Informa Annual Report and Accounts 2019
Championing
the specialist
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Contents
Strategic Report
Highlights
Informa at a glance
Chairman’s Introduction
Group strategy
Group Chief Executive’s Review
Business model
Trends in our markets
Creating Informa Tech
The heart of Informa
Section 172 and non-financial information statements
A snapshot of our Divisions
Divisional Review
– Informa Connect
– Informa Intelligence
– Informa Markets
– Informa Tech
– Taylor & Francis
– Global Support and Group Operations
Key performance indicators
Risk management
Principal risks and uncertainties
Viability statement
Financial Review
Essential reading
1
2
4
8
10
20
22
30
34
52
54
56
60
64
68
72
76
78
80
84
91
94
Governance
Chairman’s introduction to governance
Board of Directors
Corporate Governance Report
Nomination Committee Report
Audit Committee Report
Directors’ Remuneration Report
Directors’ Report and other statutory information
Statement of Directors’ responsibilities
Financial Statements
Independent Auditor’s report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Balance Sheet
Consolidated Cash Flow Statement
Reconciliation of Movement in Net Debt
Notes to the Consolidated Financial Statements
Parent Company Balance Sheet
Parent Company Statement of Changes in Equity
Notes to the Parent Company Financial Statements
Glossary of terms and alternative performance measures
Five-year summary
Company Information
Shareholder information
Advisers
106
110
112
122
126
131
144
147
148
160
161
162
163
164
164
165
229
230
231
235
237
238
240
Our Divisions
p56 — p67
The heart of Informa
p34 —
p53
Informa Tech
Behind the curtain
p30
Group Chief Executive’s
Review p10
Championing
the specialist
2019 Informa highlights
Informa exists to champion the specialist,
connecting people with knowledge to help
them learn more, know more and do more.
We champion and connect specialists all over the
world through events, intelligence and scholarly
publishing. We’re a FTSE 100 company with
hundreds of powerful brands helping customers
in dozens of specialist markets to succeed.
Business performance
51.3p
Adjusted diluted earnings per share*
(2018: 49.2p)
Revenue growth
£2,890m
Revenues (2018: £2,370m)
3.5%
Business profitability
£933m
Adjusted operating profit* (2018: £732m)
£538m
Underlying growth* (2018: 3.7%)
Statutory operating profit (2018: £363m)
22.0%
Reported growth (2018: 34.9%)
Page 4, Chairman’s Introduction
Page 10, Group Chief Executive’s Review
Page 94, Financial Review
Expanded Group
Informa Tech
Creation of new Division
Adding talent
300+
Colleagues welcomed
from IHS Markit TMT
Financial flexibility
£722m
Free cash flow (2018: £503m)
Page 30, Creating Informa Tech
Page 68, Divisional Review
Page 94, Financial Review
We use certain alternative performance measures
in this report. These are marked by asterisks.
See page 235 for a glossary of these terms.
p10
Combination complete
Completion of one-year Accelerated Integration Plan
p36
Supporting culture
Introduction of updated purpose and principles
p106
Development of the Board
Board changes and new Non-Executive Director
1
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Informa at a glance
Who we are
11,000 colleagues
FTSE 100 member
100s of specialist brands
Working in 30+ countries
We champion
specialists working in
a range of markets
See pages 22 to 29
22
An international
business-to-business
events, academic
publishing and
information services
Group
Humanities. Health & Nutrition.
Maritime. Licensing.
Finance. Aviation.
Pharma. Tech.
And more.
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 30,000+ intelligence subscribers
Customers in 170 countries
4.6m sq.m exhibition space
4.1m research articles
5.8m event attendees
We connect people
with knowledge
We help customers
learn more, know more
and do more in their
roles and businesses
Connections to buyers
Marketing services
Specialist content
Expert research
Must-have data
33
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Chairman’s Introduction
Consistency and
performance
Informa’s focus on market specialisation
has delivered progressive improvements in
financial performance over the last six years
Derek Mapp
Chairman
It is a great pleasure to address Informa Shareholders after
another busy and productive year for the Group.
There were many highlights, not least the successful completion
of the Accelerated Integration Plan (AIP), which saw Informa fully
combine the UBM portfolio acquired in 2018 into the Group.
This development further improved the balance and breadth of the
business, extending our international reach and depth in a range
of attractive specialist markets, and your Board believes these
qualities will bring long-term benefits to Informa Shareholders,
the Group’s customers and business partners and colleagues
working in the Company.
This increased depth and reach creates a resilience evident in our
financial performance in 2019. The Group navigated a couple of
market-specific impacts described in the Group Chief Executive’s
Review to deliver a sixth consecutive year of growth in revenue,
adjusted profits and free cash flow. These strong results led the
Board to propose another year of growth in the dividend as well.
4
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Market specialisation and growth
Since 2014, Informa has been on a journey to improve the level
and consistency of growth delivered by each of its businesses.
The Growth Acceleration Plan (GAP) launched that year involved a
deliberate programme of restructuring, repairing and renewing
the Group, putting greater focus on customers and the specialist
markets that Informa’s Divisions serve.
The addition of UBM built on these foundations, and the journey
towards further market specialisation led to the introduction of
Informa Tech in January 2019. This is the Group’s first fully market-
focused Division, combining all our brands that deliver events,
conferences, exhibitions, research, data and media services to
the technology industry.
One of the key decisions your Board supported in 2019 was to
further strengthen and invest in this market. This involved adding
IHS Markit’s Technology, Media & Telecoms (TMT) portfolio to
Informa Tech and, in tandem, stepping back from the market
for Agribusiness Intelligence, in which we believed the Group
did not have the scale to succeed, by selling this portfolio to
IHS Markit in turn.
In this situation, we considered the interests of our customers for
these products and their desire for ongoing product development
and service support, as well as the continuity of Informa’s
colleagues, and the interests of Shareholders in sustainable long-
term performance. As some of Informa Tech’s leaders discuss on
page 30, the new Division has had a positive start and the Board
looks forward to seeing its progression in 2020 and beyond.
Through the AIP, Informa’s brand was also updated and relaunched
in 2019. With it came an update to the names of four of the Group’s
Divisions to align them more closely with Informa. The programme
also included important work on the enlarged Group’s purpose and
guiding principles, creating a common set of values to unite and
connect colleagues across the world.
The Board was fully supportive of this work and received regular
updates on thinking and progress throughout. We continue to
assess and monitor the strength of Informa’s distinctive and
energetic culture through directly engaging with the business as
well as through more formal reporting mechanisms.
Performance and returns
Informa’s focus on market specialisation has delivered progressive
improvements in financial performance over the last six years, with
underlying revenue growth increasing from 0.7% in 2014 to 3.5%
in 2019. In absolute terms, the Group’s expansion through adding
businesses and business growth is reflected in the increase in
revenues from £1,137m to £2,890m over the same period.
Revenue performance has readily translated into attractive
earnings and cash flow growth. In 2019, adjusted diluted earnings
per share was 51.3p, up 4.3% on 2018 or 16.1% on a pro-forma
basis adjusting for the UBM addition. Free cash flow grew 43.5%
to £722.1m. To put this in context, in 2014 we reported free cash
flow of £237.2m.
Since 2014, annual dividend growth has progressively increased
from 2% to 7% in 2018, mirroring the improving growth and
resilience of Informa’s cash flow. In 2019, we are proposing a final
dividend of 15.95p per share, which would bring the total 2019
dividend to 23.50p, an increase of 7.3% over last year.
The increased scale and predictability of the enlarged Group’s
cash flow also provide the Group with flexibility for the future.
Leverage at the end of 2019 was 2.5 times net debt to EBITDA,
in line with the target we set at the start of the AIP. This is at the
upper end of our target range and, near term, we remain focused
on continuing to deleverage.
5
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Chairman’s Introduction continued
Looking back,
Looking forward
Q. Looking back over the last decade
with Informa, what are some
of your highlights?
Most recently, the acquisition of UBM, because it brought
new reach and depth to the Group, which in turn creates new
opportunities for the future. This was naturally a development that
the Board was fully involved with, and we were mindful to ensure
that, at every step, it delivered the benefits set out for Shareholders
and other stakeholders.
Going back further, another highlight is the deliberate actions taken
as part of GAP to progressively build presence and capability in the
US and within exhibitions. The approach taken and the businesses
the Group added were fundamental to the development of Informa
as it is today.
I would also say that the way the Group has built real depth of
talent in recent years is significant and personally rewarding.
The Board spends a considerable amount of time with Group
management and leaders from each Division, and it’s impossible
not to feel a sense of commitment, expertise, accountability and
drive that bodes well for the future.
Q. How has the role of the Board
evolved over this period?
I think the Board’s role has been fairly consistent throughout.
The Board is there to represent interests of Shareholders,
and also other stakeholders, in how the business is positioned,
led and developed.
It is our responsibility to take steps to fully understand the
Company, to work collaboratively and constructively with the
management team, to challenge and to support in equal measures,
and to set the overall direction in terms of strategy and approach.
Informa has had a consistent management team over the last
six years in particular, and I have enjoyed working with them in
shaping and pursuing their ambitious strategy for the Group.
The explicit commitments that our Board, and other boards,
have made to diversity over the last decade is a welcome one.
This includes giving more deliberate consideration to the range
of skills and experiences Directors hold and can bring to the task,
and ensuring the style of discussion at Board meetings means
every Director can contribute their expertise.
Q. Where do you see the opportunities
for the decade ahead?
There are certainly exciting times ahead for Informa.
Businesses and markets are becoming more international and
more specialist, both of which play to the Group’s strengths.
Increasingly, companies in any one country see no borders
regarding where their customers could be based or where the
latest and best intelligence and insight will come from.
There is also no doubt that continued advancements in technology
will create new opportunities for knowledge and information
services, while the power of targeted human connections may
become even more valuable. Strong leadership, creative thinking,
a focus on the customer and making the most of the people and
talent you have will always stand any company in good stead.
6
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Board development
As the business has grown and evolved, so too has the Board
adapted to best serve Shareholders and the Group’s many
other stakeholders. We regularly review the Board’s shape and
composition to ensure a good mix of relevant skills and experience,
and this has recently led to some changes.
Every year we also undertake a roadshow to meet with the Group’s
largest Shareholders one-to-one. In 2019 this took place in January,
when I and other Board colleagues met investors representing over
one-third of Informa’s equity. It is always informative and useful,
with discussions covering performance, leadership, culture and the
AIP amongst other matters.
Future growth and opportunities
As I step away from the Board, I am confident that Informa’s future
is full of further opportunities. The journey to this point has been
an exciting one and, in my opinion, the best years still lie ahead.
As 2020 begins, similar to many companies, the Group is seeing
an impact in our events-led businesses from the outbreak of
COVID-19. We are making all the decisions necessary to look after
colleagues and customers, and to ensure the long-term strengths
of our brands and customer relationships.
This includes deploying a material postponement programme,
shifting our events calendar to later dates in 2020. We continue to
monitor developments and take appropriate business measures.
Notwithstanding this impact, the Group’s portfolio of strong
brands, international reach, talent and positions provide a platform
for further market specialisation and growth in the future.
I am proud of the Group’s enhanced commitment to sustainability,
which is discussed in more detail on page 48. We have invested
significantly in these capabilities in recent years and are well placed
to raise our ambition and make specific commitments to a more
sustainable future, both within Informa and across the specialist
markets we serve.
Delivering on this potential will undoubtedly require further
contribution and commitment from colleagues and continued
support from Shareholders, and my sense is that the belief,
determination and excitement to continue the journey exist.
It has been my privilege to serve the Group and its Shareholders,
and I look forward to following Informa in 2020 and beyond.
