial reviewAnnual Report and Accounts 2023 46
Financial
Review
Adjusted free cash flow
£300
£275
£250
£225
£200
£175
£150
£125
£100
£75
£50
£267.2m
£253.2m
£199.3m
£96.0m
£53.7m
£25
£15.3m
£17.4
£0
FY 2017
FY 2018 FY 2019 FY 2020 FY 2021
FY2022
FY2023
During the year, there was a cash
inflow from operations of £241.0m (FY
2022: £268.5m) reflecting strong cash
generation. Adjusted operating cash
inflow was £265.4m (FY 2022: £278.8m).
A reconciliation of cash generated from
operations to adjusted free cash flow is
included below.
Other significant movements in cash
flows include acquisitions totalling
£47.5m (FY 2022: £105.1m), net
repayment of bank loans and overdraft
(net of arrangement fees) of £52.3m
(FY 2022: £372.3m), acquisition of own
shares of £24.5m (FY 2022: £7.8m), lease
payments of £6.0m (FY 2022: £5.4m)
and the balance reflecting the Group’s
strong cash generation. The Group paid a
dividend in the period of £4.1m (FY 2022:
£3.4m). Foreign exchange and other
the Directors continue to adopt the
going concern basis in preparing the
consolidated financial statements for the
FY 2023 results.
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.
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, transaction and
integration related costs, exceptional
items, amortisation of intangible assets
arising on acquisitions, unwinding of
discount on contingent consideration
and change in fair value of contingent
consideration, and any related tax
effects, including the UK tax rate change.
EPS is used as a key performance
indicator for the Performance Share Plan.
The table below reconciles the APMs to
the statutory reported measures.
movements accounted for the balance
of cash flows.
Adjusted free cash flow increased
to £253.2m (FY 2022: £267.2m),
representing 99% of adjusted operating
profit (FY 2022: 98%), 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 using the
Group’s existing £500m RCF which runs
to July 2026 and the £400m UKEF facility
which amortises over the next five years,
with a final bullet payment on expiry in
November 2027. These scenarios confirm
that even in the most severe but plausible
downside scenarios, the Group is able to
generate profits and positive cash flows.
At the year end the Group had net
current liabilities of £7.4m (FY 2022:
£115.3m). This is primarily driven by
deferred income of £58.5m relating
to subscriptions 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% and is
forecast to generate sufficient cash flows
to meet its liabilities as they fall due. The
reduction in net current liabilities since
30 September 2022 is primarily due to
the repayment of the term loan, with
the existing UKEF and RCF facilities all
classed as non-current.
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,
Cash Flow
Cash generated from operations
Cash flows related to transaction and integration related costs
Cash flows related to exceptional items
Settlement of social security costs on share based payments1
Lease payments following adoption of IFRS 16 Leases
Adjusted operating cash inflow
Cash flows related to capital expenditure
Adjusted free cash flow
¹ Relating to equity-settled share awards with vesting periods longer than 12 months.
FY2023
FY2023
£m£m
FY2022
FY2022
£m£m
241.0
268.5
15.6
13.4
0.5
7.1
6.6
2.0
(6.0)
(5.4)
264.5
278.8
(11.3)
(11.6)
253.2
267.2
Future plc 47
FY2023
Statutory
Share-based
payments
Exceptional
items
Transaction and
integration
related
costs
Amortisation
of acquired
intangibles
Finance costs
Tax Impact
Adjusted
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)
788.9
174.5
(36.4)
138.1
(24.7)
113.4
94.7p
94.1p
-
7.8
-
7.8
0.1
7.9
6.6p
6.5p
-
7.3
-
7.3
(1.9)
5.4
4.5p
4.5p
-
7.4
-
7.4
(0.3)
7.1
5.9p
5.9p
-
59.4
-
59.4
(14.8)
44.6
37.2p
36.9p
-
-
1.3
1.3
-
1.3
1.1p
1.1p
-
-
-
-
(9.8)
(9.8)
788.9
256.4
(35.1)
221.3
(51.4)
169.9
(8.2)p
141.8p
(8.1)p
140.9p
FY2022
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
Transaction and
integration
related costs
Amortisation of
acquired
intangibles
Tax impact
Adjusted
825.4
188.6
(18.6)
170.0
(47.8)
122.2
101.4p
100.9p
-
6.9
-
6.9
10.9
16.9
14.0p
13.9p
-
3.4
-
3.4
(1.6)
1.8
1.5p
1.5p
-
14.5
-
14.5
(0.1)
14.4
12.0p
11.9p
--
58.3
-
58.3
(12.8)
45.5
37.8p
37.5p
-
-
-
(3.6)
(3.6)
(2.3)p
(2.2)p
825.4
271.7
(18.6)
253.1
(55.0)
198.1
164.4p
163.5p
Conclusion
The Group has delivered results in line with
expectations, demonstrating resilience in a
challenging macroeconomic environment
and the benefit of diversification of revenue
streams. The Group’s strong cash generation
remains a consistent feature of the Group’s
financial characteristics. The Strategic
Report and the Financial Review are approved
by the Board of Directors and signed on its
behalf by:
Penny Ladkin-Brand
Chief Financial and Strategy Officer
6 December 2023
Financial reviewAnnual Report and Accounts 2023 48
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 for determining
the nature and extent of the principal
risks the Group is willing to take in
pursuit of its strategy. Our robust
approach to the identification and
evaluation of key risks enables
us to support the achievement of
strategic objectives and to address
the challenges, uncertainties and
opportunities the Group 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
Risk appetite sets out what type and
how much risk the Group is willing
to take or not take in pursuit of its
strategic objectives. This can be
summarised as:
• Areas and activities where
innovation and risk-aware decision
making is encouraged;
• Areas and activities where
compliance with legal and
regulatory obligations is required
and therefore a cautious approach
is taken with the advice and support
of specialists;
• Areas and activities which the group
has no appetite to engage in - where
these may have an adverse impact
on our reputation, may threaten
the security of data and systems or
may result in harm or detriment to
our audience, employees, suppliers
and partners and other key
stakeholders.
The Group’s risk appetite statements
set out these matters in more detail.
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
annually.
Risk Matrix
y
g
e
t
a
r
t
s
n
o
t
c
a
p
m
I
h
g
H
i
i
m
u
d
e
M
w
o
L
Low
Medium
Likelihood
High
Key
Personal data
IT operational resilience
Digital advertising
market changes
Economic & Geo-political
uncertainty
Reliance on third party
service providers
Key personnel
Reliance on third party
distribution platforms
Media market disruption and
changing consumer habits
Cyber security and IT
Climate change
Emerging risks
The Group operates in a number of
different 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.
Developments in 2023
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
Executive Leadership Team of current
and emerging risks, which is subject to
robust oversight and challenge from the
Audit & Risk Committee.
Specific FCA risk management
requirements for a distinct approach to
risk management and risk governance
within Go.Compare are in place. This
includes ongoing work on the FCA’s
Consumer Duty principle to ensure
that good outcomes are delivered for
GoCompare’s customers.
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 and the
Group continues to review, update and
invest in this area.
Future plc
49
R
E
P
O
R
T
I
N
G
A
N
D
I
N
F
O
R
M
A
T
I
O
N
Three lines of defence
Future has adopted the three lines of defence model for the effective oversight and support of risk management.
OVERALL ACCOUNTABILITY
THE BOARD
E
G
N
E
L
L
A
H
C
D
N
A
T
H
G
I
S
R
E
V
O
Remuneration
Committee
THE AUDIT AND RISK COMMITTEE
Responsibility
Committee
EXECUTIVE LEADERSHIP TEAM
FIRST LINE
OF DEFENCE
SECOND LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
Executive Management Responsibility
Compliance & Risk
Operational Performance and Monitoring
Legal
Monthly Business Perfomance Reviews
Data Protection Officer
Weekly and Monthly ELT Meetings
Information Security
T
I
D
U
A
L
A
N
R
E
T
N
I
Financial Forecasting and Management
Internal Control and Policies
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.
Financial reviewAnnual Report and Accounts 2023
50
Future plc
Summary of principal risks
Key
Risk movement relative to prior year
New Principal Risk
Personal data
Economic & geo-political
uncertainty
Reliance on key third
party service providers
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, events in the
Middle East, 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
Consideration of the impact of the
macroeconomic environment at the
annual Board strategy meeting. You
can also read more about this in the
Strategic Report starting on page 4.
The Group derives its revenue
principally through the marketing
activities and the interaction of
customers with websites and online
publications. This includes using
digital advertising, subscription
services and comparison journeys.
The Group (and the third parties it
relies on) is required to comply with
strict data protection and privacy
legislation, including the General Data
Protection Regulation (GDPR )plus
equivalent laws in other consumer
markets, 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.
Ongoing monitoring of global
privacy regulation to drive necessary
changes within the business.
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
developments.
The Data Protection & Privacy
workstream is a key part of
acquisition and integration activities.
The Data Steering Committee meets
regularly to review developments and
to set Data & 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 pages
76-77.
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 a key part in the Group’s work on
TCFD. More information can be found
on pages 54-71.
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.
Ongoing monitoring, review and
assessment of contingency options
in magazine production, distribution
and fulfilment supply chains.
Financial stability checks on key third
party service providers and suppliers.
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 receives regular updates
and information on key third party
service providers from executive
management, highlighting any
emerging issues and mitigation
strategies in place. You can also read
more about our Business Model and
how our business is diversified in the
Strategic Report on page 12.
Media market disruption
and changing consumer
habits
The Group’s strategic priority is to
stay relevant for newer generations
and newer media models to ensure it
responds to changes in the way the
media market operates and adapts
to how content is consumed by
readers and users alike.
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.
In response to declining audience
numbers the group continues to
invest in branded content and
brand-specific advertising and video
content to respond to growing social
media video advertising demand.
Governance oversight
The Chief Executive provides the
Board with regular updates on market
and competitor activity. You can also
read more about our Business Model
in the Strategic Report on page 12.
51
Key person risk
Cyber security
Reliance on third party distribution platforms
Lobbying activities are being
explored to ensure the Group is in a
position to influence regulatory and
governmental developments.
Continued focus on and investment
in the Group’s brands to continue to
create trust and expert content for
our consumers.
Diversifying our source of audiences
to platforms that are less exposed
to AI (email newsletters, social
platforms).
Governance oversight
The Board discusses third party
distribution platforms with specific
focus on the investment needed.
AI working group established, with
ELT oversight.
Board updates and briefings on AI.
You can also read more about
our Business Model and how
our business is diversified in the
Strategic Report on page 12.
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, at executive board and
leadership levels and in our senior
management and technical teams.
The Group appointed a new CEO in
April 2023, who has a strong track
record of innovation, scaling media
group’s and creating value.
Impact
Lack of skilled, experienced and
motivated individuals 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
New CEO appointed in April 2023.
Continued strengthening of the
Executive Leadership Team (ELT) to
reflect the evolution of geographic
location and sectors in which the
Group operates.
Operational leadership and FCA
expertise has been expanded with
the GoCo acquisition.
Ongoing reviews of salary and reward
packages and employee benefits
to ensure the Group remains an
attractive place to work.
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 pages 82-84.
The Group relies on resilient
websites, customer journeys and
systems to provide high-quality and
relevant content and services to
customers.
The Group is exposed to a variety of
cyber threats including DDoS attacks,
malware and hacking that may result
in the compromise of commercial and
customer data.
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.
Specialist reviews of information
security capabilities to benchmark
against best practice.
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 employees.
Continuous investment in information
security controls, systems and
resources.
Governance oversight
The Board receives regular updates
on IT and cyber security matters,
which include updates on operational
resilience, information security
updates, internal audit reports
relating to IT, investment proposals
and decisions and updates from the
Chief Technology Officer.
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.
The emergence of AI may also
have an impact in the way in which
audiences interact with the Group’s
content and subsequent traffic to
advertisers on the Group’s digital
publications.
Impact
The Group is exposed to volatility
in audience numbers generated
through third party distribution
platforms and the underlying
challenges in consumer appetite,
advertiser and affiliate spending
appetite, which may impact the
digital advertising market.
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 investment in the
creation of expert quality content
to meet the changing needs of
audiences and advertising partners.
Ongoing monitoring of algorithm
updates to identify any impact on
audiences.
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.
The Group continues to diversify its
operations into brand-centric email
marketing and newsletters and video
content to respond to audiences
searching for and consuming
content on social media platforms.
AI working group established
to understand challenges and
opportunities.
Financial reviewAnnual Report and Accounts 2023
52
Key
Risk movement relative to prior year
New Principal Risk
Digital advertising
market changes
People
IT operational
resilience
Climate change
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 activities,
including surveys, workshops
and listening sessions, and peer
benchmarking analysis , which have
identified a number of areas for
action and change.
Reviews of salary and reward
packages and employee benefits at
all levels to retain and attract talent.
Governance oversight
The Board, Nomination Committee
and Remuneration Committee
receive regular reports on reward and
people-related matters.
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.
Digital advertising activities may also
result in greater energy usage and an
increase in emissions.
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 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.
Continued focus on and investment
creation of branded content and brand
advertising.
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.
Digital advertising emissions have
been reduced by ~85% between
February and August 2023 (see TCFD
page 70).
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 13.
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 backup capabilities in place for
key systems.
Specific operational resilience
capabilities in place within the
Group’s price comparison business to
comply with FCA requirements.
Regular specialist reviews of IT
resilience and business continuity
plans and processes to drive
continuous improvement of IT
operational resilience capabilities.
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.
The Group’s activities, supply chains
and customers may be impacted by
climate change, extreme weather
events and physical changes caused by
climate change.
There are also increasing expectations
from governments, regulators,
customers, suppliers and partners to
ensure that the Group operates in a
responsible and sustainable way to
minimise environmental harm and
reduce carbon emissions.
Impact
A failure to respond to climate change
and the climate-related expectations of
key stakeholders may lead to negative
impact on the Group’s reputation,
business and financial performance.
Mitigation
Our Future Our Responsibility strategy
established in 2021, comprising of four
pillars:
• Climate
• Culture
• Community
• Content
Information about each of these
pillars can be found in the Corporate
Responsibility section (pages 25-36).
We have historically tracked our impact
on climate change through disclosing
Scope 1 and 2 GHG emissions and
in FY 2023, we conducted our first
comprehensive Scope 3 review to
understand the impact of our value
chain and are disclosing our Scope
3 emissions for the first time in this
report (pages 28-29). These metrics
have informed some of the risks we
have identified as being material to our
business.
There is one risk that has been identified
as having a moderate short-term impact,
which is Changes in the Advertising
Sector, with increasing demand from
advertisers for demonstration of low
scope 3 emissions. We believe this
would have a moderate impact and we
are already mitigating this risk through
our partnership with Scope3.com
and the reduction in our gCO2e per ad
impression since February 2023.
The Board has ultimate responsibility
for ESG governance, including the
Group’s approach to climate change.
Our Responsibility Committee oversees
and manages climate-related risks
and opportunities. Our Audit and Risk
Committee has responsibility for
approving the Group’s TCFD disclosures
as part of the Annual Report and
Accounts process.
For more information about the risks
and opportunities we have identified
specifically in relation to climate change
and as part of our TCFD disclosures,
refer to pages 63-67.
Governance oversight
The Board, Responsibility Committee
and Audit and Risk Committee receive
regular updates on TCFD and related
matters.
Future plc
53
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 cashflow, such as a disposal
of part of the portfolio. In the event of
a disposal, the Group would be using a
share of the proceeds to pay down debt,
giving further optionality and flexibility
to the Group.
Viability statement
Based on these severe but plausible
scenarios, the Directors have a
reasonable expectation that the
Company will continue in operation and
meet its liabilities as they fall due over
the three-year period considered.
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 FY2023. 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 50-52 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).
The scenarios have been modelled using
the Group’s existing £500m RCF which
runs to July 2026 and the £400m UKEF
facility which amortises over the next
five years, with a final bullet payment on
expiry in November 2027.
The scenarios above 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 comfortable
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 cashflow to reduce by 73%
in total across FY 2024 for the Group
to breach its interest cover covenant
limits in September 2024. The Directors
consider such a large reduction to be
extremely unlikely and would contradict
Scenario
Associated Principal Risk(s)
Description
1) Data security
breach
1. Personal data
6. Cyber security and IT
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 third party distribution platforms
11. Climate change and TCFD
3) Significant
change in
external
environment
2. Economic & geo-political uncertainty
3. Reliance on third party service provider
7. Reliance on third party distribution platforms
9. People
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,
together with potential ransom payments to recover data. 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.
This scenario assumes a significant reduction in eCommerce and digital advertising revenues (net
of direct cost reductions) compared to the three year plan. 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, together with the impact of failing to meet our level 3 emission requirements.
The scenario also assumes no bonus payment in any of the next three years.
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.
Financial reviewAnnual Report and Accounts 2023 54
Future plc
Task Force On
Climate-Related
Financial Disclosures
Climate related risks
and opportunities
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).
This report sets out Future’s climate-
related financial disclosures, current
approach and future commitments,
consistent with the Task Force on
Climate-related Financial Disclosures
(TCFD) recommended disclosures, in
compliance with The Financial Conduct
Authority (FCA) Listing Rule 9.8.6R(8)
and the Companies (Strategic Report)
(Climate-related Financial Disclosure)
Regulations 2022.
Future’s ESG Strategy, Our Future, Our
Responsibility (see page 25), sets out our
commitments on wider ESG issues, with
Pillar 1: Climate containing our climate
commitments. This includes an ambition
to reduce our Greenhouse Gas (GHG)
emissions by 42% by FY 2030 and by
90% by FY 2050. We plan to mitigate the
remaining 10% GHG emissions by
“neutralising” through carbon removals.
Pillar 4: Content includes how Future
enables its readers and communities to
take climate action, for example at home
or through the products they buy.
We have carried out a considerable work
programme during FY 2023 to better
understand the climate-related risks and
opportunities that could impact our
business, as well as the resilience of our
strategy under different climate
scenarios. This has been overseen by the
Board, Audit and Risk Committee,
Executive Leadership Team, and
managed by the Responsibility
Committee (see Governance section on
pages 72-91). At the same time, we have
worked towards integrating climate
change into our overall risk management
processes. Based on the risks and
opportunities identified, we have started
to determine metrics to track our
performance and set targets (see page
69). Following this work, as disclosed in
more detail in the following sections, we
are now compliant with 9 of the 11 TCFD
recommended disclosures. During the
year we have worked with external
experts Carnstone to identify and
quantify Future’s Scope 3 impact to date.
We are disclosing our Scope 3 emissions
(FY 2022 data) for the first time in FY
2023 as our best estimate at this point in
time (see page28-29). Whilst we have
identified and quantified our Scope 3
emissions to date, we recognise that
further work is needed in this area to
ensure full completeness of this
disclosure, therefore we have concluded
that we are not fully compliant with this
requirement in FY 2023, as flagged in
the table on page 55, but will be for FY
2024. Similarly, as we have not been able
to define the metrics that we will use to
measure the impact of physical risks, we
are also not fully compliant with the first
Metrics & Targets disclosure (a) in FY
2023, but will be compliant for FY 2024.
We will continue to improve our
disclosures over time as indicated within
this report and as best practice develops.
55
TCFD framework
The table below summarises how Future has aligned our action on climate change to the four TCFD pillars, signposting where disclosure is consistent with
the recommended TCFD disclosure requirements, and our areas of focus for FY 2024.
Disclosure is consistent with recommended
TCFD and CFD requirements
Disclosure is not consistent with recommended TCFD
requirements, with focus on further improvements in FY 2024
TCFD recommended
disclosures
Relevant section within this report
Timeline
TCFD pillar
Governance
Disclose the organisation’s
governance around
climate-related issues and
opportunities.
(a) Describe the Board’s oversight
of climate-related risks and
opportunities.
‘(a) Board oversight of climate-related
risks and opportunities (CFD A)’ section,
page 56.
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
‘(b) Management’s role in assessing
and managing climate-related risks and
opportunities’ section, page 57.
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s business,
strategy and financial planning
where such information is
material.
(a) Describe the climate-related
risks andopportunities the
organisation has identified over
the short, medium and long term.
‘(a) The climate-related risks and the
opportunities we have identified over
the short, medium and long term (CFD D)
section, pages 63-67.
(b) Describe the impact of climate-
related risks and opportunities
on the organisation’s business
strategy and financial planning.
‘(b) The impact of climate-related risks
and opportunities on our organisation’s
businesses, strategy, and financial planning
(CFD E)’ section, page 68.
Risk management
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
Metrics & targets
Disclose the metrics used to
assess and manage relevant
climate-related risks and
opportunities where such
information is material.
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 20 or
lower scenario.
‘(c) The resilience of our strategy, taking
into consideration different scenarios,
including a 20 or lower scenario (CFD F)’
section, pages 63-67.
(a) Describe the organisation’s
processes for identifying and
assessing climate‐related risks.
‘(a) Our processes for identifying and
assessing climate-related risks (CFD B)’
section, page 58.
(b) Describe the organisation’s
process for managing climate‐
related risks.
‘(b) Our processes for managing climate-
related risks’ section, page 62.
(c) Describe how processes for
identifying and managing climate‐
related risks are integrated into
the organisation’s overall risk
management.
‘(c) How our processes for identifying,
assessing and managing climate-related
risks are integrated into our organisation’s
overall risk management (CFD C)’ section,
page 62.
(a) Disclose the metrics used
to assess and manage relevant
climate-related risks and
opportunities where such
information is material.
‘(a) Metrics used by our organisation
to assess climate-related risks and
opportunities in line with our strategy and
risk management process (CFD H)’ section,
page 69.
(b) Disclose Scope 1, Scope 2 and
if appropriate Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
‘(b) Our organisation’s Scope 1, Scope 2 and
Scope 3 greenhouse gas (GHG) emissions,
pages 28-29, and the related risks’ section,
page 52.
Responsibility report, page 25.
(c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets.
‘c. The targets we are using to manage
climate-related risks and opportunities
and performance against targets (CFD G)’
section, page 70.
The Responsibility Committee will continue
its oversight of climate-related risks and
opportunities, with regard to the latest
guidance and recommendations.
In FY 2024 the Committee will report back
against our management approach and
transition plan.
Future will continue to assess the impact
of climate-related risks and opportunities
on our strategy, with the aim of improving
resilience to material risks faced and
capitalising on opportunities, for example
delivering on our target of reducing GHG
emissions by 42% by FY 2030 - see further
detail on page 29. We also aim to increase
our coverage of climate-related editorial
content and further reduce our emissions
from digital advertising, in line with the
targets set on page 70.
Work will be undertaken to further integrate
climate-related risks into Future’s overall
risk management processes, including by
embedding the most material risks within
the Group’s principal risk register.
Future’s Scope 1 and 2 emissions
are disclosed on pages 28-29 of the
Responsibility Report.
We have commenced the process of
calculating our Scope 3 emissions for
the first time in FY 2023. The basis of
calculation is the GHG Protocol Corporate
Value Chain (Scope 3) Accounting and
Reporting Standard, and we have identified
which of the 15 categories are relevant
for Future and collated the relevant data.
We have published our initial view of our
Scope 3 emissions (FY 2022 data) on page
29 of the Responsibility Report, however
we recognise that there is further work
to do in FY 2024 towards full compliance.
This includes full completeness analysis
to ensure that all possible emissions are
adequately captured.
We have aligned our targets in accordance
with SBTi guidelines, but not submitted
them. We will build into our targets the
impact of acquired businesses once they are
integrated.
Commencing in FY 2024, progress will be
tracked against Future’s target of reducing
our GHG emissions by 42% by FY 2030 and
by 90% by FY 2050.
Financial reviewAnnual Report and Accounts 2023 56
Task Force On
Climate-Related
Financial Disclosures
Governance
Future’s understanding
and response to climate
change is part of the
Group’s wider ESG
Governance and Risk
Management processes.
The Board provides
ultimate oversight
of these processes,
supported by the Group’s
Executive Committees
and management
functions.
The diagram opposite shows how our
climate-related governance sits within
our business model.
a. Board oversight of climate-related risks and opportunities (CFD A)
Board
The Board has ultimate responsibility
for ESG Governance, including the
Group’s approach to climate change.
The Our Future, Our Responsibility ESG
strategy was considered and adopted
by the Board in December 2021. The
Board receives updates at least twice
a year from the Director of ESG on
performance against the ESG Strategy,
including the Group’s actions to mitigate
its carbon emissions. This is how the
Board monitors progress against
climate-related targets.
The results of the climate scenario
analysis (described on pages 59-61)
were reviewed and discussed at
the Board meetings in July and
September 2023.
Following review of this climate
scenario analysis, climate-related risks
have been considered as part of the
Group’s FY 2024 budget process and
three year plan review, for example,
the board discussed the importance of
climate risk on location strategy. None
of the risks identified have a material
impact on the business in the
short-term.
The Board has ultimate responsibility
for the Group’s risk control
environment, including annual review
of the Risk Register at its November
meeting. The Risk Register is signed off
by the CFSO (Penny Ladkin-Brand) and
CEO (Jon Steinberg).
Climate considerations were not part of
the decision-making process for the
acquisitions of Shortlist, ActualTech
and Gardening Know How made during
the year (see Strategic Report, page 10
for more detail), however following
the in-depth review of our climate-
related risks and opportunities
conducted during FY 2023 and the
setting of related metrics and targets,
the impact on our climate strategy will
be considered as part of our
decision-making process for any
future acquisitions.
Future is a low-capital expenditure
business, therefore decisions made
regarding capital expenditure would
not have a significant impact on our
climate strategy and have therefore
not been taken into account for capital
expenditure-related decisions during
FY 2023.
Audit and Risk Committee
The Audit and Risk Committee
leads its work on the internal control
environment, including reviewing risks
from emerging legislation.
The Committee has responsibility for
approving the Group’s TCFD disclosures
as part of the Annual Report and
Accounts process and meets with the
Responsibility Committee at least twice
per year. The Chair of the Audit & Risk
Committee also reports back to the
Board after every Committee meeting.
A workshop was held in FY 2023 with the
Audit and Risk Committee members to
provide input and feedback on the risk
identification and assessment process.
See pages 78-79 for the members of the
Audit and Risk Committee.
Responsibility Committee of the Board
The Group has appointed a
Responsibility Committee consisting
of Hugo Drayton, Angela Seymour-
Jackson, Meredith Amdur and
Jon Steinberg. The Responsibility
Committee oversees and manages
climate-related risks and opportunities.
Its duties include reviewing progress
against priorities and objectives, and
the effectiveness of risk management.
In FY 2023, its climate responsibilities
have focused on gathering our Scope
3 data and the risks and opportunities
assessments, and in FY 2024 the
Committee will report back against
our management approach and
transition pathway.
All Board members are invited to attend
each meeting of the Responsibility
Committee, even if they are not formal
members, providing important context
for whole-Board discussions. The Chair
of the Responsibility Committee also
reports back to the Board after every
Committee meeting.
The Responsibility and Audit and Risk
Committees connect twice per year to
ensure the risk process is holistic. The
Chair of the Audit and Risk Committee,
Alan Newman, attends the Responsibility
Committee meetings at least twice a
year, when climate responsibilities and
actions are discussed.
Future plc 57
Board of Directors
Responsibility Committee
of the Board
Audit and Risk Committee
of the Board
Executive Leadership team
COO
Responsibility Steering Group
Director of EGS
Risk and Compliance Function
SVP of Operations
Oversight, review and challenge
Delegate
Information sharing
facilitating internal reporting and review
by the necessary management teams.
This Group has driven the climate
scenario analysis described below and is
responsible for acting on the outcomes
of that analysis, which included the
reduction of emissions from digital
advertising during FY 2023, with further
actions to be taken during FY 2024. This
Group provides quarterly input to the
Director of ESG and COO.
Risk & Compliance Function
The Group Risk and Compliance
Function is responsible for the risk
compilation and review process. The
SVP of Operations is responsible for
ESG-related risks affecting Future’s
physical supply chain (primarily paper
and print).
Remuneration Committee
Future’s Executive Director
remuneration policy, as disclosed in our
FY 2022 Annual Report, introduced an
ESG measure applying to 10% of the
annual bonus amount. The ESG measure
was related to staff engagement for FY
2023. This is Future’s first step along
a path to include ESG metrics in our
incentive scorecards. We have started
with a people measure given its success
as a business is closely tied to our ability
to recruit, retain and engage a highly
talented workforce.
Managing our emissions is an important
part of mitigating the risks we face
from climate change, as increasingly
consumers, advertisers and employees
want to see us make progress toward
net zero. A carbon reduction target will
be added to our variable pay awards. We
will do this through the PSP award as a
three year target for carbon reduction
aligns with the longer term nature of the
initiatives rather than an annual target.
Whilst good progress has been made
toward measuring our carbon emissions
and setting goals for 2030 and 2050, we
are not yet ready to have robust interim
targets which align with the performance
window of this year’s PSP award. We
are therefore not including a carbon
reduction target for this year’s PSP but
the Committee will keep under review
the opportunity to do so for the 2024
award once the pathway toward our
2030 goal has been fully scoped.
See pages 78-79 for the members of the
Remuneration Committee.
b. Management’s role in assessing and
managing climate-related risks and
opportunities
ELT oversight
The Chief Operating Officer, Eric Harris,
has ultimate responsibility for delivery
of the Our Future, Our Responsibility
ESG strategy, including the Group’s
climate commitments. He leads the
Responsibility Steering Group and,
alongside the Director of ESG, reports
back to the Board at least twice a year
on the progress against climate-related
initiatives and targets, which are driven
by the Responsibility Steering Group.
Responsibility Steering Group
The Board has appointed a
Responsibility Steering Group of
internal subject matter experts to
oversee the delivery of the Our Future,
Our Responsibility strategy, including
the compilation of ESG indicators and
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Risk management
a. Our processes for identifying and assessing climate-related risks (CFD B)
Working with our
external advisors,
Carnstone, we
identified a range of
climate outcomes
and developed
1.5⁰C, 2⁰C and 3⁰C
scenarios based on
the latest available
IPCC, IEA and PRI
IPR models
The scenarios
were presented
to the board and
management and
workshops were
held with internal
subject matter
experts to identify
the potential impact
on Future as a
business. This led to
the genertation of
our list of risks and
opportunities on
pages 63-67.
Detailed modelling
of the most
impactful physical
and transition risks
and opportunitoes
was performed,
based on the short-,
medium- and long-
term timeframes as
set out below.
Based on this
modelling the
materiality and
likelihood of the risks
and opportunities
was determined,
as presented in the
table on pages 63-67
and presented to the
Board and Audit and
Risk Committee.
Further workshops
were held with
internal subject
matter experts
and our external
advisors, Carnstone,
to determine
appropriate metrics
to measure each risk
and opportunity.
Targets to mitgate
against risks were
determined and
agreed by the Board
(see table on pages
63-67).
Risk assessment criteria
The table on pages 63-67 summarises
the risks and opportunities that the
Group has identified, along with their
classification, materiality, likelihood, the
timeframe over which they are expected
to materialise and Future’s management
approach.
Our definition of a material financial
impact is an increase or decrease in profit
before tax of over £8m, being the level at
which investors would consider a risk to
be material to the Group’s results.
Timescales are defined as:
• Short-term: occurring within 0-3
years, which is aligned to the Group’s
3-year forecasting period and would
rely on exacerbation of the transition
risks, e.g. regulation and a downturn in
consumerism, that would have to come
to fruition in order for global warming
not to peak higher than 1.5°C above pre-
industrial levels and to remain below
that on an ongoing basis;
• Medium-term: 3-7 years i.e. to 2030,
which is aligned to Future’s target of
reducing our carbon emissions by
42% by 2030. In a 1.5°C scenario this
could mean, for example, carbon taxes
of ~£100/tCO2e (as per the IEA WEO
scenarios), or, in a 3°C scenario, flood
damages that are 2.5 to 3.9 times
higher in comparison to a 1.5° scenario
without adaptation; and
• Long-term: 7+ years i.e. to 2050, which
is aligned with the UK Government’s
2050 Net Zero target, and the
timeframe over which we expect risks
to arise, including the physical impacts
of climate change. A 1.5°C scenario
could mean, for example, carbon taxes
of ~£300/tCO2e, or, in a 3°C scenario, a
very high degree of physical risks such
as flooding.
Scenario analysis
To stress test the Group’s performance,
and understand the resilience of the
business under a range of climate
outcomes, we have defined three
climate scenarios for analysis, based
on the latest information from the
Intergovernmental Panel on Climate
Change (IPCC) and International Energy
Agency (IEA):
1) a scenario where the world warms by
1.5°C and we see long-term stability
through an orderly transition;
2) a second scenario where the we see a
slower transition leading to unstable
and increasingly unmanageable
outcomes as the world warms by 2°C;
and
3) a third scenario where a failure to act
leads to irreversible change and in
some cases an uninhabitable world
which has warmed by 3°C.
Modelling methodology
For each scenario we have modelled the
impact of the transition and physical
risks identified, with a summary of the
results shown on pages 63-67, including
the approximate financial impact and
likelihood of the highest transition risks,
physical risks
and opportunities.
Future plc 1.5°C Scenario
59
Long-term stability through an orderly
transition.
We have selected this scenario because
1.5°C of global warming is widely
accepted as the “safe level” by the
scientific community and therefore
what the global community is striving to
achieve. It is also the level of ambition
used by the Science-Based Targets
initiative (SBTi) for large corporations,
with which Future will align its GHG
reduction targets.
We have used the IPCC’s RCP 2.6 &
SSP1 scenario, the IEA’s ‘Sustainable
Development Scenario’ and the PRI
IPR 1.5C Required Policy Scenario to
model a long-term orderly transition
to a low carbon economy as sufficient
regulatory action is taken to limit the
global temperature rise to the Paris
Agreement goal of 1.5°C (by 2100),
resulting in significant transition risks.
This includes, a change in consumption
habits impacting advertising and
eCommerce affiliates, and sustained
increases in carbon pricing from
2025, whilst audience interest in
climate-related content and consumer
interest in sustainable products create
opportunities.
Assumptions:
In this scenario, action taken around
the world has achieved the aims set out
in the 2015 Paris Agreement - global
temperatures have been limited to
1.5°C compared to pre-industrial levels.
There have been some physical changes
and achieving this goal has required an
unprecedented and substantial shift in
policy and behaviour.
Physical:
• At 1.5°C of warming, 14% of the
global population is exposed to
severe heat at least once every 5
years. Sea level rise reaches 0.4
metres by 2100, putting 20% more
people at risk of a 100-year flood.
However, the worst effects of
climate change have been avoided
and inhabited areas of the world
remain habitable.
• Deforestation is halted by 2030,
and the world switches to planting
swathes of new forest. Carbon
removal technologies are deployed
at scale, and emissions from
methane and other gases are
reduced by c.75%.
Policy:
• Unprecedented policy changes
have been implemented to limit
global warming to 1.5°C. Emissions
have peaked between 2020 and
2025, and are then falling sharply.
Net zero is reached by the early
2050s. Carbon taxes are common
and have been implemented across
main jurisdictions including the EU,
UK and US, with the price of carbon
at ~£100/tCO2e by 2030, rising to
~£300 by 2050.
Energy:
• The use of fossil fuels (coal, oil,
gas in that order) is rapidly phased
out, starting with coal in 2035
through bans, taxes and other policy
incentives. The world uses 100%
clean power by 2045.
Infrastructure:
• Transport and buildings become
increasingly efficient. New buildings
are increasingly electrified, and
existing buildings are retro-fitted
to become more energy efficient
at double today’s rate. The
electrification of new transport
reaches 100% by 2050 globally.
Emissions from transport are 59%
lower than they were in 2020.
Consumers:
• Consumers are highly interested
in climate-related content. For
example, how to reduce the carbon
footprint of their homes, diet, travel
and other lifestyle choices.
• The rapid increase in climate
awareness and literacy means
that consumers are attracted to
responsible companies who can
demonstrate sustainable attitudes.
• Consumption, especially
mass consumption and linear
consumption, is increasingly seen
as excessive. The sharing and digital
economies grow.
• Media and ad campaigns are
increasingly focused on
sustainable storylines.
Expected impacts on Future’s
stakeholders:
• Increase in audience interest in
climate-related and sustainability-
focused content and tips on how
they can reduce GHG emissions in
their daily lives.
• Increasing competitive advantage
in attracting and retaining talent
for companies with strong climate
commitments.
• Increasing integration of climate
performance in investment
decisions and investor engagement
• Increased expectations on the
quality and detail of climate
reporting by companies and
maturing reporting standards
mean disclosures cost more time
and resource.
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2°C Scenario
A slower transition leads to an unstable, and increasingly unmanageable, world.
We have selected this scenario because
the actions taken so far by governments
(e.g. regulation) has not been as rapid
and systematic as it would need to be in
order to limit global warming to 1.5°C.
Current warming projections based on
current policies, announced policies
and commitments are predicted to
lead to 1.8-2.4°C of warming by 2100.
Therefore, we believe 2°C is currently a
more realistic outcome. It is also what
the Paris Agreement strives for (“well
below 2°C”).