Derek Mapp
Chairman
9 March 2020
At the time when the AIP was starting to draw to a close in 2019
and the enlarged Group was operating as one business, Greg Lock
stepped down as Deputy Chairman. Greg provided valuable input
and guidance during the key period of combination and transition,
for which I am very grateful.
Similarly, David Wei decided not to seek re-election at the Annual
General Meeting (AGM) to focus on his other professional
commitments. Cindy Rose also chose not to seek re-election,
having completed her six-year term on the Board. I’d like to take
this opportunity to thank David and Cindy for their valuable
contributions during the creation of the enlarged Informa
Group and, in Cindy’s case, over several years prior.
In August we appointed Gill Whitehead to the Board as a Non-
Executive Director, bringing extensive knowledge and experience
in digital, data and analytics, areas that remain highly relevant to
Informa’s development.
At the start of 2020, it was also announced that the Board, led by
the Senior Independent Director and on behalf of the Nomination
Committee, had started a process to identify a successor for my
role as Chairman.
Having served a full term as Chairman and with the AIP now
complete, it is an appropriate time for this process to commence.
I first served on the Board as a Non-Executive Director and
subsequently as Chairman, and have greatly enjoyed my time and
association with the Group, with the pleasure and privilege to be
involved in a period of significant growth and expansion at Informa.
Engaging and understanding
One of the most rewarding elements of my role is the regular
engagements and discussions I have with those who work in
and with Informa.
This is particularly true of the many colleagues I have spent
time with. I am always struck by the commitment and passion
of colleagues in the business, and the depth and level of their
expertise in their particular specialist market.
Within this report, there are many details of how the Directors
maintained their engagement with colleagues in 2019 and how the
Board ensured the views of the customers and other key partners
were understood and considered. Page 52 includes an overview of
this engagement, in the form of the Board’s Section 172 Statement.
While we receive regular updates and reporting on colleague views
and interests, in my mind there is no substitute for direct, face-to-
face conversation. One of the ways the Board does this is through
holding town halls in different offices during the year, taking
questions from colleagues and hearing their perspectives live.
7
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Group strategy
Market
specialisation
and growth
Through the 2014-2017 Growth Acceleration Plan
and the Accelerated Integration Plan, Informa
has progressively built a business that delivers
predictable growth and consistent performance,
with the platforms, positions and capabilities
to progress further.
For 2020 and beyond, we are using these foundations
to pursue further market specialisation and future
growth, focusing activities and investments into six
priority areas.
Specialist markets
Specialist brands
Specialist talent
Expanding our portfolio of
Enhancing our positions
B2B products and services
and partnerships
Strengthening our
operating capability
Strengthening and broadening our
portfolio of business-to-business,
knowledge-based products
and services
Pursuing targeted additions and
partnerships that deepen our
connections and add new
capabilities in our chosen
specialist markets
Further simplifying and consolidating
our operating systems
and strengthening
product capabilities
Market specialisation
8
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Page 20: How Informa operates
Page 78: Key performance indicators
Page 80: Effective risk management
Consistent future underlying growth
Attractive and robust operating margins
Strong cash flow generation and scale
Advancing our commitment
Improving financial
Maintaining a dynamic and
to sustainability
fitness
engaged culture
Becoming a champion of sustainability
within our business and across the
markets we serve through the
FasterForward plan
Consistent growth and predictable
cash flows, supporting the Balance
Sheet and providing flexibility for
investment and expansion
Investing in colleagues, culture and the
working environment to support full
participation in worklife at Informa
and enable individual and
collective success
Continued future growth
9
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Group Chief Executive’s Review
Growth and
specialisation
The Knowledge and Information Economy is an
exciting and, we believe, a potentially rewarding
market to be in. At Informa, we have a range
of powerful brands that provide knowledge to
customers in specialist markets. Since 2014,
we have been progressively strengthening the
business, enhancing products, championing
customers and delivering improving and
consistent performance.
Stephen A. Carter
Group Chief Executive
10
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Performing, creating, championing
Over the last six years, we have had a clear focus at Informa.
To build a consistently performing business for the benefit
of our colleagues and our Shareholders, by strengthening
and investing in our products, platforms and people while
maintaining financial discipline.
To create the potential for sustainable future growth,
by establishing positions and deepening our expertise in
attractive markets through growth and addition.
To champion our specialist customers, helping them to learn more,
know more and do more in their roles and businesses through
the knowledge, intelligence and connections our brands provide
every day.
2019 was another period of activity, energy and performance,
and Informa’s sixth consecutive year of growth in revenues,
adjusted profits, free cash flow and dividends.
This performance is the result of many years of work, progressive
improvement and expansion under the 2014-2017 Growth
Acceleration Plan and, more recently, under the Accelerated
Integration Plan that combined the UBM business into Informa
and successfully completed in 2019.
It is also built on the energy and contribution of Informa’s
11,000 colleagues and the many valuable and successful
partnerships formed and maintained with customers.
In the world around us, we believe that the long-term trends in
the Knowledge and Information Economy Informa works in are
positive. Customers, particularly those operating in fast moving
and international markets, are increasingly favouring specialists
who can provide them with expert, curated and highly specific
intelligence and connections that support their business success.
Through increasing our focus on specialist markets, broadening
the range of high value, branded, knowledge-based products
we provide, continuing to champion customers and maintaining
consistency in our financial delivery, we believe the Group can
continue to reach for future growth and create benefits for
each of the communities we work with and for.
A further year of growth
The strength built in our businesses since 2014 is reflected in
consistent and improving Group financial performance.
At the outset of 2019, we shared an ambition to achieve a further
period of consistent performance, and I am pleased to report this
was achieved.
At a Group level, Informa reached total revenues of nearly £2,900m,
with underlying growth of 3.5% and a reported growth of 22%.
Performance and growth were also reflected in profit and earnings.
Operating profit grew to just over £930m on an adjusted basis*
and to nearly £540m on a statutory basis. Adjusted earnings per
share rose just over 4% year-on-year, or by 16% when adjusting for
a full year of owning the UBM business and the effect of issuing
additional shares to fund the acquisition.
Many Informa Shareholders will know that the conversion of
profits into cash and generation of free cash flow is a particularly
important metric for the Group. It provides funds for ongoing
operations and gives the Group the ability and flexibility to invest
in products, in customer service, in adding businesses, in returning
cash to Shareholders in the form of dividends and in paying
down debt.
For all these reasons, it was encouraging to see free cash flow
exceed £700m in 2019 compared with £500m in 2018. This helped
reduce leverage to the top end of our long-term target range of
2.0 to 2.5 times earnings net debt to EBITDA, which has been a
focus for the Group following the addition of UBM.
The issuance of a new €500m bond in October 2019 further
strengthened Informa’s Balance Sheet and has lowered our
overall cost of debt.
As the Chairman notes, the Board has proposed a final dividend
of 15.95p, which would bring total dividends for 2019 to 23.5p
and reflect an increase of just over 7%.
2019 was Informa’s sixth
consecutive year of growth in
revenues, adjusted profits, free
cash flow and dividends
11
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements We also took further steps to deepen our presence and
partnerships in several of the specialist markets we serve.
In January we added the Centre for Asia Pacific Aviation (CAPA) to
our Aviation portfolio, expanding our coverage of the Asian aviation
industry and strengthening our data products and capabilities.
Forming successful partnerships is an important feature of
the exhibitions market, particularly with associations, regional
businesses, trade groups or government partners that are active
in an industry and keen to find partners who can support the
growth and success of that market.
Informa Markets works with many such groups, and in 2019 we
extended our relationship with the Principality of Monaco in the
Premium Lifestyle market to incorporate a collaboration on our
International Yachting and Arts brands in Florida.
In another important area of the Knowledge and Information
Economy, demand for high quality, verified, specialist scholarly
content remains strong. For our advanced learning business Taylor
& Francis (T&F), 2019 was another year of consistent and resilient
performance, with underlying revenue growth at 2.4%.
T&F accounts for around 20% of the Group and over half of its
revenue comes from annual or multi-year subscriptions to digital
products. This provided consistent and predictable growth through
the year, supported by strong growth in Open Access publishing
and a steady performance from our portfolio of advanced learning
products, including from print and ebook titles.
Evolution in the way scholarly content is delivered and consumed,
as well as how it is paid for, continues at pace. Our approach
continues to be to remain flexible and led by our customers,
offering choice while maintaining the quality, depth and
accessibility of our content.
To maintain this flexibility and extend the breadth of our offering,
we continue to invest in our Open Access capabilities. Following the
acquisition of Dove Medical Press in 2017, early in 2020 we added
F1000 Research, a leading open research platform that enables
scientists and academics to rapidly publish their research Open
Access while retaining autonomy and control.
Within Informa Intelligence, in 2019 we increased our focus on the
specialist markets in which we have particularly strong brands
and positions, and where we believe the opportunity for future
growth is greatest. As such, it was a year of both performance and
development for this business. In terms of performance, Informa
Intelligence delivered 3.3% in underlying revenue growth after
strong subscription renewals, steady growth in new business
and solid levels of consulting and bespoke project work.
Group Chief Executive’s Review continued
Consistency and specialisation in our Divisions
In 2019, we completed the one-year AIP on schedule, combining
UBM’s portfolio into Informa at pace to minimise disruption
and uncertainty, and to allow us to pursue the benefits and
opportunities from becoming an enlarged Company.
Each of our now five Operating Divisions made good financial
contributions, and undertook a range of business developments
that we believe position us well for the long term.
In our largest two Divisions, Informa Markets and Taylor & Francis,
2019 saw good levels of growth, consistent with our targets and
ambitions for the year.
In Informa Markets, we have built a portfolio with balance and
breadth, international reach and a focus on serving attractive
specialist markets. This business was historically based on
large, branded and transaction-focused exhibitions, and we are
increasingly adding new ways to connect customers and provide
them with platforms to trade, which is broadening our mix of
revenue into digital platforms, data and content services.
Underlying revenue growth in 2019 was 4.3% with revenues of just
under £1,500m. The Division’s size, breadth and balance provide
resilience and strength, and allowed us to manage through 2019
in-year market impacts in the Middle East and Hong Kong while
maintaining a consistent level of growth.
12
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 In terms of development, as part of the AIP’s Progressive Portfolio
Management plan, we divested the Agribusiness Intelligence
portfolio to IHS Markit in June and the Industry & Infrastructure
media brands portfolio to Endeavor Business Media in the fourth
quarter. On a reported basis and when taking into account the sale
of these businesses, divisional revenues fell by -0.7% in 2019.
After these developments and with our Tech intelligence brands
moving into Informa Tech, Informa Intelligence is now a much more
focused business, accounting for just over 10% of Group revenue.
The specialist markets we have prioritised include Pharma,
where we concentrate on clinical trials intelligence, Finance,
where we have particular positions in consumer retail banking
and investment fund flows, and Maritime, where the Lloyd’s List
brand remains one of the strongest in the market.
In 2020, with a newly streamlined portfolio of specialist brands,
Informa Intelligence is focused on finding ways to do more for
customers by enhancing existing products and services, launching
new products and broadening our connections and relationships.
Informa Connect undertook a similar journey of focus and
simplification during GAP, to return the business to growth and
direct investment towards enhancing our products and the
customer experience in the markets we have chosen to serve.
This Division creates major branded events and digital platforms
built around high quality curated content, enabling customers to
meet, network, learn and advance in their businesses and roles.
13
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Group Chief Executive’s Review continued
From the foundations put in place under GAP, Informa Connect
further improved its underlying revenue growth in 2019 to 2.9%,
underpinned by strong performances from its major events
in Finance & Investment and Biotech and Pharma, as well as
improvements in specialist areas such as Marketing.