We have used the IPCC’s RCP 4.5
& SSP2 scenario, the IEA’s ‘New
Policies Scenario’ and the PRI IPR
‘Forecast Policy Scenario’ to model
a mid-term transition to a low carbon
economy where some new policies
are implemented but this is slow and
inconsistent, with Net Zero reached in
the early 2070s.
This results in moderate transition
risks, with amplified physical risks,
including increased labour costs and
an exodus of talent if city locations
become unattractive, increased costs
ro, upgrading digital equipment and data
centres, and agencies and advertisers
increasingly wanting to place business
with companies on ‘green’ lists .
Consumers:
• Interest in climate-related content,
such as home improvements or
lifestyle choices, peaks and troughs
during the 2020s and 2030s,
linked to key events such as COP
conferences but also climate
impacts such as heatwaves or
cold snaps.
• In the 2040s, as the adverse
impacts of climate change become
apparent, sustainability becomes a
more important consideration for
consumers, and some consumers
start boycotting brands which are
seen as unsustainable.
• Consumers increasingly focus on
low-carbon products, expecting a
high degree of transparency.
• Advertising and media campaigns
are used by organisations to make
the case for sustainability.
Expected impacts on Future’s
stakeholders:
Employees demand support and
flexibility from employers in dealing with
physical climate impacts.
Mixed response from investors, with
some making it a focus of investment
decisions and others remaining focussed
on financial performance or other parts
of ESG (e.g. social performance).
Assumptions:
Not much has changed from today.
Action to reduce emissions has
been taken, but it’s not the rapid and
systematic shift that scientists and
activists have called for. Climate Change
ebbs and flows in the consciousness
of leaders and the general public alike.
Global temperatures continue to climb at
a similar pace to what we see today until
the 2nd half of the Century. The impact is
clear to see for many:
Physical:
• At 2°C of warming, 37% of the global
population is exposed to severe heat
at least once every 5 years. Sea level
rise reaches 0.5 metres by 2100.
• Cost of flood damage will be higher
by 1.4 to 2 times, in comparison to a
1.5°C scenario without adaptation.
Policy:
• Policies beyond current
commitments have been
implemented, but they are
piecemeal and erratic, with
uncertainty remaining over the
medium to long term. Emissions
peak in the 2020s and Net zero
is reached by the early 2070s. A
carbon price of ~£25/tCO2e by
2030, rising to £100/tCO2e by 2050,
is common in developed countries.
Energy:
• The use of fossil fuels is limited,
particularly coal and oil. Renewables
reach around 80% of the energy mix
by 2050. Energy prices decrease by
12% in Advanced Economies.
Infrastructure:
• Global emissions from transport
decrease by 29% by 2050 compared
to 2020.
Future plc 3°C Scenario
61
Failure to act leads to an irreversible, unstable, and in some cases uninhabitable, world.
We have selected this scenario as
a “reasonable worst case”. If only
current and announced policies are
implemented the world is expected to
warm by around 2.7°C by 2100. There is
a risk of tipping points being breached,
leading to runaway climate change. The
consequences of this would however
be impossible to predict; therefore the
3°C scenario is the highest at which we
believe we can evaluate the resilience of
our business.
We have used the IPCC’s RCP 8.0 &
SSP5 scenario and the IEA’s ‘Current
Policies Scenario’ to model the impact
of substantial and irreversible changes
to the planet where multiple tipping
points are reached, further accelerating
GHG emissions and physical impacts
of climate change. In this scenario
transition risks are minimal as policies
are maintained at current levels, with
very few new climate policies introduced.
Assumptions:
Economies around the world have
continued to be powered by fossil
fuels and promises made by global
leaders have been largely ignored. Life
has continued much the same; it is
“business as usual”. Global warming has
accelerated and the impact of changes
in climate are all around, tangible and in
some cases (increasingly) catastrophic:
Physical:
• At 3°C of warming, we see significant
changes to the planet. These are
substantial and irreversible, as various
tipping points are breached, leading
to rapid and abrupt increases in
emissions and fast-changing impact.
• Flood damages will be 2.5 to 3.9
times higher in comparison to a 1.5°C
scenario without adaptation. 100-
200% more people are exposed to a
100-year coastal flood.
Policy:
• Climate policy is maintained at its
current level globally. This means that
major economies reduce emissions
gradually towards 2030, reaching
Net Zero between 2050 and 2100.
Globally, however, emissions continue
to rise.
Energy:
• Oil consumption keeps growing until
2075, when it stabilises at about twice
current levels. Coal consumption
also increases slightly. Natural gas
becomes the main energy source
by 2100. About 20% of the mix is
renewables.
Infrastructure:
• There are small gains in the efficiency
of transport and buildings, and about
50% of new transport is electric
globally by 2060. Existing buildings
are retro-fitted to become more
energy efficient at the current rate.
Consumers:
• Consumption, energy use and
disposable income grow in the 2020s
and 2030s fuelled by fossil fuel
consumption. Consumer behaviour
is driven by individualism, with
continuing success for carbon-
intensive sectors and brands.
• By the 2040s, consumers start to
see lifestyle disruption and start
valuing reliability and quality as much
as price. By the 2050s, crop failures
lead to sudden and large increases in
commodity prices, inflation and less
disposable income for consumers.
• Mass migration, hitting its peak by the
2050s, leads to deep structural shifts
in key markets, leading to changes
across society and political systems.
• Frequent disruption and lower
desirability of certain destinations
lead to growth in digital entertainment
and reduction in international travel
and connections.
• From the 2040s, brands start
attempting to position themselves
as solutions to the new, disrupted,
climate reality.
Expected impacts on Future’s
stakeholders:
• Little change in audience interest in
climate-related content in the short
or medium-term; increased interest
in analysis and predictions of future
impacts and how people can adapt in
the long-term (2040 and beyond).
• Employees depend on employers
to provide “climate-safe” spaces
to work, including heatwave-proof
offices. They also increasingly
adopt a migratory lifestyle based on
seasons to avoid climate extremes.
Expectations on Future to provide
security to its employees through
insurances, encouraging healthy
lifestyles, and help manage stress
and other mental health issues.
• Increased disposal and acquisition
activities by investors to protect
portfolios from economic upheaval.
Competitive advantage for climate-
resilient businesses
• Limited decarbonisation of
infrastructure and electrification
of transport.
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b. Our processes for managing
c. How our processes for identifying, assessing and managing climate-
climate-related risk
related risks are integrated into our organisation’s overall risk
management (CFD C)
During FY 2023, we have further
disaggregated and investigated this
risk, through the use of detailed climate
scenarios as described on pages 59-
61, leading to a more detailed set of
identified risks and management actions.
In the short-term (defined as occurring
within 1-3 years), we have identified one
climate-related risk which could have a
moderate impact on the business: the
loss of advertising revenue if Future
were to miss expected emissions
targets. This risk has been included
within the ‘Climate change’ Principal
Risk in the Group’s Principal Risks
section on page 52.
Future operates a model of three lines
of defence, executive management
- who are responsible for day-to-day
management of risks, including climate-
related risks - acting as the first line of
defence; second line support and advice
is provided by specialist functions such
as Compliance, Legal and Privacy and
the Director of ESG. Finally, the overall
effectiveness of the climate-related
risk control environment will be tested
by the Group’s internal audit function
commencing in FY 2024 - being the
third line of defence - via a risk-based
programme of regular audit and review
of internal controls. This programme is
developed based on the risk narrative
and control descriptions provided by
the risk owners.
We have an established process for risk
identification and control, under the
supervision of the CFO (Penny Ladkin-
Brand) and overseen by the Audit and
Risk Committee. A fuller description
of the risk control process and the risk
register is found on pages 48-52.
Risk identification: There is a twice-
yearly exercise to identify risks and
compile the Group’s Risk Register.
During the year, we have identified
our climate-related risks via in-depth
workshops as detailed on page 58.
From FY 2024 onwards, executive
stakeholders across the business,
including all ELT members, will be
consulted to identify changes in risk and
emerging/new risks for consideration.
Identified risks are evaluated for
likelihood, impact and the effectiveness
of mitigation, with the Board reviewing
the most material climate-related risks
annually. Every risk on the Register is
formally owned by a member of the ELT.
The Group considers the risk of existing
and emerging regulatory requirements
in determining our climate-related risks
(see table on pages 63-66) and will
continue to monitor developments in
regulatory requirements going forwards.
Climate and environmental risk: A
general risk from failure to meet ESG
standards was identified as an emerging
risk and included in the FY 2022 Risk
Register, which included the Group’s
impact on climate change through
energy use, the Group’s GHG reduction
commitments, the need to develop
greener products and to use more
sustainable materials. The ownership
of this risk was assigned to the full ELT,
reflecting its general nature.
Future plc Strategy
63
a. The climate-related risks and the opportunities we have identified over the short, medium and long term (CFD D)
b. The impact of climate-related risks and opportunities on our organisation’s businesses, strategy, and financial
planning (CFD E)
The process of identifying risks and
opportunities included our assessment of the
impact at a geographical level and by business
sector, for example the physical risks for
our office locations globally, and transition
risks and opportunities for certain revenue
streams, as shown in the table below. Certain
risks were identified which did not have a
moderate or material impact on our business
under any scenario or timeframe, and which
have therefore been excluded from the table
below. This includes, for example, the risk to
our paper supply chain which is mitigated by
our ‘digital first’ strategy (see page 68).
Potential annual impact on profit before tax of most significant risks and opportunities (unmitigated):
Risks
Opportunities
Timescale
Low: <£3m reduction in profit before tax
Low: <£3m increase in profit before tax
Short-term: 0-3 years
Moderate: £3m-£8m reduction in profit before tax
Moderate: £3m-£8m increase in profit before tax
Medium-term: 3-7 years
Major: >£8m reduction in profit before tax
Major: >£8m increase in profit before tax
Long-term: >7 years
Detailed risks
1. Increased regulatory costs in the transition to a low-carbon world
Risk
Scenario
Short
Timeframe
Medium
Long
Transition Risk - Policy & Legal
1.5o
Regulation to limit GHG emissions and
transition to Net Zero is likely to lead to
increased costs in the form of carbon
taxation, which has already been imposed
by many nations worldwide.
Unlikely and Low Impact
Even in a 1.5o scenario carbon
taxation in our sector is not likely
within the next 0-3 years, so we
expect the financial impact on our
business to be negligible.
Unlikely and Low Impact
As per the 1.5o scenario.
2o
3o
Unlikely and Low Impact
In a 3o scenario climate policy will be
maintained at its current level globally (i.e.
no carbon taxation for businesses in our
sector). Therefore we do not expect to see
a financial impact on our business.
Virtually Certain and Moderate Impact
Virtually Certain and Moderate Impact
In order for the world to limit global
warming to 1.5o by 2100, increased
and stronger regulation will need to be
in place by this point in time, including
carbon taxation, which could be as high
as ~£100/tCO2e by 2030. Therefore
we expect to see a moderate financial
impact on our business.
In order for the world to limit global
warming to 1.5o by 2100, increased
and stronger regulation will need
to be in place by this point in time,
including carbon taxation. We expect
our emissions to have dropped by 90%
by 2050, but carbon taxation could
be as high as ~£300/tCO2e by 2050
and we will have experienced carbon
taxation through the 2030s and 2040s.
Therefore we expect to see a moderate
financial impact on our business.
Very Likely but Low Impact
Very Likely but Low Impact
In order for the world to limit global
warming to 2o by 2100, increased and
stronger regulation will need to be in
place by this point in time, including
carbon taxation, which could be ~£25/
tCO2e by 2030. However, when
compared with ~£100/tCO2e in a
1.5o scenario, this should have a lower
financial impact on our business.
In order for the world to limit global
warming to 2o by 2100, increased and
stronger regulation will need to be in
place by this point in time, including
carbon taxation. However, we expect
our emissions to have dropped by
90% by 2050, and therefore whilst
carbon taxation could be as high as
~£100/tCO2e by 2050 in this scenario,
the financial impact on our business
should be minimal.
Unlikely and Low Impact
Unlikely and Low Impact
As per the Short timeframe.
As per the Short timeframe.
How we are responding
Metrics
Targets
We are committing to near-term and long-term carbon reduction targets, and have already started
to take steps to reduce the amount of carbon we emit in our business through our value chain.
Where possible, we’re already moving to renewable energy sources. In FY 2022 our emissions
from energy use from data centres was mitigated by switching to 100% renewable electricity. We
have also reduced our emissions from digital activity (see “How we are responding” section in the
risk below “Changes in the Advertising Sector”).
Scope 1, 2 and 3 footprint (see pages
28-29 of the Responsibility section of
this report).
Percentage of our electricity coming
from renewable sources.
42% reduction in our overall emissions
by FY 2030.
90% reduction in our overall emissions
by FY 2050.
From FY 2024, we plan to start working with our key suppliers on improving sustainability and
have begun work on a suitable framework to enable this.
We expect the impact of this risk to reduce over time as we reduce our direct and value chain
emissions and move closer towards our carbon reduction targets. As in all scenarios the impact is
not greater than moderate, and we are mitigating this impact as described above, we are satisfied
the business is resilient to the impact of this risk.
Link to principal risk Climate Change (see page 52).
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2. Changes in the Advertising Sector
Risk
Scenario
Short
Timeframe
Medium
Long
Transition Risk - Market
1.5o
Agencies and advertisers increasingly want
to place business with publishers who can
demonstrate low GHG emissions from their digital
value chain.
The risk to our business would be substantial if
we were not able to align ourselves with their
expectations.
There is also a risk that the expectations could
change, for example, to be carbon negative,
which would need to be considered in terms of
how quickly we as a business move towards our
carbon reduction targets, particularly within the
digital space. We will continue to monitor agency
and advertiser feedback and revisit this risk in FY
2025 if we deem it to be necessary.
It is also a potential opportunity for Future to gain
market share of digital advertising as a green
listed premium publisher since advertisers will be
likely to move their money away from non-green
listed, less reputable websites.
2o
3o
Virtually Certain and Moderate
Impact
We have already seen this
happening in FY 2023 and have
taken action as a result.
Virtually Certain and Moderate Impact
Virtually Certain but Low Impact
We have already seen this happening
in FY 2023 and have taken action
as a result. Additionally, we expect
to have taken further action by
the time we reach 2030, based on
recommendations from Scope3.com.
The financial impact on our business is
assessed as moderate.
We have already seen this happening
in FY 2023 and have taken action as
a result. Additionally, we expect our
overall emissions to have dropped by
90% by 2050 and therefore should
automatically be on all “green”
lists, so the financial impact on our
business should be minimal.
Virtually Certain and Moderate
Impact
As per the 1.5o scenario.
Virtually Certain and Moderate Impact
As per the 1.5o scenario
Virtually Certain but Low Impact
As per the 1.5o scenario.
Virtually Certain and Moderate
Impact
As per the 1.5o scenario.
Virtually Certain and Moderate Impact
As per the 1.5o scenario.
Virtually Certain but Low Impact
As per the 1.5o scenario.
How we are responding
Metrics
Targets
Our digital GHG emissions, as
measured by Scope3.com (see current
progress in the box to the left).
Our intention is to reduce our
emissions from digital advertising to
under 150 gCO2e per ad impression
by the end of FY 2024.
Future started working with Scope3.com in FY 2023 to identify and reduce our emissions from digital
advertising, in line with expectations from agencies and advertisers.
We have already reduced our digital GHG emissions by a considerable amount and now feature on
“green” lists, however as our competitors reduce their digital GHG emissions further so must Future,
in order to mitigate this risk. In addition, the expectations could potentially change, with agencies and
advertisers requiring publishers to be able to demonstrate they are carbon negative.
In FY 2022 our digital GHG emissions were 1,125.1 gCO2e per ad impression. In FY 2023, we reduced
this to c.170 gCO2e per ad impression. We have achieved this by taking actions such as:
- Removing duplicate programmatic accounts
- Removing unnecessary legacy ads.txt entries
- Removing some 3P partners from our Hybrid ad stack
- Reducing the volume of entries allowed in our ads.txt for the remaining 3P partners
As in all scenarios the impact is not greater than moderate, and we are mitigating this impact as
described above, we are satisfied the business is resilient to the impact of this risk.
We will continue to measure our gCO2e per ad impression on a quarterly basis, which will be
benchmarked against competitors’ gCO2e per ad impression.
Link to principal risk Climate Change (see page 52).
Future plc 65
3. Increase in operational costs
Risk
Scenario
Short
Timeframe
Medium
Long
Transition Risk - Policy & Legal
1.5o
There is a risk that our overall operational costs
could increase as a result of energy prices
increasing (due to costs being passed on to
Future in order to cover investment in renewable
energy sources, retrofitting buildings etc.), which
would have a medium to long term impact on our
business.
Unlikely and Low Impact
Virtually Certain and Moderate Impact
Virtually Certain and Low Impact
In order for the world to limit
global warming to 1.5o by 2100,
there will need to be considerable
investment in renewable energy
sources, buildings will need to be
retrofitted to become more energy
efficient etc., and these costs will
be felt throughout the supply chain.
However, we do not believe this is
likely within the next 0-3 years, so
we expect the financial impact on
our business to be negligible.
In order for the world to limit global
warming to 1.5o by 2100, there will
need to be considerable investment in
renewable energy sources, buildings
will need to be retrofitted to become
more energy efficient etc., and these
costs will be felt throughout the supply
chain. Therefore we expect to see
a moderate financial impact on our
business.
As per the Short and Medium term
scenarios. However, in the long
term renewable energy will become
cheaper than fossil fuels (in a 1.5C
scenario this could be by 2030, with
renewable electricity leading to a
~20% decrease in electricity prices
in Advanced economies), which
would reduce the financial impact as
time goes on.
2o
3o
Unlikely and Low Impact
As per the 1.5o scenario.
Very Likely and Low Impact
This will happen more slowly than in
the 1.5o scenario and therefore we
would expect the likelihood and impact
to be less than in the 1.5o scenario.
Unlikely and Low Impact
In a 3o scenario the electrification
of buildings will grow at the current
rate, and existing buildings will
be retrofitted to become more
energy efficient at the current rate.
Therefore we do not believe this is
likely to have a financial impact on
our business.
Very Likely and Moderate Impact
In a 3o scenario the electrification of
buildings will grow at the current rate,
and existing buildings will be retrofitted
to become more energy efficient
at the current rate. However, in this
scenario it’s very likely the world will be
experiencing a substantial increase in
heat waves. Therefore businesses will
need to adapt e.g. air conditioning units
will need to be used more frequently
in hotter locations, which will push
up demand and therefore energy
prices. Therefore we expect to see
a moderate financial impact on our
business.
Virtually Certain and Moderate
Impact
Similarly to the 1.5o scenario, in order
for the world to limit global warming
to 2o by 2100, there will need to
be considerable investment in
renewable energy sources, buildings
will need to be retrofitted to become
more energy efficient etc., and these
costs will be felt throughout the
supply chain. This will happen more
slowly than in the 1.5o scenario and
therefore the costs will be passed on
later in this scenario. Therefore we
expect to see a moderate financial
impact on our business.
Very Likely and Moderate Impact
In a 3o scenario the electrification
of buildings will grow at the current
rate, and existing buildings will be
retrofitted to become more energy
efficient at the current rate. However,
in this scenario, and by the end of
the century, it’s virtually certain the
world will experience an exponential
rise in heat waves and those events
will be significantly hotter. Therefore
businesses will need to adapt e.g.
air conditioning units will need to
be used more frequently in hotter
locations (if indeed those locations
are still habitable), which will push up
demand and therefore energy prices,
which are likely to be much higher
than in the medium term scenario.
We expect to see a moderate
financial impact on our business.
How we are responding
Metrics
Targets
The reduction initiatives we will be putting in place in order to reach our near-term and long-term
carbon reduction targets will naturally reduce our energy usage, therefore reducing the risk caused
by a rise in energy prices. We also expect to move more of our energy usage to renewables, which will
become cheaper than fossil fuels over time.
Scope 1, 2 and 3 footprint.
Increase in energy prices.
42% reduction in our overall
emissions by FY 2030.
90% reduction in our overall
emissions by FY 2050.
In addition, we continually review our cost base so that any increases can be managed and profit
margins retained.
Link to principal risk Climate Change (see page 52).
Financial reviewAnnual Report and Accounts 2023 66
Future plc
Task Force On
Climate-Related
Financial Disclosures
4. Resilience of our business to extreme weather events
Risk
Scenario
Short
Timeframe
Medium
Long
Physical Risk - Acute
1.5o
In order for the world to limit global warming to
1.5o by 2100, increased and stronger regulation
would need to be in place. If this doesn’t happen,
we’re more likely to move towards a 3o scenario,
and in this case, Future could face increased costs
and business interruption due to the physical
impacts of climate change. This includes:
Labour costs if several of our current office
locations become unattractive and see an exodus
of talent.
Costs of digital equipment if current equipment
needs to be upgraded to withstand higher
temperatures.
2o
Costs to either upgrade data centres, or to move
them out of locations subject to extreme heat or
flooding. We have two in London, one in South
Wales and one in New York.
Unlikely and Low Impact
Even in a 1.5o scenario it’s unlikely
we will see much change in terms
of heat waves and/or flash flooding
in most locations in the next 0-3
years, so the financial impact on
our business should be minimal.
Likely and Low Impact
Whilst in the next decade (in a 1.5o
scenario) we are set to experience a
nearly 50% rise in heat waves (even
with regulation), and with those
events being even hotter than before,
this will mainly affect the Southern
Hemisphere, however it could impact
LA. We expect to see a minimal
financial impact on our business.
Likely and Low Impact
So long as the regulation remains
in place and we remain at 1.5o we
expect to be in a similar position by
this point as the medium term.
Unlikely and Low Impact
In a 2o scenario it’s likely we will
start to see an increase in heat
waves and/or flash flooding in
some locations in the next 0-3
years, but we expect this to happen
slowly and therefore that the
financial impact on our business
should be minimal
Very Likely and Moderate Impact
In a 2o scenario it’s very likely we will
be experiencing a significant increase
in heat waves and/or flooding in some
locations by this point, especially in
Sydney, LA, New York and Cardiff. We
expect to see a moderate financial
impact on our business due to the
adaptations we would need to make.
3o
Unlikely and Low Impact
In a 3o scenario it’s likely we will
start to see an increase in heat
waves and/or flash flooding in
some locations in the next 0-3
years, but we expect this to happen
slowly and therefore that the
financial impact on our business
should be minimal.
Very Likely and Major Impact
In a 3o scenario it’s very likely we will
be experiencing a substantial increase
in heat waves and/or flooding in some
locations by this point, especially in
Sydney, LA, New York and Cardiff,
which will be more severe than in a 2o
scenario. Therefore we expect to see a
major financial impact on our business
due to the adaptations we would need
to make.
Very Likely and Major Impact
In a 2o scenario and around 2050
we expect to see extreme heat
waves affecting LA and Sydney,
and potentially wildfires. At other
times of the year it’s likely we will
see severe flooding in New York and
much of Cardiff may be underwater,
putting both of those office locations
at risk. We expect to see a major
financial impact on our business due
to the adaptations we would need
to make.
Virtually Certain and Severe Impact
In a 3o scenario, and by the end of the
century, it’s virtually certain the world
will experience an exponential rise
in heat waves and those events will
be significantly hotter. In addition,
the hotter atmosphere will result in
a sharp increase in wildfires in every
continent. At other times of the year
it’s virtually certain we will see severe
flooding in New York and much of
Cardiff will be underwater. At this
point in time, our office locations
in Sydney, LA, London, Cardiff and
New York are all virtually certain to
be at risk. Therefore we expect to
see a severe financial impact on our
business due to the adaptations
we would need to make, and the
fact that if high warming levels
fundamentally change the physical
world and day to day living this would
also impact our entire business
model.
How we are responding
Metrics
Targets
We are exploring metrics to monitor
our exposure to this risk.
We do not currently set specific
targets in this area.
Whilst we fundamentally believe in the importance of offices to encourage in person community
building and collaboration, the global pandemic of Covid-19 proved our business can continue without
disruption if our colleagues work remotely for a period, and a large percentage of our workforce still
do work remotely. Therefore if we had to close some offices due to a location becoming uninhabitable
our colleagues could still continue to deliver their work, although relocation costs may increase.
We continually review our cost base so that any increases (such as upgrading our digital equipment or
data centres) can be managed and profit margins retained.
We have already put measures in place to mitigate these risks. If the location of the data centre in
South Wales was underwater we would stop all live workloads from there and workload would only
run from our London data centres. Each of our data centres have advanced cooling features such as
indirect evaporative air handling units and dry cooler systems. In London, our cages are located on
high floors within the building and have their own power source.
Finally, we consider alternative solutions in our Business Continuity Plan, which also includes guidance
for colleagues to refer to in emergency situations.
Link to principal risk Climate Change (see page 52).
Annual Report and Accounts 2023
Financial review
67
Detailed opportunities
1. Change in consumer behaviour
Opportunity
Scenario
Short
Timeframe
Medium
Long
Transition Opportunity - Market/Products &
Services
1.5o
Unlikely and Low Impact
Likely and Moderate Impact
Likely and Major Impact
Consumer interest in, and requirements for,
sustainable products could open up new verticals
for Future. An increased desire to understand
the climate impacts of consumption could create
opportunities for Future to be a trusted partner
in guiding climate-motivated consumer choices.
Product comparisons based on green credentials
such as carbon footprint is an area of opportunity
Future is best-placed to capitalise on given the
product reviews we write and the associated
eCommerce revenue.
If we were to see an increase in climate-related
search trends we would publish more climate-
related content to meet this increased need. We
would expect advertising revenue to increase
in line with this. However, in each scenario we
recognise that some titles may become less
desirable and therefore we would expect to see
some balance.
In order for the world to limit
global warming to 1.5o by 2100,
and in addition to rapid changes in
regulation, audiences will have to
start to become more interested
in climate-related content. Whilst
this will need to start happening in
the next 0-3 years, we expect this
to build over time. In addition, our
content will naturally be created
over time, and consumers will not
necessarily be at the stage within
the next 0-3 years whereby they
will actually start buying products
that will help them to reduce their
own GHG emissions in any kind
of scale.
Unlikely and Low Impact
In a 2o scenario, interest in
climate-related content will peak
and trough during the 2020s and
2030s, linked to key events such as
COP conferences but also physical
climate impacts such as heat
waves and/or flash flooding. There
is a Low impact in the medium
term.
2o
3o
In order for the world to limit global
warming to 1.5o by 2100, and in
addition to much stronger regulation,
audiences will have to start to become
highly interested in climate-related
content. Climate policy will increasingly
affect people’s lives, and audiences
will become more interested in quality
and detailed analysis on tips around
how they could reduce GHG emissions,
including product reviews.
As per the Medium timeframe, in
order for the world to limit global
warming to 1.5o by 2100, and in
addition to much stronger regulation,
audiences will have to start to
become highly interested in climate-
related content. Climate policy will
increasingly affect people’s lives,
and audiences will become more
interested in quality and detailed
analysis on tips on how they could
reduce GHG emissions, including
product reviews.
Unlikely and Low Impact
As per the Short timeframe.
Likely and Moderate Impact
In a 2o scenario and post the
2030s, as the adverse impacts of
climate change become apparent,
sustainability will become a more
important consideration for
consumers, who will increasingly
focus on low-carbon products,
expecting a high degree of
transparency. However, as they
will be paying price premiums
for those products, they will be
left with less disposable income
for non-essentials, which could
impact Future’s other verticals, and
therefore potentially negate any
financial gains.
Likely and Moderate Impact
In a 3o scenario and by the 2040s,
consumers will start to experience
lifestyle disruption and start valuing
reliability and quality as much as
price. As the worst climate impacts
become increasingly visible,
audiences will likely look for analysis
and predictions of what is to come
and how to adapt, which will likely
include product comparisons - not
in terms of reducing their GHG
emissions but in helping them to
adapt e.g. they may look for the
“most reliable air conditioners for a
small dwelling.”
Unlikely and Low Impact
As per the Short timeframe.
Unlikely and Low Impact
In a 3o scenario and short to
medium timeframe, consumption,
energy use and disposable
incomes will likely grow in the
2020s and 2030s, fuelled by fossil
fuel consumption.
How we are responding
Metrics
Targets
We plan to work with the Carbon Literacy Project in FY 2024, to create training for our Board,
Executive Leadership Team and a group of editorial colleagues who will be known as “Climate
Champions.” You can read more about this in the Our Future, Our Responsibility section on pages
35-36.
Quarterly reporting on climate-related
search trends
Advertising revenue associated with
climate-related content
We do not have a specific target as
of yet, but will monitor consumer
search trends.
We have a sizable Audience team who continually monitor and report on search trends, and climate-
related keywords are included in that reporting. At least twice a year, our Trade Marketing team
conducts audience research which focuses on the products consumers expect to spend money on in
the coming months, which informs content strategy for key moments, e.g. Prime Day, Black Friday and
Christmas.
68
Task Force On
Climate-Related
Financial Disclosures
c. The resilience of our strategy, taking into consideration different scenarios, including a 20 or lower scenario (CFD F)
Strategic impact
We have not identified any substantial
systematic threats to the Group’s
strategy resulting from our climate
scenarios. We have already begun to
reduce our exposure to the material
transition risks, as detailed in the ‘Risks
and Opportunities’ table on pages 63-
67, with a priority to reduce our GHG
emissions.
Future has a small operational footprint
with low capital spend and few critical
locations. As a digital-first business,
our strategy is adaptable and agile,
continually responding to audience
changes. Our editorial and content
colleagues are very close to our
audiences, allowing us to address issues
as they emerge. There is resiliency built
into our digital delivery strategy with
content replicated across servers.
We will continue to review our mitigation
of the risks identified in the climate-
related scenario analysis, as shown in
the table on pages 63-67. Planning for
climate change will be integrated into
management processes, as shown in the
section ‘(a) Board oversight of climate-
related risks and opportunities (CFD A)’
on page 56.
Climate-related risks have been
considered as part of the Group’s FY
2024 budget process and three year
plan review, for example the board
discussed the importance of climate risk
on location strategy.
The following table presents an analysis of the climate-related risks and opportunities against each of Future’s strategic objectives:
Future’s strategic objective
Reaching valuable audiences
We successfully deliver expert content that our audiences want to consume about the
things that matter to them.
We take a content-first approach, allowing us to continue to engage our audience
communities on multiple different platforms.
Diversify and grow revenue per user
We diversify our monetisation models to create significant revenue streams. We
are focussed on three material revenue types, Advertising, Consumer Direct and
eCommerce affiliate.
Optimise the portfolio
We are rational capital allocators and create value from integrating acquisitions.
Equally, where we can create value through the separation of assets which no longer
fit the portfolio and could provide a return to shareholders, we will look to unlock such
opportunities.To expand our global reach through organic growth, acquisitions and
strategic partnerships.
Analysis of climate-related risks and opportunities
The three scenarios present both risk and opportunity to audience engagement. In the
1.5ºC and 2ºC scenarios, we anticipate increased consumer interest in sustainability
and sustainable technology, potentially enriching current content and opening up new
verticals as consumer needs change. People will require support and information to
navigate lifestyle and technology change, and Future’s brands can be a trusted partner
in this. The 3ºC scenario represents significant economic and political change, which
is harder to predict. Information and entertainment have the potential to grow if, for
example, travel and real-world experiences become more constrained. At the same time,
there are risks of economic downturn and increasing instability.
There are reputational and investment risks resulting from low- or inaction on climate
change. The risks from consumer perceptions are heavily mitigated by the diversification
of Future’s brands.
Climate driven audience-related risks and opportunities could affect income through
eCommerce affiliates, requiring a response to potential shifts in consumer behaviours.
As set out above, the 1.5ºC and 2ºC scenarios will likely lead to increased consumer
interest in sustainability and sustainable technology. In the 2ºC and 3ºC scenario, climate
adaptation has the potential to affect disposable income and consumption patterns.
There is a risk that advertising revenue is negatively impacted if Future does not meet
its emissions targets; this has been mitigated by a significant reduction of ~85% in the
emissions from digital ads in FY 2023.
Our Consumer Direct revenue stream may be impacted by climate-related impact on
supply chains for print magazines, partly mitigated by our ‘digital first’ strategy.
Under the 2ºC and 3ºC scenario, operational impacts have the potential to affect
organic and inorganic growth, via the location of offices, data centres and changes to
employee commuting. There are opportunities for organic growth as consumer interest
in sustainable products increases, along with opportunities for Future to be a trusted
partner in guiding climate-motivated consumer choices.
Our strategy around transactions may be impacted due to a potential increase in
transaction activity as businesses strive to protect portfolios from economic upheaval.
The impact on our climate strategy will be considered as part of our decision-making
process for any future acquisitions.
The Group has a low energy intensity and relatively low carbon footprint, making Future
in principle a sustainable investment.
Future plc Metrics and targets
69
a. Metrics used by our organisation to assess climate-related risks and opportunities in line with our strategy and risk
Transition opportunities
1. Change in consumer behaviour.
Consumer interest in, and requirements
for, sustainable products could open up
new verticals for Future. If we were to
publish more climate-related content
to meet this increased need we would
expect advertising revenue to increase
in line with this. We believe this is likely
in a 1.5o scenario (medium to long
timeframes). We already review search
trends every week, and will start to
report on climate-related search trends
quarterly. If we start to see an upwards
trajectory we will start to report on
advertising revenue against climate-
related content as well.
management process (CFD H)
As per our risk management process
outlined on pages 48-53 and 62, climate
change is an area the Group keeps under
review as part of its TCFD requirements.
We do not currently embed climate-
related targets into our remuneration
policy, as described on page 93, as the
impact of the risks identified are not
material to the business in the short term.
The scenario analysis (see the table on
pages 63-67) which was conducted in
FY 2023 identified three transition risks,
one physical risk, and two transition
opportunities:
Transition risks
1. Increased regulatory costs in the
transition to a low-carbon world.
Carbon taxation has already been
imposed by many nations worldwide.
We have considered the carbon tax
that may be imposed on businesses in
a low carbon world, which we believe is
virtually certain in a 1.5o scenario and
very likely in a 2o scenario (both medium
to long timeframes). We measure our
Scope 1, 2 and 3 emissions (see pages
28-29) and will continue to do so in order
to assess the impact this may have on
our business moving forwards.
2. Changes in the Advertising Sector.
Agencies and advertisers increasingly
want to place business with publishers
who can demonstrate low GHG
emissions from their digital value chain.
We are working with Scope3.com to
measure and monitor our gCO2e per ad
impression (see the table on page 64)
and this is benchmarked against other
publishers, which informs our business
about how competitive we are and
whether there is a risk of us being moved
from “green” lists.
3. Increase in operational costs.
We have considered the increase in
energy prices that may be imposed on
businesses in a low carbon world, which
we believe is virtually certain in a 1.5o
scenario (medium to long timeframe)
and 2o scenario (long timeframe) and
very likely in a 2o scenario (medium
timeframe) and 3o scenario (medium
to long timeframes). We measure our
energy costs and Scope 1, 2 and 3
emissions (see pages 28-29) and will
continue to do so in order to assess the
impact this may have on our business
moving forwards.
Physical risks
4. Resilience of our business to extreme
weather events.
In the case of a 2o or 3o scenario, Future
could incur additional costs in relation
to labour, upgrading digital equipment
and upgrading data centres. We are
continuing to explore the metrics we
could use to monitor this risk.
Financial reviewAnnual Report and Accounts 2023 70
Task Force On
Climate-Related
Financial Disclosures
b. Our organisation’s Scope 1, Scope 2
and Scope 3 greenhouse gas (GHG)
emissions and the related risks
We have historically tracked our impact
on climate change through disclosing
Scope 1 and 2 GHG emissions (see pages
28-29). In FY 2023, we conducted our
first comprehensive Scope 3 review to
understand the impact of our value chain
and are disclosing the best estimate
of our Scope 3 emissions (FY 2022
data) for the first time in this report
(see pages 28-29). We recognise that
there is further work to do in FY 2024
towards full compliance, including full
completeness analysis to ensure that
all possible emissions are adequately
captured, which will be conducted in FY
2024.
Internal carbon prices
We do not currently use an internal
carbon price, as our focus in FY 2023
has been on completing our first
comprehensive Scope 3 footprint and
setting an ambitious GHG reduction
target. We will consider implementing
an internal carbon price in future years
in support of meeting those targets, for
example to incentivise behaviour change
from staff when travelling for business.
c. The targets we are using to manage climate-related risks and opportunities
and performance against targets (CFD G)
Transition opportunities
1. Change in consumer behaviour.
We have not yet set a financial target
for this area, however if we see climate-
related search trends increasing we
would expect to see a significant
increase in ad revenue from advertising
around climate-related content, and
targets may be set going forwards to
reflect this.
Reflecting the impact of climate
change in our financial statements
Future operates a three-year forecasting
cycle, which has been used to determine
the short-term timeframe for the
climate change scenario testing. None
of the risks identified in the table on
pages 63 to 66 have a material impact
on the business in the short-term. The
Group’s impairment testing for goodwill
(as set out on pages 152-153) included
sensitivities for the impact of the most
material risk identified, being the risk
of a reduction in digital advertising
revenue as a result of failing to reduce
our emissions from digital advertising
and therefore falling off Scope3.com’s
“green” lists. The output of our scenario
analysis has shown that any material
impact arises over a longer time frame.
In our approach to Viability Statement
modelling (see page 53), the Group
has sensitised its financial forecasts,
taking into account climate-related
transition risk in the same manner as the
impairment testing, which is considered
to be a severe but plausible scenario,
concluding that even in combination with
other principal risks the Group continues
to be able to meet its commitments
and continue trading over the short- to
medium-term period.
The Group has also considered the
impact of climate-related risks in its
assessment of going concern (see page
45), with no material uncertainties over
the Group’s ability to operate as a going
concern.
Future’s strategy includes growth
through acquisitions. Our climate related
metrics and targets will be reviewed and
rebased as necessary following material
acquisitions.
Transition risks
1. Increased regulatory costs in the
transition to a low-carbon world.
We are targeting a 42% reduction in our
overall emissions by FY 2030 and a 90%
reduction in our overall emissions by FY
2050, reducing our exposure to this risk,
and we have already started to take steps
to reduce the amount of carbon we emit
in our business through our value chain.
Capital deployment
Future operates a low capital
expenditure model. The Responsibility
Committee of the Board will review and
approve any expected cost of delivering
on our target of reducing our GHG
emissions by 42% by FY 2030 and by
90% by FY 2050, which is considered
to be the biggest climate-related
requirement for capital deployment.
2. Changes in the Advertising Sector.
We are actively working to reduce our
emissions from ad serving, having
already achieved a ~85% decrease
between February and August 2023.
In FY 2022 our total emissions from
digital products were 1,125.1 gCO2e
per ad impression and in FY 2023 we
have reduced this to c.170 gCO2e per ad
impression, and have set a further target
to reduce digital emissions to under 150
gCO2e per ad impression by the end of
FY 2024.
3. Increase in operational costs.
We are targeting a 42% reduction in our
overall emissions by FY 2030 and a 90%
reduction in our overall emissions by FY
2050, reducing our exposure to this risk,
and we have already started to take steps
to reduce the amount of carbon we emit
in our business through our value chain.
Physical risks
4. Increase in operational costs (digital).
We do not currently set specific targets
in this area, but will continue to monitor
the impact of our business which will
determine the need for targets going
forwards.
Future plc 71
Key
Increased consumer recycling of copies
Greener employee travel
All other Scope 3 emissions
Engagement with key supplier categories
Reductions from logistics partners
Reduction in print manufacturing emisssions
Reduction in paper manufacturing emissions
Reduction in ad serving emissions
Baseline
Transition pathway
Net Zero Roadmap
150,000
100,000
)
s
e
e
n
o
t
(
s
n
o
i
s
s
i
m
e
2
O
C
50,000
0
2025
2030
2035
2040
2045
2050
In order to achieve Net Zero by 2050,
we are following a broad programme of
actions to reduce our carbon emissions
across Scopes 1, 2 and 3.
The chart above demonstrates where
and when we expect to see reductions
throughout our value chain up until
2050, and also takes into account our
expected organic growth rate:
Below are the actions we plan to take:
Short term (0-3 years)
• Reduction in adserving emissions,
taking actions such as:
• Removing duplicate programmatic
accounts
• Removing unnecessary legacy ads.
txt entries
• Removing some 3P partners from
our Hybrid ad stack
• Reducing the volume of entries
allowed in our ads.txt for the
remaining 3P partners
• Slight reduction in emissions from
our print value chain as a result of
our move to digital subscriptions
• Switch to renewable electricity
across our offices where possible
• Build a suitable framework in order
Long term (>7 years)
for us to start holding our key
suppliers accountable regarding
sustainability - encourage them to
adopt 1.5o aligned carbon reduction
targets
• Engage with our employees to
encourage and incentivise low-
emission commuting and work
travel, including introducing electric
vehicles as part of a UK-wide salary-
sacrifice scheme
Medium term (3-7 years)
• Further reduction in adserving
emissions
• Further reduction in emissions from
our print value chain as a result of
our move to digital subscriptions
and the expected (and continued)
decline in the magazine industry
• 100% renewable electricity for all of
our offices
• Continue to engage with key supplier
categories regarding sustainability
- encourage them to adopt 1.5o
aligned carbon reduction targets,
and prioritise new suppliers who are
aligned with our climate goals
• Further reduction in adserving
emissions
• Significant reduction in emissions
from our print value chain as a result
of our move to digital subscriptions
and the expected (and continued)
decline in the magazine industry
• Engage with all supplier categories
regarding sustainability - encourage
them to adopt 1.5o aligned carbon
reduction targets and prioritise new
suppliers who are aligned with our
climate goals
• Electrification of heating across our
offices where possible
• Purchase of carbon neutralisation
offsets for residual 10% emissions
The UK Transition Plan Taskforce (TPT)
was set up by the UK Government in
April 2022 to develop the gold standard
for private sector climate transition
plans in the UK. The UK Government
is still consulting on the required
disclosures. Once the final framework
has been published, we will review and
look to publish an updated climate
transition plan.
Financial reviewAnnual Report and Accounts 2023
72
Corporate Governance
73
76
78
82
85
89
Chair’s introduction
Governance framework
Board of directors
Nomination committee
Audit and risk committee
Directors’ report
91
Directors’ responsibilities statement
92
97
Directors’ remuneration report
Annual report on remuneration
Future plc Corporate
Governance
Chair’s introduction
73
“ With the difficult
macroeconomic
background in FY 2023
as a backdrop, effective
corporate governance
and integrity become all
the more important in
facilitating the
achievement of our
purpose and strategy.”
Richard Huntingford
Chair
Dear fellow shareholders,
I am pleased to present our Corporate
Governance report for 2023.
Year in review
I comment in the Strategic Report
section on the difficult macroeconomic
background in FY 2023. With that
as a backdrop, effective corporate
governance and integrity become all
the more important. They are principles
which we as a Board remain firmly
committed to and we strongly believe
that they facilitate the achievement
of our purpose and strategy. With the
change in the CEO role to Jon Steinberg,
and the fresh perspectives that such
a change inevitably brings, our Board
discussions have focused on how the
strategy may need to adapt and we
held Board Strategy Days in May and
November, to discuss the changing
environment and the pivot which is
detailed further in my letter on pages 9
to 11.
Diversity
We adopted a new board Diversity and
Inclusion Policy (‘Policy’) in 2023, which
also applies to the Board’s Committees.
We see increasing diversity at Board
level as an important element in
maintaining a competitive advantage
and believe that a truly diverse Board
will include, and be able to make good
use of, differences in the skills, regional
and industry experience, educational,
professional and socio-economic
backgrounds, ethnicity, race, gender,
age, sexual orientation, disability,
cognitive thinking and other distinctions
between Directors.
Following completion of the Board
changes outlined on page 74, we will
have a female representation on the
Board of 44 per cent, an ethnic minority
representation on the Board and we
already have (and have had for several
years) a woman in the role of CFO. In
accordance with the FCA’s disclosure
requirements, we have included this
information in a tabulated format, on page
84, together with the required information
about our executive management.
It is also clear from our Policy that, as
well as a diverse Board, we promote
an open and inclusive culture in Board
and Committee meetings, where all
Directors are encouraged to share their
views and their views are all taken into
account, without bias or discrimination.
The Board’s approach to diversity sets
a clear direction to the organisation as a
whole as to the importance of diversity,
equity and inclusion in setting our
business up for competitive success.
Engaging with our stakeholders,
including our Future colleagues
As a Board, we focus on how we engage
with our stakeholders, who are vital to
Future’s success. More details are set
out on page 38 and some highlights
from 2023 are:
• We met regularly with shareholders
through one-to-one meetings,
conferences and at the Annual General
Meeting.
• Future ran a number of events
throughout the year, such as The
Photography Show, Decanter Fine
Wine Encounter and Wonder Women,
and Board members were encouraged
to attend those events to meet our
stakeholders.
• Board members were invited to an
internal conference in May, at which
developments in audience were
discussed and editors of different
Future publications shared their ideas
and successes with their peers.
• The Board regularly receives updates
on the operational and financial
position of the business. It also
receives updates on the impact of our
actions on our stakeholders and other
topics that are relevant to Future’s
business. For the former, a particular
area of focus in 2023 has been the
increasing focus on climate change
and details of Future’s initiatives in
this area are detailed on pages 28 to
29. This has also led to an evolution
of our governance, whereby our
Responsibility Committee now focuses
on monitoring our progress against
our targets for climate, alongside
our other environmental, social and
governance (ESG) initiatives, while our
Audit & Risk Committee is responsible
for risk and reporting. Another key
topic of increasing relevance to
Future’s business is the development
in artificial intelligence, where we
have been kept informed of senior
management’s approach to exploiting
this technology for Future’s benefit,
as well as advocating for balanced
regulatory change, particularly where
AI could harm our business.
• The Board is kept updated on the
results of the Company’s employee
engagement surveys.
Corporate governanceAnnual Report and Accounts 2023
74
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 -
pages 12,25
Division of responsibilities - page 76
Composition, succession and evaluation -
pages 81, 82
Audit, risk and internal control - page 85
Remuneration - page 92
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 - approach to workforce
engagement - Page 75
We do not have a specific Director
responsible for workforce management
and therefore do not comply. However,
each Director is tasked with different
engagement objectives throughout the
year, to drive an inclusive and engaged
culture, such as participating in listening
sessions, or mentoring.
Provision 38 - timing on alignment of
Executive Director pensions with the
wider workforce - Page 98
Penny Ladkin-Brand’s pension was
reduced to 5%, in line with that available
to other new joiners, however that
change only took effect from 1 Jan 2023,
hence why we are rolling over this
non-compliance this year and it will be
removed from next year.
Provision 41 - engagement with
workforce on Executive remuneration -
Page 96
We do not currently comply with
provision 41 in terms of workforce
consultation on Executive remuneration.
We are committed to developing the pay
and grading calibration for the workforce
and will revisit inclusion of wider
representation in workforce
remuneration at an appropriate time
in the future.
• Board members take regular
opportunities to meet face-to-face
with management and employees, to
underpin the Board’s role of ensuring a
clear focus on our long-term strategic
objectives and supporting senior
management to make quick and
robust decisions, responding to the
needs of the business, on behalf of all
stakeholders.
Acquisitions
The Board continued to consider M&A
opportunities, completing three deals in
the year, namely Shortlist, ActualTech
and Gardening Know How. You can
read more about these in the Strategic
Report from page 4.
Board changes during the year
We were delighted that Jon Steinberg
joined Future as our new Chief
Executive Officer on 3 April 2023,
following a thorough search process,
which was supported by Russell
Reynolds, a global search firm. Jon
has highly valuable expertise and
has developed a fantastic track
record, combining entrepreneurialism
with leadership at some of the
most innovative digital and media
organisations operating at scale. He
is a charismatic leader with a deep
understanding and passion for media,
particularly how technology, creativity
and innovation can be harnessed to
accelerate growth and build significant
value for stakeholders. As we look to
further extend Future’s leadership,
particularly in the US, Jon is a natural fit.
Jon’s appointment followed the
departure of Zillah Byng-Thorne from
the Board on 31 March 2023, thereafter
remaining available to support Jon over
a two-month transition period to ensure
a smooth handover of responsibilities.
On behalf of the Board and all of Future,
I would like to thank Zillah for the
exceptional role she played for almost a
decade. Through her leadership, Future
has transformed beyond recognition,
from a loss-making magazine publisher
into a leading digital media platform
of 250 brands, and delivering market-
leading returns for our investors in the
process.
You can read more about the work
the Nomination Committee and the
Remuneration Committee have done
to ensure a smooth transition, as well
as wider Board and ELT succession
planning, on pages 82 to 83. The
Remuneration Committee was also very
much involved in Jon’s remuneration
arrangements and Zillah’s leaver
treatment, and you can read more about
that on pages 92 to 94.
Remuneration
The Board was very pleased, following
an extensive consultation exercise led
by Mark Brooker, the Remuneration
Committee Chair, with over 40 of the
Company’s largest shareholders, that
a large majority of our shareholders
voted to approve the new Directors’
Remuneration Policy (‘Policy’), as well
as the Directors’ Remuneration Report,
at the AGM in February 2023.
Following the AGM, we have
implemented the Policy in line with our
business strategy and culture and you
can read more about this on pages 92
to 94.
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
was the overarching priority for FY
2023, particularly as we transitioned to
new leadership for the Company.
Culture
Future launched its responsibility
strategy, called Our Future, Our
Responsibility, in 2021, built on four
pillars that we know are important to our
colleagues and audiences. In FY 2023
our responsibility strategy evolved to
encourage company-wide engagement.
Details of the changes are set out on
page 25, but what hasn’t changed is
that our strategy remains focused
on key topics that resonate with our
organisation: these are actionable;
are in line with all our stakeholder
expectations; ensure the responsibility
strategy incorporates the best in class
approach to governance and corporate
culture; and most importantly, are
where we can make a unique difference
to the environment, the industry and
the communities around our office
locations.
The Board continues to monitor
the execution of our responsibility
strategy with regular Board Committee
and steering team meetings. We
place significant focus not just on
Future plc 75
announced that we were proposing
to return up to £45 million of cash to
shareholders by means of an on-market
share buy-back programme, further
details of which are set out on page
10. Our shareholders voted strongly in
favour of this proposal and in August,
Numis Securities began to acquire
Future shares. To date, 4.14m shares
have been repurchased, and cancelled,
under the programme
AGM
Shareholder views remain a key
influence and have been gathered
through the year, primarily through
investor meetings (as described in
more detail on page 39). I look forward
to being able to meet shareholders at
our 2024 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 176, and I look forward
to seeing as many of you there as
possible.
Richard Huntingford
Chair
6 December 2023
the strategic plans developed by
management, but also on the wider
culture and the ethical behaviour
demonstrated within our business.
In May, we appointed Eric Harris as
Chief Operating Officer, which includes
responsibility for Future’s People &
Culture team. This followed a rescoping
of the previous COO role, with the
aim of supporting our global growth
opportunities with a COO based in the
US, who understands that market and
can better strengthen the culture and
communication of the organisation in
the US.
As well as driving further engagement
in the organisation, we are also
reviewing our approach in areas such
as compensation, goal setting and
performance management. You can
read about these and other initiatives in
our Responsibility Report on page 25.
Future does not have a nominated
Director responsible for workforce
engagement, however my Board
colleagues and I had various
opportunities to meet with colleagues
during FY 2023, to learn more about
working at Future and the business
in general, as well as to support, for
example with mentoring of some of the
executive team below Board level.
We will continue this engagement with
existing and new colleagues in FY 2024.
The Board continues to be satisfied that
the approach towards engagement with
the workforce, as set out above and as
described in the Responsibility Report
on pages 31 to 34, is robust.
The section 172 statement on page 41
describes how the Board’s approach is
supported by business-led stakeholder
relationships.
Board effectiveness
Central to setting the correct tone is the
review of the Board’s own performance.
As an external assessment was carried
out in FY 2021, we carried out an
internal evaluation in FY 2023, with
an external evaluation planned for FY
2024. You can read more about how
this year’s evaluation was run and the
findings on page 81.
Return of cash to shareholders
As part of our ongoing focus on our
capital allocation and how we can
best use it to create value, in July we
Corporate governanceAnnual Report and Accounts 2023 76
Future plc
Corporate
Governance
Governance framework
Stakeholders
The owners of the Company and the other stakeholder
groups to whom the Board is responsible.
Board
The UK Corporate Governance Code (‘Code’) requires that
the Board:
• Is effective and entrepreneurial, with the role to promote
the long-term sustainable success of the Company,
generating value for shareholders and contributing to
wider society.
• Establishes the Company’s purpose, values and strategy,
and satisfies itself that these and its culture are aligned.
All Directors must act with integrity, lead by example and
promote the desired culture.
• Ensures that the necessary resources are in place for the
Company to meet its objectives and measure
performance against them. The Board should also
establish a framework of prudent and effective controls,
which enable risk to be assessed and managed.
• In order for the Company to meet its responsibilities to
shareholders and stakeholders, the Board should ensure
effective engagement with, and encourage participation
from, these parties.
• Ensures that workforce policies and practices are
consistent with the Company’s values and support its
long-term sustainable success. The workforce should be
able to raise any matters of concern.
Matters reserved for the Board can be found on the
website at www.futureplc.com/governance.
Chair
• Primarily responsible for overall
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.
Chief Executive
• Responsible for executive
management of the Group as a
whole.
• Delivers strategic and commercial
objectives within the Board’s stated
risk appetite.
• Builds positive relationships with all
the Group’s stakeholders.
Senior Independent
Director
• Provides a sounding board to the
Chair.
• Leads the appraisal of the Chair’s
performance with the other
non-Executive Directors annually.
• Acts as intermediary for other
Directors, if needed.
• Available to respond to shareholder
concerns if contact through the
normal channels is inappropriate.
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.
Annual Report and Accounts 2023
Corporate governance
77
Board and Board Committees meeting and attendance
Board1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
Responsibility
Committee
AGM
Richard Huntingford
Jon Steinberg2
Zillah Byng-Thorne3
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Penny Ladkin-Brand
Alan Newman
Angela Seymour-Jackson
8 (8)
4 (8)
4 (8)
8 (8)
8 (8)
8 (8)
8 (8)
8 (8)
8 (8)
8 (8)
3 (3)
1 (3)
0 (3)
3 (3)
3 (3)
3 (3)
3 (3)
-
3 (3)
2 (3)
-
-
-
4 (4)
-
4 (4)
-
-
4 (4)
4 (4)
-
-
-
-
5 (5)
-
4 (5)
-
-
5 (5)
-
-
-
5 (5)
-
5 (5)
-
-
-
5 (5)
1 (1)
-
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1 (1)
1.
In addition to the 8 Board meetings and the strategy meetings, a number of 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. Jon Steinberg was appointed to the Board on 3 April 2023.
3. Zillah Byng-Thorne stepped down from the Board on 31 March 2023.
4.
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.
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.
• Ensures compliance with
climate reporting.
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.
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.
78
Corporate
Governance
Board of directors
Key
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
Richard
Huntingford
Position:
Independent
non-Executive Chair
Nationality:
British
Appointed:
December 2017 and as Chair
in February 2018
Key skills and experience:
• Provides strong leadership
of the Board in fulfilling its
role of overseeing the
development and delivery
of Company strategy
• Ensures healthy debate
and appropriate support
for, and challenge of,
executive management in
their delivery of strategy by
non-Executive Directors
• Provides leadership in
stakeholder relations
External appointments:
Non-Executive Director and
Chair of Unite Group plc.
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 JPMorgan Mid
Cap Investment Trust plc
from 2013 to 2022.
Education:
Richard is a chartered
accountant (FCA), having
qualified with KPMG.
Jon
Steinberg
Position:
Chief Executive Officer
Nationality:
American
Appointed:
3 April 2023
Key skills and experience:
• Strong track record at
leading digital and media
organisations
• Combines
entrepreneurialism with
leadership
• Deep understanding and
passion for media,
particularly how
technology, creativity and
innovation can be
harnessed to accelerate
growth and build
significant value for
stakeholders
External appointments:
Board member of News /
Media Alliance.
Jon was a former Senior
Adviser to The Raine Group
and President of Altice
USA’s News & Advertising
Division, after the sale of
Cheddar News, which he
founded in 2016. Prior to
that he was CEO of
DailyMail.com North
America and, before that,
President & COO of
BuzzFeed.
Education:
Jon holds an MBA from
Columbia University and a
B.A. degree in Public and
International Affairs from
Princeton University.
Penny
Ladkin-Brand
Meredith
Amdur
Mark
Brooker1
Position:
Chief Financial and
Strategy Officer
Nationality:
British
Appointed:
November 2021
Position:
Independent non-Executive
Director
Position:
Independent non-Executive
Director
Nationality:
American
Appointed:
February 2020
Nationality:
British
Appointed:
October 2020
Key skills and experience:
• Broad executive
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.
management, C-suite
leadership in high-growth
start-up and publicly
traded data and
technology companies
Key skills and experience:
• Board roles in public
companies
• UK and International
consumer and B2B
businesses
• Corporate and product
• Digital platform
External appointments:
Non-Executive Director at
Paysafe Ltd (NYSE listed),
eCogra Holdings Ltd,
Findmypast Ltd and
Heathrow Airport Holdings
Ltd (all private companies).
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.
strategy expertise in digital
media and enterprise
technology
• Digital media editorial /
content management
expertise
• US media and technology
segment expertise in
ad-supported and
subscription video and
gaming services
• Leading innovator in new
AI-driven data
monetisation models for
lead generation
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.
Future plc
79
Hugo
Drayton2
Rob
Hattrell
Ivana
Kirkbride3
Alan
Newman
Angela
Seymour-Jackson
Position:
Senior Independent non-
Executive Director
Position:
Independent non-Executive
Director
Position:
Independent Non-Executive
Director
Position:
Independent non-Executive
Director
Position:
Independent non-Executive
Director
Nationality:
British
Appointed:
December 2014
Nationality:
British
Appointed:
October 2018
Nationality:
American
Appointed:
December 2023
Nationality:
British
Appointed:
February 2018
Nationality:
British
Appointed:
February 2021
Key skills and experience:
• Advertising and
Key skills and experience:
• Digital platforms,
marketing, technology,
customer behaviour,
media, executive
leadership, business
development
eCommerce and online
sales, retail and customer
behaviour, technology,
business development,
executive leadership
• Former Remuneration
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.
Committee Chair
External appointments:
Currently non-Executive
Director of Gfinity plc and a
trustee of the British Skin
Foundation. Regular
contributor to trade press
and publishing
conferences.
CEO of the advertising
technology business Inskin
Media (2009-19).
Previously CEO of Phorm,
European MD of
Advertising.com and
Marketing & New Media
Director and then Group
MD at The Telegraph
Group. Chaired the British
Internet Publishers’
Alliance.
Education:
BA in Latin American
Studies & French from
University College of
London.
Key skills and experience:
• Content-led, consumer
digital media businesses
• Leveraging data and
technology to create and
deliver entertainment
experiences to next-gen
audiences
• Experience as investor,
start-up entrepreneur and
operator at Fortune 50
corporations
External appointments:
Board Director for the
Television Academy
Foundation and former
Board Director, One GS
Media.
Co-founder of Creators.org
and Senior Advisor at
Emirates Capital.
Former executive at Meta,
Verizon & Google.
Former investor at Advent
International and ABS
Capital Partners.
Education:
BS in Commerce from the
University of Virginia
Henry Crown Fellow at The
Aspen Institute
Member of the Television
Academy of Arts and
Sciences and the Producers
Guild of America.
Key skills and experience:
Key skills and experience:
• Corporate finance,
accounting and audit,
executive leadership,
investor relations, media,
telecommunications and
technology, public
company leadership and
governance, strategy and
M&A
External appointments:
Alan is a member of the
Council and Audit and Risk
Committee of the University
of Essex.
He was formerly Chief
Financial and Operating
Officer of Ebiquity plc (2019
to 2023) and Chief Financial
Officer of YouGov plc
(2008-2017). Prior to that,
Alan was a Partner at EY
Business Advisory Services
and KPMG Consulting,
working mainly with media,
telecommunications and
technology clients.
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.
As announced on 16 October 2023:
1 Mark will become Senior Independent Director on 1 February 2024
2 Hugo will resign from the Board on 31 January 2024
3 Ivana will join the Board on 15 December 2023 and will become Chair of the Responsibility Committee on 1 February 2024
Corporate governanceAnnual Report and Accounts 2023
80
Future plc
Corporate
Corporate
Governance
Governance
Board activities
Focus area
Key stakeholders
Activities
Link to strategic objectives
Strategy and
operations
(see Strategic
Report starting on
page 4)
Our people
Our audience
• Bringing a good breadth of skills, perspectives and experience, in the context
of efficient information flows between the Board and executive management.
• Reaching valuable audience
• Building a constructive, supportive relationship with executive management
• Diversify and grow revenue per user
Our commercial
partners and suppliers
and specifically the new CEO.
• Acting as a sparring partner for executive management, against the backdrop
of a challenging macroeconomic environment and a pivot in the strategy.
Our investors
• Received deep dive presentations on various topics, from a broad range of
leaders across the organisation.
• Optimise the portfolio
Regulators
• Received and constructively challenged updates on M&A strategy and
reviewed post-acquisition performance against the business cases on which
the acquisitions were proposed and approved.
• Received and constructively challenged the capital allocation strategy.
• Received updates from the Group and its advisors on strategy, bid defence,
dividend policy, compliance and governance matters.
Leadership, people
and culture
(see page 33)
Our people
• Reviewed employee engagement matters.
• Organisational health
Our investors
• Received an update on employee views and the findings of the engagement
survey.
• Ensuring the Company remains at the forefront of developing and embedding
best practice in responsible business behaviour.
• Maintaining and enhancing Future’s culture and values and key policies
and procedures and ensuring these are rolled out to existing and acquired
businesses.
• Continuing to monitor senior executive talent management and development
plans to provide succession for all key positions.
Finance
(see Strategic
Report on pages
18 to 19 and
Financial Review
on page 42)
Governance
(see page 73)
Our audience
• Reviewing and approving the Group budget.
• Reaching valuable audience
Our commercial
partners and suppliers
Our investors
Regulators
• Reviewing financial Key Performance Indicators (KPIs).
• Approving full year results, half year results, trading updates, and the Annual
Report (ensuring the Annual Report and financial statements are fair,
balanced and understandable).
• Diversify and grow revenue per user
• Optimise the portfolio
• Reviewing the Group’s dividend policy.
• Considered payment of final dividend (see page 90 for more details).
• Reviewing the key risks to the Group and the controls in place for their
mitigation.
• Considering and monitoring the Group’s risk appetite and principal risks and
uncertainties.
• Approved renewal of corporate insurance brokers
• Approving the viability and going concern statements.
• Reviewing and approving the tax strategy.
• Reviewing capital allocation and debt policy.
Our people
• Monitoring and reviewing the Company’s approach to corporate governance,
• Reaching valuable audience
Our commercial
partners and suppliers
Our investors
Regulators
its key practices and its ongoing compliance with the 2018 Code.
• Reviewing the results from the internal Board effectiveness evaluation and
• Diversify and grow revenue per user
agreed an action plan.
• Received regular reports from the Chair of each Committee.
• Optimise the portfolio
• Approving updated Committees’ terms of reference.
• Organisational health
• Continuing to keep key policies updated and monitor ongoing compliance.
• Receiving and considering feedback from shareholder engagement (see page
39 for more detail).
• Reviewed the interests of key stakeholders, agreeing that the current
stakeholder groups remain appropriate (see page 39 for more information).
• Reviewing and approving the Modern Slavery statement.
• Authorised potential Conflicts of Interest Register.
• Reviewing the Chair fee.
81
would have an opportunity to engage
with Future’s audience.
and provide effective support to the
Board in carrying out their duties.
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 and
the internally-led evaluation in FY 2022,
the evaluation in FY 2023 was again
internally led.
As noted in the FY 2022 Annual Report,
certain key objectives were identified, for
action in 2023, under the broad areas of:
• Continued focus on succession
planning for the Board and the ELT
• Optimising oversight of strategic
execution
The Board evaluation process
As mentioned above, the Board
conducted an internally led review for
FY 2023, based on a questionnaire. The
Chair of the Board and the Chairs of each
of the Board Committees worked with
the Company Secretary to agree the
questionnaire, which was circulated in
July 2023. 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:
• Improving stakeholder engagement.
Some of the steps taken during 2023 to
address those objectives were:
• Sound teamwork, based on high mutual
trust and respect, with open dialogue
and constructive debate
• Jon Steinberg was appointed as CEO
with effect from 3 April, following an
orderly transition.
• The Board skills matrix, Board
composition and Board succession
planning were reviewed by the
Nomination Committee.
• The Board joined the Executive
Leadership Team at a Strategy Day in
May.
• The Chair offered to meet with the
top 20 shareholders after the HY
roadshow and subsequently met with
a number of them.
• An engagement survey was
conducted among all employees and
actions put in place to address the
areas where improvements were
needed.
• The Board had a standing invitation
to attend Future events, where they
• Information flows between the Board
and executive management work well
• The Board is focused on ensuring that
Future delivers value for shareholders
• Best practice governance and
compliance are taken seriously.
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
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. During
a very tough trading year, which also
included the sensitive and critical CEO
succession process, the Directors
praised the objective, calm and effective
leadership of the Chair during FY 2023.
The Chair and the Board recognise the
need to focus on Director succession
planning. Next year’s review will be
conducted by an external expert.
The Board notes that Hugo Drayton
will, according to the 2018 Corporate
Governance Code, cease to be
considered as independent from
November 2023, as he will have served
nine years on the Board at that point.
He will therefore step down from both
the Board, as Chair of the Responsibility
Committee and as Senior Independent
Director, from 31 January 2024. I would
like to thank Hugo for his great service to
the Board and to the Company. I am also
delighted that Ivana Kirkbride will join the
Board on 15 December 2023.
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 2024
Steps to be taken during 2024
Continue focus on talent development and succession planning for the Board and the
ELT
Continue to support Jon Steinberg to establish himself in the CEO role.
Onboard the new Non-Executive Director, Ivana Kirkbride, and review succession
planning for the Committee Chairs and Chair of the Board, considering the need for the
appropriate blend of skills and expertise on the Board.
Oversee development, reward and succession planning for the ELT, as well as the wider
organisation, to ensure the correct level of focus and motivation.
Constructively challenge strategy review and execution, to ensure robust decision-
making and implementation
Support Executive Management with the strategy review, bringing an outside-in view
to bear on profitable growth opportunities, as well as risks.
Support and constructively challenge strategy execution.
Further develop stakeholder engagement
Ensure investors understand and support Future’s direction.
Continue to seek opportunities to interact with Future colleagues, to better understand
what works well and what could be improved, from their perspective.
Support enhancement of communication channels with all stakeholders.
Corporate governanceAnnual Report and Accounts 2023 82
Corporate
Governance
Nomination committee
Introduction from Nomination Committee Chair:
Richard Huntingford
Chair
I am pleased to present this review of the
activities of the Nomination Committee
during FY 2023. During the year we held
3 meetings. 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 transition
Following the announcement on 22
September 2022 that Zillah Byng-Thorne
was planning to step down at the end
of 2023, the Committee commenced
a search for a new CEO to lead the
Company on its next growth phase.
Russell Reynolds, a global search firm,
was appointed to advise the Committee
on this appointment and duly presented
a diverse set of candidates for the
Committee to consider.
After careful consideration, referencing
and due diligence, the Committee
concluded that Jon Steinberg was its
preferred candidate and recommended
to the Board that he be appointed CEO.
This was then announced on 22 February
2023, with his appointment taking effect
on 3 April 2023.
Jon is an experienced media executive,
with a strong track record of innovation,
Director Induction Programme Example
We have a detailed Director induction programme
which all new Board members participate in.
• Governance training
• Briefed on outcomes of most recent
effectiveness review
• Meeting senior executives
• Meeting with colleagues
during site visits
Effectiveness
Leadership
Accountability
Relations with
stakeholders
• Information on the Group
budget and strategy
• Last Annual Report
• Meeting with investors and
other key stakeholders
• Meeting with external and
internal auditors
scaling media groups and creating
value. He has highly valuable expertise
and has developed a fantastic track
record, combining entrepreneurialism
with leadership at some of the most
innovative media organisations in the US.
He is a charismatic leader with a deep
understanding and passion for media,
particularly how technology, creativity
and innovation can be harnessed to
accelerate growth and build significant
value for stakeholders. As we look to
further extend Future’s leadership,
particularly in the US, Jon is a natural fit.
Board changes in the year
The only change to the Board during
FY 2023 was the appointment of Jon
Steinberg to the Board, on 3 April 2023,
following Zillah Byng-Thorne stepping
down from the Board on 31 March
2023. The Committee played a central
role in the search process, as outlined
above, and worked closely with the
Remuneration Committee to define Jon’s
compensation arrangements and Zillah’s
leaver treatment, details of both of which
are set out from page 92.
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. Our succession strategy meant
that, as Hugo Drayton was approaching
his nine year tenure, and therefore the
limit of independence under the 2018
Corporate Governance Code, we began
the search for a new Non-Executive
Director, leading to the appointment of
Ivana Kirkbride in December 2023. As
well as stepping down from the Board at
the end of January 2024, Hugo will also
step down as Chair of the Responsibility
Committee. We have therefore allowed
a handover period, before Ivana takes on
that Chair role, with effect from February
2024.
As noted above, with Hugo’s resignation
as Senior Independent Director, Mark
Brooker will take on that role, from
February 2024.
We continually monitor the composition
of the Board not only based on the
length of Directors’ tenure and on our
Board Diversity and Inclusion Policy,
but also with a view to ensuring that the
Board’s blend of skills and experience is
appropriate for the next stage of Future’s
development.
On appointment each Non-Executive
Future plc
83
Since
2017
2020
2020
2015
2018
2018
2021
2023
Members
Richard Huntingford (Chair)
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
Jon Steinberg
The Company Secretary, or nominee, acts as
secretary to the Committee. Details of individual
Directors’ attendance can be found on page 77.
Key objective
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 actions from FY 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.
Priorities for 2024
• Support Jon Steinberg to establish himself in
the CEO role.
• Onboard the new Non-Executive Director,
Ivana Kirkbride.
• Review succession planning for the Committee
Chairs and Chair of the Board, considering the
need for the appropriate blend of skills and
expertise on the Board.
• Oversee development, reward and succession
planning for the ELT, as well as the wider
organisation, to ensure the correct level of
focus and motivation.
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 and /
or Chair. 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 2023, the Board and the
Committee have monitored the changes
to the organisational structure and
approved changes to key leadership
roles, including the new Chief Operating
Officer role. 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
As mentioned in my introduction, we
adopted a new board Diversity and
Inclusion Policy in 2023, which also
applies to the Board’s Committees. We
see increasing diversity at Board level
as an essential element in maintaining
a competitive advantage and believe
that a truly diverse Board will include
and make good use of differences in the
skills, regional and industry experience,
educational, professional and socio-
economic backgrounds, ethnicity race,
gender, age, sexual orientation, disability,
cognitive and other distinctions between
Directors.
Our new policy also makes specific
reference, as well as to diversity, to
inclusion, to highlight that, as well as
a diverse Board, we promote an open
and inclusive culture in Board and
Committee meetings, where all Directors
are encouraged to share their views and
their views are all taken into account,
without bias or discrimination.
Our objective of driving the benefits of
a diverse and inclusive 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 in the Corporate Responsibility
report on page 25.
Set out below are the objectives of our
Board Diversity and Inclusion Policy and
our assessment of performance against
them. These objectives ensure that both
appointments and succession planning
support developing a diverse pipeline:
- To ensure that the proportion of
women on the Board is 40 percent from
FY 2023, and in leadership positions
is 40 percent by no later than 2025
(the latter in accordance with the
recommendations of the FTSE Women
Leaders Review).
- To ensure that at least one woman
is appointed to the Chair or Senior
Independent Director role on the Board,
and/or one woman in the Chief Executive
Officer or Chief Financial Officer role,
from FY 2023.
- To have at least one member of
the Board from an ethnic minority
background excluding white ethnic
groups from FY 2023.
At the end of FY 2023, we met one of
these requirements, namely having a
woman in the role of Chief Financial
Officer. We had no member of the Board
from an ethnic minority background
and, since the departure of Zillah Byng-
Thorne, the percentage of women on the
Board had reduced to 33 percent.
Following the appointment of Ivana
Kirkbride to the Board, as noted on page
82, the percentage of women on the
Board will be 44% (or 40%, until Hugo
Drayton steps down).
We will also have one member of
the Board from an ethnic minority
background.
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 20% at ELT level and
30% at SLT level
Corporate governanceAnnual Report and Accounts 2023 84
Corporate
Governance
The Board Diversity and Inclusion
Policy mirrors that of our wider Equality,
Inclusion & Diversity Policy, which is
available on our website at
www.futureplc.com.
Committee performance and
effectiveness
The Committee’s performance was
evaluated as part of the internal
effectiveness survey, as described on
page 81. The review was completed by
all Committee members and no issues
arose.
Independence
During FY 2023, 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 and that they have
sufficient time to fulfil their Director
responsibilities to Future, both in normal
circumstances and in exceptional
circumstances.
After the year-end, the Committee also
considered the Directors proposed for
election or 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
2023, the Committee supports the
proposed re-election of all Directors
standing for re-election (or election)
at the AGM in 2024. In line with best
practice, each Committee member was
excluded from approving the proposal
for their re-election (or election).
Richard Huntingford
Chair
6 December 2023
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Meredith Amdur
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Rob Hattrell
Alan Newman
Angela Seymour-Jackson
1 M signifies male, F signifies female.
2 W signifies of white ethnicity. M signifies of minority ethnicity.
Future plc
Corporate
Governance
Audit and risk committee
85
Dear Shareholder,
On behalf of the Audit and Risk Committee,
I am pleased to present its report for the
year ended 30 September 2023. 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 ongoing development of
internal controls, and assurance received by
the external and internal audit programmes.
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.
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 81.