To continue to build depth in markets and make the most of our
investments in content and platforms, there were several portfolio
changes in Informa Connect during the year.
As part of the AIP, in January 2019 we sold a portfolio of Life
Sciences media brands from UBM. The impact of this sale can
be seen in the Division’s reported revenue decline of -0.7%.
The Canadian events business from Informa Markets and the
Content Marketing Institute (CMI) business from Informa Tech also
transferred into Informa Connect. These businesses are similarly
built on content-led brands targeted at specialist professional
communities. We believe they have the best long-term prospects
as part of Informa Connect, although in 2019 their inclusion
changed the mix of profits and contributed to lower underlying
profit in the Division.
For Informa Connect in 2020, it is a case of continuing to focus on
major brands within our key markets, improving our touchpoints
with audiences and extending the range and quality of products
and services we offer.
Our culture is one where the
customer is the champion. We act with
ambition while being very focused
on the detail and quality of every
relationship and transaction
Informa: A sustainability champion
As part of our GAP operational fitness
programme, we strengthened our resources
and expertise in sustainability, expanding our
team with a view to progressively improving
our approach and commitment to more
sustainable business.
As a knowledge and information provider, our direct impact on
the world is relatively low but we recognise the need to do more
to ensure we are minimising our own impact and doing everything
we can to support our customers and suppliers in their own
sustainable practices.
Based on the activities and progressive actions we have taken,
Informa entered the Dow Jones Sustainability Index for the first
time in 2018.
In 2019, we launched Fundamentals, a programme
designed to embed sustainable content, connections and
practices consistently throughout all our events. We also
expanded the use of renewable electricity to over 95% of
our offices.
In 2020, we are further enhancing our commitment to sustainable
business through a five-year investment and acceleration programme
called FasterForward. Our goal is to build an ever more sustainable,
positive impact business and become a champion of sustainability
within our business and across the specialist markets we serve.
We are approaching this ambition and plan in the way we do with
all our other activities: with focus, energy and the goal of consistent
performance and improvement.
See pages 48 to 51 for further details of FasterForward and
our specific sustainability commitments and activities
14
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Building and strengthening Informa Tech
In every Division, our focus on specialist markets and building
product and platform strength has delivered increasingly
consistent performance over the past six years.
Of all the markets we serve, Technology is perhaps one of the
most dynamic and diverse. It comprises all types of business, from
start-ups to some of the world’s largest organisations and other
industries looking for technology to advance how they work.
The addition of UBM’s technology brands to our existing brands
in Informa Intelligence and Informa Connect in 2018 gave us new
scale and depth. In 2019 we took our belief in the value of focusing
on customer markets a step further by creating a new stand-alone
business: Informa Tech.
The opportunity we see is to address customers on major topics
such as 5G, artificial intelligence (AI) and information security in
a more joined up way, and across a full range of research, data,
events, consultancy, training and marketing services.
Additionally, we see the potential to enhance existing products and
better anticipate the needs of customers by helping our experts
work more closely together, share insights and collaborate on
new initiatives under one leadership team.
In its first full year as a Division, Informa Tech delivered to plan,
with underlying revenue growth of 2.0% and revenues of
around £250m.
We also added IHS Markit’s TMT Intelligence portfolio to Informa
Tech in the middle of 2019; a highly complementary business to
our Ovum and Tractica research brands, with a particular depth
of coverage in Asia and specialist areas of US technology.
To maximise the value of this addition and start to address
customers in a single, more impactful way, we have relaunched
Informa Tech’s research and data teams, brands and businesses
under one brand: Omdia.
2020 impact of COVID-19
At the start of 2020, our subscriptions-related businesses,
representing around 35% of Group revenue, continued to trade
well, underpinned by strong renewal rates and consistent growth in
annualised contract values. However, like a number of businesses,
in our events portfolio we are seeing an impact from the outbreak
of COVID-19.
We are making all the decisions necessary to look after colleagues
and customers and ensure the long-term strength of our brands
and customer relationships.
Omdia represents the expertise of over 400 analysts and
consultants; products and services from research and data
to consultancy; and an ever more international coverage of 20
areas of the Tech market.
As the implications of COVID-19 started to become apparent in late
January, initially in mainland China, we moved quickly to implement
our COVID-19 action plan, creating an internal framework for
decision making and actions to support colleagues and customers.
The prospects for Omdia and Informa Tech are something we
are excited about, and on pages 30 to 33 several leaders within
Informa Tech reflect on this and their experiences so far.
This included the launch of a postponement programme to
reschedule and rephase our event brands, ensuring we made
the right decisions for our customers, for the brands we own and
operate and for the specialist communities we serve and support.
At the time of going to print, we continue to monitor the situation
closely. Implicit in all our decisions so far has been the wellbeing
of colleagues and customers and this will remain our priority
going forward.
15
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Group Chief Executive’s Review continued
Progress and potential in our operations
As our Divisions continue to grow, develop and become more
specialist, we are at the same time bringing more focus to
Informa’s operations.
Within our operations and as part of the AIP, we undertook to
remove duplication across a number of areas including in systems,
licences and real estate, an effort that contributed some of the
£50m of combination savings secured in 2019.
There is also a more fundamental opportunity to ensure we are
set up in a way that makes the most of our expanded reach and
scale. As a result, we have started on a programme to enhance
our operating capability and maximise the effectiveness of our
operational infrastructure.
Simply put, the aim is to ensure that how we work, and the
processes and platforms we use, create benefits for customers
by making us easier to do business with; create benefits for
colleagues by giving them the data and the systems they need
to do their jobs with minimal barriers; and create benefits for
Shareholders by supporting our commercial activity or securing
additional efficiencies.
This programme is led by the Group Chief Operating Officer Patrick
Martell, and more detail can be found the Global Support and
Group Operations review on page 76.
Reach and specialisation
Two themes that run throughout Informa’s businesses are
knowledge and specialism. The Board and management team
believe these are attractive areas for the Group to focus on, and
that there are many future opportunities here for the Company,
our Shareholders, our customers and other groups we work with.
The Knowledge and Information Economy that Informa operates
in is the global market for intelligence, data, digital information,
insight and connections.
As we lay out on page 20, it is a substantial and growing landscape,
with more content and data being created every day by people,
businesses, systems and devices.
Within this, we provide the knowledge to businesses and
professionals who operate in specialist markets that helps
them be successful in their fields.
We are increasingly making choices about the specialist business-
to-business markets we wish to focus on; markets that tend to be
international and dynamic and where the ability to connect with
experts, gain information and transact across borders is prized.
For a snapshot of trends in six of our markets, see pages 22 to 29.
The aim is to further add to our positions and market specialisation,
broaden our products, services and relationships in those areas
and, in doing so, maintain our potential for future growth.
16
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Having international reach and positions in a range of specialist
business-to-business markets also gives the Group balance and
breadth, creating a level of resilience in the portfolio should any
one area or market experience challenges.
In 2019, this was helpful in managing through two in-year market
impacts in Dubai and Hong Kong, where local trends and activities
disrupted some Informa Markets events. While this had some
impact on growth, strength elsewhere in the portfolio largely offset
this and enabled us to deliver broadly as expected for the year.
As described earlier, in 2020, we are closely monitoring and proactively
managing the impact of COVID-19 on our events-related businesses.
Championing the specialist
The importance of specialism and knowledge to Informa can be
seen in the title of this report. Indeed, one of the highlights of the
year was the launch of an updated purpose for the enlarged Group:
To champion the specialist, connecting people with knowledge
to help them learn more, know more and do more.
Full details of how our purpose was created are on page 36,
including the highly engaged input colleagues from all over the
world gave to create an articulation that we believe is distinctive
and true to the business. It is intended to provide a clarity of focus
and ambition for our customers, business partners and current
and prospective Shareholders in the Group, and it also plays an
important role within the Company.
It may be a truism, but it is certainly true of Informa that we are
a people business. Informa’s 11,000 colleagues, what each of us
brings to work every day and the culture and way we work are
what the Company is based on.
This new purpose was launched as the AIP came to a close, along
with four refreshed guiding principles. It marked the next step in
renewing the shared focus each of us has and how we are connected
to each other and the business, and also provided clarity about the
type of culture we seek to maintain across the Group.
That culture is one where the customer is the champion and we
work in a way that builds trust and delivers benefits for them. It is
about acting with ambition and having the freedom to think big and
act on opportunities, while being very focused on the detail and
quality of every relationship, transaction and activity.
As a working environment, it is one based on open discussion,
exchanging views and having inclusive conversations. A place
where colleagues are experts in their roles and have the chance to
learn about other areas and participate in opportunities beyond
the day job. It is also a place that is supportive, welcoming and
includes all talents, abilities and identities.
The topic of our new purpose and principles has been a frequent
discussion point at town halls and management meetings ever
since. The feedback and reaction from colleagues so far has been
encouraging, and there are many activities planned for 2020 to
further engage and encourage each of us to live, breathe and
uphold these values day to day.
17
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Group Chief Executive’s Review continued
Partnering for success
In many of our specialist markets, there are
opportunities to extend Informa’s products
and deliver new benefits for customers
and the Company through partnering with
other businesses.
During 2019, as part of the approach to building strength in Informa
Tech, we entered a partnership with Founders Forum, launching
a joint venture that covers London Tech Week and several of our
brands targeting the tech start-up community.
Founders Forum is a leading community for entrepreneurs,
investors and leaders in digital, media and technology, and
includes the brands AccelerateHer, focused on supporting the
representation of women in technology, and Founders Factory,
which is dedicated to start-ups.
The partnership brings together the connections and strength
of relationships Founders Forum has established, with the scale
of Informa Tech’s events and the reach of its content brands,
to enhance and expand what both businesses can offer to the
international tech community.
Growth enhancement through market specialisation
Informa enters 2020 operating as one business with a resilient
and balanced international platform built for further market
specialisation and future growth.
Under his stewardship, the Informa Board has played a significant
role in providing support, challenge and direction to the
management team, and representing the interests of Shareholders,
colleagues and customers in the development of the Company.
In the near term, whilst our subscriptions-related businesses
continue to grow consistently, we are facing a 2020 impact from
COVID-19 in our events-related businesses. In response, we have
used our strong customer and supplier relationships to swiftly
deploy a material postponement programme, shifting our events
calendar to later dates in 2020.
In the long term, we have strong brands, a supportive culture
and the opportunity to further develop our products and customer
relationships. There is also much more we can do to improve
our operational effectiveness.
As we do so, the Company will come under the guidance of a new
Chairperson. Following the completion of the AIP and after serving
a full term, a process is underway to identify a successor for
Informa Chairman Derek Mapp.
It is a tribute to his talents and leadership that the Board and the
business will go on to develop from a position of strength and
increased capability, and for that, the management team and
I are deeply appreciative.
Thanks to every Informa colleague for the hard work and
commitment so evidently delivered during 2019, to customers
for the ongoing support, and to Shareholders for the continued
confidence shown in the Group.
Stephen A. Carter
Group Chief Executive
18
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Why invest?
• Growth of the Knowledge and Information Economy
• Working in dynamic, attractive specialist markets
• High proportion of predictable and recurring revenue
• International reach in a range of specialist markets
• Major specialist brands focused on serving customers
• Track record of consistent and improving performance
• Strong cash conversion and free cash flow generation
• Low capital requirements
• Strong Balance Sheet
• Progressive dividends, growing in line with earnings
• Investment in culture and talent
• A champion of sustainability
19
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Business model
How Informa
operates
Informa exists to champion the specialist,
connecting people with knowledge to help
them learn more, know more and do more.