Alan Newman
Chair of the Audit and Risk Committee
6 December 2023
Membership and meetings
The Committee met four 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 focused on
the development of internal controls and
embedding of operational risk reporting,
the work of the Internal Audit function,
evaluation of corporate and emerging
risks, our ongoing work on TCFD 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, the
Group Risk and Compliance Manager,
the Internal Auditor (which service is
provided 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
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 of the Audit and Risk
Committee
- To monitor the integrity of the Group’s
financial reporting processes.
- To ensure that risks are carefully identified
and assessed, and that sound systems of risk
management and internal control are in place.
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.
business model and strategy.
- Reviewing the resourcing, plans and
effectiveness of Internal Audit, which is
independent from the Group’s External
Auditor.
Key actions from FY 2023
Continue to monitor legislative and regulatory
changes that may impact the work of the
Committee. Responded to regulatory
enquries in relation to TCFD.
- Ensuring the adequacy and effectiveness of
the internal control environment.
Consider the impact of proposed audit
industry changes.
- 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 and
with other financial-related disclosures,
including related to climate change.
- 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,
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.
Annual review of the terms of reference of
the Committee.
Priorities for 2024
Monitor legislative and regulatory changes
that may impact the work of the Committee.
Approve the activities, review the findings
and assess the effectiveness of the
Company’s internal audit function.
Monitor the effectiveness and development
of the Group’s internal control environment.
Monitor the Company’s compliance with
TCFD and other climate-related financial
disclosures.
Corporate governanceAnnual Report and Accounts 2023 86
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 2023, 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 53.
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 46
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 2023 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 116 to 175;
– the Group’s business model, as
described on page 14;
– the Group’s strategy, as described
on pages 12 to 17.
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 CFSO 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 48
to 52.
The principal risks and uncertainties
facing the Company are addressed in
the Strategic Report and in the table on
pages 50 to 52. 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 environment
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 CEO and
CFSO also provide monthly written
updates to the Board.
• 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
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.
Future plc 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 three 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 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
2023.
The classification of
exceptional items
and introduction of
a new adjusting item
for transaction and
integration related
costs and tax
In 2023 the group introduced a tighter
definition of Exceptional costs and introduced
a new adjusting item to disclose Transaction
and integration related costs. The intention
is to acknowledge that whilst transactions
form a key part of the Group’s strategy, costs
of completion and integration do not directly
relate to the core trading of the Group and
so disclosure assists the user of the financial
statements to better understand the results of
the core underlying operations of the Group.
The Committee reviewed the rationale for
the introduction of the new adjusting item
and took further guidance from the external
auditors. The costs disclosed under this
adjusting item and under exceptional items
have been challenged and information
provided by management to explain their
nature. These have also been discussed with
the auditors. Refer to notes 5 and 6 on pages
145 to 146 for further information in respect
of exceptional items.
The Committee agreed with the conclusion
that these items should be separately
disclosed, given their nature and magnitude,
and that excluding them assists the users of
the financial statements to understand better
the results of the core operations of the Group.
• 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 the Group continued to
execute its programme of developing
internal controls consistent with an
expected strengthening of the 2018
corporate governance code. The Audit
and Risk committee received quarterly
updates to assess the level and quality of
management supervision needed. The
design and execution effectiveness of
attestations across all purchase to pay
and order to cash processes has been
reviewed. Operational risk has been
reduced through automation of key
banking and cash management processes
and additionally embedding operational
risk reporting has promoted dialogue
around financial control and how to reduce
manual intervention in critical processes
Internal audit
The Audit & 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 2023.
In FY 2023, RSM LLP continued to
act 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 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 2023 on areas
including business continuity planning,
IT application controls, accounts
payable processes, procurement, risk
management and the acquisition and
integration processes. 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 2024, a risk
assessment has been completed to
inform the FY 2024 internal audit plan,
which the Committee is confident will
help further improve the organisation’s
control environment. This plan includes
areas such as cyber risk, digital
advertising revenues, intellectual
property rights, insurance and audience
retention and growth.
External audit independence
The Committee is responsible for
reviewing 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.
The Financial Reporting Council’s ethical
standard for auditors restricts the
provision of non-audit services to Public
Interest entities to no more than 70%
of the average audit fee in the last three
consecutive years.
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 2023. The
Committee also regularly reviews the
level of audit and non-audit fees paid to
Deloitte. The 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. These services include
audit-related services such as reviews
of interim financial information or any
Corporate governanceAnnual Report and Accounts 2023
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.
• Review the work of the new internal
audit model that has been deployed.
• Monitor the Company’s compliance
with TCFD and other climate-related
financial disclosures.
The Committee’s report was approved
by a Committee of the Board of Directors
on 6 December 2023 and signed on its
behalf by
Alan Newman
Chair of the Audit and Risk Committee
6 December 2023
88
Corporate
Governance
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 2023, the External Auditor
provided services in relation to the
Group’s year end results, and non-audit
services for the half year reporting and
bank covenant compliance. 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 £125,000, representing around
18% of Deloitte’s audit fee for FY 2023.
The lead partner is rotated every five
years. Mark Tolley was appointed as
the lead audit engagement partner in
FY 2021.
Assessment of audit process
The scope of the external audit is
formally documented by the auditor.
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
2023, 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 2024 is
being proposed to shareholders at
the Company’s AGM to be held on 7
February 2023. You can read more
about this in the Notice of AGM on
page 176. 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 2023 in respect to audit
tendering and the provision of non-
audit services.
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, CFSO, 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 Auditor from time
to time.
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. In FY 2023, changes to
the Committee’s Terms of Reference
were adopted, in order to strengthen
the Committee’s role with regard to
climate-related financial reporting.
Assessment of the effectiveness
of the Committee
The Committee’s effectiveness
in respect of the year ended 30
September 2023 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.
Future plc Directors’ report
Future plc is the holding company of the Future group
of companies (the Group).
89
Annual General Meeting
The Company’s twenty third Annual
General Meeting will be held at 11.00
am on Wednesday 7 February 2024
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 176 to 181.
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 and 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 page 97.
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 re-election 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 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 76 of
this Annual Report. Information
on compensation for loss of office
is contained in the Directors’
Remuneration Report on page 104 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.
The issued share capital of the
Company at 30 September 2023 was
approximately £17.8m divided into
119.1m Ordinary Shares.
Since 30 September 2023, no 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 5 December 2023 is
116,727,927 Ordinary Shares.
Following approval of shareholders
at the FY 2022 AGM of the proposed
capital reduction to create additional
distributable reserves to provide
flexibility for future dividend payments
and/or share buybacks, an update to the
expected timetable was communicated
in our announcement on 10 November
2023.
Directors’ indemnities
The Company had Directors’ and
Officers’ liability insurance cover in place
throughout the year.
The Company’s Ordinary Shares are
listed on the London Stock Exchange.
The register of shareholders is held in
the UK.
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 23 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
£1,812,855.06 was granted at the
2022 AGM.
In July we announced that we were
proposing to return up to £45 million of
cash to shareholders by means of an on-
market share buy-back programme. Our
shareholders voted strongly in favour
of this proposal and in August, Numis
Securities began to acquire Future
shares. As at 5 December 2023, 4.14m
shares have been repurchased, and
cancelled, under the programme.
Political donations
No contributions were made to political
parties during the year (2022: £Nil).
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. Information
set out in the table at the bottom of page
90 has been received, in accordance
with DTR 5, from holders of notifiable
interests in the Company’s issued share
capital.
Data Protection and Privacy
Data Privacy is a fundamental part of our
Corporate Ethics and Future is dedicated
to ensuring we protect the data of our
customers, employees, and prospective
employees.
We strive to ensure we treat their data
with the same standard of care as we
expect our own data to be treated. Our
partners are also expected to treat it to
the same standard.
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.
Corporate governanceAnnual Report and Accounts 2023
90
Corporate
Governance
Our Privacy Office, and Data Protection
Officer, continually review, develop,
and improve Future’s privacy practices
to ensure we uphold these principles
and that 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.
Privacy and digital advertising
standards
Future abides 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. User privacy
will continue to evolve and become
more complex over time and 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 customer data platform, Aperture.
These platforms allow us to gather
consent and process highly valuable
Substantial interests
endemic audiences ensuring that our
advertisers can reach their customers
across our portfolio of market leading
digital properties.
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.
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, COO, to
the General Counsel 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 ensure not
only are we legally compliant, but that
we also comply with our own ethical and
editorial standards.
Results and dividends
The results of the Group are shown on
pages 116 to 175 and movements in
reserves are set out in note 25 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 (2022: 3.4p per
share) payable on 13 February 2024 to
shareholders recorded on the register
at the close of business on 19 January
2024. The Ordinary Shares will become
ex-dividend on 18 January 2024.
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
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
BlackRock, Inc.
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.
Norges Bank
As at 30 September 2023*
As at 6 December 2023*
Nature of holding
7.17%
5.86%
5.68%
4.99%
4.99%
4.91%
3.81%
3.71%
3.01%
7.47%
5.86%
5.68%
4.99%
4.99%
4.91%
3.81%
3.71%
3.04%
Direct and indirect
Direct
Indirect
Indirect
Direct and indirect
Indirect
Indirect
Indirect
Direct and 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.
Future plc Directors’ responsibilities
91
terminable upon change of control of
the Company. In common with market
practice, awards under certain of the
Group’s long-term incentive plans (details
of which are set out in the Directors’
Remuneration Report on page 92) 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 Jon Steinberg’s service agreement,
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.
This Directors’ Report was approved by
order of the Board.
On behalf of the Board
David Bateson
Company Secretary
6 December 2023
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:
Subject Matter
Important events since the
financial year-end
Likely future developments in the business
Page
11
9
Information on financial instruments
159
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
86
31
32
38
84
With the exception of capitalised website development costs,
the Group has not undertaken any material research and
development costs (FY 2022: nil).
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulation.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
have prepared the Group 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
• prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
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
functions are listed in the Corporate
Governance report confirm that, to the best
of their knowledge:
• the Group and Company financial
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:
Jon Steinberg
Chief Executive
6 December 2023
Corporate governanceAnnual Report and Accounts 2023 92
Corporate
governance
Director’s Remuneration Report
• Base Salary: Jon’s base salary on
appointment was originally set at
£700,000 per year. In determining the
right level of base salary the Committee
considered the following matters:
- As highlighted in last year’s report to
shareholders, the change of long-
term incentives from the VCP to a
PSP meant that we needed to review
base salaries for our Executive
Directors to ensure the overall
remuneration package remained
competitive. We undertook this
review last year for our CFO but did
not do the same for our CEO due to
the impending change of leadership.
As part of Jon’s recruitment, we took
the opportunity to commission an
external review of CEO remuneration
at comparable companies to
Future, both in the media sector
and wider UK market, with similar
characteristics in terms of revenue
base, market capitalisation,
employee numbers and international
complexity. The Committee did
not use the external review as the
definitive source to determine CEO
pay but it provided helpful context for
the discussions.
- Through the recruitment process the
Board met with a number of high-
quality candidates for the CEO role
and was able to gather very specific
data on their current remuneration
packages and their expectations
for what remuneration would be
needed to make joining Future
as CEO an attractive proposition.
These candidates were both UK- and
US-based and the process provided
very good insight on where CEO
remuneration would need to be set in
order to be competitive in the current
market. A key requirement for the
CEO search was to find a candidate
with direct experience of the US
media industry, given the significant
opportunity for the Group to grow
in the US. We recognised that
attracting such candidates meant
being mindful of US remuneration
available, which is generally at a
higher level than for candidates with
UK-only experience.
- The Committee was also mindful
that base salary is just one element
of executive pay and the final
determination was made such that
the overall package was competitive
and provides good alignment with
shareholders’ interests. We believe
that, taking all these elements
into account, we have achieved a
CEO remuneration package which
has the right balance between
being attractive enough to allow
us to recruit a strong leader for the
business and not being profligate
with our shareholders’ money. The
initial base salary set at £700,000
- and indeed the package as a
whole, including the fair value of
variable incentives - was positioned
approximately half-way between
the median and upper quartiles
of the aforementioned data from
the externally reviewed UK peers,
reflecting the level required to attract
an executive with the necessary US
experience and Jon’s track record.
• LTIP awards: Under our Remuneration
Policy the CEO would normally be
awarded PSPs each year valued at
200% of base salary. The Remuneration
Committee was mindful that the targets
for the PSP award made to Jon in May
2023 upon joining the business were
set last year in November 2022 and
based on a strategic plan developed
by the former CEO. We were also
aware that Jon would want to create
his own strategic plan which will direct
the Company over coming years. The
Committee felt it was important that
Jon be more significantly incentivised
on the new strategic plan rather than
the old one and so resolved to change
the balance of his first two PSP awards.
As permitted under our Remuneration
Policy, we reduced the size of Jon’s first
PSP award (granted in May 2023) to
100% of base salary, with his second
PSP award (to be granted in December
2023) increased to c.296% of base
salary (comprising 100% of salary award
calibrated on his original base salary of
£700,000 and a 200% of salary award
based on his FY 2024 base salary). In this
way, Jon’s remuneration is much more
closely tied to targets which align to his
strategy for the business. From FY 2025
onwards we expect to make awards of
PSPs to Jon worth 200% of base salary.
Targets for Variable Pay Elements
One of the key tasks for the
Remuneration Committee in 2023 has
been to consider the right metrics and
targets for the annual bonus scheme and
the new PSP awards. Our considerations
have also had to navigate significant
changes both within the company (new
leadership and revised strategy) as
well as the external market (worsening
economic conditions, new challenges to
our model from emerging technologies
and significant increases in the cost of
capital). We are also on a continuing
journey to incorporate ESG metrics into
Mark Brooker
Chair of the Remuneration
Committee
Dear Shareholders
On behalf of the Remuneration
Committee, I am pleased to present
the Directors’ Remuneration Report for
the period ended 30 September 2023.
This report covers my second year as
Remuneration Committee Chair and
details how we have implemented the
new Remuneration Policy for Future
PLC which was approved by 93% of
shareholders at our Annual General
Meeting in February 2023.
Our new Remuneration Policy was
proposed after extensive consultation
with our shareholders in 2022, my first
year as Remuneration Committee Chair,
and marked a significant shift in the long-
term incentive structures for executive
directors. We have moved away from the
use of a Value Creation Plan (VCP) which
has been replaced by a more market-
typical Performance Share Plan (PSP). I
would like to thank our shareholders for
their input to the new Policy and for their
support at the AGM.
Key Issues in 2023
Appointment of a new
Chief Executive Officer
This year saw a change of leadership
at Future with Jon Steinberg joining as
CEO to replace Zillah Byng-Thorne. The
Remuneration Committee designed a
compensation package for Jon that is
aligned to our Remuneration Policy and
competitive in the global marketplace
in which Future competes for senior
executive talent. Full details of Jon’s
remuneration is included later in the
report but to assist shareholders in
understanding the Committee’s decision
making I highlight below some of the key
matters that were debated:
Future plc our incentive scorecards. Details of
specific targets are included in the main
remuneration report. Shareholders may
find the commentary below a helpful
explanation of the Committee’s thinking
on this topic:
Members
Mark Brooker (Chair since 1 October 2021)
Rob Hattrell
Angela Seymour-Jackson
93
Since
2020
2018
2021
• ESG targets: As discussed in last year’s
Remuneration Report, Future is on a
journey to add environmental, social
and governance (ESG) metrics to
the scorecards for our variable pay
awards. The Committee is mindful
that any ESG metrics should be both
relevant to the Company’s strategic
goals and externally measured and
verified. We took our first step last
year with the inclusion of Employee
Engagement as a performance
metric in the annual bonus for our
Executive Directors. Future’s strategy
is to create specialist content that
connects people to their passions.
We use this content to build an
audience that we can then monetise
through advertising, e-commerce
and subscription revenue. We are not
an asset heavy business. All the way
through our value chain it is our people
who will determine the success of
the business. Employee Engagement
is a core KPI for us to improve the
productivity and retention of our
workforce and we will retain focus
on this measure through continued
inclusion of this target in the annual
bonus for FY 2024. You will see
from the Responsibility Committee
Report (page 25) that the company
has made good progress this year in
measuring its carbon emissions and
setting reduction goals for 2030 and
2050. Whilst Future is not a large
absolute emitter of carbon we believe
the process we have been through has
focused the organisation on the risks
we face from climate change and how
they can be mitigated. Managing our
emissions is an important part of this
mitigation as increasingly consumers,
advertisers and employees want to
see us make progress toward net zero.
The Committee therefore believes we
should add a carbon reduction target
to our variable pay awards. We will do
this through the PSP award as a three
year target for carbon reduction fits
better with the longer term nature of
the initiatives rather than an annual
target. Whilst good progress has
been made toward measuring our
carbon emissions and setting goals
for 2030 and 2050, we are not yet
ready to have robust interim targets
which align with the performance
window of this year’s PSP award. We
are therefore not including a carbon
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 COO may be invited to attend
Committee meetings. The Company
Secretary 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 2023 and
how much they received in relation to the
financial year ended 30 September 2023.
Key objectives
Our objective is to have a fair, equitable and
competitive total reward package that
supports our vision; and to ensure rewards
are performance-based and reinforce
long-term shareholder value creation.
Key responsibilities
• Designing & implementing the
remuneration policy.
• Ensuring the competitiveness of reward.
• Designing the incentive plans, including
the setting of incentive targets and
overseeing all share awards.
• Setting remuneration for the Executive
Directors and Board Chair and overseeing
senior executive and all employee
remuneration policies across the Group in
alignment with Group’s reward principles.
Key areas of focus in FY 2023
• Securing shareholder approval at the 2023
AGM, for the Remuneration Policy for FY
2023-2025 and ensuring the Policy was
implemented in line with business strategy
and culture.
• Setting an appropriate remuneration
package to support a successful transition
of the incoming CEO, as well as
appropriate leaver arrangements for the
outgoing CEO.
• Keeping under review the remuneration
arrangements across the Group.
• Continuing to monitor remuneration
practices across Future and keeping
abreast of developments and best
practice in the wider market.
• Monitoring the effectiveness of
Responsibility targets in our executive
incentives to reinforce the delivery of our
strategy in this important area.
Key priorities in FY 2024
• Make first regular PSP awards under new
Remuneration Policy with targets aligned
to revised strategic plan.
• Review evolution of Group’s carbon
reduction targets and consider including
carbon reduction target in PSP awards to
be granted in FY 2025.
reduction target for this year’s PSP
but the Committee will keep under
review the opportunity to do so for the
2024 award once the pathway toward
our 2030 goal has been fully scoped.
• FY 2024 annual bonus targets:
The Remuneration Committee
reviewed the metrics used for the
annual bonus scheme and decided
to continue with the current format
for Executive Directors. Adjusted
Operating Profit (AOP) will remain
the primary target for the annual
bonus scheme with a 90% weighting.
AOP is the key financial metric
used by the Company to measure
its performance. This metric is well
understood by the leadership team
and provides transparency on their
progress towards our goals. We are
introducing longer-term organic
revenue alongside EPS growth targets
in the PSP (see below) which act as
a balance to ensure management
focus on longer-term growth metrics
as well as the annual profit target. As
described above, we will retain a 10%
weighting on Employee Engagement
in the annual bonus scheme.
• FY 2024 PSP targets: The first regular
annual PSP awards made under the
new Remuneration Policy will be
made in December 2023 or early in
2024. The Remuneration Committee
reviewed the performance metrics for
this award and has decided to use the
combination described below which
fits with the revised strategic plan.
Details of the actual targets for each
metric are shown on page 101.
Director’s remuneration reportAnnual Report and Accounts 2023 94
Corporate
governance
• Relative Total Shareholder Return
(40% weighting): Relative TSR will be
used as the highest weighted metric
to ensure alignment with shareholders
in terms of outcome. We have chosen
to measure TSR performance relative
to the FTSE250 index (ex Investment
Trusts) to reduce the chance of
management unfairly benefitting or
being penalised due to overall market
movements. We believe the broad
index is a better benchmark than a
narrow peer group of companies as
most of Future’s direct competitors
are either privately held businesses or
divisions of larger organisations.
• Adjusted Earnings per Share (30%
weighting): We will continue to use
adjusted EPS as a key performance
measure for our PSP as it provides a
good measure of profitability available
to shareholders. We have set the
performance range at a three year
CAGR of 3% for threshold vesting and
8% for maximum vesting. In doing
so, the Remuneration Committee
considered the organic financial
outcomes from the Board approved
three year strategic plan as well as
opportunities from capital returns.
The level of adjusted EPS growth in
this three year performance window is
impacted by investments in the plan in
years one and two which drive growth
in later periods.
• Organic Revenue Growth (30%
weighting): We are introducing an
organic revenue growth target into this
PSP to align with the greater emphasis
on organic growth in the new strategic
plan. The board believes achieving
sustainable organic revenue growth is
important for long-term shareholder
value creation. We are mindful that
organic revenue growth needs to be
delivered in a managed way and so
this target is balanced by both EPS
growth targets in this plan and the
annual bonus AOP target to ensure the
target is not met through uncontrolled
spending.
Leaver arrangements for former CEO
Another key issue for the Committee
in FY 2023 was to determine the leaver
arrangements for our former CEO, Zillah
Byng-Thorne. Upon leaving, Zillah was
given “good leaver” status in line with our
Remuneration Policy as she was stepping
down from executive duties. However,
on 24 July 2023 M&C Saatchi PLC
announced that Zillah would take on the
role of Executive Chair from 1 September
2023, pending the appointment of a
new CEO. Conscious of the need to
protect value for Future’s shareholders,
the Committee reviewed the original
leaver arrangements and removed the
“good leaver” status. This resulted in
an earlier end to the payment of base
salary and benefits and the forfeiting of
any outstanding VCP awards that Zillah
continued to hold. Full details of the leaver
arrangements are included in the report.
Annual bonus for new CEO in FY 2023
Jon Steinberg informed the Committee
of his intention to waive his entitlement
to an annual bonus award in FY 2023.
Jon’s maximum bonus would have been
worth £700,000 had it paid out in full.
75% of the bonus related to an Adjusted
Operating Profit target which was not
met. 25% of the bonus, worth up to
£175,000, relates to Jon’s individual
performance and was based on three
strategic goals set by the Board when Jon
joined the Company, against which strong
progress has been made. The Committee
believes Jon is demonstrating strong
leadership by not accepting this bonus,
given that Future is not paying bonuses to
the vast majority of colleagues this year.
Given Jon’s intention to waive his bonus
entitlement, the Committee did not go
through a formal process of assessing the
individual performance element of the
bonus outcome for FY 2023.
Other areas of Remuneration Policy
implementation in FY2024
A summary of the approach to
implementation of the Remuneration
Policy outside the topics covered above:
• The CEO’s base salary will be increased
to £730,000 effective 1 December
2023. This increase reflects a cost
of living adjustment of 4.3%, which is
below the planned annual increase for
the UK workforce of 5%.
• Base salary for our CFSO, Penny
Ladkin-Brand, will be increased to
£450,000. This is the second and
final step of a rebasing of Penny’s base
salary and was set out to shareholders
in last year’s Remuneration Report. For
convenience, we have again included
the background and rationale for the
Committee’s decision in this report.
• Both Executive Directors will continue
to receive a pension allowance of 5%,
aligned with the workforce in the UK
where both directors are based
• Annual bonus potential will be set at
200% of base salary for the CEO and
150% for the CFSO. Any bonus payable
is delivered 50% in cash and 50% in
Future shares deferred for two years
• PSP award for our CFSO will be 167%
of base salary.
Use of discretion during FY 2023
The Committee did not exercise any
discretion in respect of the remuneration
outcomes during the year.
Conclusion
FY 2023 represents a year of significant
change at Future. In terms of executive
remuneration, it is the first year of
implementation of our new Remuneration
Policy. As indicated last year, I am
pleased to report that we have made
significant progress toward normalising
the executive pay structures at Future
and have successfully recruited a new
CEO with a remuneration package within
the parameters set out in the Policy.
I would like, once again, to thank my
fellow Committee members for their
contributions during the year as well as
the shareholders and proxy agencies
who have continued to provide feedback.
As ever, we welcome all shareholders’
feedback on this report and we look
forward to receiving your support for
Annual Report on Directors’ Remuneration
at our AGM on 7 February 2024.
Mark Brooker
Chair of the Remuneration Committee
6 December 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:
• The single total figure of remuneration for
Directors and accompanying notes (page 97)
• Directors’ interests in share schemes (page 105)
• Payments to past Directors (page 104)
• The statement of Directors’ shareholdings and
share interests (page 105).
The remaining sections of the Report are not
subject to audit.
Future plc 95
Remuneration at a glance
The main features of the Policy as applied in FY 2023 are summarised in the table below (where references to the CEO are to Jon Steinberg, who joined
as an Executive Director on 3 April 2023). Details of payments made to the former CEO, Zillah Byng-Thorne, who stepped down as an Executive Director
on 31 March 2023, are set out on pages 97-106. The table also includes details of how the Policy is intended to apply in FY 2024:
Element of
remuneration
Application of the Remuneration Policy
FY 2023
FY 2024
Paid over the financial year
Base salary
See page 98 for
more details
CEO: £700,000
CEO: £700,000, increased to £730,000 (+4.3%) from 1 December 2023
CFSO: £362,355, increased to £410,000 (+13%) from 1 November 2022,
as noted in FY 2022 Annual Report
CFSO: £410,000, increasing to £450,000 (+9.8%) from 1 November
2023, as noted in FY 2022 Annual Report
Pensions and
benefits
See page 98 for
more details
CEO: 5% of salary from 3 April 2023 (in line with our commitment to
bring the CEO pension in line with the wider workforce)
CEO: 5% of salary
CFSO: 5% of salary
CFSO: 5% of salary, reduced from 6% from 1 January 2023, in line with
the wider workforce
No changes to other benefits.
Benefits comprise principally car allowance, private health insurance
and life assurance. The CEO was also entitled to a contribution, of up to
£260,000 (inc VAT), towards his expenses of relocating himself and his
family from New York to London, including temporary accommodation
for the first 6 months of the appointment, flight and shipping costs
and the first 4 months’ rental on his London house. These costs are
repayable if the CEO terminates his employment before 3 April 2024.
Paid in the year after the relevant financial year, with an element subject to mandatory deferral
Annual bonus
See page 98 for
more details
Maximum opportunities of:
CEO – 200% of salary. For FY 2023, the bonus opportunity was pro-
rated from 3 April and based 75% on Adjusted Operating Profit and 25%
on a set of personal and strategic objectives set by the Remuneration
Committee. However, as noted in the Chair’s letter, Jon waived his
entitlement to an annual bonus award in FY 2023.
CFSO – 150% of salary. For FY 2023, performance measures were
90% based on Adjusted Operating Profit, adjusting for any material
acquisitions, as required, and 10% based on ESG metrics.
Bonus targets have not been met in respect of FY 2023 performance
and therefore no bonus will be paid out.
Awards are subject to malus and clawback (see page 110).
No change to opportunities or overall structure (including malus and
clawback provisions).
The performance measures for FY 2024 will be 90% on Adjusted
Operating Profit and 10% on ESG metric (Employee Engagement).
Vest at least three years after grant, subject to performance conditions, with a post-vest holding period
Performance
Share Plan
See page 101 for
more details
CEO - Granted an award of 100% of salary. Remuneration Committee
decided to delay award of further 100% of salary until FY 2024, when
performance targets could be set that align with the new strategic plan.
CEO - Will be granted an award of 100% of his previous base salary
(delayed from FY 2023) plus 200% of his new salary. From FY 2025, PSP
award to the CEO will be 200% of his salary.
CFSO - Granted an award of 83.5% of salary (in February 2023).
Vesting of awards based 100% on 3-year EPS performance.
CFSO - Will be granted an award of 167% of salary.
Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year EPS
performance, and 30% on 3-year organic revenue growth.
Shareholding
requirements
See page 104 for
more details
CEO: 200% of salary
CFSO: 300% of salary
No change.
Director’s remuneration reportAnnual Report and Accounts 2023 96
Corporate
governance
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.
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
and other colleagues within the Group.
The Company currently does not comply
with provision 41 of the 2018 Code
in terms of workforce consultation
on executive remuneration. The
Company is committed to developing
the pay and grading calibration for the
workforce and will revisit inclusion
of wider representation in workforce
remuneration at an appropriate time in
the future. 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.
The structure of reward necessarily
differs based on scope and responsibility
of role, level of seniority and location.
The table below illustrates how the core
elements of Executive Director, Executive
Leadership Team and wider Future
leadership teams’ pay aligns with the
wider workforce.
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 not only the national
minimum but at least at the wage set by the Living Wage Foundation. This was introduced in 2021 and continues
to be reviewed and updated annually.
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
Eligible colleagues at all levels participate in the VCP, which was introduced and granted in FY 2021.
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.
Executive Directors and
other senior leadership
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 performance metrics.
Executive
Directors only
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).
Future plc Annual report on remuneration
The following section provides details of how the Directors’ Remuneration
Policy was applied for the year ended 30 September 2023 and how the
Committee intends to apply the Policy in the year ending 30 September 2024.
97
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 2023.
£'000
Executive Directors
Jon Steinberg6
Penny Ladkin-Brand
Non-Executive Directors
Richard Huntingford
Meredith Amdur1
Mark Brooker7
Hugo Drayton8
Rob Hattrell9
Alan Newman10
Angela Seymour-Jackson11
Former Executive Directors
Zillah Byng-Thorne12
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
2023
2023
2022
2022
2021
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
350
406
331
207
206
59
57
69
67
80
77
75
57
69
67
85
82
297
575
191
15
11
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
17
-
-
–
-
437
471
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,012
944
18
21
18
-
-
-
-
-
-
-
-
-
-
-
-
-
-
559
442
1,268
207
206
59
57
69
67
80
77
75
57
69
67
85
82
559
442
360
207
206
59
57
69
67
80
77
75
57
69
67
85
82
18
41
324
2,589
324
633
-
-
908
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,956
Notes:
1. Meredith Amdur is US-based. During FY 2023 Meredith received US$74,022 (FY 2022: US$73,600 ) as remuneration (Sterling equivalent shown in the table above using the exchange rate of £1 = US$ 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. The figure for
Jon Steinberg’s taxable benefits includes his relocation allowance for FY 2023, which is detailed on page 95.
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 99. Jon Steinberg
waived any FY 2023 bonus entitlement.
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 100 for further details). No PSP awards vested
during the year. 2022 figure: relates to 100% of the PSP awards granted on 23 November 2019 which vested 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 recalculated using the share price at the date of vest of 1405p, and is therefore different to the figures included in last
year’s report (which were based on a 3-month average share price to 30 September 2022). Further details relating to the PSP are set out on page 100.
5. Jon Steinberg, Penny Ladkin-Brand and Zillah Byng-Thorne 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. Jon Steinberg was appointed to the Board as Chief Executive Officer on 3 April 2023. The figures shown in the table above relate to the period 3 April 2023 to 30 September 2023.
7. Chair of the Remuneration Committee.
8. Senior Independent Director and Chair of the Responsibility Committee.
9. Consumer Duty Champion, GoCompare.com Limited
10. Chair of the Audit and Risk Committee.
11. Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.
12. Zillah Byng-Thorne stepped down from the Board on 31 March 2023. The figures shown in the table above relate to the period 1 October 2022 to 31 March 2023. Details of Zillah’s other remuneration in
connection with her cessation of employment are set out in the relevant section on page 104.
13. Non-Executive Director fees were increased as of 1 November 2022.
Director’s remuneration reportAnnual Report and Accounts 2023 98
Corporate
governance
Context for
remuneration decisions
The context for the Committee’s
decision-making this year is set
out in the introductory letter on
pages 92 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 remuneration
principles set out on page 107
• 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.
Further context and rationale for setting
the level of CEO salary can be found in the
Chair’s letter on page 92.
FY2023
Jon Steinberg’s salary was £700,000,
which was paid from 3 April 2023, the
date he became an Executive Director.
Penny Ladkin-Brand’s salary was
£362,355, which was increased to
£410,000 (+13.1%) from 1 November
2022. Zillah Byng-Thorne was an
Executive Director until 31 March 2023.
She received a salary of £575,000, which
was increased to £598,000 (+4%) from 1
November 2022, until the termination of
her employment on 1 September 2023, as
detailed on page 104.
FY 2024
The Remuneration Committee approved
a 4.3% increase to Jon Steinberg’s
salary, to £730,000, which took effect
from 1 December 2023. This increase
reflected a cost of living adjustment
which is below the planned annual
increase for the UK workforce of 5%.
As mentioned in the FY 2022 DRR, the
Committee resolved to increase Penny
Ladkin-Brand’s salary to £450,000 in a
phased manner over a two-year period,
noting that the resultant base salary
was within the market range for other
FTSE250 companies, notwithstanding
that the role at Future is broader and
the incumbent a consistent above-
median performer. The first of these
increases (to £410,000) took effect from
1 November 2022. The second increase
(to £450,000, +9.8%) was subsequently
approved by the Committee, taking
into account Penny’s continued strong
individual performance and particularly
her critical role in supporting a smooth
leadership transition during the year.
The Committee also noted that,
although the Group had not met its profit
target for the year, the performance
(in particular share price) had been
significantly impacted by external
market conditions and underlying
performance of the Group has been
in line with market expectations. The
Committee therefore resolved to
continue with the salary increase as
planned.
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 2023.
FY 2023
Employer’s pension contributions were
payable to the Executive Directors as
a salary supplement, at a rate of 5%
of basic salary for Jon Steinberg (from
3 April 2023) and at a rate of 6% of
basic salary, which reduced to 5% from
1 January 2023, for Penny Ladkin-
Brand (aligned with the majority of UK
employees in line with Provision 38 of
the UK Corporate Governance Code
(the Code), as set out in the FY 2022
Remuneration Policy).
Zillah Byng-Thorne received a cash
supplement in lieu of pension contribution
of 6% of salary.
FY 2024
Jon Steinberg and Penny Ladkin-Brand
will each receive a cash supplement in
lieu of pension contribution of 5% of
basic salary.
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 Executive
Directors also have the opportunity to
participate in the Company’s SIP on the
same terms as other UK employees. Jon
Steinberg’s relocation allowance ceased
to apply from the end of FY 2023.
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 appropriate for
Future at this time.
FY 2023
For Jon Steinberg, the bonus opportunity
was pro-rated from 3 April. Given that
Jon joined as CEO part way through the
financial year, the Committee decided
that his FY 2023 bonus should be based
75% on Adjusted Operating Profit
(AOP) performance (defined as adjusted
earnings before interest and tax) and
25% on a set of personal and strategic
objectives set by the Remuneration
Committee. For Penny Ladkin-Brand,
the bonus opportunity was 90% based
on AOP and 10% based on an ESG
metric related to staff engagement.
Zillah Byng-Thorne was not eligible to
receive a bonus for FY 2023, reflecting
her employment termination date of 31
August 2023, as explained on page 104.
Future plc
99
against which strong progress has been
made. The Committee believes Jon is
demonstrating strong leadership by not
accepting this bonus, given that Future is
not paying bonuses to the vast majority
of colleagues this year. Given Jon’s
intention to waive his bonus entitlement,
the Committee did not go through a
formal process of assessing the individual
performance element of the bonus
outcome for FY 2023.
Full details of the target ranges set at the
start of the financial year are set out in
the table below.
For both the AOP and employee
engagement measures, actual
performance for the year was below the
level required to trigger a bonus payout
and accordingly no bonus became
payable for these elements. Accordingly,
Penny Ladkin-Brand will not receive an
annual bonus in respect of the FY 2023
financial year.
In respect of the CEO, Jon Steinberg
informed the Committee of his intention
to waive his entitlement to an annual
bonus award in FY 2023. Jon’s maximum
bonus would have been worth £700,000
had it paid out in full. 75% of the bonus
related to an Adjusted Operating Profit
target which was not met. 25% of the
bonus, worth up to £175,000, relates to
Jon’s individual performance and was
based on three strategic goals set by the
Board when Jon joined the Company,
Annual bonus targets
Threshold
Target
Max
Actual
%
weighting
% of maximum
achieved
Performance
measure
Penny Ladkin-Brand
Adjusted
Operating Profit
£283.7m
£291.0m
£327.4m
£256.4m1
Employee
engagement target
73.7%
-
75%
69%
90%
10%
Overall
Jon Steinberg
Adjusted
Operating Profit
£283.7m
£291.0m
£327.4m
£256.4m1
75%
Strategic Objectves
Not formally assessed given CEO’s decision to waive his entitlement to an annual bonus for FY 2023. 25%
Overall
nil%
nil%
nil%
nil%
Waived
nil%
DABS Awards granted during the year to 30 September 2023
Awards granted to Executive Directors under the DABS during the year in respect of the FY 2022 annual bonus are as set out below. The value of these
DABS awards is captured in the FY 2022 single figure of remuneration.