We work in the growing Knowledge and
Information Economy and in a range of specialist
customer markets, drawing on the strengths of
our colleagues and brands to provide knowledge-
based products, deliver business growth and
create benefits for customers, colleagues,
Shareholders and beyond.
We operate in the Knowledge
and Information Economy
$1.8tn
Value of information industry
$1.7tn
Global spend on research
and development
3.5bn+
Internet searches made
via Google each day
175zb
Zettabytes of data predicted to exist
by 2025
347bn
Emails sent every day by 2023
1bn
Connected wearable devices by 2022
20
And work through
Five Operating Divisions with a common purpose
s
i
c
n
a
r
Taylo r & F
Infor
m
a C
o
n
n
e
c
t
Championing
Championing
the specialist
the specialist
I
n
f
o
r
m
a
I
n
t
e
l
l
i
g
e
n
c
e
s
t
e
k
r
a
a M
Inform
Informa Te c h
Underpinned by Gl o b a l
t
r
o
S u p p
Following four guiding principles
Think Big, Act Small Trust must be Earned
Success is a Partnership More Freedom, Fewer Barriers
Drawing upon
Colleagues and culture
The skills and engagement of our 11,000
colleagues and the way we work
Brands
Hundreds of product brands, each
operating in a specialist market
Relationships and partnerships
Strong, continued relationships with
customers and mutually supportive
partnerships with other organisations
Technology
Technology and connectivity that
underpin our digital products, services
and business operations
Financing
Access to financial capital at competitive
terms, including sources of equity and
debt funding to pursue business growth
Natural resources
The energy that powers our offices,
systems and events
To provide knowledge-based
products and services
That deliver benefits
where products are promoted
Transaction-focused exhibitions
and sales made
provide high quality content,
Digital platforms that
industry insight
specialist data and actionable
delivered digitally and via print-
Expert, peer-reviewed research
on-demand
directories, where buyers
Online company and product
research products and sellers
find qualified leads
market intelligence and
Expert research,
consultancy services
professional communities
Large-scale events that convene
and provide a platform for
sharing insight
specialist topics
Accredited training in
services products based on
Sponsorship and marketing
reaching specialist communities
For colleagues
Benefits, rewards and ongoing
professional opportunities
• £699m paid in salaries and other
contributions to colleagues
For customers
Knowledge and connections that
help customers learn more, know
more and do more as professionals
and businesses
• We aim to reinvest 3% of revenues in
areas such as products and platforms
For business partners
Commercial opportunities and shared
success from supplier and business
partner relationships
For Shareholders
Long-term capital growth through
dividend payments and the value
of our shares
• 3.5% underlying revenue growth
• £722m free cash flow
• 15.95p proposed final 2019 dividend
• 160% 2013-2019 total
shareholder return
For communities
Tax contributions that benefit
communities and infrastructure
• £375m global total tax contribution
Charitable donations and
volunteering programmes
Commitment to be carbon neutral by
2025 and net zero carbon by 2030
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
And work through
Five Operating Divisions with a common purpose
Drawing upon
Colleagues and culture
The skills and engagement of our 11,000
colleagues and the way we work
Brands
Hundreds of product brands, each
operating in a specialist market
Relationships and partnerships
Strong, continued relationships with
customers and mutually supportive
partnerships with other organisations
Technology
Technology and connectivity that
underpin our digital products, services
and business operations
Financing
Access to financial capital at competitive
terms, including sources of equity and
debt funding to pursue business growth
Natural resources
The energy that powers our offices,
systems and events
We operate in the Knowledge
and Information Economy
$1.8tn
Value of information industry
$1.7tn
Global spend on research
and development
3.5bn+
Internet searches made
via Google each day
Zettabytes of data predicted to exist
175zb
by 2025
347bn
1bn
Emails sent every day by 2023
Connected wearable devices by 2022
To provide knowledge-based
products and services
where products are promoted
and sales made
delivered digitally and via print-
on-demand
provide high quality content,
specialist data and actionable
industry insight
directories, where buyers
research products and sellers
find qualified leads
Transaction-focused exhibitions
Digital platforms that
Expert, peer-reviewed research
Online company and product
Expert research,
Large-scale events that convene
Accredited training in
Sponsorship and marketing
professional communities
and provide a platform for
sharing insight
services products based on
reaching specialist communities
market intelligence and
consultancy services
specialist topics
That deliver benefits
For colleagues
Benefits, rewards and ongoing
professional opportunities
• £699m paid in salaries and other
contributions to colleagues
For customers
Knowledge and connections that
help customers learn more, know
more and do more as professionals
and businesses
• We aim to reinvest 3% of revenues in
areas such as products and platforms
For business partners
Commercial opportunities and shared
success from supplier and business
partner relationships
For Shareholders
Long-term capital growth through
dividend payments and the value
of our shares
• 3.5% underlying revenue growth
• £722m free cash flow
• 15.95p proposed final 2019 dividend
• 160% 2013-2019 total
shareholder return
For communities
Tax contributions that benefit
communities and infrastructure
• £375m global total tax contribution
Charitable donations and
volunteering programmes
Commitment to be carbon neutral by
2025 and net zero carbon by 2030
21
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Trends in our markets
Working
in specialist
markets
Life Sciences Aviation
Fashion & Jewellery
Technology
Maritime
Medical Equipment
Finance
Brand Licensing
Telecoms
Technical & Medical
Transportation
Pop Culture
Waste Management
Pharma & Biotech
Infrastructure
Real Estate
Education
Construction
Agriculture
Health & Nutrition
Beauty & Aesthetics
22
Informa’s prospects and opportunities for
growth and development stem from trends
in the Knowledge and Information Economy,
and trends in the specialist customer markets
we serve.
Across the Group and in each of our Divisions,
we work in a range of specialist markets.
These are typically international and
dynamic, where customers work in specific
fields and where the demand for high
quality information, data, connections and
knowledge is prized.
This section describes trends in six of the
markets we serve, written by some of the
Informa colleagues who work most closely
with customers in these communities.
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Strategic Report
23
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019GovernanceFinancial Statements Trends in our markets continued
Growing
like a weed
It’s difficult to have a conversation in today’s
dietary supplement industry without hemp/
cannabidiol (CBD) coming up. Simply, this non-
high-inducing, cannabis-derived cousin of
marijuana is the biggest news our industry has
ever seen. And that’s not hyperbole.
No ingredient in the history of natural foods and dietary
supplements has grown so quickly, in so many categories, with so
many uses, and sold in so many retail outlets. That’s a curious state
of affairs for an ingredient not approved for sale by the US Food
and Drug Administration (FDA), even as two other Federal agencies
decriminalised it and made it legal to grow.
24
A global spread
The result is a landscape of big money, big opportunity and big risk.
With a market rapidly establishing itself and gaining support from
both major US political parties, the botanical is unlikely to go away.
Plus, it is a global landscape. Hemp is legally grown in over 30
countries and production is skyrocketing. Europe and Canada led
the industry in industrial hemp production until recently. The US
jumped on board quickly after the passage of the Farm Bill at the
end of 2018; licensed acreage grew to about 500,000 acres, from
as few as 78,000 acres the previous year. China, though growing
mostly for textile use, has scaled up rapidly and now produces
over half the world’s hemp.
One direction
At Nutrition Business Journal (NBJ) we estimate the total CBD
market stood at $895m in 2019. The bulk of this is in the dietary
supplements sector, which alone has more than quadrupled from
$148m in 2017 to $623m in 2019. We anticipate a further doubling
in supplements in 2020, en route to a near-$3bn market in 2023
and more than $4bn in the overall CBD market.
To put this in context, CBD is expected to surpass fish oil, a well-
established stronghold, in 2021, and the supplement industry’s
largest category, multivitamins, is forecast at $6.4bn.
In 2019, NBJ surveyed manufacturers and consumers at two
points in the year, about eight months apart, to get a sense of
both present attitudes and how they are changing. This showed a
doubling of companies marketing CBD products, and an increasing
number intending to launch such a product in the next one to two
years. The number of consumers familiar with CBD also grew from
47% to 70%.
A panacea?
CBD is marketed as being good for everything. Consumer surveying
shows anxiety, pain, relaxation and insomnia topping its uses.
When asked if CBD is effective, only 3% said no, with 63% saying it
was very or extremely effective.
Yet while consumers are increasingly familiar with CBD, confusion
abounds when it comes to legality and effect. Nearly a third either
don’t know if it “makes you high” or believe it does, which we suspect
explains both eagerness and reluctance. Nor do they know whether
it shows up on a drug test or if you can take it on an airplane. (For the
record: in a purely therapeutic product it shouldn’t, and yes you can.)
Embedded in the CBD business are critical issues facing the entire
dietary supplement sector – efficacy, safety and transparency –
and responsible growth is key, along with sharing knowledge and
collaborating around the most reasonable approaches to sourcing,
claims and labelling.
Whether the ingredient is indeed good for everything remains to be
seen. In the meantime, it’s certainly good business for some.
Bill Giebler
New Hope Informa Markets
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Younger, faster, nimbler
The role of wealth management is simple: to help
individuals make the most of their money.
Not so simple is what lies beneath this vast and diversified market:
from stocks and bonds to financial planning, total asset and liability
management, customised goals-based portfolios, tax-mitigation
strategies, family legacy planning and more.
All over the world, the rapid reinvention of wealth management is
in the air, fuelled by technology, an operational drive for efficiency
and the shifting needs of a new demographic, as the client base
changes and wealth transfers into younger generations.
Beyond mutuals
Decades ago, mutual funds changed the face of investing. For the
first time, they enabled the regular man and woman on the street
to access the markets with the built-in diversification, professional
management and safety of a regulated fund.
Today, everything suggests the best days of mutual funds are
behind them, and they are haemorrhaging assets in favour of
exchange traded funds (ETFs). ETFs now have $5.6tn in assets
under management and are particularly popular among 25 to 38
year olds, and the investment of choice for 90% of millennials.
In the early days, ETFs were attractive due to their low cost, but
are nowadays becoming increasingly sophisticated too, offering
innovative investment solutions for institutional investors,
advisers and individuals.
As a result, in the US the balance of power has shifted from
traditional investment fund and commission-based brokers
towards low cost investment vehicles, advice-centric platforms
and the increasingly influential client facing financial adviser.
Independence rules
The narrower discipline of investment advice is being replaced by
a massive growth in the fee-based investment advisory channel.
In this model, firms offer holistic and independent financial
planning at the expense of the commission-based brokerage
model and proprietary investment products.
Even at traditional brokerage firms, fee-based, advice-driven
revenue from advisers has eclipsed sales of commission products.
That won’t change, and it is also creating new opportunities and
challenges for other service providers.
Brokerage firms and advisory custodial platforms alike have
recently reduced trading fees to zero, which will inevitably have an
impact on revenue and spend. On the independent side, Charles
Schwab’s acquisition of TD Ameritrade has shrunk the largest
independent custodians to a mere three players, which together
hold some 80% of US independent advisory assets.
New technology for new answers
In an industry that is highly focused on streamlining and
cost reduction, wealth managers are heavily investing in new
technology and new solutions for staffing, operations, compliance
and intelligence.
With the emergence of a broader range of investment customers,
marketing by the wealth ecosystem that connects product firms,
advisers and investors is growing.
It is anticipated that the US financial services industry will increase
its digital ad spending by 16.3% to $18.3bn in 2020, in part to reach
younger audiences through mobile, search and social ads.
The one constant for wealth management firms throughout
this period however, will need to be an unwavering focus on the
conversations and products that benefit their clients, the investors,
no matter who they are, what they choose and how that investment
is enabled.
William O’Connor
Finance & Investment Informa Connect
25
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Trends in our markets continued
Brand discovery goes digital
From branded sunglasses, luggage and replica
football shirts to action figures, perfume and even
festivals and theme parks, licensing is a powerful
brand extension tool. lt enables an intellectual
property owner to lend their brand to trusted
specialist operators and gain fresh markets, fans
and revenues.
Licensing can take brands into new categories, stores and indeed
entirely new industries with minimal investment. It also gives
retailers differentiation, a widening customer base and the
opportunity to boost share of wallet and profitability.
In 2018 the global licensing industry was valued at $280bn, a rise of
over 3% on the previous year. Its success, however, is hard-wired
to its ability to continue to anticipate market trends and social
dynamics as it enters the next decade.
Entertainment brands have always been huge players in licensing,
and characters and entertainment still account for almost half of
global retail sales of licensed product. But there are many examples
of brands becoming smarter and more creative with licensing
through product placement, brand extensions, collaborations
and experiences.
We’ve seen the BBC’s first ever Peaky Blinders festival, Primark’s
Friends- and Disney-themed cafés and Netflix’s Stranger Things
Secret Cinema experience. We are living in an experience economy:
experiences are what people want to buy and pop-ups and
experiences tap into a cult level following with true fans
spending money at a high level.
The traditional route for licensed entertainment product used to be
film, then TV, then toys, video games, books and so on. But thanks
to the internet and social media, content distribution is no longer
linear. There are multiple entry points to discovering a brand, from
Netflix and Instagram to merchandise, retail and movie releases.
That’s exciting for the licensing industry because it provides many
more opportunities to engage with consumers.
Licensing is also appealing to both new and disruptive businesses
as well as more traditional ones. The internet has given birth
to many digital-first brands including Uber, Airbnb, Casper
bedding, Glossier – disruptors who are applauded for doing
things differently. But just like more traditional consumer-centric
offerings, these brands need to be able to forge meaningful
connections with their customers and licensing is opening up
multiple ways to achieve it.
One new phenomenon of the market is esports: essentially,
competitive video gaming. With gamers competing for prize pools
of up to $30m watched by a global audience of 450m viewers,
it is one of the world’s fastest growing entertainment genres.
Audiences and live events are getting bigger, more frequent and,
critically, televised and streamed. The availability of esports’
consumer products was previously limited to live events or online,
but given the size of the audience today esports has huge licensing
potential. This is already starting to be realised by companies
such as Activision Blizzard and properties including the global
phenomenon Fortnite.
At a time when the high street is struggling, the licensing market is
benefiting from traditional retailers looking for new ways to drive
footfall and profit. Inditex, Uniqlo and Zara are among the global
retail brands getting it right, and Target and H&M are successfully
using collaborations too. Primark has mastered the art of using
licences (Harry Potter, Friends, Disney and Peaky Blinders) to
create engaging in-store experiences.
Environmental impact is, however, as in many sectors, a growing
consideration. In licensing, it is an issue driven in part by consumers,
especially in the younger demographics, who look to companies
to lead by example. Categories such as fast fashion and toys have
particularly come under fire for their use of water and the impact of
packaging, waste and landfill. The licensing industry has fast-tracked
the issue up the agenda, and it’s a responsibility that must be shared
by all involved.
Anna Knight
Licensing Group Informa Markets
26
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Helping the world
treat the mind
A growing acceptance that ‘it’s ok not to be ok’,
and a better understanding amongst employers
and policy-makers has sharply increased the
profile of mental health in recent years.
It is now more common for more people to recognise mental health
challenges and seek treatment, driving increased demand for
clinical support and sustaining the ever-present, practical interest
mental health professionals have in accessing emerging ideas
and treatments.
Informed understanding, applied
There is a wide range of advanced publishing on mental health,
ranging from longer-established disciplines such as psychiatry,
clinical psychology, psychoanalysis, psychotherapy and counselling
to rising professions such as coaching, sex and family therapy and
occupational therapy.
With the increased interest in better understanding mental health,
increased authorship and attention are also permeating more
traditionally academic subject areas.
In psychology, for example, research shows a strong correlation
between physical and mental health, particularly when it comes
to treatment and behaviour change.
In neuropsychology, neuropsychological rehabilitation after brain
injury is increasingly focusing on psychological therapies alongside
rehabilitation in cognitive and social functioning.
In developmental psychology, one of the biggest growth areas is in
ageing research, which is tied up with issues of wellbeing, purpose
and the mental health concerns of an ageing population.
Adolescent development is increasingly focused on mental health
concerns, particularly with the rise of social media and societal
pressures. In the UK, the Government has made children’s mental
health a priority, with additional funding and new compulsory
health education intended to teach children how to look after their
mental wellbeing and recognise when friends are struggling.
We also have a number of titles published and a significant number
of upcoming titles that reflect the latest thinking and practice on
aspects of race, gender and sexuality across mental health.
International practice
The misconception that various mental health professions and
practices are purely Western is changing rapidly.
There has been a sharp growth in the number of mental health
professionals in Eastern Europe over the past 10 to 15 years,
with a concurrent rise in those attending and presenting to
major conferences.
Interest in health issues is also spreading across Asia and in
particular in China, Japan and South Korea, initially spearheaded
through Western mental health professionals teaching in Asia
and partnering to train the next generation of professionals.
In China, the implementation of the Mental Health Law in
2013 made clinical research and medical services for mental
disorders subject to legal definition for the first time, and in 2014,
it established a National Clinical Research Center for Mental
Disorders, raising mental and psychological development to a
national and strategic level.
Advancing knowledge
From a publishing perspective, foreign rights sales, particularly for
books in Russian and Polish, are increasing, with demand feeding
the ability to commission and publish more research that directly
addresses these markets.
The amount of mental health books we offer has grown rapidly,
and in our Journals business, three out of our top 10 Open Access
articles published in 2019 were related to the topic.
Making the very best quality books available, written by the best
people and at the right level, can help drive professions forward
and, in mental health, it can help the quality of the treatment on
offer to patients to be better informed.
Kate Hawes
Global Mental Health Publishing Taylor & Francis
27
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Trends in our markets continued
From treatment to cure
After a decade of mixed earnings, Pharma
companies enter 2020 facing intense pressure from
investors for more top line growth. It’s a big ask:
to meet even the modest single digit projections
sought by investment analysts, the industry’s top
players must grow revenues equivalent to those
of a mid-size biotech, every year.
Expectations are just as high regarding patients and payers.
Advances in understanding the biologic origins of disease reveal
almost infinitesimal combinations of genes, molecules and proteins
that could lead to druggable cures for the world’s biggest killers. It’s
the final frontier of medical discovery, with clinical validation risks
and costs that match the potential therapeutic gains for patients.
At the same time, consolidation among payers has enhanced their
negotiating leverage with drug manufacturers, resulting in value for
money, evidenced by patient outcomes, becoming a performance
metric. This reversal of the industry’s once dominant position has
depleted that mainstay of traditional drug life-cycle management:
regular price increases for older therapies that companies rely
on to subsidise new innovations. This emerging feature of the US
pricing environment will dog drug makers for years to come.
Innovative capacity is also shifting toward smaller, more agile
players, some from outside the industry. For the last three
years, Biotech start-ups have led the Pharma big 10 in the
number of novel products approved by the FDA. The lesson here
seems to be that the benefits of size and scale are outweighed
by the bureaucracy and lack of focus associated with large
Pharma organisations.
So what will the Biopharma C-suite do to satisfy investor
expectations for sustained revenue growth and profitability?
Prioritising the product portfolio
With $170bn of biologic patent expirations estimated to hit
the industry by 2023, the race is on to impose more discipline
on research and development (R&D). Abundant cash reserves
and low borrowing costs will continue to favour mergers
and acquisitions, licensing and external partnering to plug
pipeline gaps and consolidate therapeutic category leadership.
Favoured asset classes in rare disease and oncology are looking
increasingly crowded, however, so companies are reconsidering
the opportunities in large-population chronic conditions like
cardiovascular disease. Therapeutic possibilities linked to the
human microbiome also appeal.
Raising operational efficiency
The transition to personalised medicine from a treatment-to-
cure model of disease requires new innovative investments in
manufacturing, safety and patient logistics. Process engineering is
part of this. One example is work underway on allogenic off-the-shelf
cell therapies that can be produced faster and in large quantities
for patients, at lower cost. Meanwhile, a decade of decline in R&D
productivity is poised for improvement as advanced data analytics
tools like AI are applied to Biopharma’s single biggest cost factor:
the clinical trial.
Culture counts
Big Pharma or Biotech, it’s people and culture that determine how
well organisations adapt to today’s disrupted system of healthcare.
A realignment of internal behaviours is needed to eliminate silo
thinking, particularly in persuading R&D and the commercial
business to learn together the new language of value-based
payment. Success for a raft of expensive gene therapy launches
in the next several years depends on it.
Reputation’s wild card
As producers of what is widely considered a public good,
Biopharma’s future rests on its reputation. A poor company image
has direct business consequences, from unwanted regulatory
scrutiny to a loss of public confidence in the quality and safety of
products. Ignored or mishandled, this becomes a corrosive stain
on the licence to operate in the industry’s most valuable markets.
According to a new global survey by the Wellcome Trust, public
confidence in the safety and efficacy of vaccines is now greater
in poor countries than in wealthier ones. The lesson for the
Biopharma C-suite in 2020? Tune in to the vox populi.
William Looney
US Pharma Informa Intelligence
28
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Under the skin
of beauty
Even in economic slowdowns, some sectors seem
to defy gravity. The beauty sector is certainly one:
between 2016 and 2022, projections suggest it will
generate business worth nearly $430bn globally
and deliver annualised growth of over 4%.
Suitably enough in an industry that thrives on trends, the landscape
for retail and professional beauty products evolves by the year.
Gen Z: The new faces of beauty
There are now as many Gen Z consumers, born from 1995 onwards,
as millennials, and they account for around one-third of the
global population.
Gen Z-ers are also digital natives, driven and informed by the
relationships they have with social media and consciously living
double lives, using a filtered and sometimes fabricated persona
online. In a survey of China’s booming Wanghong economy, more
than half of Gen Z-ers chose livestreamer as their dream job.
When it comes to beauty, the “we” generation of consumer has
quickly evolved into the “me” generation, and is demanding unique
rather than mass market brands that cater to them as individuals.
This is creating a revolution in brands and distribution and
provoking a search to find ever more creative and innovative
concepts, materials, ingredients, laboratories and packaging
to inspire the new generation of consumers.
Innovation through sustainability
For the beauty sector, we see key territories being China, the US,
India and Indonesia, where Gen Z-ers will rapidly become the
largest spending groups and major brands need to find creative
ways to capture them.
One of those ways is through harnessing increased interest in
sustainability. Where 10 years ago natural and organic qualities
were key drivers, today ethics have joined them centre-stage.
In Asia, where most of the world’s 1.8bn Muslims reside, the
greatest potential may lie in halal-approved beauty products:
essentially, products free of animal derivatives or alcohol.
Recently the Indonesian Government announced it would introduce
mandatory halal labelling of cosmetics and personal care products.
Where previously ethical labelling was typically a voluntary action,
beauty brands may now have to take a certification route.
China: Beautiful opportunities
China’s reputation as the world’s beauty factory only tells part
of the story. It is also the number one target audience for many
beauty marketers, and its status is evolving as a major beauty
conceptualiser and developer. Local brands have invested in
state-of-the-art development laboratories, hired internationally,
and are harnessing new ingredients as they pursue safe,
sustainable and, very soon, cruelty-free products.
After the K-Beauty movement in Korea and Japan’s upcoming
J-Beauty segment, C-Beauty is also rising fast. It speaks to a young
and vast Gen Z population that is proudly Chinese, looking for the
very best in locally-generated beauty and fashion and willing
to spend on products they deem worthy.