Executive Director
Date of award
Face value
Number of shares
granted
Vesting date
Penny Ladkin-Brand
6 December 2022
£218,443 (50% of bonus)
15,329
Zillah Byng-Thorne
6 December 2022
£506,000 (50% of bonus)
35,508
The first Dealing Day after the
announcement of the FY2024 results
The first Dealing Day after the
announcement of the FY2024 results
1 The share price used to calculate the number of shares was £14.25 (the mid-market quote (MMQ) on 6 December 2022).
Director’s remuneration reportAnnual Report and Accounts 2023 100
Corporate
governance
DABS Awards vested during the year to 30 September 2023
Awards granted under the DABS in December 2020 in respect of the FY 2020 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 2022 results, as set out below. The value of these DABS awards was captured in the FY 2020 single figure of
remuneration.
Executive Director
Date of award
No. of shares
Vesting date
Zillah Byng-Thorne
17 December 2020
Penny Ladkin-Brand
17 December 2020
27,111
9,988
30 November 2022
30 November 2022
FY 2024
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 2023.
The maximum opportunity will remain at
200% of salary for the CEO and 150% of
salary for the CFO, with 90% of the total
bonus amount being in relation to AOP and
10% in relation to an ESG target, which,
for FY 2024, will continue to be employee
engagement. As explained in the Chair’s
letter, employee engagement is a core
KPI for us to improve the productivity
and retention of our workforce and we
will retain focus on this measure through
continued inclusion of this target in the
annual bonus award in FY 2024.
Specific performance targets for the FY
2024 Annual Bonus are not disclosed due
to their commercial sensitivity, but will be
disclosed retrospectively in the FY 2024
Annual Report.
In accordance with the Policy, 50% of any
bonus earned will be deferred in Future
shares for 2 years under the DABS.
LONG-TERM INCENTIVE PLANS
Value Creation Plan (VCP)
The concept and operation of the VCP
was explained in detail in the FY 2020
Annual Report (page 103).
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.
VCP Units granted during FY 2023
As noted in the report for FY 2022, no
further VCP units were granted to
Executive Directors from FY 2023.
VCP Units vesting during FY 2024
No further VCP units will be granted to the
Executive Directors.
The performance period for Tranche 1
of the VCP concluded on 30 September
2023. At the end of the 3-year period,
Future’s £ TSR was below the hurdle rate
of 10% per annum required to trigger any
payout under the scheme and accordingly
no value was realised by any participants
in respect of this Tranche, including Penny
Ladkin-Brand. These units will lapse and
there will be zero vesting.
FY 2023
PSP awards granted to the Executive Directors in FY 2023 are set out below:
Executive Director
Date of award
Shares granted
Market value on date of award
Face value (and % of salary)
Jon Steinberg
19 May 2023
Penny Ladkin-Brand
9 February 2023
79,545
22,808
£8.80
£15.01
£700,000 (100% of salary)
£342,350 (83.5% of salary)
The awards for Jon Steinberg and Penny Ladkin-Brand are based 100% on 3 year EPS growth to FY 2025 as per the targets set out on page 104 of
the FY 2022 Annual Report.
Any awards vesting will be subject to a mandatory 2- year holding period following the end of the 3 year performance period.
No PSP awards were granted to the Executive Directors in FY 2020 and therefore none have vested this year.
Future plc 101
FY 2024
In continuation of our intent in last year’s report to return to the usage of PSPs to Policy, we have solidified our PSP goals for FY 2024. The
performance share plan will have three metrics: Relative Total Shareholder Return, Adjusted Earnings per Share, and Organic Revenue Growth.
Measure
Relative TSR2
Weight
40%
30 Sept. 2026
Measurement Date
Target
Vesting Outcome1
Adjusted Diluted EPS
30%
30 Sept. 2026
Organic Revenue Growth
30%
30 Sept. 2026
Notes:
1.
2. The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE250 index excluding Investment Trusts
Straight Line vesting between these points
Below Median
At Median
At Upper Quartile
Below 153.8p
at 153.8p
at 177.4p
Below 1.5%
1.5% CAGR
5.0% CAGR
0%
25%
100%
0%
25%
100%
0%
25%
100%
In setting the performance conditions for this year’s PSP award the Remuneration Committee has responded to feedback from shareholders and
taken account of the revised strategy of the company. Our rationale for each element is as follows:
• Relative Total Shareholder Return (40% weighting): Relative TSR will be used as the highest weighted metric to ensure alignment with shareholders in terms of outcome.
We have chosen to measure TSR performance relative to the FTSE250 index (ex Investment Trusts) to reduce the chance of management unfairly benefitting or being
penalised due to overall market movements. We believe the broad index is a better benchmark than a narrow peer group of companies as most of Future’s direct
competitors are either privately held businesses or divisions of larger organisations. Feedback from shareholders during our consultation specifically expressed a
preference for relative TSR metrics rather than an absolute measure.
• Adjusted Earnings per Share (30% weighting): We will continue to use adjusted EPS as a key performance measure for our PSP as it provides a good measure of profitability
available to shareholders. We have set the performance range at a three year CAGR of 3% for threshold vesting and 8% for maximum vesting. In doing so, the Remuneration
Committee considered the organic financial outcomes from the board approved three year strategic plan as well as opportunities from capital returns. The level of adjusted
EPS growth in this three year performance window is impacted by investments in the plan in years one and two which drive growth in later periods.
• Organic Revenue Growth (30% weighting): We are introducing an organic revenue growth target into this PSP to align with the greater emphasis on organic growth in the
new strategic plan. The board believes achieving sustainable organic revenue growth is important for long-term shareholder value creation. We are mindful that organic
revenue growth needs to be delivered in a managed way and so this target is balanced by both EPS growth targets in this plan and the annual bonus AOP target to ensure the
target is not met through uncontrolled spending. We have set the performance range at a three year CAGR of 1.5% for threshold vesting and 5.0% for maximum vesting. The
Remuneration Committee was mindful that the organic revenue growth target is a blend of stronger organic growth in the media business offset by negative growth in the
magazines business. We decided to use a blended target for the PSP performance condition so as to incentivise management on the performance of both businesses given
that both growing the media revenue and minimising decline in magazines offers a route to delivering value for our shareholders.
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 all-
employee data 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.
Director1,4
Basic salary/fee
Taxable benefits
Bonus2
Executive Directors
FY 2023
FY 2022
FY 2021
FY 2020
FY 2023
FY 2022
FY 2021
FY 2020
FY 2023
FY 2022
FY 2021
FY 2020
Jon Steinberg
Penny Ladkin-Brand
Zillah Byng-Thorne
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
All employees3
N/A
12%
4%
0%
0%
0%
0%
26%
0%
0%
8%
N/A
N/A
0%
2%
4%
22%
3%
4%
3%
29%
(2%)
N/A
N/A
26%
42%
2%
N/A
19%
20%
23%
N/A
(6%)
N/A
8%
(4)%
18%
N/A
N/A
19%
2%
6%
N/A
(1%)
N/A
21%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
15%
13%
(6%)
N/A
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3%
N/A
(100)%
N/A
N/A
(100)%
(12)%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(99)%
(35%)
N/A
N/A
21%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(28)
N/A
53%
33%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
Notes:
1. Changes in Directors and roles during the FY 2021, FY 2022 and FY 2023 financial years were as follows:
• Penny Ladkin-Brand was appointed to the Board as CFO on 1 November 2021.
• Zillah Byng-Thorne stepped down from the Board on 31 March 2023.
• Jon Steinberg was appointed to the Board as CEO on 3 April 2023.
•Rob Hattrell was appointed Consumer Duty Champion in October 2022.
2. 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.
3.
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 resulted in an overall decrease in all-employee remuneration including bonus in FY 2022.
4. Remuneration for any part year served has been annualised for comparison purposes.
Director’s remuneration reportAnnual Report and Accounts 2023
102
Corporate
governance
Relative importance of spend on pay
The relative importance of spend on pay for the business is shown in the table below.
2023
Group pay:
£188.3m
(-0.4%)
2022
Group pay:
£189.1m
Group operating costs
excluding Group pay &
exceptional costs:
£411.4m (-4.3%)
Group operating costs
excluding Group pay
& exceptional costs:
£429.8m
Capital expenditure: £11.3m (-2.6%)
Acquisition of own shares: £24.5m (+210%)
Distributions to shareholders: £4.0m (-1.3%)
Capital expenditure: £11.6m
Acquisition of own shares: £7.9m
Distributions to shareholders: £4.1m
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 FY
2022 and FY 2023 being, respectively,
(i) the 3.4p final dividend for FY 2022,
paid in February 2023; and (ii) the 3.4p
final dividend proposed for the FY 2023
financial year, payable in February 2024 .
The dividend figure of £4.0m in the chart
above is based on the issued share capital
of 119.1m as at 30 September 2023.
The acquisition of own shares figure of
£24.5m includes £13.1m in relation to the
share buyback.
CEO pay ratio
UK reporting regulations require
companies with 250 or more UK
employees 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 prior years’ analysis,
with the ratio of CEO total pay to that
of employee pay received during the
financial year ended 30 September
2023. This includes basic salary,
benefits, pension contributions (for
CEO figure), and the value received from
incentive plans.
CEO pay ratio
Financial Year
Calculation metodology
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
2023
2022
2021
2020
Option A
Option B
Option B
Option B
29:1
104:1
311:1
107:1
22:1
86:1
240:1
84:1
15:1
65:1
184:1
66:1
This year the methodology chosen was Option A; the company has an updated reporting system that allows us the ability to calculate using this
preferred method. The data represents the FTE equivalent of all 2,086 UK employees active as of the last day of our fiscal year (30 September 2023).
The employee calculation includes all pay components that mirror the CEO single figure of remuneration. 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 2023 is consistent with the
pay, reward and progression policies for the Company’s UK employees taken as a whole.
The CEO single figure remuneration represents a combination of the two CEOs for the time they were active in that role during FY2023 (1 October 2023
to 31 March 2023 for Zillah Byng-Thorne, and 3 April 2023 to 30 September 2023 for Jon Steinberg).
The ratios of CEO pay to employee pay are significantly lower this year than in other years, primarily due to both CEOs receiving neither performance
shares nor a bonus payout during the period of measurement. There was also an uptick in employee pay relative to last year given the Living Wage and
Cost of Living adjustments, but that is not as significant a factor in the lowered ratios.
A summary of the salaries and total single figures of remuneration for the relevant individuals in FY 2023 is included in the table below:
Total single figure of remuneration
Pay level
Salary
CEO
£647,000
Single figure of remuneration
£883,000
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
£28,145
£30,389
£36,678
£40,308
£51,000
£57,580
Future plc 103
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 January 2022
Fees effective from
1 November 2022
Fees effective from
1 January 2024
Base fees
Board Chair
Non-Executive Director
Additional fees
Senior Independent Director
Audit and Risk Committee Chair
Remuneration Committee Chair
Responsibility Committee Chair
GoCompare.Com Limited Chair
GoCompare.Com Consumer Champion INED fee
£207,060
£56,940
£10,000
£10,000
£10,000
£10,000
£25,000
-
£207,060
£59,218
£10,400
£10,400
£10,400
£10,400
£26,000
£15,600
£226,762
£62,3571
£11,390
£11,390
£11,390
£11,390
£28,473
£17,084
1Meredith Amdur is paid in US$ and for FY 2023 this was subject to a fixed exchange rate of £1 = US$1.3. The increase to be applied to her fees, and to the fees of all the Non-Executive Directors, from
1 January 2024 will be 4.3%, which is below the base salary increase for UK employees.
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 2013)
£2,500
Future plc
£2,000
FTSE Mid 250 Excluding Investment Trust Index
FTSE All-Share Media Index GBP
)
£
(
t
n
e
m
t
s
e
v
n
I
£1,500
£1,000
£500
£0
Sep 13
Sep 14
Sep 15
Sep 16
Sep 17
Sep 18
Sep 19
Sep 20
Sep 21
Sep 22
Sep 23
The table below shows the CEO’s single figure of remuneration and variable pay outcomes over the same period as the graph above.
Year
FY 2014
FY 2015
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2023
Zillah Byng-Thorne
Jon Steinberg1
CEO single figure of
remuneration £’000
Annual Bonus
(% of Maximum)
PSP Vesting
(% of Maximum)
£306
£471
£347
£5,425
£10,881
£5,678
£3,685
£8,390
£2,776
£324
£559
20%
36%
0%
0%
0%
0%
88%
100%
100%
100%
100%
88%
100%
100%
100%
100%
100%
100%
n/a
n/a
01
n/a
1 As noted on page 95, Jon Steinberg waived any FY 2023 bonus entitlement arising from the personal strategic objectives element.
Director’s remuneration reportAnnual Report and Accounts 2023
104
Corporate
governance
Payments for loss of office (audited)
Chief Executive Officer
Zillah Byng-Thorne stepped down as CEO
and from the Board on 31 March 2023. She
initially remained an employee on garden
leave until 31 December 2023, during
which time she continued to receive all
contractual benefits including pension and
car allowance. She was also initially treated
as a ‘good leaver’ in respect of her share
plan awards.
In July 2023, Zillah informed Future that, as
of 1 September 2023, she would take on
the role of Executive Chair at M&C Saatchi
PLC pending the appointment of a new
CEO of that company. This was announced
by M&C Saatchi on 24 July 2023. In light of
this, and conscious of the need to protect
value for our shareholders, Future reviewed
the original leaver arrangements set out
above, which were modified as follows, and
accepted by Zillah, from 31 August:
- For the purposes of her basic salary and
contractual benefits, her termination date
was accelerated from 31 December 2023,
to 31 August 2023. All contractual notice
payments therefore ceased from that date.
In total, Zillah received £271,200 in respect
of basic salary and contractual benefits
over the period 1 April 2023 to 31 August
2023.
- She was no longer treated as a ‘Good
Leaver’ for in-flight incentive cycles, as
the original basis for that treatment was
her intention to step down from executive
duties. Therefore, as of 31 August 2023,
her FY2023 bonus opportunity and her
unvested awards under Tranches 1 and 2
of the VCP, lapsed (Tranche 3 had already
been lapsed). In respect of her unvested
DABS, in line with the Policy, these awards
subsist and will vest in line with the original
deferral period and subject also to malus
and clawback. Zillah has no other unvested
equity awards.
- All other terms of her departure remained
in place, including all holding periods
and her post-employment shareholding
requirement, as well as her non-compete,
non-solicit and non-poaching restrictions,
which still run to 31 December 2023.
Payments to past Directors (audited)
Details of payments to Zillah Byng-Thorne
are set out in the section above. There were
no other payments to past Directors during
FY 2023.
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 2023 AGM)
which requires the CEO to build up a holding
of shares of 200% of salary and the CFSO
to build up a holding of shares of 300%
of salary over a five-year period from
appointment.
In respect of Jon Steinberg, the period
commenced on 3 April 2023, the date upon
which he joined the Board. Jon currently
holds 90,617 shares, which he purchased
on 18 May 2023 and which, as at 30
September 2023, were worth £805,585
(115% 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 2023, Penny Ladkin-
Brand had a holding of 94,053 shares
which, at the share price on the same date,
were worth £836,131 (204% of salary).
Between 30 September 2023 and the sign
off date of this report there have been no
changes in the Directors’ interests in shares.
Directors in office at 30
September 20231
Balance as at 30
September 20222
Purchases during the
year
Share scheme exercises
during the year
Sales during the year
Balance as at 30
September 20233
Executive Directors
Jon Steinberg
Penny Ladkin-Brand
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Hugo Drayton
Rob Hattrell
Alan Newman
Angela Seymour-Jackson
-
158,053
24,500
385
1,500
2,376
-
8,750
3,145
90,617
-
-
-
-
-
-
-
-
Total
198,709
90,617
-
-
-
-
-
-
-
-
-
-
-
64,000
-
-
-
-
-
-
-
90,617
94,053
24,500
385
1,500
2,376
-
8,750
3,145
64,000
225,326
Notes:
1. All holdings are beneficial.
2. Or on appointment
3. Details of the share options and awards for Executive Directors are set out on page 100. No such options or awards are granted to Non-Executive Directors.
4. As at the date she stepped down as a Director, on 31 March 2023, Zillah Byng-Thorne had a holding of 245,648 shares which, at the share price on the same date, were worth £2,847,060 (476% of salary).
Future plc 105
Executive Director shareholdings
Jon Steinberg
Penny Ladkin-Brand
y
r
a
l
a
s
f
o
e
g
a
t
n
e
c
r
e
P
750%
500%
250%
0%
200%
115%
y
r
a
l
a
s
f
o
e
g
a
t
n
e
c
r
e
P
750%
500%
250%
0%
300%
204%
Required Holding
Actual Holding
Required Holding
Actual Holding
576%
Directors’ interests in share schemes (audited)
Details of units, options and other share incentives held by Executive Directors who served during the year, 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 2022
Granted
during the year
Released during
the year
Balance at
30 Sept 2023
25 Nov 2019
First dealing day after the
announcement of the FY 2021 results
Penny Ladkin-Brand
17 Dec 2020
First dealing day after the
announcement of the FY 2022 results
12,155
9,988
6 Dec 2022
First dealing day after the
announcement of the FY 2024 results
-
Total
25 Nov 2019
First dealing day after the
announcement of the FY 2021 results
Zillah Byng-Thorne
17 Dec 2020
First dealing day after the
announcement of the FY 2022 results
9 Feb 2022
First dealing day after the
announcement of the FY 2023 results
25,194
27,111
19,993
PSP
-
-
15,329
-
-
-
-
-
(25,194)
(27,111)
12,155
9,988
15,329
-
-
-
19,993
Director
Date of grant1
Earliest exercise date
Expiry
date
Exercise
price per
share (p)
Balance at
1 Oct 2022
Granted
during
the year
Vested
during
the year2
Exercised
during
the year
Balance
at 30 Sept
2023
Jon Steinberg
19 May 2023
18 May 2026
19 May 2033
Nil
-
79,545
23 Nov 2018
25 Nov 2019
9 Sept 20225
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
23 Nov 2028 Nil
76,344
25 Nov 2029 Nil
27,654
25 Nov 2029 Nil
5,870
-
-
-
9 Feb 2023
8 Feb 2026
9 Feb 2033
Nil
-
22,808
Penny Ladkin-Brand3
Total
24 Nov 2017
Zillah Byng-Thorne
23 Nov 2018
First dealing day after the
announcement of the FY 2020 results
First dealing day after the
announcement of the FY 2021 results
24 Nov 2027 Nil
4,345
23 Nov 2028 Nil
196,687
25 Nov 2019
First dealing day after the
announcement of the FY 2022 results
25 Nov 2029 Nil
67,185
-
-
-
Total
Notes:
1. Awards granted since November 2018 are subject to a mandatory 2-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. See page 78 for details.
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. See page 103 of the FY 2022 Annual Report for further information.
-
-
27,564
5,870
-
-
-
67,185
-
-
-
-
-
79,545
76,344
27,654
5,870
22,808
132,676
(4,345)
-
-
-
196,687
67,185
263,872
Director’s remuneration reportAnnual Report and Accounts 2023
106
Corporate
governance
VCP
Director
Date of
grant
Vesting date
Balance as at 1
October 2022
Granted
during the
year
Forfeited
during the
year
Balance as at
30 September
2023
14 Apr 2021
The first Dealing Day after the
announcement of the FY23 results
140,000
Zillah Byng-Thorne
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
14 Apr 2021
The first Dealing Day after the
announcement of the FY23 results
20,000
-
-
-
-
9 Feb 2022
-
27,472
Penny Ladkin-Brand
14 Apr 2021
The first Dealing Day after the
announcement of the FY24 results
20,000
-
9 Feb 2022
14 Apr 2021
9 Feb 2022
The first Dealing Day after the
announcement of the FY25 results
20,000
-
-
43,000
-
43,000
(140,000)
(140,000)
(140,000)
-
-
-
-
-
-
-
-
-
20,0001
27,4721
20,000
43,000
20,000
43,000
Notes:
1. Based on performace to 30 September 2023, these VCP units are expected to lapse in full during FY 2024 and result in zero vesting
The key features of the VCP are as set out in the FY 2022 Annual Report.
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
Governance
The Committee is responsible for determining
the overall remuneration policy of the Group,
and in particular:
The terms of reference of the Remuneration
Committee, reviewed annually, are available on
the Company’s website (www.futureplc.com).
• 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.
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.
• Approving the terms of any new share-based
incentive scheme for any employees of
the Group, subject, where appropriate, to
shareholder approval.
Ellason LLP is the Committee’s independent
adviser and was appointed by the Committee in
January 2021, 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
£81,650 (2022: £59,393) on the basis of time
and materials. The increase in advisory fee
in 2023 compared with 2022 relates to the
new Remuneration Policy put to the AGM in
February 2023.
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 following table shows the results of the advisory vote on the FY 2022 Remuneration Report, and the binding vote on the Remuneration Policy, at the 2023
Annual General Meeting:
For (including discretionary)
81,056,630 (83.0%)
91,450,475 (92.73%)
Against
16,585,463 (17%)
7,151,979 (7.325%)
Remuneration Report FY 2022
Remuneration Policy
Total votes cast (excluding withheld votes)
97,642,093 (80.8% of the total voting rights)
98,602,454 (81.7% of the total voting rights)
Votes withheld
7,182,929
6,222,568
Future plc 107
As set out in the Chair’s 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 2023
this limit had not been exceeded (7.2%).
The Company has also applied, since 2021,
a secondary, ‘5% in 10 years’ dilution limit,
for any future discretionary awards, in line
with generally-accepted principles of good
governance. As at 30 September 2023 this
limit had not been exceeded as all currently
expected dilution is covered by shares held
in the Company Employee Benefit Trust
(nil%), as shares are held in the Company’s
Employee Benefit Trust to cover outstanding
share options.
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
Code provision: Remuneration structures
should avoid complexity and their rationale
and operation should be easy to understand.
• The Company operates an approach to remuneration that is simple to understand and familiar to key stakeholders. 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
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.
• Appropriate limits are stipulated in the Policy and within the respective plan rules.
• 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
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 possible reward outcomes can be easily quantified, and these are regularly reviewed by the Committee.
• 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
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.
• Variable incentive outcomes are clearly aligned to delivery of the 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 96.
Director’s remuneration reportAnnual Report and Accounts 2023 108
Corporate
governance
Directors’ Remuneration Policy
The current Directors’ Remuneration Policy (the ‘Policy’) was approved by shareholders at Future’s AGM on 8 February 2023, and will apply from that
date for a period of up to three years.
For full details of the Policy, please refer to the FY 2022 Annual Report.
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.
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.
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 basic
annual salary set to reflect workforce practices at the time and in the relevant
jurisdiction.
The maximum contribution payable to the Executive Directors is aligned to that
Not applicable.
offered to the majority of employees in the UK (currently 5% of salary).
All-employee
share plans
To encourage share ownership by employees and align their
interests with those of shareholders.
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.
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.
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.
50% of any performance-related bonus earned will be delivered by way of a
deferred share award, which will vest two years after the award date.
A payment equal to the value of dividends, which would have accrued on
deferred awards, may be made following the release of awards to participants,
either in the form of cash or as additional shares.
Payments and awards in relation to the performance-related bonus are subject
to malus and clawback provisions, further details of which are included as a note
to the policy table.
Salary increases shall generally reflect market conditions, performance of the
Not applicable.
individual, new challenges or a new strategic direction for the business.
There may be occasions when the Committee needs to recognise circumstances
including, but not limited to: an individual’s development in the role, a change in the
responsibility and/or complexity of the role. In these circumstances, the Committee
may award a higher annual increase than the average for the workforce, the rationale
for which will be explained to shareholders in the Annual Report on Remuneration.
The Company shall continue to provide benefits to Executive Directors at
Not applicable.
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
SIP: the maximum participation level will be aligned with the limits set out in UK
Not applicable.
tax legislation.
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 performance measures’ relative weightings and targets are set annually by the
Committee. Details of the measures and their relative weightings are disclosed annually
The maximum bonus opportunity for each Executive Director is disclosed in the
in the Annual Report on Remuneration with the targets disclosed at such time as they are
Annual Report on Remuneration and shall only be payable for outperformance of
not deemed to be commercially sensitive, or where disclosing all targets at the same time
stretching targets.
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
Target performance will typically deliver up to 50% of maximum bonus, with
appropriate.
threshold performance typically paying up to 25% of maximum.
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.
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
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,
Exceptional maximum annual award face value: 300% of salary.
if used, will not be weighted more than 25% of the award opportunity. Financial
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.
Threshold performance will generally result in up to 25% of maximum vesting for
that element.
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.
Future plc
109
Element
Objective and link to strategy
Operation
Max. potential value
Performance measure
Basic annual
salary
Director.
To recruit, retain and motivate individuals of a high calibre, and
Basic annual salary is paid in 12 equal monthly instalments during the year
reflect the skills, experience and contribution of the relevant
and is reviewed annually. When assessing the level of basic annual salary, the
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.
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.
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.
Pension
To reflect wider workforce practices and broad
The Company shall make a contribution up to a maximum percentage of basic
competitiveness with market practice at the relevant time.
annual salary set to reflect workforce practices at the time and in the relevant
The maximum contribution payable to the Executive Directors is aligned to that
offered to the majority of employees in the UK (currently 5% of salary).
Not applicable.
All-employee
share plans
interests with those of shareholders.
To encourage share ownership by employees and align their
The Company operates all-employee schemes in the UK and the US, with
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.
Target performance will typically deliver up to 50% of maximum bonus, with
threshold performance typically paying up to 25% of maximum.
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.
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.
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.
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.
jurisdiction.
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.
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.
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.
Performance-related
bonus
To incentivise and reward strong performance against annual
The Committee sets financial targets based on a number of reference points,
targets linked to delivery of the strategic plan.
including performance during the previous financial year and the budget for
the forthcoming year. Strategic objectives will be set, and performance of the
Targets are set annually by the Committee, based on:
individual against these assessed, at the Committee’s discretion.
(i) financial performance against budget and, at the
Committee’s discretion; (ii) strategic targets which may be set
50% of any performance-related bonus earned will be delivered by way of a
on a collective basis or tailored for each Executive Director.
deferred share award, which will vest two years after the award date.
Long-term share-based
incentive (PSP)
To incentivise sustained long-term performance that
Annual awards of conditional shares or nil-cost options that normally vest
supports the creation of value for shareholders.
subject to three-year performance against targets set at grant.
Director’s remuneration reportAnnual Report and Accounts 2023
110
Corporate
governance
different elements of remuneration under
three different performance scenarios:
‘Minimum’, ‘Target’, and ‘Maximum’.
Potential reward opportunities are
based on Future’s remuneration policy,
applied to the base salary effective 1
December 2023 (in the case of the CEO)
and 1 November 2023 (in the case of the
CFSO). The performance-related bonus
is based on the maximum opportunities
set out under the remuneration policy for
normal circumstances. The PSP award
opportunity shown in the charts is based
on the expected grant date face value
which, for the CEO only, includes a one-off
exceptional grant based on 100% of his
salary on appointment (the grant of which
was delayed from FY 2023 as explained
earlier in this report).
The ‘Minimum’ scenario reflects base
salary, pension and benefits (i.e. fixed
remuneration) which are the only
elements of the Executive’s remuneration
packages not linked to performance.
The ‘Target’ scenario reflects
fixed remuneration as above, plus
performance-related bonus payout of
50% of maximum and threshold PSP
vesting (assumed to be 25% of maximum
for the purposes of 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 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 in
relation to the illustrative PSP valuations
shown in the charts on the following page:
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 Directors’
Remuneration Report.
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 typically 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 96, 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 long-term equity
incentives to key employees, 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 for
the CFSO (of 300% of salary) was set
in 2021, at an increased level to reflect
the implementation of the VCP. The
shareholding guideline applying to Jon
Steinberg as CEO under the 2023 Policy
is 200% of salary, a level that reflects the
structure of Jon’s package. Details of the
Executive Directors’ current shareholdings
are provided on page 105.
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 on the next page provide an
illustration of the potential future reward
opportunities for the CEO and CFSO,
and the potential split between the
Future plc 111
Pay for Performance scenarios
Jon Steinberg
Penny Ladkin-Brand
)
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
6000
5000
4000
3000
2000
1000
0
£5,485
19.1%
40.0%
£4,405
15.9%
33.2%
33.1%
26.6%
£2,055
8.5%
17.8%
35.5%
£785
100.0%
38.2%
17.8%
15.3%
)
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
3000
2500
2000
1500
1000
500
0
£2,290
49.2%
£1,914
39.3%
35.3%
29.5%
25.4%
21.3%
£1,013
18.6%
33.3%
48.1%
£488
100.0%
Minimum
On-target
Maximum
Maximum
Plus 50% share prive
appreciation
Minimum
On-target
Maximum
Maximum
Plus 50% share prive
appreciation
Fixed remuneration
Performance-related bonus
PSP
Exceptional PSP
FY 2024 remuneration assumptions
Salary
Pension
Benefits
Performance-related bonus (% of salary)
Performance Share Plan (% of salary)
Jon Steinberg
Penny Ladkin-Brand
Executive Director
£730,000
5% of salary
£19,000
Target: 100%
Maximum: 200%
£450,000
5% of salary
£15,000
Target: 75%
Maximum: 150%
Threshold: 50%
Maximum: 200%
Maximum plus 50% share price growth: 300%
Threshold: 42%
Maximum: 167%
Maximum plus 50% share price growth: 250%
Exceptional Performance Share Plan
(% of salary, FY 2024 only)
Threshold: 24%
Maximum: 96%
Maximum plus 50% share price growth: 144%
Not applicable
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
reflecting 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 (other than the Nomination
Committee) If 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 103.
Aggregate fees paid to
non-Executive Directors are
subject to the limits set out in
the Articles of Association.
Director’s remuneration reportAnnual Report and Accounts 2023
112
Corporate
governance
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 determined by reference to relevant market data, experience and
skills of the individual, internal relativities and their current basic salary.
n/a
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 benefits which may include (but are not limited to) the provision of a
car allowance, permanent health insurance, healthcare and life assurance.
n/a
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 contributions or an equivalent cash supplement aligned to that
offered to other new employees in the relevant jurisdiction at the time of appointment.
n/a
Performance-related
bonus
The structure described in the Policy table will apply to new appointees with the relevant maximum being
pro-rated to reflect the proportion of employment over the year. If used, individual and/or strategic targets may
be tailored to the priorities agreed for the executive over the remainder of the relevant financial year.
200%
Share incentive schemes
New appointees will be granted awards under the PSP on the same terms as other executives, as described in
the Policy table.
300%
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 which the candidate was
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 above. 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 111.
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.
Future plc 113
Executive Directors
In summary, the contractual provisions for current Executive Directors are as follows:
Contract provision
Policy
Detail
Notice periods
Director or Company shall be entitled to serve twelve months’ notice.
A Director may be required to work during their
notice period or be put on garden leave.
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).
In the event of termination by either the Director
or the Company, the Director will be entitled to
receive six months’ salary
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, and 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 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 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 may
be agreed in the event of termination
of employment due to redundancy.
The Committee also retains the
ability to reimburse reasonable legal
costs incurred in connection with a
termination of employment; and
4. Any payment for statutory
entitlements or to settle claims in
connection with a termination of any
existing or future Executive Director
as necessary.
Director’s remuneration reportAnnual Report and Accounts 2023 114
Corporate
governance
Non-Executive Directors
Contract provision
Policy
Detail
Notice periods
Three months’ notice from either the Company or Director.
Appointed for a three year term, subject to annual
re-election by shareholders at the Company’s AGM.
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
6 December 2023
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 Penny Ladkin-Brand,
the Committee has agreed that she may
hold one Non-Executive role. As her
non-Executive rule is a Chair role she is
technically overboarded throughout the
year. The Committee 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
held by our current Executive DIrectors,
during the financial year ended 30
September 2023, Jon Steinberg held
no such positions. Penny Ladkin-Brand
served as Non-Executive Chair at Next
Fifteen Communications Group plc, for
which she retained total fees of £153,750.
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.
The Committee and the full Board is made
aware of, and consulted on, the Company’s
Human Resources strategy and takes
seriously its obligation to have a broad
oversight on the operation of fair pay
policies elsewhere in the Group.
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.
Future plc 115
Director’s remuneration reportAnnual Report and Accounts 2023 116
Future plc
Financial statements
117
Independent auditor’s report
128
Consolidated income statement
128
129
129
130
131
132
133
135
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
Accounting policies
142
Notes to the financial statements
Independent auditor’s report to
the members of Future plc
117
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 2023 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 company statements of changes in equity;
the consolidated and company balance sheets;
the consolidated cash flow statement and the related notes to the consolidated cash flow statement A
to D;
the accounting policies, compliance statement and basis of preparation; and
the related notes 1 to 31.
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
Financial StatementAnnual Report and Accounts 2023 118
Financial
Statement
parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
3. Summary of our audit approach
KKeeyy aauuddiitt mmaatttteerr
The key audit matter that we identified in the current year is:
The valuation of intangible assets arising from the acquisitions of ActualTech LLC
and Gardening Know How
MMaatteerriiaalliittyy
The materiality that we used for the group financial statements was £7.3m (FY22:
£8.8m) which was determined based on forecast profit before tax adjusted for
transaction and integration related costs, as defined in note 5, and exceptional
items as defined in note 6.
SSccooppiinngg
Our scoping covered 95% of the group’s revenue; 89% of the group’s profit before
tax; and 96% 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:
The valuation of intangible assets acquired during the year has remained a
key audit matter; in the prior year, it related to Dennis Publishing, but in
the current year relates to the acquisitions of Actual Tech LLC and
Gardening Know How.
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:
Understanding 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;
Challenging the adequacy of downside scenarios and the reverse stress tests and performing sensitivity
testing, considering the plausibility of a break even scenario;
Assessing 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 19 to the financial
statements; and
Assessing 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
Future plc
119
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.. TThhee vvaalluuaattiioonn ooff iinnttaannggiibbllee aasssseettss aarriissiinngg ffrroomm tthhee aaccqquuiissiittiioonnss ooff AAccttuuaallTTeecchh LLLLCC aanndd GGaarrddeenniinngg
KKnnooww HHooww
KKeeyy aauuddiitt mmaatttteerr
ddeessccrriippttiioonn
HHooww tthhee ssccooppee ooff oouurr
aauuddiitt rreessppoonnddeedd ttoo tthhee
kkeeyy aauuddiitt mmaatttteerr
Following the acquisitions of ActualTech LLC and Gardening Know How in the year,
management has completed the valuation of the acquisition balance sheets for the
businesses. The group recognised £28.9m of goodwill and £19.9m of intangibles
relating to the two acquisitions. Further details on the amounts recognised can be
found in Note 29. Management engaged valuation specialists to support in the
valuation of intangible assets and the overall preparation of the acquisition balance
sheet positions including goodwill. The intangible assets are valued using a relief
from royalty method for brands and a multi-period excess earning method (MEEM)
for vendor relationships.
The acquisitions of ActualTech LLC and Gardening Know How are material to the
group and the growth rates and discount rates are the most sensitive assumptions
that underpin the valuation of the intangibles. Further details are included within
the Audit Committee report on page 87, in the accounting policies section and
note 1 to the financial statements.
In response to the identified key audit matter we have performed the following
procedures:
Assessed the processes and relevant controls around management’s valuation
estimates on acquired intangibles including those around data used in forming
those estimates. Gained an understanding of relevant controls over management’s
review of revenue projections and input data used in that review;
Evaluated the appropriateness of the methodologies used to value intangible
assets and the reasonableness of key valuation assumptions, supported by our own
valuation specialists;
Financial StatementAnnual Report and Accounts 2023 120
Financial
Statement
Challenged the revenue growth assumptions driving value in the models 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 and previous acquisitions; and
Assessed the competence, capability 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 the acquired
intangible assets in relation to the ActualTech LLC and Gardening Know How
acquisitions to be 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
£7.3m (FY22: £8.8m)
£4.3m (FY22: £5.3m)
BBaassiiss ffoorr
ddeetteerrmmiinniinngg
mmaatteerriiaalliittyy
5% of forecast profit before tax adjusted for
transaction and integration related costs
(defined in note 5) and exceptional items
(defined in note 6). The basis is consistent
with 2022, when transaction and integration
related costs were included within
exceptional items.
Parent company materiality is based on less
than 1% of net assets and capped at 60% of
group materiality.
RRaattiioonnaallee ffoorr tthhee
bbeenncchhmmaarrkk
aapppplliieedd
Profit before tax adjusted for exceptional
items and transaction and integration costs
is a key metric used by management,
investors, analysts and lenders, with
shareholder value being driven by the result.
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.
Future plc
121
PBT adjusted for
transaction and
integration related
costs and
exceptional items
£152.8m
Group materiality
£7.3m
Component
materiality range
£3.6 to £4.3m
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% (FY22: 70%) of group materiality
70% (FY22: 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 level of corrected and uncorrected misstatements identified in the previous
audit; and
The level of consistency in key management personnel.
66..33.. EErrrroorr rreeppoorrttiinngg tthhrreesshhoolldd
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of
£0.4m (FY22: £0.4m), 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.
The group is headquartered in Bath and operates in UK, US and Australia. Based on that assessment we
focused our group audit scope on seven components including the parent company, which were subject either
Financial StatementAnnual Report and Accounts 2023
122
Financial
Statement
to full scope audits or audits of specific account balances. This is consistent with the approach taken in the
previous year.