It is a rich prize indeed: the market is worth nearly $60bn, up 23%
compared with the prior year, with nearly 50% spent in direct
and speciality stores. Non-traditional channels are also key in
this sector: advanced technology, such as virtual reality and AI,
is creating a new shopping environment and narrowing the gap
with traditional physical services at the beauty counter.
Indeed, physical retail is facing challenges due to competition
with online sales, which can reach 2m pieces sold per month.
Competition between foreign products and local brands is also
hotting up as importers select an ever-increasing amount of
international products that are unique in the Chinese market.
Claudia Bonfiglioli
China Beauty Informa Markets
29
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Creating Informa Tech
In 2018, we announced the creation of Informa
Tech: Informa’s first fully market facing Division.
This seized on an opportunity to make the most
of our expanded portfolio of tech brands, to
better tap into the growth of technology and
the diversity of technology decision makers in
global businesses, and to serve customers in a
more joined up way across individual products
and brands.
At the start of 2019, our colleagues set off on
this mission.
Overleaf is a conversation between some
of Informa Tech’s leaders on the experience,
the opportunity and what lies ahead.
N
I
A
T
R
U
C
E
H
T
Creating Informa Tech
D
N
I
H
E
B
30
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
31
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Specialist opportunities in Technology
Lisa Arrowsmith
Chief Product Officer, Omdia
Q. What does being one Informa Tech
mean to you?
Carolyn Dawson
Managing Director, Events
Marco Pardi: When I first joined Informa and opened the
cupboard, I couldn’t believe all the amazing brands we have
in digital media, events, research and data.
When you’re at the foundation of creating a new company, which is
essentially what we’ve done, the first chunk of time is building the
focus, and then getting brands together and figuring out how to
unlock value and start building solutions for customers.
Lisa Arrowsmith: For me, one of the interesting things about
Informa Tech is around stretching beyond just high tech
companies. It’s answering, for an end-user of technology, how
do I become better in this digital world? How do I learn about
technology, assess vendors, meet like minded people? What are
the opportunities and the ROI? And I think that’s something we’re
uniquely positioned to help address.
Carolyn Dawson: Lisa raises a good point about end-user markets.
We have synergies with colleagues everywhere in Informa because
tech touches almost every industry. Customers don’t have to go to
many places when they can come to us.
Mike Philips: I agree. We previously found customers weren’t
aware of all the things we can join together to solve their problems,
but when they see us as a single focused entity, they get it and want
to work with us in that integrated way.
Marco Pardi
Managing Director, Events
Q. What’s been your experience
of forming as a business?
Lisa: I came from IHS Markit and really feel this is a great cultural
fit. You can feel the enthusiasm through the office. There’s a crackle
in the air of what we can build as a new organisation. There’s a pure
love of technology across our network around the world.
Marco: That’s true. I don’t think you can underplay the strength of
having a culture that is aligned around a mission of delivering value
to a vertical market, of doing good for the technology industry and
building a better digital world, and it’s something I know each of us
is talking to our teams about a lot.
Carolyn: One of the reasons I joined Informa was that it might be
large, but it’s a place where you can make a difference from day
one. And in terms of issues like sustainability and tech for good,
those are powerful things that young people joining can wrap their
arms around.
Mike Philips
Managing Director, Omdia
32
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 c.1,000
Colleagues at Informa Tech
400+
Analysts and consultants
c.4m
Monthly visitors to our digital
content communities
Q. In research and data, you’ve now created
a new brand. Tell us about Omdia.
Q. Imagine it’s now the end of 2020. What do
you hope to be recalling about the year?
Mike: When we brought the IHS Markit TMT team into the fold
in mid 2019 and put it together with Ovum, Tractica and Heavy
Reading, it genuinely gave us a breadth and depth of coverage.
That enables us to become a material player in the market, and to
be able to connect the dots between different parts of technology
to do something more compelling for customers. The result was
Omdia, which we launched in February 2020.
Lisa: The fit was perfect geographically. Informa was strongest in
EMEA, followed by the US and Asia, and at IHS Markit we were the
mirror opposite, meaning that Omdia now has teams close to all
critical technology markets from China, Korea and Japan to London
and the US West Coast.
Mike: I think we’re able to talk more strongly to the big topics
facing the industry. In truth, to solve a particular problem,
you might need a combination of 5G, AI, security and cloud
coming together, and so having expertise across those domains
is powerful.
Marco: There are no other spaces that can grow from zero by a
factor of 10 in, say, two years, like the technology market. And we
are well placed to see those high growth areas. More specifically
I hope that Black Hat USA continues to serve the cyber security
community with high quality content while maintaining its streak
of 20+ years of consecutive annual growth.
Carolyn: How we grew London Tech Week on the international
stage and expanded the concept by turning AfricaCom into Africa
Tech Week and similarly in Asia.
Mike: In Omdia, we’ll be starting to deliver on our promise of
connecting the dots, in a way that has created something more
valuable to our customers and the market at large.
Lisa: How we harnessed the sheer passion we have in Informa
Tech. It’s an exciting time.
33
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
The heart of
Informa
At the heart of Informa, it is our
people and the way our colleagues work
that make us different, distinctive and
inform everything we do.
This section describes what Informa exists
to do and what we set out to create for our
customers, partners and communities over
the long term.
It also describes the principles that guide
the Company and our colleagues, and how
we ensure those commitments run
through all we do.
The heart of Informa includes examples of Informa’s culture, and
the support, engagement and opportunities that are designed to
ensure all colleagues can participate fully in the business and enjoy
their time at work.
We cover each of the key partners the Group has, from customers
to business partners, investors to suppliers, and the social and
physical communities and environment we work within, as well as
their interests and how we engage with them day to day.
There is also a short summary and reference guide to the approach,
processes and policies Informa follows.
Welcome to the heart of Informa.
34
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Our purpose
Our guiding principles
Informa exists to champion the specialist,
connecting people with knowledge to help
them learn more, know more and do more.
• Think Big, Act Small
• Trust must be Earned
• Success is a Partnership
• More Freedom, Fewer Barriers
35
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements What unites us:
The Informa
Constitution
At the heart of Informa is a shared
purpose – to champion the specialist
– that connects what each of the Group’s
businesses and colleagues aims to do.
Alongside this purpose, the Group has a set
of four guiding principles. These describe key
aspects of our culture and are designed to guide
how our businesses, teams and individuals work
day to day.
Together, our purpose and principles form
the Informa Constitution, which was first
introduced in June 2019.
Creating the Informa Constitution
Introducing the Informa Constitution
Informa progressively expanded during GAP and between 2014 and
2018, growing in brands, businesses, colleagues and the number of
markets we operate in.
The AIP provided an opportunity to review, simplify and
strengthen Informa’s overall brand value. We undertook a brand
review programme to do this, and it included activities designed
to understand the values that were important to our now
11,000 colleagues.
Over late 2018 and early 2019, 2,000 colleagues contributed to
reviewing our culture, values and focus through in-person and
online workshops, one-to-one interviews and an online survey.
Common themes that emerged included: a shared focus on long-
term customer relationships; working in highly specialist markets;
providing products based on delivering knowledge, information
and connections that benefit others; and acting in an agile way.
Some of the comments provided during the process are featured
on the opposite page.
These findings led to a new articulation of why Informa exists, in
the form of a purpose designed to connect all parts of the enlarged
business. It also led to an updated set of guiding principles,
designed to be authentic, distinctive and a touchstone for
behaviours and decisions.
Known as the Informa Constitution, our purpose and principles
were a major focus for Informa’s 2019 leadership conference
ReInvent. 150 colleagues participated in discussions and activities
around our business values and made commitments to upholding
the Constitution.
Immediately following ReInvent in June, we embarked on
a programme of communications to unite, inform and
engage colleagues.
The Informa Constitution was launched internally through CEO
communications and new brand materials delivered to offices,
including leadership-signed copies of the Constitution.
During the second half of 2019, this was further supported by
information packs for managers, an animated film to explain and
inspire and a series of video interviews with colleagues giving their
views on our purpose and principles.
36
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 “For me, Think Big, Act Small means
caring about the bigger picture but not
letting that distract from the task in hand
– it’s the small things that make the
big differences”
“We always think of our clients as
part of our team. So when they have
an idea to improve our product,
I work with them to make it happen”
“It’s important to me to be a
trusted and valued member of the
market I work in. We’re not just a vendor,
we’re part of the community”
“We have a culture of team work
and treat each other as we would
our own family”
“I try to give my team the authority to
make their own decisions”
Living the Informa Constitution
Further activities are taking place in 2020 to embed the
Constitution into daily working life and enable colleagues
to understand how to apply the principles to their roles
and interactions.
These include a new category in the annual Informa Awards to
celebrate outstanding examples of living the Constitution, HR-led
briefing sessions and communications, and training on Informa’s
updated Code of Conduct, which is being relaunched to reflect our
new guiding principles.
Feedback on our purpose and principles is being gathered through
the annual Inside Informa Pulse survey, and work is underway to
embed the Constitution into recruitment processes, performance
reviews and Informa’s public facing content and materials.
A colleague signing
the Informa Constitution
37
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements At the heart of Informa are 11,000
colleagues whose skills, ideas, energy
and engagement create our products,
champion customers and deliver results
that drive the Group’s growth.
In turn, we focus and continually invest in
colleagues, culture and the working environment,
making the most of our talent and creating a great
place to work.
We aim to create a dynamic environment based
on our guiding principles that encourages
collaboration, allows all colleagues to
participate and provides opportunities
for development and success.
To ensure communications can be readily understood, we aim to
translate key Company policies and training into colleagues’ most
commonly spoken languages and provide captions or transcripts
for all Group videos and webcasts.
Informa’s Board also has a structured colleague engagement
programme, led by the Chairman and the nominated Director for
colleague engagement, Helen Owers. Activities in 2019 included
hosting three office town halls in the UK and China, joining the
ReInvent leadership conference, participating in the London Walk
the World charity day and receiving presentations from Senior
Management at Board meetings.
The Board receives information on colleague engagement activities
and key matters of interest through updates from the CEO and
discussions with the Group HR and Investor Relations (IR) Directors.
In 2019, feedback on the management of IT systems led to a
broader Board discussion on technology services, from which the
Group CIO has instituted IT service charters for each Division.
Open discussion and conversation between colleagues take
place on Informa’s social intranet, Portal. This is available to
everyone and acts a central place to look up information, see
Company news, connect with other colleagues, blog about
personal and professional interests and comment on other stories.
Confidential feedback channels include the Group’s Inside Informa
Pulse survey in which 65% of the Company participated in 2019,
and, in several countries, exit surveys. Findings and results from
each are shared across management and HR teams and action
points identified.
We’re Informa:
Colleagues at
Informa
Conversation, feedback and discussion
Informa’s leadership teams proactively keep colleagues informed
on business developments and gather their views and feedback in
many ways, encouraging a culture of open discussion.
The CEO issues regular written and filmed blogs covering topical
Company and market matters and invites colleagues to respond
directly. He hosts in-person town halls in offices around the world
and online webcasts at times of major Company news, such as
financial results. These include a live question and answer session
and post-event survey. Divisional Senior Management teams have
similar internal communications programmes to share and discuss
relevant information with their teams.
38
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Supporting and enabling success
Throughout the business, we invest in providing the support and
opportunities colleagues need to succeed in their roles, develop
their careers and enjoy their time in the business.
Training and development happen in different ways. In several
Divisions, colleagues have free on-demand access to thousands of
online LinkedIn Learning courses, to follow personal interests and
complete suggested training for their roles. Since its introduction in
2017, Informa Markets colleagues have completed over 200,000 of
these video courses.