The seven components represent the principal business units with the group’s reportable segments and
account for 95% of the group’s revenue and 90% of the adjusted profit before tax and 96% 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 were executed at levels of materiality
applicable to each individual entity, which were lower than group materiality ranging from £3.6m to £4.3m
(FY22: £4.0m to £5.3m).
At the group level we also tested the consolidation process and carried out analytical procedures on 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.
22%% 33%%
99%%
11%%
PPrrooffiitt
bbeeffoorree ttaaxx
RReevveennuuee
9955%%
33%% 11%%
NNeett aasssseettss
8899%%
9966%%
Full audit scope
Audit of specific account balances
Review at group level
Full audit scope
Audit of specific account balances
Review at group level
Full audit scope
Audit of specific account balances
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 the key general IT controls.
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, key audit matter (where relevant to that component), 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.
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 has concluded that there is not.
Refer to the Financial Review report on page 70. 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.
Future plc
123
8. Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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
Financial StatementAnnual Report and Accounts 2023
124
Financial
Statement
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
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 in-house legal counsel concerning actual and
potential litigation and claims;
Future plc 125
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.
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 45;
Financial StatementAnnual Report and Accounts 2023
126
Financial
Statement
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 53;
the directors' statement on fair, balanced and understandable set out on page 86;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 48;
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 86 and 87, and
the section describing the work of the audit committee set out on page 85.
14. Matters on which we are required to report by exception
1144..11..
AAddeeqquuaaccyy ooff eexxppllaannaattiioonnss rreecceeiivveedd aanndd aaccccoouunnttiinngg rreeccoorrddss
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
1144..22..
DDiirreeccttoorrss’’ rreemmuunneerraattiioonn
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
1155..11..
AAuuddiittoorr tteennuurree
Following the recommendation of the Audit Committee, we were appointed by the shareholders at the Annual
General Meeting on 21 February 2021 to audit the financial statements for the year ended 30 September
2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm is therefore
three 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.
Future plc 127
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
6 December 2023
Financial StatementAnnual Report and Accounts 2023
128
Consolidated income statement
for the year ended 30 September 2023
Revenue
Net operating expenses
Operating profit
Finance income
Finance costs
Net finance costs
Profit before tax
Tax charge
Profit for the year attributable to owners of the parent
Earnings per Ordinary share
Basic earnings per share
Diluted earnings per share
Consolidated statement of comprehensive income
for the year ended 30 September 2023
Profit for the year
Items that may be reclassified to the consolidated income statement:
Currency translation differences
Gain on cash flow hedge
Other comprehensive (expense)/income 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.
2023
£m
2022
£m
788.9
825.4
(614.4)
(636.8)
Note
1, 2
3
8
8
1
9
174.5
0.9
(37.3)
(36.4)
138.1
(24.7)
113.4
188.6
0.1
(18.7)
(18.6)
170.0
(47.8)
122.2
2022
pence
101.4
100.9
2022
£m
122.2
80.8
-
80.8
203.0
Note
11
11
2023
pence
94.7
94.1
Note
22, 25
2023
£m
113.4
(42.9)
4.4
(38.5)
74.9
Future plc
129
Total
equity
£m
862.3
122.2
80.8
80.8
203.0
(7.9)
-
11.3
3.1
(7.7)
(3.4)
1,060.7
113.4
(42.9)
5.9
(1.5)
(38.5)
Cash flow
hedge
reserve
£m
Accu-
mulated
exchange
differences
£m
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5.9
(1.5)
(10.1)
-
80.8
80.8
80.8
-
-
-
-
-
-
70.7
-
(42.9)
-
-
4.4
(42.9)
Retained
earnings
£m
83.0
122.2
-
-
122.2
-
(7.5)
11.3
3.1
(7.7)
(3.4)
201.0
113.4
-
-
-
-
4.4
(42.9)
113.4
74.9
-
-
-
-
-
-
-
-
-
-
-
-
(13.5)
(24.9)
(4.1)
7.6
(0.1)
0.6
(4.1)
-
7.6
(0.1)
0.6
(4.1)
Merger
reserve
£m
Treasury
reserve
£m
581.9
(7.6)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7.9)
7.5
-
-
-
-
581.9
(8.0)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11.4)
4.1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.3
-
-
-
-
-
Consolidated statement of changes in equity
for the year ended 30 September 2023
Group
Issued
share
capital
£m
Share
premium
account
£m
Capital re-
demption
reserve
£m
Note
Balance at 30 September 2021
18.1
197.0
Profit for the year
Currency translation differences (net of tax)
Other comprehensive income 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
Profit for the year
Currency translation differences
Gain on cash flow hedge
Deferred tax on cash flow hedge
Other comprehensive income/(expense) for
the year
Total comprehensive income/(expense) for
the year
25
25
7
15
10
22, 25
15
Acquisition of own shares
23, 25
(0.3)
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 2023
25
7
15
10
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18.1
197.0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17.8
197.0
0.3
581.9
(15.3)
4.4
27.8
300.8
1,114.7
Company statement of changes in equity
for the year ended 30 September 2023
Company
Balance at 30 September 2021
Profit for the year
Total comprehensive income 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
Profit for the year
Gain on cash flow hedge
Deferred tax on cash flow hedge
Other comprehensive income for the year
Total comprehensive income for the year
Acquisition of own shares
Share schemes
- Issue of treasury shares to employees
- Share based payments
Dividends paid to shareholders
Balance at 30 September 2023
Issued share
capital
£m
Note
Share
premium
account
£m
Capital
redemption
reserve
£m
18.1
197.0
-
-
-
-
-
-
-
-
-
-
-
-
18.1
197.0
-
-
-
-
-
(0.3)
-
-
-
-
-
-
-
-
-
-
-
-
25
7
10
25
15
25
25
7
10
-
-
-
-
-
-
-
-
-
-
-
-
-
0.3
-
-
-
Merger
reserve
£m
472.9
-
-
-
-
-
-
472.9
-
-
-
-
-
-
-
-
-
Cash flow
hedge
reserve
£m
Retained
earnings
£m
-
-
-
-
-
-
-
-
-
5.9
(1.5)
4.4
4.4
-
-
-
-
47.5
257.9
257.9
(7.5)
11.3
1.2
(3.4)
307.0
57.3
-
-
-
57.3
(13.5)
(4.1)
7.6
(4.1)
Total
equity
£m
735.5
257.9
257.9
(7.5)
11.3
1.2
(3.4)
995.0
57.3
5.9
(1.5)
4.4
61.7
(13.5)
(4.1)
7.6
(4.1)
17.8
197.0
0.3
472.9
4.4
350.2
1,042.6
Financial StatementAnnual Report and Accounts 2023
130
Consolidated balance sheet
as at 30 September 2023
Assets
Non-current assets
Property, plant and equipment
Intangible assets - goodwill
Intangible assets - other
Financial asset - derivative
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
Capital redemption reserve
Merger reserve
Treasury reserve
Cash flow hedge 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
Financial liability - derivative
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
Contingent consideration
Deferred tax
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2023
£m
2022
£m
12
13
13
22
15
16
17
22
23
25
25
25
25
22, 25
19
21
15
20
22
19
18
22
22, 29
15
34.4
1,053.6
585.8
6.0
1,679.8
1.3
0.3
12.8
123.5
60.3
3.3
201.5
1,881.3
17.8
197.0
0.3
581.9
(15.3)
4.4
27.8
300.8
1,114.7
387.5
35.5
115.5
7.2
11.9
0.1
557.7
-
128.4
58.5
-
9.3
-
8.2
4.5
208.9
766.6
1,881.3
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
The financial statements on pages 128 to 174 were approved by the Board of Directors on 6 December 2023 and signed on its behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
Future plc
Company balance sheet
as at 30 September 2023
Assets
Non-current assets
Investments in Group undertakings
Deferred tax
Financial asset - derivative
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
Capital redemption reserve
Merger reserve
Cash flow hedge reserve
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
Trade and other payables
Deferred tax
Financial liability - derivative
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
131
Note
2023
£m
2022
£m
14
15
22
16
16
17
23
25
25
25
25
19
19
18
1,311.1
0.2
6.0
164.8
1,482.1
2.9
0.8
3.7
1,273.5
0.8
-
163.6
1,437.9
27.4
0.1
27.5
1,485.8
1,465.4
17.8
197.0
0.3
472.9
4.4
350.2
1,042.6
377.0
25.1
1.7
0.1
403.9
-
39.3
39.3
443.2
1,485.8
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
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 £57.3m (2022: £257.9m).
The financial statements on pages 128 to 174 were approved by the Board of Directors on 6 December 2023 and signed on its behalf by:
Richard Huntingford
Chair
Penny Ladkin-Brand
Chief Financial Officer
Future plc
03757874
Financial StatementAnnual Report and Accounts 2023
132
Consolidated cash flow statement
for the year ended 30 September 2023
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
Acquisition of own shares
Drawdown of bank loans
Repayment of bank loans
(Repayment)/drawdown of overdraft
Bank arrangement fees
Repayment of principal element of lease liabilities
Dividends paid
Net cash used in financing activities
Net increase/(decrease) 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
2023
£m
241.0
(22.3)
(2.3)
(33.6)
182.8
(2.0)
(9.3)
(47.5)
-
(58.8)
(24.5)
375.1
(416.7)
(4.2)
(6.5)
(6.0)
(4.1)
(86.9)
37.1
29.2
(6.0)
60.3
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
Future plc
Notes to the consolidated cash flow statement
for the year ended 30 September 2023
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
Gain on exit of leases
Amortisation of intangible assets
Share-based payments
Net finance costs
Tax charge
Cash generated from operations before changes
in working capital and provisions
(Decrease)/increase in provisions
Increase in inventories
Decrease/(increase) in trade and other receivables
Decrease in trade and other payables
Cash generated from operations
B. Analysis of net debt
133
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
Note
12
13
7
8
9
Group
2023
£m
113.4
8.8
10.3
(10.2)
71.0
7.6
36.4
24.7
262.0
(12.1)
(0.1)
7.6
(16.4)
241.0
The definition of net debt is provided in the 'Presentation of non-statutory measures' section of the Accounting policies, on page 137.
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
2022
£m
29.2
(83.8)
(369.0)
(423.6)
1 October
2021
£m
324.3
(42.5)
(458.1)
(176.3)
Net cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2023
£m
33.0
83.8
(31.6)
85.2
4.1
-
-
4.1
-
-
(3.7)
(3.7)
(6.0)
-
16.8
10.8
60.3
-
(387.5)
(327.2)
Net 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)
Financial StatementAnnual Report and Accounts 2023
134
C. Reconciliation of movement in net debt
Net debt at start of year
Increase/(decrease) in cash and cash equivalents
Net movement in borrowings
Amortisation of loan issue costs
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
Group
2023
£m
(423.6)
37.1
52.2
(3.7)
10.8
(327.2)
Group
2022
£m
(176.3)
(303.1)
73.9
(2.8)
(15.3)
(423.6)
1 October
2022
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other
non cash
movements
£m
30 September
2023
£m
(14.5)
33.0
(1.7)
16.8
12.6
8.3
84.1
(38.5)
66.5
83.3
1.6
4.1
-
5.7
(0.7)
-
-
-
(0.7)
5.0
(4.8)
(6.0)
-
(10.8)
7.2
4.2
-
16.8
28.2
17.4
-
-
(1.1)
(1.1)
-
10.6
-
-
10.6
9.5
82.1
60.3
3.3
145.7
(119.7)
(44.8)
-
(395.2)
(559.7)
(414.0)
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other non
cash move-
ments
£m
30 September
2022
£m
(7.4)
(316.1)
(0.6)
399.7
(324.1)
(125.2)
(48.9)
(43.1)
(463.1)
(680.3)
(280.6)
64.3
6.0
(38.6)
409.1
440.8
116.7
25.0
13.0
2.7
40.7
(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)
99.8
29.2
6.1
135.1
(138.8)
(67.9)
(84.1)
(373.5)
(664.3)
(529.2)
1
October
2021
£m
73.5
324.3
1.9
Future plc
Accounting policies
135
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 page 131. 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 2023 Annual
Report are set out on pages 135 to 141. These policies have been applied consistently to all years presented, unless otherwise
stated below. These financial statements have been prepared under the historical cost convention, except for derivative financial
instruments and contingent and deferred consideration, which are measured at fair value.
The going concern basis has been adopted in preparing these financial statements as stated by the Directors on page 46.
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:
policies, and Amendent regarding the
classification of debt with covenants;
• IFRS 7 Amendments regarding supplier
financial arrangements;
• 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 to include when assessing
whether a contract is onerous;
• IFRS 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;
• Annual Improvements to IFRS
Standards 2018-2020 Cycle.
The Group has entered into interest
rate swaps in the year, with the hedge
accounting requirements of IFRS 9
Financial instruments being applied.
The effective portion of the derivative is
recognised in other comprehensive income
and reclassified to profit or loss when
the qualifying asset, being the Group’s
borrowings, impacts profit or loss.
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 2023 and which the Group has
chosen not to adopt early. These include
the following standards which are relevant
to the Group:
• IAS 1 Amendments regarding the
classification of liabilities, Amendments
regarding the disclosure of accounting
• IFRS 16 Amendments to clarify how a
seller-lessee subsequently measures
sale and leaseback transactions;
• IAS 7 Amendments regarding supplier
finance arrangements;
• IAS 8 Amendments regarding the
definition of accounting estimates;
• IAS 12 Amendments regarding deferred
tax on leases and decommissioning
obligations and Amendments to
provide a temporary exception to the
requirements regarding deferred tax
assets and liabilities related to pillar two
income taxes;
• IFRS S1 General Requirements for
Disclosure of Sustainability-related
Financial Information; and
• IFRS S2 Climate-related Disclosures.
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
Financial StatementAnnual Report and Accounts 2023 136
would distort the user’s view of the
core trading performance of the Group.
Details of share-based payments are
shown in note 24.
• Transaction and integration related
costs – during the year the Group
has introduced a new Alternative
Performance Measure, Transaction and
integration related costs. Transactions
such as acquisitions are a key part of the
Group’s strategy and a material amount
of these costs are typically incurred,
however the timing and scale will vary
year on year. Transaction and integration
costs will also vary depending on the
scale and complexity of corporate
transactions and may cross financial
years. Splitting these costs out from
the broader category of exceptional
items is intended to allow a user of the
financial statements to assess the
impact of these activities on the Group’s
results. Costs which were included as
exceptional in the comparative period
have been included within transaction
and integration related costs on a
consistent basis with the current period.
Details of transaction and integration
related costs are shown in note 5.
• 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 6.
• 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. This is
consistent with industry peers and how
certain external stakeholders monitor
the performance of the business.
• Amortisation of non acquired intangible
assets, depreciation and interest
– Adjusted EBITDA excludes the
amortisation charge for computer
software and website development,
as well as amortisation of acquired
intangible assets, depreciation and
interest.
• Unwinding of discount on contingent
consideration (included in finance
costs) – the Group excludes the
unwinding of the discount on contingent
consideration from the Group’s adjusted
results on the basis that it is non-cash
and the balance is driven by the Group’s
assessment of the relevant discount
rate to apply. Excluding this item ensures
comparability with prior periods.
• Change in the fair value of contingent
consideration (included in finance
costs) – the Group excludes the
remeasurement of these acquisition-
related liabilities from its adjusted
results as the impact of remeasurement
can vary significantly. During the
year the underlying agreement of the
contingent consideration in relation to
ActualTech was changed, resulting in a
change in the fair value (see note 29 for
further detail).
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 and impairment
of acquired intangible assets, exceptional
items, transaction and integration related
costs, 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
including adjustments in respect of prior
year 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.
A reconciliation of adjusted EBITDA and
adjusted operating profit to operating
profit and profit before tax is shown below:
A summary table of all measures is
included on the next page.
A reconciliation between adjusted and
statutory earnings per share measures is
shown in note 11.
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.
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.
Adjusted EBITDA
Depreciation
Amortisation of
non-acquired intangibles
2023
£m
2022
£m
276.8 293.8
(8.8)
(9.1)
(11.6)
(13.0)
Unrealised losses are also eliminated but
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.
Adjusted operating profit
256.4 271.7
Share-based payments
(including social security costs)
(note 7)
(7.8)
(6.9)
Transaction and integration related
costs (note 5)
(7.4)
(14.5)
Exceptional items (note 6)
(7.3)
(3.4)
Amortisation of acquired
intangibles (note 13)
(59.4)
(58.3)
Operating profit
174.5 188.6
Net finance costs
(36.4)
(18.6)
Profit before tax
138.1
170.0
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
Future plc 137
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 consumer, rather than the
amount remitted by the agent.
Closest
equivalent
statutory
measure
Definition
APM
Adjusted
EBITDA
Operating
profit
Adjusted EBITDA represents operating profit before share-based payments
(relating to equity-settled awards with vesting periods longer than 12 months)
and related social security costs, amortisation, depreciation, transaction and
integration related costs and exceptional items.
Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue.
Adjusting items are shown on page 136 and defined in the commentary.
Adjusted
operating
profit
Operating
profit
Adjusted operating profit represents operating profit 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, transaction and integration related costs and exceptional items.
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 on the previous page.
Adjusted
profit
before tax
Profit
before tax
Adjusted profit before tax represents profit before tax before share-based
payments (relating to equity-settled awards with vesting periods longer
than 12 months) and related social security costs, finance costs, amortisation
of acquired intangible assets, transaction and integration related costs,
exceptional items, unwinding of discount and fair value movements on
contingent consideration.
Adjusting items are shown on the previous page.
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 11.
Adjusted
effective
tax rate
Effective
tax rate
Adjusted effective tax rate is defined as the effective tax rate adjusted for the tax
impact of adjusting items including adjustments in respect of prior year and any
other one-off impacts , including adjustments in respect of previous years. The tax
impact of adjusting items is provided in note 9.
Adjusted
operating
cash flow
Operating
cash flow
Adjusted operating cash flow represents cash generated from operations
adjusted to exclude cash flows relating to transaction and integration related
costs, 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 cashflows 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 capitalised bank arrangement fees. It does not
include lease liabilities recognised following the adoption of IFRS 16 Leases.
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
event has taken place.
• 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
Financial StatementAnnual Report and Accounts 2023 138
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 (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
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
Future plc 139
• Land and buildings – 50 years or period
of the lease if shorter.
computer software or websites are
recognised as an expense as incurred.
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.
• 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.
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.
(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).
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 includes expenditure that is directly
attributable to the acquisition of t
he 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:
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
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.
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 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 the Balance sheet date,
on the basis of the discounted present
value of expected future cash flows plus a
terminal value and reflects general market
sentiment and conditions.
Financial StatementAnnual Report and Accounts 2023 140
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.
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.
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.
Derivative financial instuments
The Group uses interest rate swaps to
hedge its exposure to interest rate risk
arising from operational and financing
activities. Further details are disclosed in
note 22.
Derivatives that do not qualify for hedge
accounting are recognised initially at fair
value at the date a derivative contract is
entered into and are subsequently re-
measured to their fair value at each reporting
date. The resulting gain or loss is recognised
in the income statement immediately.
For derivatives that are designated
and effective as a hedging instrument,
the effective part of any gain or loss is
recognised directly in other comprehensive
income. Any effective cumulative gain or
loss is removed from equity and recognised
in profit or loss at the same time as the
hedged transaction. Any ineffective part
of a hedging instrument is recognised in
profit or loss immediately.
A derivative with a positive fair value is
recognised as a financial asset whereas
a derivative with a negative fair value
is recognised as a financial liability.
Derivatives are not offset in the financial
statements unless the Group has both a
legally enforceable right and intention to
offset. The impact of any master netting
agreements on the Group’s financial
position is disclosed in note 22. The
full fair value of a hedging derivative
is classified as a non-current asset or
liability if the remaining maturity of the
hedged item is more than 12 months
and as a current asset of liability , if the
maturity of the hedged item is less than
12 months.
Hedge accounting
The Group designates certain derivatives
as hedges of a particular risk associated
with the cash flows of recognised
assets and liabilities and highly probable
forecasted transactions (cash flow hedges).
At the inception of the hedge relationship,
the Group formally documents the
economic relationship between the
hedging instrument and the hedged item,
along with its risk management objectives
and its strategy for undertaking the hedge
transactions. Furthermore, at the inception
of the hedge and on an ongoing basis,
the Group monitors whether the hedging
instrument is effective in offsetting
changes in cash flows of the hedged item.
Cash flow hedges
The Group accounts for certain derivatives
as cash flow hedges. The effective
portion of the change in fair value of
the hedging instrument is recorded
in other comprehensive income and
accumulated in the cash flow hedging
reserve, while the ineffective portion is
recognised immediately in the consolidated
income statement. Gains and losses
on cash flow hedges accumulated in
other comprehensive income/(loss) are
reclassified to the consolidated income
statement in the same year the hedged item
affects the consolidated income statement.
The Group discontinues hedge accounting
only when the hedging relationship
(or a part thereof) ceases to meet the
qualifying criteria. This includes instances
when the hedging instrument expires
or is sold, terminated or exercised.
The discontinuation is accounted for
prospectively. Any gain or loss recognised
in other comprehensive income and
accumulated in cash flow hedge reserve
at that time remains in equity and is
reclassified to profit or loss when the
forecast transaction occurs. When a
forecast transaction is no longer expected
to occur, the gain or loss accumulated in
the cash flow hedge reserve is reclassified
immediately to profit or loss.
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.
The Group does not hold or issue
derivative contracts for trading purposes.
The Group has a policy not to, and does
not, undertake any speculative activity in
these instruments.
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.
Future plc 141
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 ActualTech
and Gardening Know How acquisitions.
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.
Transaction and integration related costs
Although transactions are a key part of
the Group’s strategy, the Group adjusts
for costs relating to the completion and
subsequent integration of acquisitions
and other corporate transactions, initiated
within 12 months of the completion date,
as these costs are not related to the core
trading of the Group and not doing so
would distort the Group’s results, so as to
assist the user of the financial statements
to understand the results of the core
underlying operations of the Group. Deal-
related fees include work related to the
Group considering its strategic options
regarding its B2B operations. The Group
has been supported in its considerations
by external advisers with their associated
costs. Details of transaction and
integration related costs are shown in
note 5.
The Group is considering its strategic
options regarding its B2B operations -
including a potential sale. The Group has
been supported in its considerations by
external advisers with their associated
costs being recognised within the
Transaction and integration fees.
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 6.
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 29 for
further details.
(b) Transaction and integration related
costs and 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 adjusting in
nature. In the current year these include
transaction and integration related costs
of £6.5m reflecting £5.3m of prospective
and executed deal-related fees, £2.0m
of restructuring costs related to recent
acquisitions net of £0.8m released
following settlement of a provision for
historic legal claims recognised on the
Dennis opening balance sheet, of which
£8.9m was paid in the year (FY 2022:
£3.6m relating to the Dennis and Who
What Wear acquisitions, £1.2m relating to
restructuring and other integration related
costs). £0.9m relates to acquired properties
which are onerous (FY 2022: £9.7m).
See notes 5 and 29 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
Financial StatementAnnual Report and Accounts 2023
142
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
2023
Sub-segment
Media
£m
Magazines
£m
280.8
234.1
514.9
195.8
78.2
274.0
Total
£m
476.6
312.3
788.9
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
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
2023
2022
Segment:
UK
US
Total
70.6
185.8
256.4
69.9
(69.9)
-
140.5
115.9
256.4
60.5
211.2
271.7
88.2
(88.2)
-
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.
A reconciliation of total segment adjusted operating profit to profit before tax is provided as follows:
148.7
123.0
271.7
2022
£m
271.7
(6.9)
(58.3)
(14.5)
(3.4)
(18.6)
170.0
2023
£m
256.4
(7.8)
(59.4)
(7.4)
(7.3)
(36.4)
138.1
Adjusted operating profit
Share-based payments (including social security costs)
Amortisation of acquired intangibles
Transaction and integration related costs (note 5)
Exceptional items (note 6)
Net finance costs
Profit before tax
(iii) Segment assets and liabilities
Segment:
UK
US
Total
Segment assets
Segment liabilities
Segment net assets
2023
£m
2022
£m
2023
£m
2022
£m
2023
£m
2022
£m
1,064.6
1,246.0
(556.8)
781.0
712.1
(172.2)
1,845.6
1,958.1
(729.0)
(629.9)
(267.5)
(897.4)
507.8
608.8
1,116.6
616.1
444.6
1,060.7
Future plc 143
(iv) Other segment information
Segment:
UK
US
Total
Non-current assets
2023
£m
2022
£m
1,037.5
636.2
1,673.7
1,079.9
688.9
1,768.8
Additions to
non-current assets
Depreciation
and amortisation
Exceptional
items
2023
£m
10.5
50.6
61.1
2022
£m
158.8
387.0
545.8
2023
£m
50.2
29.6
79.8
2022
£m
55.8
24.6
80.4
2023
£m
2022
£m
7.0
0.3
7.3
3.0
0.4
3.4
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 £7.6m (2022: £11.3m),
of which £6.1m relates to the UK segment (2022: £9.5m) and £1.5m relates to the US segment (2022: £1.8m), there were no other
significant non-cash charges during the year.
(b) Business segment
(i) Gross profit by business segment
Sub-segment
2023
Sub-segment
Media
£m
Magazines
£m
Other
£m
Add back distri-
bution expenses
£m
Total
£m
Media
£m
Magazines
£m
Other
£m
Add back distribu-
tion expenses
£m
Segment:
UK
US
Total
200.0
205.1
405.1
109.3
55.4
164.7
(133.0)
(88.5)
(221.5)
27.6
12.4
40.0
203.9
184.4
388.3
203.3
224.0
427.3
127.5
54.3
181.8
(136.2)
(80.8)
(217.0)
31.1
11.4
42.5
Other relates mainly to sales, marketing and editorial related costs that are not directly attributable to Media or Magazines.
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.
2022
Total
£m
225.7
208.9
434.6
Financial StatementAnnual Report and Accounts 2023 144
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 below provides detail for each revenue stream:
Revenue
stream
Online
advertising
revenue
Nature, timing and satisfaction of
performance obligations
Revenue recognition
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.
Print and
digital
magazine
subscriptions
Magazine
newsstand
circulation
and
advertising
revenue
Event income
Licensing
revenue
Publisher
services
revenue
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.
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 represents amounts
receivable for insurance, utilities and other product introductions,
including click through fees.
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.
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.
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.
Future plc 145
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
2023
2022
Over time
£m
17.4
Point in time
£m
Total revenue
£m
771.5
788.9
Over time
£m
16.2
Point in time
£m
Total revenue
£m
809.2
825.4
Total revenue
3. NET OPERATING EXPENSES
Operating profit is stated after charging:
Cost of sales
Distribution expenses
Share-based payments (including social security costs)
Transaction and integration related costs (note 5)
Exceptional items (note 6)
Depreciation
Amortisation
Other administration expenses
4. FEES PAID TO AUDITORS
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. TRANSACTION AND INTEGRATION RELATED COSTS
Transaction and integration related costs
Onerous property costs
Total charge
2023
£m
(400.6)
(40.0)
(7.8)
(7.4)
(7.3)
(8.8)
(71.0)
(71.5)
(614.4)
2023
£m
0.7
0.1
-
0.8
2023
£m
6.5
0.9
7.4
2022
£m
(390.7)
(42.5)
(7.4)
(14.5)
(3.4)
(9.1)
(71.3)
(97.9)
(636.8)
2022
£m
0.6
0.1
0.1
0.8
2022
£m
4.8
9.7
14.5
Transaction and integration related costs of £6.5m incurred in the year reflect £5.3m of prospective and executed deal-related fees,
£2.0m of restructuring costs related to recent acquisitions net of £0.8m released following settlement of a provision for historic legal
claims recognised on the Dennis opening balance sheet, of which £8.9m was paid in the year (FY 2022: £3.6m relating to the Dennis and
Who What Wear acquisitions, £1.2m relating to restructuring and other integration related costs).
£0.9m relates to acquired properties which are onerous (FY 2022: £9.7m).
The Group is considering its strategic options regarding its B2B operations. The Group has been supported in its considerations by
external advisers with their associated costs being recognised within Transaction and integration fees.
Further details in respect of the acquisitions are shown in note 29.
Financial StatementAnnual Report and Accounts 2023
146
6. EXCEPTIONAL ITEMS
Restructuring costs
Onerous property costs
Total charge
2023
£m
6.4
0.9
7.3
2022
£m
2.1
1.3
3.4
Exceptional costs incurred in the period include £6.4m relating to restructuring costs (FY 2022: £2.1m) and £0.9m relating to onerous
property costs (FY 2022: £1.3m).
7. 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
2023
£m
167.5
15.5
5.2
7.6
0.2
196.0
Company
2023
£m
0.6
-
-
-
-
0.6
Group
2022
£m
172.3
15.7
5.2
11.3
(4.1)
200.4
1 In the current year, £7.6m relates to equity-settled share-based payments (2022: £10.7m relates to equity-settled and £0.6m to cash-settled).
Average monthly number of people (including Directors)
Production
Administration
Total
Group
2023
No.
2,239
681
2,920
Company
2023
No.
-
9
9
Group
2022
No.
2,230
759
2,989
Company
2022
£m
1.8
-
-
-
-
1.8
Company
2022
No.
-
9
9
At 30 September 2023, the actual number of people employed by the Group was 2,937 (2022: 2,985). In respect of our reportable
segments 2,228 (2022: 2,253) were employed in the UK and 709 (2022: 732) 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
2023
£m
1.3
0.3
3.1
-
4.7
Company
2023
£m
1.3
-
-
-
1.3
Group
2022
£m
2.4
0.2
3.2
(1.6)
4.2
Company
2022
£m
1.8
-
-
-
1.8
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.
Jon Steinberg, Zillah Byng-Thorne and Penny Ladkin-Brand (2022: Zillah Byng-Thorne and Penny Ladkin-Brand) were paid by Future
Publishing Limited, a subsidiary company, for their services. In 2023, £0.3m was recharged to Future plc by Future Publishing Limited in
respect of Jon Steinberg, £0.2m (2022: £0.8m) was recharged in respect of Zillah Byng-Thorne, and £0.2m was recharged in respect of
Penny Ladkin-Brand. These recharges are included in the salaries line for the Company in the table above.
Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 95 to 114. The
highest paid Director during the year was Jon Steinberg (2022: Zillah Byng-Thorne) and details of his remuneration are shown on page 97.
Future plc
8. FINANCE INCOME AND COSTS
Interest payable on interest-bearing loans and borrowings
Amortisation of bank loan arrangement fees
Interest payable on lease liabilities
Increase in fair value of contingent consideration
Unwind of discount of contingent consideration
Total reported finance costs
Interest receivable on interest-bearing loans and borrowings
Interest receivable on lease liabilities
Total reported finance income
Net finance costs
For further information in respect of the Group’s debt facilities and changes during the year see note 19.
9. 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 (gain)/charge
Adjustments in respect of previous years
Deferred tax (gain)/charge
Total tax charge
147
2022
£m
(13.6)
(2.8)
(2.3)
-
-
(18.7)
-
0.1
0.1
2023
£m
(29.7)
(3.7)
(2.6)
(0.6)
(0.7)
(37.3)
0.7
0.2
0.9
(36.4)
(18.6)
2023
£m
49.5
(5.2)
44.3
(15.0)
(4.6)
(19.6)
24.7
2022
£m
43.6
(5.3)
38.3
7.8
1.7
9.5
47.8
The adjustments in respect of prior years relate to estimation revisions identified when preparing the current year tax provision due to
new information becoming available when the Group completed its tax returns, as well as the correction of a number of immaterial items.
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 22% (2022: 19%)
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 rate
Adjustments in respect of previous years
Total tax charge
2023
£m
138.1
30.4
1.5
(0.4)
0.1
3.4
(0.5)
(9.8)
24.7
2022
£m
170.0
32.3
1.4
-
11.1
6.6
-
(3.6)
47.8
Financial StatementAnnual Report and Accounts 2023
148
Included below is a reconciliation between the statutory and adjusted tax charge:
Total statutory tax charge
Tax effect of adjusting items:
Exceptional items
Transaction and integration related costs
Share-based payments
Amortisation of acquired intangibles
Adjustments in respect of previous years
Total adjusted tax charge
2023
£m
24.7
1.9
0.3
(0.1)
14.8
9.8
51.4
2022
£m
47.8
1.6
0.1
(10.9)
12.8
3.6
55.0
The Directors have assessed the Group’s uncertain tax positions and have recorded a provision of £5.3m (2022: £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 135.
The adjusted tax charge takes into account amortisation of acquired intangible assets. The tax adjustment of £14.8m (2022: £12.8m) in
respect of these intangibles represents a 25% effective rate on the underlying adjustment and reflects the mix of UK and US intangibles that
are amortised.
10. 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)
2023
119.1
3.4
4.1
2022
120.9
2.8
3.4
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 5 December 2023 the Board proposed a dividend of 3.4p per share, totalling an estimated £3.9m, in respect of the year ended 30
September 2023, which subject to shareholder consent at the AGM, will be paid on 13 February 2024 to shareholders on the register at
close of business on 19 January 2024.
A dividend of 3.4p per share totalling £4.1m in respect of the year ended 30 September 2022 was paid on 14 February 2023.
11. EARNINGS PER SHARE
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
2023
2022
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
141.8
140.9
(47.1)
(46.8)
94.7
94.1
164.4
163.5
(63.0)
(62.6)
101.4
100.9
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, transaction and integration related
costs, exceptional items, amortisation and impairment of intangible assets arising on acquisitions, unwinding of the discount and fair value of
contingent consideration and any related tax effects. In the prior year, the results were also adjusted for the impact of the UK tax rate change.
Future plc
Total Group
Adjustments to profit after tax:
Profit after tax (£m)
Share-based payments (including social security costs) (£m)
Transaction and integration related costs (£m)
Exceptional items (£m)
Amortisation of intangible assets arising on acquisitions (£m)
Unwinding of discount on contingent consideration (£m)
Increase in fair value of contingent consideration (£m)
Tax effect of the above adjustments and the impact of tax items relating to prior years (£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)
Transaction and integration related costs (pence)
Exceptional items (pence)
Amortisation of intangible assets arising on acquisitions (pence)
Unwinding of discount on contingent consideration (pence)
Increase in fair value of contingent consideration (pence)
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
Adjusted basic earnings per share (pence)
Diluted earnings per share (pence)
Share-based payments (including social security costs) (pence)
Transaction and integration related costs (pence)
Exceptional items (pence)
Amortisation of intangible assets arising on acquisitions (pence)
Unwinding of discount on contingent consideration (pence)
Increase in fair value of contingent consideration (pence)
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
Adjusted diluted earnings per share (pence)
149
2023
2022
113.4
7.8
7.4
7.3
59.4
0.7
0.6
(26.7)
169.9
122.2
6.9
14.5
3.4
58.3
-
-
(7.2)
198.1
119,786,409
120,505,969
763,756
652,687
120,550,165
121,158,656
94.7
141.8
94.1
140.9
94.7
6.5
6.2
6.1
49.6
0.6
0.5
(22.4)
141.8
94.1
6.5
6.1
6.1
49.3
0.6
0.5
(22.3)
140.9
101.4
164.4
100.9
163.5
101.4
5.7
12.1
2.8
48.4
-
-
(6.0)
164.4
100.9
5.7
12.0
2.8
48.1
-
-
(6.0)
163.5
Financial StatementAnnual Report and Accounts 2023 150
12. PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 October 2021
On acquisition
Additions
Disposals
Exchange adjustments
At 30 September 2022
Additions
Disposals
Exchange adjustments
At 30 September 2023
Accumulated depreciation
At 1 October 2021
Charge for the year
Disposals
Impairment
Exchange adjustments
At 30 September 2022
Charge for the year
Disposals
Impairment
Exchange adjustments
At 30 September 2023
Net book value at 30 September 2023
Net book value at 30 September 2022
Net book value at 1 October 2021
Land and
buildings
£m
Plant and
machinery
£m
Equipment,
fixtures and
fittings
£m
Right-of-use
lease assets
£m
3.5
1.5
0.4
-
0.3
5.7
0.8
-
(0.1)
6.4
(2.6)
(1.0)
-
-
(0.4)
(4.0)
(0.5)
-
(0.4)
0.1
(4.8)
1.6
1.7
0.9
10.4
0.4
2.0
(0.4)
0.9
13.3
1.2
(0.3)
(0.1)
14.1
(6.2)
(2.6)
0.4
-
(0.7)
(9.1)
(2.6)
0.2
-
-
(11.5)
2.6
4.2
4.2
1.9
0.7
0.2
-
0.1
2.9
-
(0.1)
(0.1)
2.7
(1.0)
(0.4)
-
-
(0.5)
(1.9)
(0.6)
-
-
0.2
(2.3)
0.4
1.0
0.9
53.6
15.9
1.8
-
1.8
73.1
0.7
(6.2)
(2.4)
65.2
(12.2)
(5.1)
-
(6.6)
(3.1)
(27.0)
(5.1)
6.2
(10.3)
0.8
(35.4)
29.8
46.1
41.4
Total
£m
69.4
18.5
4.4
(0.4)
3.1
95.0
2.7
(6.6)
(2.7)
88.4
(22.0)
(9.1)
0.4
(6.6)
(4.7)
(42.0)
(8.8)
6.4
(10.7)
1.1
(54.0)
34.4
53.0
47.4
Right-of-use assets relate to property leases. The impairment in the year of £10.7m (2022: £6.6m) relates to a number of properties which
became vacant during the year.