There are also bespoke development programmes. In 2019
Informa Intelligence launched a Rising Talent programme, which
started with 20 colleagues identified as having strong leadership
potential participating in a kick-off event in London. The group
presented business ideas to Senior Management, attended
talks and networked, and are being supported during the year
with mentoring, personal development plans and through an
online community.
To support managers and help colleagues chart their careers, new
materials and training sessions have been developed to support
appraisals and performance conversations. Performance reviews
and development plans are consistently recorded using online
templates and tools.
AllInforma, the Company’s diversity and inclusion programme,
is one part of creating a supportive environment that enables
colleagues to feel welcome and able to do their best work.
AllInforma Balance, which focuses on gender balance, includes
an intranet interview series where female leaders share their
experiences, and 2019 saw the launch of AllInforma Rainbow
to support LGBTQIA+ colleagues and allies.
Understanding the
Destination Digital
To help achieve its goal of fully embedding digital-first
practices, Taylor & Francis ran a colleague campaign
– Destination Digital – to raise awareness and engage
teams in the priority in a fun way. This was an app-based
competition that tested colleagues’ digital awareness week
by week. 700 colleagues, accounting for one-third of the
business, took part. The top 10 were invited to our New
Delhi office for a live quiz show-style final, streamed
across the Company where the live audience could
also play along. The winners received a trip to any
Walk the World destination of their choice as a
way to connect with colleagues in other
parts of the business.
Colleagues at the 2019
Hong Kong Board town hall
I really enjoyed the town hall and
pre-lunch because of the interaction
with the Board of Directors. It was nice
to have a chat directly and the casual
style of the town hall encouraged
us to ask questions
Vickie Chan, Hong Kong
39
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Supporting colleagues also means helping people work in a way
that best balances their career and other commitments. Many roles
offer flexible working and there are processes for applying for
special leaves of absence. Work flexibility is further enabled by our
cloud-based technology infrastructure, which allows colleagues to
work from different locations easily and securely.
Additionally, colleague support comes in the form of policies
that provide information on appropriate behaviours and help
colleagues access guidance if something goes wrong.
Informa’s Code of Conduct, and the 14 global policies that address
our most critical areas, have been revised to incorporate our new
guiding principles and reflect developments in policy areas such as
international sanctions.
The introduction of these revised policies began through intranet
and colleague communications in 2019 and will continue into
2020, supplemented with mandatory online training for everyone,
including those recently joined from acquired businesses. We aim
for a 100% completion rate for compulsory policy training while
allowing new joiners 30 days to complete training.
We maintain a whistleblowing policy and reporting service, Speak
Up, that allows anyone to raise concerns relating to Informa
confidentially, with a zero-tolerance approach to any retaliation
for making a report in good faith. The Board and Executive
Management Team are updated on trends and policy learnings
through Board reports and as a regular agenda item at Risk
Committee meetings.
The highlight of Rising Talent was
presenting our business ideas to senior
leadership – it’s amazing how many
fantastic ideas there were and how
much difference we could make. It has
really created a sense of a community
for the group, despite our different
geographic locations and roles
Senaria Karim, London
US, UK, China
Largest colleague populations
59f:41m
Gender balance
90+
Nationalities
Opportunities, recognition and reward
Beyond colleagues’ day roles, Informa creates additional
opportunities to get involved, be engaged in the life of the
Company, and feel recognised and rewarded for extra contribution.
This includes Walk the World Connections, an annual video
competition where colleagues win a trip to London to participate in
special events around our Walk the World charity initiative. In 2019,
the eight winners were guests at Informa’s leadership conference,
received a tour of an Informa exhibition and celebrated with
colleagues at the Walk the World London after-party.
Promoting
understanding and inclusivity
2019 saw the launch of the AllInforma Rainbow
network. Created by colleagues for colleagues, it aims
to connect and support those who identify as LGBTQIA+
and those who support or wish to find out more about
the community. Activities have included sharing
personal stories, marking awareness days, providing
informational material and training sessions, and social
events that support networking. One article on the
benefits of stating preferred gender pronouns
at work was among the most read blogs on
Informa’s intranet.
40
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Making connections
at all levels
Every year, we welcome early career talent into
the business in several ways, including through
the Informa Group Graduate Fellowship Scheme and
Apprenticeship programmes. In 2019, five Graduate Fellows
and Apprentices had the opportunity to meet and present
to 150 of the Company’s leaders at the ReInvent conference,
including Board Director Helen Owers. They collaborated
on an interactive session that shared their experience of
joining Informa and their views on what makes a leader
in the Company. It was a chance to share perspectives
with a range of Senior Management, develop
presentation skills and meet others, finding
out more about potential career paths
at Informa.
There are champion networks and focus groups for providing
input into specific initiatives. In Informa Markets, this includes a
Colleague Advisory Board (CAB) of over 60 colleagues, who have
the chance to provide local feedback on divisional initiatives and
raise their profile across the business.
Recognition and reward for outstanding performance come in the
shape of the annual Informa Awards. This event attracts over 1,000
entries each year and culminates in an Awards ceremony hosted
by the CEO, which is live streamed across the Company. Day-to-day
recognition programmes within the business include Applause, an
online way for colleagues in T&F to thank each other for jobs well
done simply, quickly and publicly.
Informa has invested in two share schemes that enable colleagues
in eight countries to invest in the Company’s shares, either at a
discount or with free shares offered, as an additional reward and to
more deeply connect individuals with the Company’s performance
and success. Just under 2,000 colleagues currently participate in
these programmes.
To further share the advantages of business growth, colleague
benefits were reviewed for 2020 and a number of improvements
made, including additional holiday days to recognise length of
service and support colleague wellbeing.
Page 78: Colleague engagement as a KPI
Page 88: Retaining key talent as a principal risk
Page 124: Additional colleague data in Nomination
Committee Report
I’m passionate about helping the
business succeed. Being an Informa
Markets CAB member means I get to
play a part in shaping our development.
It’s been great to understand the
business better and connect with
colleagues around the world
Heloisa Perrella, São Paulo
41
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Championing the specialist by
helping our customers learn more,
know more and do more is Informa’s
purpose and directly connected to our
ability to grow and succeed.
We form close relationships with customers
by understanding their needs, delivering
knowledge that supports their professional
and business success and continuously
monitoring and improving what we do.
Several examples are described here,
and trends are discussed during executive
management meetings and in divisional
Board strategy presentations.
Delivering must-have intelligence to subscribers
Informa has many types of customers: from event attendees to
sponsors and exhibitors, subscribers to journals and intelligence
services, businesses that purchase bespoke research, training and
consultancy, researchers who publish with us, and more.
Accordingly, a wide range of colleagues directly engage
with customers. In Informa Intelligence, our analysts play a
particularly important role in delivering a service and maintaining
customer relationships.
Following demand for increased responsiveness to data
requests, the Pharma business introduced a premium Ask the
Analyst programme in 2018 as part of its highest level of service.
This enhanced the standard Ask the Analyst function by dedicating
specific analysts to the service and expanding their remit to cover
the full range of Pharma Intelligence brands.
This team handles complex requests from customers, who are
typically professionals working in clinical drug development, for
specialist data and analysis that help them do their jobs quicker.
There are now over 70 analysts dedicated to the service, spread
across the world.
Since launch, the programme has had strong customer feedback
for the promptness, accuracy and quality of engagement. The Ask
the Analyst team also works closely with client success managers
and sales colleagues to provide information on trends in requests
and particular customer needs, helping strengthen the overall level
of service to customers and retain their business.
Championing
the specialist:
Customer
success
42
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Continuously improving the event experience
Half of Informa Connect’s revenues comes from attendees at our
events, and over the last four years the Division has built a more
formal and rigorous approach to attendee feedback.
This aims to get us closer to customers, better understand their
experience and ensure product developments are directed at the
areas they most value, delivering return on investment for them
and maintaining our event performance.
Standardised feedback through post-event surveys is now
collected for over 200 Informa Connect events, with nearly 50,000
attendees giving views over the last four years. Customers rate
events for overall satisfaction, importance of attending, likelihood
of return and a Net Promoter Score based on how likely they are to
recommend it, as well as giving qualitative feedback.
Scores are visible to event teams through real-time dashboards and
reporting. They are continuously reviewed by Informa Connect’s
Senior Management team as a performance metric alongside
financial measures, and to understand best practice when looking
to maintain and improve the quality of the event experience.
Informa Connect has also created a Hall of Fame for the events that
score most highly, which is promoted internally to share success
and encourage competition based on satisfying customers.
Maximising show success for exhibitors
At World of Concrete, one of Informa Markets’ largest brands, our
teams engage closely with exhibitors before, at and after the event
to ensure they have the best possible experience and help retain
their business.
Ahead of the event, sales teams make exhibitors aware of the
sponsorship, traffic building and advertising opportunities available
before, during and afterwards to boost their exposure.
World of Concrete has an online portal containing tips on exhibiting
and runs pre-show webinars. These provide information on the
event and recommendations on how customers can measure
success, as well as providing a chance to ask questions in real time.
Informa Markets’ floor managers, operations and sales teams and
our contracting partner are onsite to provide timely assistance on
matters like freight issues, questions about services ordered or the
space shared with neighbouring companies.
Sales colleagues also engage customers on their future exhibiting
plans. Just before the show, exhibitors taking space over a certain
size are invited to take part in the first phase of assigning areas for
the following year. Rates and details of any changes are provided
and an appointment reserved with the onsite rebooking office.
The team conducts an onsite evaluation of booths, providing
exhibitors with feedback to enhance future attendance, and the
event is filmed to better spot any opportunities to improve traffic
flow and product display.
Pages 56 to 75: Hear from our customers in the
Divisional Reviews
Meeting and trialling
products inside and
outside of World
of Concrete
43
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Success is a
Partnership:
Working with
our business
partners
To create and deliver high quality
products that are successful for us
and our customers, we work with many
different partners.
Informa also forms strategic partnerships,
collaborating with groups who are experts
in their field to strengthen what we can each
offer customers or to expand into new markets.
In all cases, we seek to establish strong working
relationships based on common and mutually
beneficial goals, and to follow the Group’s
guiding principles of creating successful
partnerships and earning the trust
of those we work with.
Partnering to deliver specialist knowledge
Taylor & Francis has publishing partnerships with a number of
learned societies and professional associations, which each has
a leading position in its field of expertise.
Typically these groups will, alongside other activities, publish
research journals on their specialist area. Partnering with T&F can
provide them with access to modern production infrastructure,
expert publishing capabilities and a wider research audience, while
the partnership allows T&F to add to its depth of specialist content,
a key part of the Division’s business strategy.
As one example, in July 2019 T&F announced a partnership
between our Routledge imprint and the Oral History Association to
publish The Oral History Review. This journal publishes narrative
and analytical articles and reviews in print and multimedia formats,
which seek to improve understanding of the nature of oral history
and memory and its significance.
The Association noted: “Routledge’s global presence and
commitment to incorporating digital media into scholarly
communication will allow The Oral History Review to engage a
worldwide community of oral history scholars and practitioners.”
44
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Joining forces to enhance exhibition brands
In some markets, we form joint ventures where we believe that the
combination of our international platform and capabilities with a
partner’s expertise and connections can create stronger prospects
for both parties and better serve customers.
This is particularly true in Asia and in exhibitions. Sinoexpo Informa
Markets is one of our most significant joint ventures in China, under
which we organise over 60 exhibitions in specialist markets.
Wang Mingliang, founder of Sinoexpo, said: “The Informa Markets–
Sinoexpo partnership is a powerful combination. Informa Markets’
strong international network plus Sinoexpo’s strong local presence
in China present a unique synergy in terms of how the teams work.”