Depreciation is included within administration expenses in the consolidated income statement.
Future plc 151
13. INTANGIBLE ASSETS
Group
Cost
Goodwill
£m
Publishing
rights
£m
Brands
£m
Customer
relationships
£m
Subscribers
£m
Advertiser
relationships
£m
Other ac-
quired
intangibles
£m
Other
£m
Total
£m
At 1 October 2021
951.2
90.4
349.7
54.5
Additions through business
combinations
Other additions
Exchange adjustments
At 30 September 2022
Additions through business
combinations
Other additions
Exchange adjustments
At 30 September 2023
Accumulated amortisation
and impairment
At 1 October 2021
Charge for the year
Exchange adjustments
At 30 September 2022
Charge for the year
Exchange adjustments
302.6
-
86.4
1,340.2
29.2
-
(49.1)
1,320.3
-
-
0.5
90.9
-
-
(0.3)
90.6
(263.0)
(22.0)
-
(7.6)
(270.6)
-
3.9
(7.5)
(0.4)
(29.9)
(6.4)
0.2
128.4
-
23.5
501.6
10.5
-
(14.9)
497.2
(31.4)
(27.4)
(4.3)
(63.1)
(28.7)
3.0
-
-
3.3
57.8
7.4
-
(1.7)
63.5
(13.6)
(7.8)
(1.3)
(22.7)
(8.6)
0.7
15.2
62.0
-
9.2
1.7
19.1
-
2.1
86.4
22.9
-
-
(4.8)
81.6
(5.7)
(9.4)
(2.0)
(17.1)
(9.7)
1.2
-
-
(1.8)
21.1
(1.6)
(1.0)
(0.4)
(3.0)
(1.7)
0.2
(4.5)
16.6
19.9
0.1
40.9
46.0
1,549.6
-
-
2.6
43.5
2.0
-
(1.5)
44.0
(25.5)
(5.2)
(2.4)
(33.1)
(4.3)
1.2
1.7
9.0
2.5
513.8
9.0
130.1
59.2
2,202.5
-
9.3
(1.3)
67.2
49.1
9.3
(75.4)
2,185.5
(32.1)
(13.0)
(2.1)
(394.9)
(71.3)
(20.5)
(47.2)
(486.7)
(11.6)
(71.0)
1.2
11.6
(36.2)
(57.6)
(546.1)
7.8
10.4
15.4
9.6
1,639.4
1,715.8
1,154.7
12.0
13.9
2
years
At 30 September 2023
(266.7)
(36.1)
(88.8)
(30.6)
(25.6)
Net book value at
30 September 2023
1,053.6
54.5
408.4
Net book value at 30 September 2022
1,069.6
Net book value at 1 October 2021
688.2
Useful economic lives
61.0
68.4
5-15
years
438.5
318.3
3-20
years
32.9
35.1
40.9
56.0
69.3
9.5
8-10
years
7-11
years
9-15
years
3-10
years
Acquired intangibles are amortised over their estimated economic lives, typically ranging between two and twenty years. See accounting
policy on page 136 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 2023 of £229.2m, a useful economic life (‘UEL’) of
20 years and remaining amortisation period of 17.5 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 2023 of £21.2m with a UEL of 15 years and remaining amortisation period of 11.5 years;
- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £24.6m, a useful economic life (‘UEL’) of
20 years and remaining amortisation period of 18 years;
- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £25.0m, a useful
economic life (‘UEL’) of 11 years and remaining amortisation period of 9 years;
- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £34.9m, a useful economic life
(‘UEL’) of 20 years and remaining amortisation period of 18 years;
- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £15.1m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 5 years;
- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £22.9m, a useful economic life (‘UEL’) of
20 years and remaining amortisation period of 18 years;
- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2023 of £9.9m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 5 years;
- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2023 of £31.0m, a useful economic life
(‘UEL’) of 15 years and remaining amortisation period of 13.75 years; and
- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2023 of £11.0m, a useful
economic life (‘UEL’) of 13 years and remaining amortisation of 11.75 years.
Financial StatementAnnual Report and Accounts 2023
152
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 29.
Other intangibles relate to capitalised software costs and website development costs which are internally generated.
No reasonably possible change in assumptions would result in an impairment.
Amortisation is included within net operating expenses in the consolidated income statement.
Impairment assessments for goodwill
The net book value of goodwill at 30 September 2023 consists of £603.0m (2022: £603.0m) relating to the UK, £438.9m (2022: £453.6m)
relating to the US and £11.7m (2022: £13.0m) relating to Australia. The basis for calculating recoverable amounts is described in the accounting
policies on pages 139 and 140.
Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor behaviour in
response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political, economic
or legal systems of some countries.
As detailed in the accounting policies on page 141 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 below:
At 30 September 2023
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
2.0%
2.3%
2.2%
30.2% to 37.9%
24.4% to 26.1%
30.0% to 32.3%
9.1%
11.7%
9.9%
12.9%
10.1%
16.4%
* Note that EBITDA margins are after intra-group adjustments for management fees and licence charges.
At 30 September 2022
Basis of recoverable amount
Source used
Growth rate to perpetuity
Adjusted EBITDA margins assumed*
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%
33.2% to 37.9%
11.0%
13.8%
3.0%
29.1% to 37.6%
10.0%
12.7%
3.0%
29.1% to 37.6%
10.0%
15.1%
* Note that adjusted EBITDA margins are after intra-group adjustments for management fees and licence charges.
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 forecast GDP growth for the relevant jurisdictions and are 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.
Future plc 153
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 prior years. A
reconciliation between adjusted EBITDA and adjusted operating profit has been included below:
Adjusted EBITDA
Depreciation
Amortisation
Adjusted operating profit
2023
£m
276.8
(8.8)
(11.6)
256.4
2022
£m
293.8
(9.1)
(13.0)
271.7
The value in use of the UK business, US and Australia business exceeded their carrying values by £911m, £426m and £10m 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.
14. INVESTMENTS IN GROUP UNDERTAKINGS
Company
Shares in Group undertakings
At 1 October
Additions
At 30 September
2023
£m
2022
£m
1,273.5
37.6
1,311.1
1,006.7
266.8
1,273.5
Additions of £37.6m include a £30.0m capitalisation of amounts owed to the Company by other Group companies.
The remaining additions of £7.6m 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.
Financial StatementAnnual Report and Accounts 2023 154
15. 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 2021
Acquisitions
(Charged)/credited to income statement
Credited to equity
Exchange adjustment
At 30 September 2022
Acquisitions
(Charged)/credited to income statement
Charged to equity
Exchange adjustment
At 30 September 2023
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
(102.4)
(43.2)
10.4
-
(6.9)
(142.1)
0.9
9.2
-
3.7
(128.3)
19.2
-
(9.7)
(7.7)
0.2
2.0
-
(0.8)
0.6
(0.1)
1.7
5.1
2.4
(5.1)
-
(0.3)
2.1
-
13.5
(1.5)
0.1
14.2
6.7
-
(1.3)
-
-
5.4
(0.2)
(0.5)
-
-
4.7
4.9
1.1
(3.8)
-
0.2
2.4
-
(1.8)
-
(0.1)
0.5
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 2023
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
(11.1)
(117.2)
(128.3)
1.8
(0.1)
1.7
15.7
(1.5)
14.2
1.4
3.3
4.7
0.5
-
0.5
Total
£m
(66.5)
(39.7)
(9.5)
(7.7)
(6.8)
(130.2)
0.7
19.6
(0.9)
3.6
(107.2)
Total
£m
8.3
(115.5)
(107.2)
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 current assets
Deferred tax assets
Deferred tax liabilities
Total non-current liabilities
Net deferred tax liability
2023
£m
12.8
(4.5)
8.3
-
(115.5)
(115.5)
(107.2)
2022
£m
5.1
(3.6)
1.5
-
(131.7)
(131.7)
(130.2)
As at 30 September 2023 the Group has unrecognised capital losses totalling £13.8m (2022: £13.8m) and unrecognised unutilised non-
trade loan relationship deficits totalling £1.2m (2022: £1.2m). 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 9 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.
At 30 September 2022 £0.8m was recognised in respect to current year tax losses. The Company has no unprovided deferred tax assets or
liabilities at 30 September 2023 (2022: £nil).
Future plc
155
16. TRADE AND OTHER RECEIVABLES
Non-current assets:
Amounts owed by Group undertakings
-
164.8
-
163.6
Group
2023
£m
Company
2023
£m
Group
2022
£m
Company
2022
£m
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
79.9
(4.5)
75.4
-
6.7
41.4
123.5
-
-
-
2.9
-
-
167.7
98.3
(7.1)
91.2
-
0.4
42.7
134.3
-
-
-
27.4
-
-
191.0
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
2023
£m
1.1
1.4
0.4
1.6
4.5
Group
2022
£m
2.5
1.5
2.5
0.6
7.1
As at 30 September 2023, trade receivables of £4.5m (2022: £7.1m) 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
2023
£m
7.1
-
-
(2.3)
(0.3)
4.5
Group
2022
£m
10.6
0.7
0.3
(4.9)
0.4
7.1
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 2023.
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
Financial StatementAnnual Report and Accounts 2023
156
2023
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
66.8
0.5
0.7%
4.5
0.6
2.4
1.4
1.6
0.4
4.6
1.6
14.6%
60.9%
23.5%
44.4%
2022
Current
0-30 days
31-60 days
61-90 days
90+ days
Gross carrying amount of trade receivables (£m)
Allowance for impairment of trade receivables (£m)
84.7
0.6
3.0
0.5
3.0
1.5
3.0
0.5
4.6
4.0
Expected loss rate
0.7%
16.6%
50.0%
16.7%
87.0%
Total
79.9
4.5
Total
98.3
7.1
Credit risk
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default credit
terms are 30 days but can be extended for commercial reasons. Final decisions on both the customer credit limit and the extension of
credit terms are made by a senior manager in the finance function who will take consideration of the following factors; trading history to
date, credit status of the customer, deal profitability and any other relevant commercial factors.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group
does not hold any collateral as security for trade receivables.
All the Company’s receivables are with Group undertakings and no additional disclosure in relation to credit risk is required. Interest on £nil
(2022: £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.
17. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following for the purposes of the cash flow statements:
Cash and cash equivalents
Group
2023
£m
60.3
Company
2023
£m
0.8
Group
2022
£m
29.2
Company
2022
£m
0.1
The Group has built up £22m as at 30 September 2023 in order to finance the share buyback programme (see notes 23 and 25 for further detail).
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 99.9% 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.
18. TRADE AND OTHER PAYABLES
Trade payables
Amounts owed to Group undertakings
Other taxation and social security
Other payables
Accruals
Total
Group
2023
£m
26.0
-
8.7
18.5
75.2
128.4
Company
2023
£m
-
31.0
-
0.2
8.1
39.3
Group
2022
£m
28.8
-
5.1
7.2
102.7
143.8
Company
2022
£m
-
33.1
-
-
0.7
33.8
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.
Future plc
157
Company
2022
£m
80.0
-
115.5
161.5
-
External development guarantee
term facility
Sterling revolving loan
US dollar revolving loan
AUS dollar revolving loan
Total
Current liabilities
Multi-currency overdraft
Sterling term loan
Total
19. FINANCIAL LIABILITIES – INTEREST-BEARING LOANS AND BORROWINGS
Non-current liabilities
Sterling term loan
-
3.99%
Interest rate at
30 September
2023
Interest rate at
30 September
2022
Group
2023
£m
-
295.2
-
81.8
10.5
Company
2023
£m
-
295.2
-
81.8
-
Group
2022
£m
80.0
-
115.5
161.5
12.0
7.04%
-
7.43%
6.06%
-
4.32%
4.98%
4.68%
387.5
377.0
369.0
357.0
Interest rate at
30 September
2023
Interest rate at
30 September
2022
Group
2023
£m
Company
2023
£m
-
-
1.00%
3.99%
-
-
-
-
-
-
The interest-bearing liabilities are repayable as follows:
Within one year
Between one and two years
Between two and five years
Total
Group
2023
£m
-
20.0
367.5
387.5
Company
2023
£m
-
20.0
357.0
377.0
Group
2022
£m
4.2
79.6
83.8
Group
2022
£m
83.8
-
369.0
452.8
Company
2022
£m
-
79.6
79.6
Company
2022
£m
79.6
-
357.0
436.6
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £7.7m (2022:
£5.0m).
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 ‘EDG term facility’). 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 Revolving
Credit Facility (‘RCF’). On signing, the first £160m was utilised to prepay the Group’s previous Term Loan maturing 31 December 2023.
In May 2023 the Group exercised the second one year extension option on its £500m RCF, taking the repayment date out to July 2026.
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants.
The RCF has a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group’s leverage
covenant changes. This margin ranges between between 1.75% and 3.00%. The EDG term facility has a fixed margin of 2.0%.
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
Leverage in respect of any Relevant Period shall not exceed 3.00:1.00
Bank EBITDA/Interest
Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00
Financial StatementAnnual Report and Accounts 2023
158
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 137.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at 30 September
2023 is set out in the following table:
Net debt/Bank EBITDA
Bank EBITDA/Interest
30 September 2023
30 September 2022
Covenant 2023
Covenant 2022
1.25 times
9.13 times
1.48 times
17.2 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
Transaction and integration related costs
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
2023
£m
174.5
7.3
7.8
7.4
3.7
71.0
(2.4)
0.9
270.2
Group
2022
£m
188.6
3.4
7.7
14.5
4.0
71.3
(2.2)
6.4
293.7
Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earned prior to acquisition during the Group’s FY 2023 year end.
The Group had drawn down £nil on its interest-bearing overdraft at 30 September 2023 (30 September 2022: £4.2m). 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 £34.5m (2022: £17.8m) and total net cash balance, including non-pool accounts of £60.3m (2022: £25.0m).
20. PROVISIONS
At 1 October 2021
On acquisition
Charged in the year
Utilised in the year
Forgeign exchange movement
At 30 September 2022
Charged/(released) in the year
Utilised in the year
Foreign exchange movement
At 30 September 2023
Property
£m
6.1
2.5
3.0
(2.5)
-
9.1
0.3
(2.7)
-
6.7
Other
£m
-
10.9
-
(0.1)
1.5
12.3
(1.0)
(8.9)
(1.9)
0.5
Total
£m
6.1
13.4
3.0
(2.6)
1.5
21.4
(0.7)
(11.6)
(1.9)
7.2
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. The reduction in other provisions is primarily due to payment
of £8.9m for settlement of the provision for historic legal claims recognised on the Dennis opening balance sheet.
Provisions for the Company were £nil (2022: £nil).
21. OTHER NON-CURRENT LIABILITIES
Lease liability due in more than one year
Group
2023
£m
35.5
Group
2022
£m
55.8
See note 22 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities.
Future plc
159
22. FINANCIAL INSTRUMENTS
The Group applies IFRS 9 Financial Instruments. For the Group’s financial assets and liabilities, the following table shows the measurement
categories under IFRS 9:
Financial asset/liability
IFRS 9 classification
Cash and cash equivalents
Trade and other receivables
Interest-bearing loans and borrowings
Lease liabilities
Contingent consideration
Derivative financial instruments
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Fair value
Fair value
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 Group has exposure to changes in cash flows due to changes in interest rates. To manage this risk, during the year the Group entered
into floating-to-fixed interest rate swaps to hedge a proportion of its floating rate exposure to fixed rates. The debt has similar critical terms
to the floating leg of swaps that form part of the cash flow hedges, such as the reference rate, reset dates, notional amounts, payment
dates and maturities. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the
hedged item is more than 12 months and as a current asset of liability, if the maturity of the hedged item is less than 12 months.
There was no ineffectiveness to be recorded from the use of interest rate swaps. The Group did not enter into any netting arrangements.
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 30 September 2023:
Financial asset
Asset
Financial asset - derivative
Liabilities
Financial liabilitiy - derivative
Contingent consideration
Level 2 Fair value £m
Level 3 Fair value £m
6.0
(0.1)
-
-
-
(8.2)
Fair values
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the
source of inputs used to derive the fair value. The classification uses the following three-level hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or
indirectly; and
Level 3: Techniques which use inputs, which have a significant effect on the recorded fair value, that are not based on observable market data.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of each reporting period.
All financial assets and liabilities are classed as level 1 other than as set out in the table above.
Contingent consideration
At 30 September 2023 contingent consideration of £8.2m ($10.0m) related to the acquisition of ActualTech, LLC (“ActualTech”) (see note
29 for further details). During the year the terms of the earn-out agreement were updated. This resulted in a fair value expense of £0.6m in
the year (after discounting of £0.7m) being recognised in the income statement.
The contingent consideration for ActualTech has been valued using a scenario-based approach drawing from internal EBITDA projections
and weighting them according to the perceived probability of being achieved. The outcome is then discounted to reflect the market risk
related to the earn-out and underlying achievement of the EBITDA targets.
The discount rate was determined using a Capital Asset Pricing Model (CAPM) approach.
The main level 3 inputs used in valuing the contingent consideration were a discount rate of 13% and EBITDA.
A 10% change in the discount rate, which is considered to be a reasonably possible alternative assumption, would give rise to less than
£0.1m impact on the quantum of the liability recognised.
The table below sets out the sensitivity of level 3 inputs to a 10% change in the assumptions, which is considered to be a reasonably
possible alternative assumption:
Financial StatementAnnual Report and Accounts 2023 160
Assumption
Discount rate
Discount rate
EBITDA
EBITDA
Increase/(decrease)
Increase/(decrease) in liability
£m
+10%
-10%
+10%
-10%
-
-
1.5
(0.2)
The Group’s financial assets and financial liabilities are set out below:
Group
Financial asset - derivative
Finance lease receivable
Trade receivables net
Other receivables
Cash and cash equivalents
Total financial assets
Trade payables
Other liabilities
Financial liabilities - derivative
Contingent consideration
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
Amortised
cost
£m
Fair value through profit
and loss
£m
Total carrying
value
£m
16
16
17
18
18
-
3.3
75.4
6.7
60.3
145.7
(26.0)
(93.7)
-
-
(395.2)
(44.8)
(559.7)
Note
16
16
17
18
18
19
21
6.0
-
-
-
-
6.0
-
-
(0.1)
(8.2)
-
-
(8.3)
6.0
3.3
75.4
6.7
60.3
151.7
(26.0)
(93.7)
(0.1)
(8.2)
(395.2)
(44.8)
(568.0)
Amortised
cost
£m
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)
6.1
91.2
0.4
29.2
126.9
(28.8)
(110.0)
(84.1)
(373.5)
(67.9)
(664.3)
2023
Total fair
value
£m
6.0
3.3
75.4
6.7
60.3
151.7
(26.0)
(93.7)
(0.1)
(8.2)
(395.2)
(44.8)
(568.0)
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)
In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £7.7m (2022: £5.0m).
Future plc
161
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 19.
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
Fixed rate
£m
Non-
interest
bearing
£m
Total
£m
Floating
rate
£m
Fixed rate
£m
Non-
interest
bearing
£m
Total
£m
Net financial (liabili-
ties)/ assets
£m
At 30 September 2023
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
At 30 September 2022
Currency:
Sterling
US Dollar
Euro
AU Dollar
Other
Total
66.1
(300.0)
(0.1)
(125.8)
(425.9)
(359.8)
41.6
13.7
2.9
1.8
0.3
6.0
-
-
-
-
18.5
54.1
4.1
1.0
7.7
67.8
(84.4)
7.0
2.8
8.0
-
(10.8)
-
-
-
-
-
(39.6)
(124.0)
(4.5)
(2.6)
(0.2)
(4.5)
(13.4)
(0.2)
60.3
6.0
85.4
151.7
(395.2)
(0.1)
(172.7)
(568.0)
12.3
13.3
1.2
2.2
0.2
29.2
-
-
-
-
-
-
13.1
69.2
4.5
1.7
9.2
25.4
82.5
5.7
3.9
9.4
(284.2)
(161.5)
-
(12.0)
-
97.7
126.9
(457.7)
-
-
-
-
-
-
(161.1)
(445.3)
(43.5)
(205.0)
(1.2)
(0.2)
(0.6)
(1.2)
(12.2)
(0.6)
(206.6)
(664.3)
(537.4)
(56.2)
2.5
(10.6)
7.8
(416.3)
(419.9)
(122.5)
4.5
(8.3)
8.8
Interest rate risk
Details of the interest rates on borrowings as at 30 September 2023 are set out in note 19.
At 30 September 2023 the Group had £60.3m (2022: £29.2m) 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 during the year undertook hedging
activities to manage interest rate risk in relation to its debt facilities, further details are provided below.
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 2023, 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 £1.9m (2022: £3.4m). There would be no impact on
equity excluding retained earnings.
Derivatives designated as cash flow hedges
The Group has entered into interest rate swap agreements which swap the interest profile an notional £300.0m (2022: £nil) on the Group’s
EDG term facility to mitigate the risk of fluctuations in interest rates whereby it receives a variable interest rate based on SONIA and
pays fixed rates of between 3.720% and 4.987%. At the inception of designated hedging relationships, the Group documents the risk
management objectives and strategy for undertaking the hedge and documents the economic relationship between the hedge item and
hedging instrument.
Financial StatementAnnual Report and Accounts 2023
162
Fair value and cash flow hedge effectiveness
There is an economic relationship between the hedged items and the hedging instruments as the terms of the interest rate match
the notional amount and expected payment date of the hedged items. The Group has established a hedge ratio of 1:1 for the hedging
relationships as the underlying risk of the instruments are identical to the hedged risk components. To test the hedge effectiveness, the
Group compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable
to the hedged risks.
The impact of the hedging instruments and hedged items on the statement of financial position is as follows:
As at 30 September 2023
Cash flow hedge
Interest rate swaps
Notional
amount
£m
Carrying
value
£m
Line item in
statement of
financial
position
£m
Change in fair
value used for
measuring
ineffectiveness
for the year
£m
Change in
fair value
of hedged
item
£m
Hedged item
£m
300.0
5.9
Derivative financial
instruments
5.9
EDG facility
(5.9)
The impact of the hedging instruments in the consolidated income statement and other comprehensive income (OCI) is as follows:
As at 30 September 2023
Cash flow hedge
Total hedging
gain/(loss)
recognised in OCI
£m
Amount
reclassified from
OCI to profit or loss
£m
Line item in
the consolidated
income statement
£m
Accumulated value
recognised in cash
flow hedge reserve
£m
Interest rate swaps
5.9
-
Finance costs
5.9
Impact of hedging on equity
As at 30 September 2022
Change in fair value recognised in other comprehensive income
- Interest rate swaps
Reclassified to profit or loss as hedged item effects profit or loss
Deferred tax impact
As at September 2023
Cash flow
hedge reserve
£m
-
5.9
(1.5)
4.4
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:
Future plc 2023 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
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
163
20%
(1.9)
1.9
62.8
(62.8)
20%
5.7
(5.7)
89.4
(89.4)
The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances denominated
in currencies other than the functional currency of the entity to which they relate. The retained earnings impact reflects the currency
translation differences that would arise directly within other comprehensive income upon retranslation of the Group’s US subsidiaries on
consolidation. The method of estimation involves assessing the translation impact of the US dollar.
Liquidity risk
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s borrowings are
disclosed in note 19.
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 2023
Trade payables
Lease liabilities
Other liabilities
Contingent consideration
Financial liabilites - derivative
Borrowings
Total financial liabilities
30 September 2022
Trade payables
Lease liabilities
Other liabilities
Borrowings
Total financial liabilities
Less than
one year
£m
Between one
and two years
£m
Between two
and five years
£m
Between five
and ten years
£m
(26.0)
(9.3)
(89.9)
(8.2)
-
(26.0)
(159.4)
-
(7.3)
-
-
-
(45.9)
(53.2)
-
(13.0)
-
-
(0.1)
(417.3)
(430.4)
Over ten
years
£m
-
(3.4)
-
-
-
-
-
(11.8)
-
-
-
-
(11.8)
(3.4)
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
(28.8)
(12.1)
(110.0)
(103.0)
(253.9)
-
(11.9)
-
(94.5)
(106.4)
-
(26.5)
-
(304.0)
(330.5)
-
(21.8)
-
-
-
(9.6)
-
-
(21.8)
(9.6)
Total
£m
(26.0)
(44.8)
(89.9)
(8.2)
(0.1)
(489.2)
(658.2)
Total
£m
(28.8)
(81.9)
(110.0)
(501.5)
(722.2)
Financial StatementAnnual Report and Accounts 2023 164
23. ISSUED SHARE CAPITAL
Allotted, authorised, issued and fully paid Ordinary shares of 15p each
At 1 October
Share scheme exercises
Share buyback
Share Incentive Plan matching shares
Number of
shares
2023
£m
Number of
shares
2022
£m
120,855,930
18.1
120,624,634
18.1
-
-
229,113
(1,784,349)
5,554
(0.3)
-
-
2,183
-
-
-
At 30 September
119,077,135
17.8
120,855,930
18.1
During the year, 5,554 Ordinary shares were issued under the Share Incentive Plan for a combined total cash commitment of £nil (2022:
2,183 ordinary shares, total cash commitment of £nil).
Given the retained cash in the business, on 11 August 2023 the Group commenced a share buyback programme, resulting in the reduction
in share capital of 1.8m shares in the year, at a nominal value of £0.3m and a total cost of £13.0m.
24. SHARE-BASED PAYMENTS
The income statement charge for the year for share-based payments (and related social security costs) was £7.8m (2022: £7.4m), all of
which (2022: £6.9m) is included in ‘adjusting items’ in the income statement see page 136 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
2023
Number of options/awards
2022
Number of options/awards
1,193,033
653,640
(249,597)
(204,319)
1,392,757
430,196
1,436,037
446,720
(629,474)
(60,250)
1,193,033
336,789
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £14.380
(2022: £32.502). 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
2023
Number of units
2022
Number of units
2,275,936
311,175
(814,803)
1,772,308
2,578,572
431,565
(734,201)
2,275,936
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 2023 of 1,167,692 (2022: 664,064 units). Further details regarding the rules of the scheme
can be found on page 100.
Future plc
165
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual lives
are as follows:
Number of options/awards
Weighted average remaining
contractual life in years
2023
2022
2023
2022
PSP
February 2017
November 2017
November 2018
May 2019
November 2019
February 2020
July 2020
February 2021
March 2021
May 2021
July 2022
September 2022
October 2022
December 2022
February 2023
April 2023
May 2023
DABS
November 2015
November 2019
November 2020
February 2022
December 2022
-
-
273,032
14,149
100,709
7,500
10,000
17,639
2,500
20,750
1,805
5,250
4,345
273,032
14,149
235,094
50,000
36,625
27,083
2,500
22,000
10,000
330,884
410,857
13,000
15,000
309,821
42,314
138,018
2,663
12,155
9,988
19,993
50,837
-
-
-
-
-
2,663
37,349
42,093
19,993
-
Total outstanding at 30 September
1,392,757
1,193,033
-
-
-
-
-
-
-
1
1
1
2
2
1
1
2
2
3
-
-
-
1
2
-
-
-
-
-
-
1
2
2
2
3
3
-
-
-
-
-
-
-
1
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 2023 is £nil (2022: £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
PSP
PSP
2023
PSP
27 Feb 2023
03 Apr 2023
19 May 2023
£14.0000
£11.1800
£8.9600
-
3
3
3
-
-
-
3
3
3
-
-
-
3
3
3
-
-
£14.0000
£11.1800
£8.9600
-
-
-
£14.0000
£11.1800
£8.9600
Financial StatementAnnual Report and Accounts 2023 166
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
2022
PSP
14 Jul 2022
14 Jul 2022
5 Sept 2022
£17.4000
£17.4000
£15.2600
-
3
-
3
3
-
-
£17.4000
-
£17.4000
-
3
58.04%
3
3
1.87%
0.16%
£13.4911
£9.5821
£17.4000
-
3
-
3
3
-
-
£3,763,481
-
£15.2600
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.
The fair value per share for grants made under the VCP during the year and the assumptions used in the calculation are as follows:
VCP
VCP
VCP
VCP
VCP
VCP
VCP
2023
VCP
Grant date
Feb 2023
Feb 2023
5 Dec 2022
5 Dec 2022
5 Dec 2022
3 Oct 2022
3 Oct 2022
3 Oct 2022
Market
capitalisation at
grant date
Hurdle
Vesting period
(years)
Expected
volatility1
Risk-free rate
Fair value2
£1,692m
£1,692m
£1,722m
£1,722m
£1,722m
£1,640m
£1,640m
£1,640m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
4
58%
3.68%
£6.42m
5
56%
3.68%
£7.31m
3
60%
3.25%
4
58%
3.21%
5
3
4
56%
3.18%
60%
4.17%
58%
4.16%
£4.99m
£7.50m
£7.73m
£5.26m
£7.28m
VCP
VCP
VCP
VCP
VCP
5
55%
4.12%
£7.50m
2022
VCP
Grant date
24 Jan 2022
24 Jan 2022
24 Jan 2022
11 Feb 2022
11 Feb 2022
11 Feb 2022
Market capitalisation at grant date
£3,624m
£3,624m
£3,624m
£1,903m
£1,903m
£1,903m
3
59%
4
56%
5
53%
0.87%
0.90%
0.93%
£3,515m
£1,903m
£3,515m
£1,903m
£3,515m
£1,903m
3
60%
1.39%
4
56%
1.38%
5
54%
1.38%
£28.70m
£24.60m
£21.48m
£30.06m
£25.69m
£22.51m
Grant date
9 May 2022
9 May 2022
9 May 2022
15 July 2022
15 July 2022
15 July 2022
VCP
VCP
VCP
VCP
VCP
VCP
Market capitalisation at grant date
£2,346m
£2,346m
£2,346m
£2,113m
£2,113m
£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%
£15.06m
£14.20m
£12.85m
£11.21m
£11.75m
£11.08m
£2,113m
£1,903m
5
54%
1.81%
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.
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
Hurdle
Vesting period (years)
Expected volatility1
Risk-free rate
Fair value2
Future plc 167
Value Creation Plan (VCP)
The VCP was launched in the FY 2021. The VCP comprises three equal tranches, based on performance measured over three periods, from
1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025.
The plan is designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional shareholder
returns over the long-term. To the extent that performance exceeds the hurdle on a measurement date, participants share 3.33% of the
shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are 980,000 per tranche,
of which a small pool is reserved for future hires and promotions. Units vest based on value created in terms of £ TSR, being the growth in
Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over and
above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each
measurement date will be calculated with reference to the average closing return index over the three months ending on that date. To the
extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full, immediately. There will
be no re-testing allowed.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022, July 2022, October 2022, December
2022 and February 2023.
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.
Financial StatementAnnual Report and Accounts 2023
168
Performance criteria in respect of awards granted during the year ended 30 September 2023:
The performance metrics for the awards made in February, May and August 2023 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 2.5% CAGR, with 100% vesting at 7%
CAGR. The threshold entry point of 25% vesting for the TSR element requires 2.5% CAGR, with 100% vesting at 7% CAGR. Vesting will be
on a straight line basis between the threshold and maximum for both elements.
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, May 2021, July 2022, September 2022, October 2022, December
2022, February 2023, April 2023 and May 2023.
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, Jon Steinberg, and Chief Financial and Strategy Officer, Penny Ladkin-Brand, no annual bonus will be paid for the
year ending 30 September 2023. See page 98 of the Directors' Remuneration Report for further detail.
The last grant made under the DABS was in December 2022.
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 Global Shares as
Trustee of the SIP.
Employee Stock Purchase Plan (ESPP)
The Future plc Employee Stock Purchase Plan commenced in FY 2021 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.
Future plc 169
25. 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
2023
£m
197.0
2022
£m
197.0
Capital redemption reserve
A capital redemption reserve of £0.3m was created during the year, being the nominal value of shares purchased and cancelled as part of
the share buyback programme (see note 23 for further details).
At 1 October
Share buyback
At 30 September
Merger reserve
At 1 October and 30 September
Group
2023
£m
-
0.3
0.3
Group
2023
£m
581.9
Company
2023
£m
-
0.3
0.3
Company
2023
£m
472.9
Group
2022
£m
Company
2022
£m
-
-
-
-
-
-
Group
2022
£m
581.9
Company
2022
£m
472.9
An amount of £109.0m in the merger reserve arose in previous years following the 1999 Group reorganisation and is non-distributable.
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
2023
£m
(8.0)
(11.4)
4.1
(15.3)
Group
2022
£m
(7.6)
(7.9)
7.5
(8.0)
During the year the Company purchased 1,125,000 of its own shares to fund the future vesting of share options, at a total value of £11.4m.
The 1,352,404 (2022: 487,322) shares held by the EBT represent 1.14% (2022: 0.4%) of the Company’s issued share capital. The treasury
reserve is non-distributable. The issuance of treasury shares to employees relates to the settlement of PSP awards exercised in the year.
Cash flow hedge reserve
At 1 October
Interest rate swap
Deferred tax on interest rate swap
At 30 September
Group
2023
£m
-
5.9
(1.5)
4.4
Company
2023
£m
Group
2022
£m
Company
2022
£m
-
5.9
(1.5)
4.4
-
-
-
-
-
-
-
-
During the year the Group entered into interest rate swaps, in order to hedge against fluctuations in interest rates. The cash flow hedge
reserve represents the cumulative amount of gains and losses on the interest rate swap deemed effective.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of the Group's foreign currency entities, principally the US
and Australia, on consolidation.
Financial StatementAnnual Report and Accounts 2023
170
26. 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 (2022: £5.2m) contributions were made to these plans and at 30 September 2023 the outstanding balance due to
be paid over to the plans was £5.5m (2022: £1.7m).
27. COMMITMENTS AND CONTINGENT LIABILITIES
(a) Operating lease commitments
Future minimum sub-lease receipts expected under non-cancellable operating subleases at 30 September 2023 total £2.7m (2022:
£3.4m).
During the year, £0.1m was recognised in the income statement in respect of operating lease rental payments for short-term and low-value
leases (2022: £0.2m), and £0.9m (2022: £0.5m) 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 2023 (2022: £nil).
(c) Capital commitments
There were no material capital commitments as at 30 September 2023 (2022: £nil).
28. RELATED PARTY TRANSACTIONS
The Group had no material transactions with related parties in 2023 or 2022 which might reasonably be expected to influence decisions
made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £1.5m (2022: receivable of £1.8m) from subsidiary
undertakings. The outstanding balance owed at 30 September 2023 was £1.5m (2022: £1.8m).
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel
compensation are set out note 7.
29. ACQUISITIONS
Acquisition of Shortlist
On 18 October 2022, Future completed the acquisition of ShortList Media Limited (trading as Shortlist.com), a technology website, for
consideration of £0.2m.
Future plc 171
Acquisition of ActualTech LLC
On 30 November 2022 the Group acquired ActualTech LLC (“ActualTech”), a provider of content marketing solutions for B2B marketers,
for initial cash consideration of £32.2m (inclusive of £3.3m cash acquired, representing an Enterprise Value of $36m). On acquisition a
further variable deferred consideration up to a total value of $24 million could be paid, subject to meeting certain financial targets based
on the twelve month period ending 31 December 2023. The table below includes £6.9m ($8.3m) as contingent consideration, which
represents its fair value at the date of acquisition. At the reporting date, the fair value of the contingent consideration had increased to
£8.2m ($10.0m) due to discounting and an increase in its fair value at 30 September 2023 as a result of a change to the terms of the earn-
out agreement, which increased the maximum earn out payable to $25 million. 100% of the voting equity interest was acquired.
The impact of the acquisition on the consolidated balance sheet was:
Intangible assets
- Brands
- Customer relationships
- Database
- Software
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Net assets acquired
Goodwill
Consideration:
Cash
Deferred consideration
Total consideration
Fair value
£m
3.4
7.4
0.3
0.5
3.3
1.4
(0.6)
15.7
23.4
39.1
32.2
6.9
39.1
ActualTech specialises in webinars, white papers, syndication and content marketing on owned platforms. The acquisition further
diversifies the Group by strengthening its position in the B2B vertical and provides greater scale and reach in North America to further
monetise its highly-valuable B2B audience. In addition, the Group will be leveraging ActualTech’s webinar capabilities and its US expertise
within the Group’s existing portfolio.
Goodwill is attributable to the opportunities associated with future returns from new customer relationships. The intangibles recognised,
including goodwill, are expected to be deductible for tax purposes.
Included within the Group’s results for the period are revenues of £11.0m and a profit before tax of £4.5m from ActualTech (excluding
acquired intangible amortisation).
If the acquisition had been completed on the first day of the financial year, it would have contributed £13.1m of revenue and a profit before
tax of £5.3m (excluding acquired intangible amortisation) during the period.
Gross trade receivables were £1.4m on acquisition, of which £1.4m were expected to be recovered.
Financial StatementAnnual Report and Accounts 2023 172
Acquisition of Gardening Know How
On 7 February 2023, the Group acquired Gardening Know How, a specialist interest site for gardening based in the US, for total
consideration of £14.8m (inclusive of £0.8m cash acquired, representing an Enterprise Value of $17m). The Gardening Know How
acquisition brings additional expertise to the Group, strengthening the Group’s strategic Homes vertical. 100% of the voting equity interest
was acquired.
The impact of the acquisition on the consolidated balance sheet was:
Intangible assets
- Brand
- Content
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Net assets acquired
Goodwill
Consideration:
Cash
Total consideration
Fair value
£m
7.1
1.2
0.8
0.3
(0.1)
9.3
5.5
14.8
14.8
14.8
Goodwill is attributable to future premium advertising relationships and new evergreen content. The intangibles recognised, including
goodwill, are expected to be deductible for tax purposes.
Included within the Group’s results for the period are revenues of £2.3m Gardening Know How has been integrated into the Future
business, including use of the Group’s shared back office functions, therefore individual profits for the business cannot be separately
identified. The website is expected to be migrated to our tech platform in H1 2024. The migration will drive better monetisation of the
website and will help recover a challenging FY 2023 performance. The FY 2023 performance was driven by lower online users.
Gross trade receivables were £0.3m on acquisition, of which £0.3m were expected to be recovered.
30. DISPOSAL OF TITLES
On 28 April the Group disposed of The Shooting Times & Country, Sporting Gun, www.shootinguk.co.uk and The Shooting Show for total
consideration of £0.2m, of which £0.1m is deferred for twelve months, resulting in a gain on disposal of £0.1m.
Future plc 173
31. SUBSIDIARY UNDERTAKINGS
Details of the Company’s subsidiaries at 30 September 2023 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
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
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
England and Wales1
Non-trading
100
£1 Ordinary shares
England and Wales1
Holding company
100
£0.0001 Ordinary shares
£0.0001 Ordinary shares
England and Wales1
Holding company
100
£1 Ordinary shares
England and Wales1
Holding company
100
£0.001 Ordinary shares
England and Wales1
Holding company
100
£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
USA10
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
100
£1 Ordinary shares
USA12
USA13
Publishing
100
Not applicable
Non-trading
100
$20 Ordinary shares
England and Wales1
Non-trading
100
£1 Ordinary shares
England and Wales1
Holding company
100
£1 Ordinary shares
England and Wales1
Non-trading
100
£1 Ordinary shares
England and Wales1
Publishing
100
10 pence Ordinary shares
England and Wales1
Publishing
100
£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
100
£1 Ordinary shares
Financial StatementAnnual Report and Accounts 2023 174
Company name and registered number
Country of incorporation
and registered office
Nature of business
Holding %
Class of shares
Mozo Pty Limited*
ACN 128 199 208
Sapphire Bidco Limited*
11157309
Sapphire Midco Limited**
11157151
Sarracenia Limited
04582851
Shortlist Media Limited
11827702
Australia3
Comparison shopping
England and Wales1
Non-trading
England and Wales1
Non-trading
England and Wales1
Dormant
England and Wales1
Publishing
The Kiplinger Washington Editors Inc*
434902
USA12
Publishing
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 Ltd*
00053626
Waive Limited*
10619147
What Culture Limited*
07243682
Next Commerce Pty Limited*
113 146 786
England and Wales1
Publishing
USA14
Publishing
USA10
Holding company
England and Wales1
Holding company
England and Wales1
Non-trading
England and Wales1
Non-trading
Australia3
Comparison shopping
Future Creative Media Canada Limited*
BC1198396
Canada4
Digital media
publishing
Future Publishing s.r.o.*
09393951
France Technologies Sarl*
84138050400016
Windsor Support Services Private
Limited* U74999DL2011FTC217990
Next Commerce Philippines Inc*
CS201517783
Future US, LLC*
1513070
Future US Holdings, Inc*
6260582
Czech Republic5
Non-trading
France6
Non-trading
India7
Dormant
Philippines8
Dormant
USA11
USA9
Publishing
Holding company
100
100
100
100
100
100
100
100
100
$1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
£1 Ordinary shares
£0.01 Ordinary shares
$10 A Ordinary shares
$10 B Ordinary shares
£1 Ordinary shares
$0.01 Ordinary shares
Not applicable
100
100
100
100
100
100
100
100
100
100
100
£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
England and Wales2
Energy auto switching
service
100
£0.000015625 Ordinary shares
**Sapphire Midco was disolved on 7th November 2023.
1 Registered office: Quay House, The Ambury, Bath, BA1 1UA, England
Registered office: 4 Callaghan Square, Cardiff, CF10 5BT, Wales
2
Registered office: Registered office: Level 10, 89 York Street, Sydney, NSW 2000,
3
Australia
Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8,
Canada
4
5 Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
6 Registered office: 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
7
Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1 New
Delhi New Delhi DL 110020 India
8 Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati,
Manila, Philippines
9 Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
10 Registered office: 251 Little Falls Drive, Wilmington, DE 19808, USA
11 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA
12 Registered office: Corporation Trust Center, 1209 Orange Street, New Castle, Wilmington,
DE 19801, USA
13 Registered office: Suite D100, 117 Seaboard Lane, Franklin, Tennessee, 37067, USA
14 Registered office: 5th Floor, 55 West 39th Street, New York, 10018, USA
15 Registered office: 107 Wolf Road, Suite 101, Albany, 12205, NY, USA
Barcroft Media Limited, Broadleaf Bidco Limited, Broadleaf Holdco Limited, Broadleaf Midco Limited, Broadleaf Newco 2 Limited, Clique Brands
UK Limited, Dennis Publishing 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,
Sapphire Bidco Limited, Sapphire Midco Limited, Shortlist Media 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.
Future plc 175
Notice of Annual
General Meeting
176
Notice of Annual General Meeting
181
Shareholder information
Financial StatementAnnual Report and Accounts 2023 176
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of Future plc will be held at 11.00am on
Wednesday 7 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:
ORDINARY RESOLUTIONS (1-16)
1. To receive and adopt the Annual Report
including the audited financial statements for
the year ended 30 September 2023.
- to ordinary shareholders in proportion
(as nearly as may be practicable) to their
existing holdings; and
- to holders of other equity securities as
2. To declare a final dividend for the year ended
30 September 2023 of 3.4p per ordinary
share payable on 13 February 2024 to
shareholders on the register at the close of
business on 19 January 2024.
3. To approve the Directors’ Remuneration
Report set out on pages 92 to 114 (inclusive)
in the Annual Report.
4. To re-elect Richard Huntingford as a Director
of the Company.
5. To re-elect Jon Steinberg as a Director of the
Company.
6. To re-elect Meredith Amdur as a Director of
the Company.
7. To re-elect Mark Brooker as a Director of the
Company.
8. To re-elect Rob Hattrell as a Director of the
Company.
required by the rights of those securities
or as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which it considers
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any
territory or any other matter;
b) this authority shall expire at the conclusion
of the next Annual General Meeting of the
Company after the passing of this resolution,
or, if earlier, at the close of business on 8 May
2025; and
c) all previous unutilised authorities under
section 551 of the Act shall cease to have
effect (save to the extent that the same are
exercisable pursuant to section 551(7) of
the Act by reason of any offer or agreement
made prior to the date of this resolution
which would or might require shares to be
allotted or rights to be granted on or after
that date).
9. To re-elect Penny Ladkin-Brand as Director
16. To authorise the Company, and all
of the Company
10. To re-elect Alan Newman as a Director of
the Company.
11. To re-elect Angela Seymour-Jackson as a
Director of the Company.
12. To elect Ivana Kirkbride as a Director of the
Company.
13. To reappoint Deloitte LLP as Auditor of the
Company to hold office until the conclusion
of the next general meeting at which
accounts are to be laid before the Company.
14. To authorise the Audit and Risk Committee
to decide the remuneration of the Auditor.
15. That:
a) the Directors be authorised, for the purposes
of section 551 of the Companies Act 2006
(the ’Act’), to allot shares in the Company or
grant rights to subscribe for, or convert any
security into, shares in the Company:
i) in accordance with article 3 of the
Company’s Articles of Association,
up to a maximum nominal amount of
£5,836,396.35 (such amount to be reduced
by the nominal amount of any equity
securities (as defined in section 560 of the
Act) allotted under paragraph (ii) below in
excess of £11,672,792.70); and
ii) comprising equity securities (as defined in
section 560 of the Act), up to a maximum
nominal amount of £11,672,792.70 (such
amount to be reduced by any shares allotted
or rights granted under paragraph (i) above)
in connection with a rights issue:
companies that are its subsidiaries, at
any time during the period for which this
resolution has effect for the purposes of
section 366 of the Act to:
a) make political donations to political parties
and/or independent election candidates not
exceeding £50,000 in total;
b) make political donations to political
organisations other than political parties not
exceeding £50,000 in total; and
c) incur political expenditure not exceeding
£50,000 in total, during the period beginning
with the date of the passing of this resolution
and ending following the conclusion of the
Company’s next Annual General Meeting or,
if earlier, on 8 May 2025.
SPECIAL RESOLUTIONS (17-20)
Special Resolution 17
17. That, if resolution 15 is passed, the Directors
be authorised to allot equity securities (as
defined in section 560 of the Act) for cash
under the authority given by that resolution
and/or to sell ordinary shares held by the
Company as treasury shares for cash as if
section 561 of the Act did not apply to any
such allotment or sale, such authority to be
limited:
i) to the allotment of equity securities
in connection with an offer of or other
invitation to apply for equity securities (but in
the case of the authorization granted under
resolution 15.a. ii), such powers shall be
limited to a rights issue only):
- to ordinary shareholders in proportion
(as nearly as may be practicable) to their
existing holdings; and
- to holders of other equity securities as
required by the rights of those securities
or as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which it considers
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any
territory or any other matter;
ii) to the allotment of equity securities or sale
of treasury shares (otherwise than under
paragraph i) above) up to a nominal amount
of £1,750,918.90; and
iii) to the allotment of equity securities or
sale of treasury shares (otherwise than
under paragraph i) or paragraph ii) above)
up to a nominal amount equal to 20% of
any allotment of equity securities or sale
of treasury shares from time to time under
paragraph ii) above, such authority to be used
only for the purposes of making a follow-on
offer which the Directors determine to be
of a kind contemplated by paragraph 3 of
Section 2B of the Statement of Principles
on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group
prior to the date of this notice (the “Statement
of Principles”), such authority to expire at
the end of the next Annual General Meeting
of the Company or, if earlier, at the close of
business on 8 May 2025 but, in each case,
prior to its expiry the Company may make
offers, and enter into agreements, which
would, or might, require equity securities to
be allotted (and treasury shares to be sold)
after the authority expires and the Directors
may allot equity securities (and sell treasury
shares) under any such offer or agreement as
if the authority had not expired.
Special Resolution 18
18. That if resolution 15 is passed, the Directors
be authorised in addition to any authority
granted under resolution 17 to allot equity
securities (as defined in the Act) for cash
under the authority given by that resolution
and/or to sell ordinary shares held by the
Company as treasury shares for cash as if
section 561 of the Act did not apply to any
such allotment or sale, such authority to be:
i) limited to the allotment of equity securities
or sale of treasury shares up to a nominal
amount of £1,750,918.90 such authority
to be used only for the purposes of
financing (or refinancing, if the authority
is to be used within 12 months after the
original transaction) a transaction which
the Directors determine to be either an
acquisition or a specified capital investment
of a kind contemplated by the Statement of
Principles; and
ii) limited to the allotment of equity securities
or sale of treasury shares (otherwise than
under paragraph i) above) up to a nominal
amount equal to 20% of any allotment
of equity securities or sale of treasury
shares from time to time under paragraph
i) above, such authority to be used only for
Future plc
177
the purposes of making a follow-on offer
which the Directors determine to be of a kind
contemplated by paragraph 3 of Section 2B
of the Statement of Principles, such authority
to expire at the end of the next Annual
General Meeting of the Company or, if earlier,
at the close of business on 8 May 2025 but,
in each case, prior to its expiry the Company
may make offers, and enter into agreements,
which would, or might, require equity
securities to be allotted (and treasury shares
to be sold) after the authority expires and
the Directors may allot equity securities (and
sell treasury shares) under any such offer or
agreement as if the authority had not expired.
Special Resolution 19
20. That the Company is generally and
unconditionally authorised for the purpose
of Section 701 of the Act to make market
purchases (within the meaning of section
693(4) of the Act) of any of its ordinary
shares on such terms and in such manner
as the Directors of the Company may from
time to time decide, provided that:
a) the maximum aggregate number of
ordinary shares which may be purchased is
11,672,793, representing approximately 10
per cent of the Company’s issued ordinary
share capital;
b) the minimum price (excluding expenses)
which may be paid for each ordinary share is
15 pence (being the nominal value);
c) the maximum price (excluding expenses)
which may be paid for each ordinary share is
the higher of:
i) an amount equal to 105 per cent of the average
market value of an ordinary share as derived
from the London Stock Exchange Daily Official
List for the five business days immediately
preceding the day on which such ordinary
share is contracted to be purchased; and
ii) the value of an ordinary share calculated on
the basis of the higher of the price quoted for:
(a) the last independent trade of; and (b) the
highest current independent bid for, in each
instance, any number of ordinary shares on
the trading venues where the purchase is
carried out; and
d) unless previously revoked, varied or renewed
by the Company in general meeting, the
authority granted by this resolution shall
expire at the end of the next Annual General
Meeting of the Company or, if earlier, at the
close of business on 8 May 2025 but, in each
case, prior to its expiry the Company may
enter into a contract to purchase ordinary
shares which will or may be executed wholly
or partly after the expiry of such authority
and may make purchases of ordinary shares
pursuant to such contract as if this authority
had not expired.
Special Resolution 20
20. That, in accordance with the Company’s
By order of the Board
David Bateson
Company Secretary
6 December 2023
Future plc, Quay House,
The Ambury, Bath BA1 1UA
Registered in England and Wales: 03757874
Explanation of resolutions
Ordinary resolutions
For each of the following resolutions to be
passed, more than half of the votes cast must
be in favour of the resolution.
Resolution 1:
Receipt of annual report
The Directors present to shareholders at the
AGM the Reports of the Directors and Auditor
and the financial statements of the Company
for the year ended 30 September 2023.
Resolution 2:
Approval of the final dividend
This resolution seeks shareholder approval to
pay a final dividend of 3.4p per ordinary share
for the year ended 30 September 2023. The
dividend, if approved, will be payable on 13
February 2024 to shareholders on the register
at the close of business on 19 January 2024.
Resolution 3:
Approval of the directors’ remuneration
report
Resolution 3 seeks shareholder approval
for the Directors’ Remuneration Report on
pages 92 to 114 of the Annual Report. The
FY 2023 annual report on remuneration
gives details of the implementation of the
Company’s Remuneration Policy, approved by
shareholders at the AGM in February 2023,
in terms of the payments and share awards
made to the Directors in connection with their
performance and that of the Company during
the year ended 30 September 2023.
It also gives details of how the Company
intends to apply the Remuneration Policy in
practice for FY 2024. This vote is advisory and
the Directors’ entitlement to remuneration is
not conditional on it.
The Company’s Auditor during the year,
Deloitte LLP, has audited those parts of the
Directors’ Remuneration Report that are
required to be audited and their report may be
found on pages 117 to 127 of the Annual Report.
Resolutions 4-12:
Election and re-election of directors
A biography of each Director, including a
description of the skills and experience they
contribute to the Board, appears on pages 78
and 79 of the Annual Report and is also available
on the Company’s website at www.futureplc.
com/who-we-are/.
Articles of Association, a general meeting
(other than an Annual General Meeting)
may be called on not less than 14 clear
days’ notice.
In accordance with the recommendations of
the UK Corporate Governance Code, every
Director is required to retire from office at
every AGM. Any Director eligible, in accordance
with the Company’s articles of association
(the ‘Articles’), may stand for re-election. The
Company’s Chair confirms that, following the
evaluation process, as described on page 81 of
the Annual Report, the performance of each
Director standing for re-election and election
continues to be effective and that they have each
demonstrated a strong commitment to their
role. In reaching its recommendations the Board
considered the individual skills and experience
brought by each Director and the overall skill set
of the Board. The Board also carefully considers
other commitments held by each Director.
Where a Director holds other roles, and prior to
accepting any additional roles, attention is paid
to ensuring they are able to commit sufficient
time to the Company. The Board has determined
that each Director has the ability to continue to
provide the level of focus and time required to
fulfil their individual obligations at the Company
notwithstanding their external appointments.
Resolutions 13-14:
Appointment of auditor and auditor’s
remuneration
An independent auditor is required to be
appointed at each general meeting at which
accounts are presented to shareholders.
Under Resolution 13 the Directors propose
to reappoint Deloitte LLP as the Company’s
independent auditor. More information about
the decision to appoint Deloitte LLP can be
found in the Audit and Risk Committee report
on page 87 of the Annual Report.
Resolution 14 seeks shareholder authorisation
for the Audit and Risk Committee to decide the
Auditor’s fee, which is standard practice.
Resolution 15:
Authority to allot shares
At the AGM last year, the Directors were given
the authority to allot shares without the prior
consent of shareholders for a period expiring
at the conclusion of the 2024 AGM or, if earlier,
on 8 May 2024. It is proposed to renew this
authority and to authorise the Directors under
section 551 of the Companies Act 2006 to allot
ordinary shares or grant rights to subscribe
for or convert any security into shares in the
Company for a period expiring at the conclusion
of the 2025 AGM or, if earlier, close of business
on 8 May 2025.
This resolution, which follows the guidelines
issued by the Investment Association, will allow
the Directors to:
a) allot ordinary shares up to a maximum
nominal amount of £5,836,396.35
representing approximately one third (33.33
per cent) of the Company’s existing issued
share capital and calculated as at 5 December
2023 (being the last practicable date prior to
publication of this notice); and
b) allot ordinary shares in connection with a
rights issue in favour of ordinary shareholders
up to a maximum nominal amount (including
any shares allotted under the paragraph above)
of £11,672,792.70 representing approximately
two thirds (66.67 per cent) of the Company’s
Strategic reviewAnnual Report and Accounts 2023 178
Notice of Annual
General Meeting
existing issued share capital and calculated as
at 5 December 2023 (being the last practicable
date prior to publication of this notice).
The Directors have no present intention of
allotting shares under the authority conferred
by this resolution, but believe that the flexibility
allowed by this resolution may assist them in
taking advantage of business opportunities as
they arise.
If they do exercise this authority, the Directors
intend to follow best practice as recommended
by the Investment Association. As at 5
December 2023 (being the last practicable
date prior to publication of this notice) the
Company does not have any shares in treasury.
Resolution 16:
Authority to make political donations
It remains the policy of the Company not to
make political donations or to incur political
expenditure, as those expressions are
normally understood. However, following
broader definitions introduced by the Act, the
Directors continue to propose a resolution
designed to avoid inadvertent infringement of
these definitions.
The Act requires companies to obtain
shareholders’ authority for donations to
registered political parties and other political
organisations totalling more than £50,000
in any 12-month period, and for any political
expenditure, subject to limited exceptions.
The definition of donation in this context is
very wide and extends to bodies such as those
concerned with policy review, law reform and
the representation of the business community.
It could also include special interest groups,
such as those involved with the environment,
which the Company and its subsidiaries might
wish to support, even though these activities
are not designed to support or to influence
support for any particular political party.
Special Resolutions
For each of the following resolutions to be
passed, at least 75 per cent of the votes cast
must be in favour of the resolution.
Resolutions 17 and 18:
Directors’ general powers to disapply pre-
emption rights
At last year’s meeting, special resolutions
were passed, under sections 570 and 573
of the Act, empowering the Directors to allot
equity securities for cash without a prior offer
to existing shareholders. Resolutions 17 and
18 will renew and, in the case of follow-on
offers of a kind contemplated by paragraph 3
of Section 2B of the Statement of Principles
only, extend these authorities.In line with the
guidance set out in the Statement of Principles,
if approved, resolution 17 will authorise the
Board to allot equity securities (as defined
in section 560 of the Act) for cash and/or to
sell ordinary shares held by the company as
treasury shares for cash on a non-pre-emptive
basis. The authority will be limited to: (i) the
allotment for rights issues; (ii) the allotment
of equity securities or sale of treasury shares
(otherwise than under paragraph (i) above)
up to a nominal amount of £1,750,918.90,
which represents approximately 10% of the
issued share capital of the company as at 5
December 2023 (being the latest practicable
date prior to publication of this notice); and
(iii) the allotment of equity securities or sale
of treasury shares (otherwise than under (i)
or (ii) above) up to a nominal amount of equal
to 20% of any allotment of equity securities
or sale of treasury shares from time to time
under (ii), such authority to be used only for
the purposes of making a follow-on offer of a
kind contemplated by paragraph 3 of Section
2B of the Statement of Principles.
In line with the guidance set out in the
Statement of Principles, if approved,
resolution 18 will additionally authorise the
Board to allot equity securities (as defined in
section 560 of the Act) and/or sell ordinary
shares held by the Company as treasury
shares for cash on a non-pre-emptive basis.
This additional authority will be limited
to: (i) the allotment of equity securities
or sale of treasury shares up to a nominal
amount of £1,750,918.90, which represents
approximately 10% of the issued share capital
of the Company as at 5 December 2023 (being
the latest practicable date prior to publication
of this notice), for the purposes of financing (or
refinancing, if the authority is to be used within
12 months after the original transaction) a
transaction which the Board determines to
be an acquisition or other capital investment
of a kind contemplated by the Statement of
Principles and which is announced at the same
time as the allotment, or has taken place in the
preceding 12 month period and is disclosed
in the announcement of the allotment; and
(ii) the allotment of equity securities or sale
of treasury shares (otherwise than under
(i)) up to a nominal amount of equal to 20%
of any allotment of equity securities or sale
of treasury shares from time to time under
(i), such authority to be used only for the
purposes of making a follow-on offer of a kind
contemplated by paragraph three of Section
2B of the Statement of Principles.
The Directors consider the authorities in
these two resolutions to be appropriate in
order to allow the Company flexibility to
finance business opportunities or to conduct
a pre-emptive offer or rights issue without the
need to comply with the strict requirements
of the statutory pre-emptive provisions. The
Directors have no present intention to make
use of these authorities. If the powers sought
by Resolutions 17 and 18 are used in relation to
a non-pre-emptive offer, the Directors confirm
their intention to follow the shareholder
protections in paragraph 1 of Part 2B of the
Statement of Principles and, where relevant,
follow the expected features of a follow-on
offer as set out in paragraph 3 of Part 2B of
the Statement of Principles.
The authorities sought under resolutions 17
and 18 will, if granted, lapse at the conclusion of
the next Annual General Meeting or, if earlier,
the close of business on 8 May 2025.
Resolution 19:
Return of cash via share buyback
At a General Meeting of the Company on 3
August 2023, Directors were given authority to
make on-market purchases of ordinary shares
up to a maximum of approximately 10 per cent
of the Company’s issued share capital . This
authority will expire at the conclusion of this
year’s Annual General Meeting.
At the time of posting of the notice for the
General Meeting of 3 August 2023 it was
announced that the Directors intended to
renew the general buyback authority as a
standing matter at future Annual General
Meetings. Resolution 19, which will be
proposed as a special resolution, therefore,
seeks to renew the authority granted at the
General Meeting of 3 August 2023 and gives
the Company authority to buy-back its own
ordinary shares in the market as permitted by
the Act.
In line with institutional investor guidelines,
the authority limits the numbers of shares
that could be purchased to a maximum of
11,672,792 ordinary shares (representing
approximately 10 per cent of the issued
ordinary share capital (excluding treasury
shares)) of the Company as at 5 December
2023 (being the latest practicable date prior
to publication of this notice). The authority
sought under Resolution 20 will, if granted,
lapse at the conclusion of the next Annual
General Meeting or, if earlier, the close
of business on 8 May 2025. Any shares
purchased will be cancelled.
The Directors have no present intention of
making share purchases under the authority
conferred by the resolution, but the authority
provides the flexibility to allow them to do
so in the future. The Directors will exercise
this authority only when to do so would be in
the best interests of the Company and of its
shareholders generally.
The Company has options and awards
outstanding over 4,469,444 ordinary shares,
representing 3.83 per cent of the Company’s
issued ordinary share capital (excluding
treasury shares) as at 5 December 2023
(being the latest practicable date prior to the
publication of the Notice). If the authority now
being sought by resolution 19 were to be used
in full, the total number of options and awards
outstanding would represent 4.25 per cent of
the Company’s issued ordinary share capital
(excluding treasury shares) at that date.
Resolution 20:
Notice of general meetings
The notice period for general meetings, as
governed by the Act, is 21 days. The notice
period can be less if shareholders approve a
Future plc 179
shorter notice period, however it cannot be
shorter than 14 clear days. AGMs cannot be
held at shorter notice and must always be held
on at least 21 clear days’ notice.
At last year’s AGM, shareholders authorised the
calling of general meetings other than an AGM
on not less than 14 clear days’ notice and it is
proposed that this authority be renewed. The
authority granted by this resolution, which will
be proposed as a special resolution, if passed,
will be effective until the Company’s next
Annual General Meeting, when it is intended
that a similar resolution will be proposed.
Note, that if a general meeting is called on
less than 21 clear days’ notice, the Company
will arrange for electronic voting facilities to
be available to all shareholders. The flexibility
offered by this resolution will be used where,
taking into account the circumstances, and
noting the recommendations of the UK
Corporate Governance Code, the Directors
consider this appropriate in relation to the
business of the meeting and in the interests of
the Company and shareholders as a whole.
Further information about the AGM
1. Information regarding the meeting, including
the information required by section 311A of the
Act, is available from:
https://www.futureplc.com/shareholder-info/.
Attendance at the AGM
2. The AGM (the ‘Meeting’) will take place as
a physical meeting. We strongly encourage
shareholders to submit a proxy vote in advance
of the AGM and to appoint the Chair of the
meeting as their proxy, rather than a named
person who, if circumstances change, may not
be able to attend the meeting.
If you are attending the meeting in person,
please bring the attendance card attached
to your form of proxy and arrive at Future’s
London office, 121 - 141 Westbourne Terrace,
Paddington, London, W2 6JR, in sufficient time
for registration.
We will keep you updated should the plans for
our AGM change in light of future developments.
Any change to the location, time or date of our
AGM will be communicated to shareholders in
accordance with our Articles of Association and
by Stock Exchange Announcement.
Appointment of a proxy does not preclude a
member from attending the meeting and voting
in person. If a member has appointed a proxy
and attends the meeting in person, the proxy
appointment will automatically be terminated.
you appoint multiple proxies for a number of
shares in excess of your holding, the proxy
appointments may be treated as invalid. A
proxy need not be a member of the Company.
A proxy card is enclosed. To be effective, proxy
cards should be completed in accordance with
Notice of Annual General Meeting, these notes
and the notes to the proxy form, signed and
returned so as to be received by the Company’s
Registrars:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
not later than 11.00am on 5 February 2024
being two business days before the time
appointed for the holding of the meeting. If you
submit more than one valid proxy appointment,
the appointment received last before the
latest time for the receipt of proxies will take
precedence.
Electronic appointment of proxies
4. As an alternative to completing the
printed proxy form, you may appoint a proxy
electronically by visiting the following website:
www.investorcentre.co.uk/eproxy.
You will be asked to enter the Control Number,
the Shareholder Reference Number (SRN)
and PIN as printed on your proxy form and to
agree to certain terms and conditions. To be
effective, electronic appointments must have
been received by the Company’s Registrars not
later than am on x February 2024.
Number of shares in issue
5. As at the close of business on 5 December
2023 (being the last business day prior to
the publication of this notice) the Company’s
issued share capital consisted of 116,727,927
Ordinary shares of 15 pence each. Each
Ordinary share carries one vote. There are
no shares held in treasury. The total number
of voting rights in the Company is therefore
116,727,927.
Documents available for inspection
6. Printed copies of the service contracts of
the Company’s Directors and the letters of
appointment for the non-Executive Directors
will be available for inspection during usual
business hours on any weekday (Saturdays,
Sundays and public holidays excluded) at
the Company’s London office at 121 - 141
Westbourne Terrace, Paddington, London,
W2 6JR and at the Company’s registered
office at Quay House, The Ambury, Bath, BA1
lUA including on the day of the meeting from
11.00am until its completion.
Appointment of proxies
3. Any member entitled to attend and vote
at the meeting may appoint one or more
proxies to attend, speak and vote in their
place. A member may appoint more than one
proxy provided that each proxy is appointed
to exercise the rights attached to a different
share or shares held by that shareholder. If
Eligible shareholders
7. The Company, pursuant to Regulation 41
of The Uncertificated Securities Regulations
2001, specifies that only those members on
the register of the Company as at 6pm on 5
February 2024 or, if this 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 that time. Changes to entries on the
Register after 6pm on 5 February 2024 or, if
this meeting is adjourned, in the register of
members 48 hours before the time of any
adjourned meeting, will be disregarded in
determining the rights of any person to attend
or vote at the meeting.
Indirect investors
8. Any person to whom this notice is sent who
is a person that has been nominated under
section 146 of the Act to enjoy information
rights (a ‘Nominated Person’) does not have a
right to appoint a proxy. However, a Nominated
Person may, under an agreement with the
registered shareholder by whom they were
nominated (a ‘Relevant Member’), have a
right to be appointed (or to have someone
else appointed) as a proxy for the meeting.
Alternatively, if a Nominated Person does not
have such a right, or does not wish to exercise
it, they may have a right under any such
agreement to give instructions to the Relevant
Member as to the exercise of voting rights.
A Nominated Person’s main point of contact
in terms of their investment in the Company
remains the Relevant Member (or, perhaps,
the Nominated Person’s custodian or broker)
and the Nominated Person should continue
to contact them (and not the Company)
regarding any changes or queries relating to
the Nominated Person’s personal details and
their interest in the Company (including any
administrative matters). The only exception to
this is where the Company expressly requests a
response from the Nominated Person.
Appointment of proxies through crest
9. CREST members who wish to appoint a
proxy or proxies through the CREST electronic
proxy appointment service may do so for the
meeting and any adjournment(s) thereof by
using the procedures described in the CREST
Manual. CREST personal members or other
CREST sponsored members, and those CREST
members who have appointed a voting service
provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to
take the appropriate action on their behalf.
For a proxy appointment or instruction made
using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated
in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the
information required for such instructions, as
described in the CREST Manual. The message,
regardless of whether it constitutes the
appointment of a proxy or an amendment to
the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted
so as to be received by the issuer’s agent (ID
3RA50) by 11.00 am on 5 February 2024 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
Strategic reviewAnnual Report and Accounts 2023 180
Notice of Annual
General Meeting
will be taken to be the time (as determined
by the timestamp applied to the message by
the CREST Applications Host) from which the
issuer’s agent is able to retrieve the message
by enquiry to CREST in the manner prescribed
by CREST. After this time any change of
instructions to proxies appointed through
CREST should be communicated to the
appointee through other means.
CREST members and, where applicable, their
CREST sponsors or voting service providers
should note that Euroclear UK & Ireland Limited
does not make available special procedures in
CREST for any particular messages. Normal
system timings and limitations will therefore
apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the
CREST member concerned to take (or, if the
CREST member is a CREST personal member
or sponsored member or has appointed a
voting service provider(s), to procure that
his/her CREST sponsor or voting service
provider(s) take(s)) such action as is necessary
to ensure that a message is transmitted by
means of the CREST system by any particular
time. In this connection, CREST members
and, where applicable, their CREST sponsors
or voting service providers are referred, in
particular, to those sections of the CREST
Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
Amending a proxy
10. To change a proxy instruction, a member
needs to submit a new proxy appointment
using the methods set out above. Note that the
deadlines for receipt of proxy appointments
(see above) also apply in relation to amended
instructions; any amended proxy appointment
received after the relevant deadline will be
disregarded. Where a member has appointed
a proxy using the paper proxy form and would
like to change the instructions using another
such form, that member should contact the
Registrars on +44 (0)370 7071443.
If more than one valid proxy appointment is
submitted, the appointment received last
before the deadline for the receipt of proxies
will take precedence.
Revoking a proxy
11. In order to revoke a proxy instruction,
a signed letter clearly stating a member’s
intention to revoke a proxy appointment must
be sent by post or by hand to the Company’s
Registrars:
Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY.
Note that the deadlines for receipt of proxy
appointments (see above) also apply in relation
to revocations; any revocation received after
the relevant deadline will be disregarded.
Corporate members
12. In the case of a member which is a company,
any proxy form, amendment or revocation must
be executed under its common seal or signed
on its behalf by an officer of the company or
an attorney for the company. Any power of
attorney or any other authority under which
the documents are signed (or a duly certified
copy of such power of authority) must be
included. A corporate member can appoint
one or more corporate representatives who
may exercise, on its behalf, all its powers as
a member provided that no more than one
corporate representative exercises powers
over the same share. Members considering
the appointment of a corporate representative
should check their own legal position, the
company’s articles of association and the
relevant provision of the Act.
Joint holders
13. Where more than one of the joint holders
purports to vote or appoint a proxy, only the
vote or appointment submitted by the member
whose name appears first on the register will
be accepted.
Questions at the AGM
14. Any member attending the meeting has the
right to ask questions in person at the meeting
or by email prior to the meeting a t cosec@
futurenet.com. Under section 319A of the Act,
the Company must answer any question you
ask relating to the business being dealt with at
the meeting unless:
a) answering the question would interfere
unduly with the preparation for the meeting
or involve the disclosure of confidential
information;
b) the answer has already been given on a
website in the form of an answer to a question; or
c) it is undesirable in the interests of the
Company or the good order of the meeting that
the question be answered.
Members’ right to require circulation of a
resolution to be proposed at the AGM
15. Under section 338 of the Act, a member or
members meeting the qualification criteria set
out at note 18 below may, subject to conditions
set out at note 19, require the Company to give
to members notice of a resolution which may
properly be moved and is intended to be moved
at that meeting.
Members’ right to have a matter of business
dealt with at the AGM
16. Under section 338A of the Act, a member
or members meeting the qualification criteria
set out at note 18 below 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
included in the business (a matter of business).
Website publication of any audit concerns
17. Pursuant to Chapter 5 of Part 16 of the Act,
where requested by a member or members
meeting the qualification criteria set out at
note 18 below, the Company must publish on
its website a statement setting out any matter
that such members propose to raise at the
AGM relating to the audit of the Company’s
accounts (including the auditors’ report and the
conduct of the audit) that are to be laid before
the AGM.
Where the Company is required to publish such
a statement on its website:
a) it may not require the members making the
request to pay any expenses incurred by the
Company in complying with the request;
b) it must forward the statement to the
Company’s auditors no later than the time the
statement is made available on the Company’s
website; and
c) the statement may be dealt with as part of
the business of the AGM.
The request:
d) may be in hard copy form or in electronic form
and must be authenticated by the person or
persons making it (see note 19(d) and (e) below);
e) should either set out the statement in full
or, if supporting a statement sent by another
member, clearly identify the statement which is
being supported; and
f) must be received by the Company at least
one week before the AGM.
Members’ qualification criteria
18. In order to be able to exercise the members’
rights set out in notes 15 to 17 above, the
relevant request must be made by:
a) a member or members having a right to vote
at the AGM and holding at least 5 per cent of
total voting rights of all the members having
a right to vote on the resolution to which the
request relates; or
b) at least 100 members having a right to vote
at the AGM and holding, on average, at least
£100 of paid up share capital.
Conditions
19. The conditions are that:
a) any resolution must not, if passed, be
ineffective (whether by reason of inconsistency
with any enactment or the Company’s
constitution or otherwise);
b) the resolution or matter of business must
not be defamatory of any person, frivolous or
vexatious;
c) the request:
i) may be in hard copy form or in electronic
form;
ii) must identify the resolution or the matter of
business of which notice is to be given by either
setting it out in full or, if supporting a resolution/
matter of business sent by another member,
clearly identifying the resolution/matter of
business which is being supported;
iii) in the case of a resolution, must be
accompanied by a statement setting out the
grounds for the request;
iv) must be authenticated by the person or
persons making it; and
v) must be received by the Company not later
than six weeks before the date of the AGM; and
d) in the case of a request made in hard copy
form, such request must be:
Future plc i) signed by you and state your full name and
address; and
ii) sent either: by post to
Company Secretary,
Future plc,
Quay House,
The Ambury,
Bath BA1 lUA;
or by fax to +44(0)1225 732266
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.
Contacts
Future plc and
Future Publishing
Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
Tel +44 (0)1225
442244
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
Cardiff office
4 Callaghan Square
Cardiff
Wales
CF10 5BT
www.futureplc.com
Shareholder
information
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
0370 707 1443 or by post at Computershare
Investor Services PLC at the address below.
Financial calendar
Event
Annual General Meeting
Ex dividend date for the FY23 final dividend
FY23 final dividend payment date
181
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
Date
7 February 2024
18 January 2024
13 February 2024
Announcement of the preliminary results for the year ended 30 September 2024
November 2024
Strategic reviewAnnual Report and Accounts 2023