It is a long-term partnership too. “We’ve been in partnership with
UBM and now Informa Markets for over 20 years. During that time,
we have together successfully set up world leading events for food
and hospitality, furniture, pharmaceuticals and health, process and
packaging machinery. There is further strong growth potential for
our events in China over next decades too,” he concluded.
Shared standards and guidelines
The Group’s relationships with all suppliers and business partners
are governed by clear standards and expectations. These are set
out in codes and policies, supported by consistent processes and
confidential ways to raise concerns.
Informa’s Business Partner Code of Conduct includes commitments
and standards regarding the proper handling of data and
information, ensuring a safe and respectful working environment,
operating free from modern slavery and with zero tolerance of
bribery, corruption and the use of child labour. It is available on the
Informa website and in several languages. All partners also have
access to the Speak Up whistleblowing facility for reporting any
issues or concerns confidentially.
We conduct mandatory online training on avoiding bribery and
corruption, and targeted digital training on how to avoid assisting
others to evade tax. In-person training on sanctions, data privacy
and anti-bribery measures was also conducted in the US, Brazil,
the Middle East and Asia during the year.
Informa continues to report annually on the steps taken to ensure
slavery and human trafficking are not present in our business or
supply chain, and we support the principles of individual rights
in the UN’s Universal Declaration of Human Rights. In 2019,
we marked UK Anti-Slavery Day by promoting the Group’s
commitments through internal communications, which resulted
in additional requests from colleagues to undertake training.
One priority our suppliers and business partners have is the ease
with which they can do business with us, including the clarity
of the procurement process, quality of service and efficiency
of payment practices.
Group Operations supports the procurement of major
supplier contracts and renewals. As described on page 77,
several programmes are underway to improve our operational
effectiveness, with enhancing supplier and customer experience
a key consideration. The Board received updates from the Group
Chief Operating Officer on these initiatives during 2019, which
helped inform the Directors’ decision making.
Page 20: How Informa operates
Page 86: Reliance on key counterparties risk management
45
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Sustainable
growth:
Shareholder
success
As a listed company, Informa
is owned by Shareholders and we
rely on their confidence, support and
investment to fund our growth plans and
deliver our strategy.
Outside of delivering sustainable financial
returns, our Shareholders look for informative
and timely insight into the Company and its
development, coupled with regular access
to the Board and management teams.
We engage Shareholders in multiple
ways and gather their views through
direct engagement and other
feedback channels.
Access and insight
Informa has a dedicated IR team, led by a member of the
Executive Management Team, that manages engagement with
institutional investors, buyside and sellside analysts and individual
Shareholders. The team was recently expanded in response to
increasing levels of investor interest in the Group following the
Company’s growth under GAP and the AIP.
The Group CEO and Finance Director frequently participate in
investor meetings. In addition, other Board Directors are available
for Shareholder engagement. We hold an annual Chairman’s
Shareholder roadshow, offering shareholders a face-to-face
meeting with the Chairman and Board colleagues. As part of the
January 2020 roadshow, over 25 meetings took place representing
more than 50% of our equity, with the Senior Independent
Director and the Chairmen of the Remuneration and Audit
Committees joining.
The Director of IR provides the Board with a written report on
investor holdings, analyst feedback and sector news flow at
each Board meeting, along with a verbal update, and shares any
significant new matters directly between scheduled meetings to
inform Board decision making.
46
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Continuous engagement and exchange
Getting deeper into Informa
To provide insight into the Company and enable Shareholders to ask
questions, we hold one-to-one meetings with investors and host and
attend larger events that enable more Shareholders to hear from the
Group directly. In 2019, around 300 such meetings took place.
Where possible, we provide institutional investors with additional
opportunities to better understand the business through visiting
our events and offering trial access to our subscription intelligence
and data services.
In November 2019, the IR team hosted more than 20 sellside and
buyside institutions at Informa Markets’ CPhI Worldwide event.
The visit included a tour, a short presentation from the CEO and
an opportunity to speak to the Event team and the Sustainability
team over lunch.
A panel of four Shareholders also joined the Group’s leadership
conference, ReInvent, to provide Senior Managers in the Company
with an insight into the perception of Informa and investors’
future expectations.
It was a popular session with two-way discussion on the
importance of consistent performance, the opportunities of the
Knowledge and Information Economy and specialist business-to-
business markets, and the role culture plays in company success.
Our colleague panel on Company culture at
the 2019 Informa Investor Day
Our AGM is open to all eligible Shareholders and includes a
presentation from the CEO and question and answer session
with the Directors.
Significant news, materials from key presentations and background
on the Company are freely available to all Shareholders and
interested parties online at www.informa.com.
We typically provide scheduled updates on the Group’s financial
performance four times per year. When announcing full-year and
interim results, an in-person and live webcast presentation is
provided, including a question and answer session.
2019 Investor Day: Depth and specialisation
A key date in the calendar is the Group’s Investor Day, which in 2019
was held in May at our London offices.
The agenda was designed to provide a deep-dive into five Informa
businesses and their approach to building and benefiting from
business depth and market specialism, and to allow an assessment
of our prospects and future growth opportunities.
The day also included a panel discussion on Informa’s business
culture, giving Shareholders insight into the way the Company
and colleagues work.
There were eight live product demonstrations led by colleagues,
designed to show how our digital products work and are used by
customers. This included T&F’s online platforms for books and
journal research and the technology behind partnership meetings
at Informa Connect Biotech and Pharma events.
Materials and a recording of the day were made available on the
Group website shortly afterwards. The day was also attended by
the Senior Independent Director.
c.300
Meetings with investors in 2019
40%
Equity held by top 10 institutional investors
1,800
Colleagues invest in Informa equity
47
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements FasterForward:
Sustainability
at Informa
Recent years have seen an
increasing focus on how businesses
contribute to wider society, and how they
can play a part in ensuring our physical and
social environments support thriving lives and
economies well into the future.
Sustainability lies at the heart of Informa and we
think about it in three ways: our operations and
practices as a business; the role we play, as a
knowledge and information provider, in helping
customers and communities learn more, do
more and thrive in a changing environment;
and the impact we can have in making
markets more efficient.
Championing sustainability
Under GAP and the AIP, Informa strengthened its resources and
capabilities in sustainability and made progressive improvements
in embedding sustainable practices throughout the business.
This progress saw Informa named an Industry Mover within the
Dow Jones Sustainability Index (DJSI) in 2017, having improved our
scores against its range of criteria. A year later, we entered the DJSI
World Index for the first time and retained our membership in
2019. DJSI performance has been a Group KPI since 2017.
Following these developments, we entered 2020 in a position
to accelerate this progress and make stronger commitments on
sustainability for the next five years, with an ambition to become
a champion of sustainability within our own business and across
the specialist markets we serve.
Our five-year FasterForward programme, launched in early 2020,
is about becoming an ever more sustainable, high impact business,
and supporting and accelerating change in the specialist markets
we serve. It is built around three areas related to our direct
operations and the wider contribution Informa can make.
48
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 1. Faster to Zero
2. Sustainability Inside
A key element of FasterForward is to continue to minimise
Informa’s environmental footprint. As a knowledge and information
company, we believe our direct impact is relatively low compared
with some sectors. However, we recognise the opportunity to do
more to minimise the impact of our operations and support our
customers, suppliers and industries with their practices.
As part of FasterForward, Informa has committed to moving Faster
to Zero by being carbon neutral company by 2025 and net zero
carbon by 2030 or sooner.
As a knowledge and information provider, one of the most
significant contributions Informa can make is to ensure our
content and platforms support the sustainable development
of the customer markets we serve.
Sustainability Inside is the second part of the FasterForward plan.
It is a commitment to embed sustainability topics, relevant to
the market being served, into all our brands, creating a platform
to encourage, inspire and accelerate sustainable solutions in
those markets.
This builds on the commitments made in 2019 when Informa
was certified by the Science Based Targets Initiative: a body
that focuses on meeting the goals of the 2015 Paris Agreement
to limit global warming.
In events this may be through programming, educational sessions,
themed networking or wellbeing events. In our research and data
businesses, this may be through creating dedicated products
and content.
Under this initiative, Informa has committed to halving absolute
carbon emissions from our electricity and fuel use, and to reducing
controllable emissions from the supply chain by 20% by 2030.
Many measures are underway to help us meet these goals.
Over the last two years, we have made significant steps to
introduce green electricity to our buildings, and more than 95%
of Informa’s electricity use now comes from renewable sources.
Specific activities include introducing LED lighting in our largest
London office and installing over 700 solar panels in our
Boulder, Colorado office. Additional energy efficiency audits
have been completed in the UK as part of the UK Energy Savings
Opportunity Scheme.
From 2020, Informa will be offsetting remaining emissions from
fuel use, electricity and travel, including colleagues’ business flights.
The Faster to Zero goal is ambitious, and part of the challenge
is fully understanding all of our impacts as a knowledge and
information company. To help do this, we are collaborating with
several media companies and the University of Bristol to create
a tool for measuring the carbon impact of digital content, such as
the effect of data centres that host content platforms.
95%+
Of Informa’s electricity use now comes
from renewable sources
700+
Solar panels installed at our Boulder office
Taylor & Francis introduced one element of Sustainability Inside
in 2019, with an online research collection specifically designed to
help researchers, businesses and governments understand and
advance towards the sustainability priorities defined by the UN’s
Sustainable Development Goals (SDGs).
Sustainable Development Goals Online is a curated digital library
of content that includes over 12,000 T&F book chapters and journal
articles, new essays, videos and lesson plans, all mapped to the
UN’s 17 SDGs. It is available to purchase as a whole or by individual
SDG, and also includes Open Access and free-to-access content.
3. Impact Multiplier
One of the ways in which Informa contributes to society is through
providing efficient solutions for our customers and their markets
to share knowledge and make connections. The efficiencies this
creates have the potential to multiply the impact our brands have.
At major branded events, for example, our teams connect people
with knowledge, enabling specialist communities to gather and
meet with the aim of learning more and doing more in their roles
and businesses.
These events can become significant and highly efficient platforms
for sharing knowledge, launching products, sourcing suppliers and
holding meetings. In doing so, this can help customers be more
efficient with their travel and time, and avoid the carbon impact
of the multiple individual flights these activities might otherwise
create during a year.
Events also bring strong economic and social benefits to the cities
in which they are hosted, and we are increasingly measuring these
contributions and the positive multiplier effect our events have on
local economies and wider society.
49
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Contributing to our local communities
We are proud to be an active participant in the local communities in
which we live and work, as a business and through the activities of
our colleagues.
The Group expanded its community programme for 2020.
This includes an increase in paid volunteering time, whereby every
colleague can now spend up to four days per year volunteering.
It also includes Company match-funding when colleagues fundraise
personally for charities and not-for-profit organisations, adding to
the overall financial contribution we make to communities.
We also undertake community engagement collectively. Walk the
World is Informa’s flagship colleague engagement and annual
charity initiative. It is a global programme delivered in a locally-
relevant way, where colleagues come together to walk a set
distance in their area for a local charity. In 2019 over 7,000
colleagues in 100 locations took part, collectively walking
60,000km and raising over £360,000 for charity.
In terms of other contributions to our communities, we continue
to take our responsibilities as a taxpayer seriously. We recognise
the benefits that a fair and effective tax system creates for wider
society, providing services on which colleagues and the Company
rely. In 2019, the Group’s global total tax contribution was £375m,
comprising £165m of taxes borne by the Group and £210m of taxes
collected on behalf of governments globally.
Event Fundamentals
To help our event brands become ever more sustainable and
impactful, in 2019 we launched the Informa Sustainable Events
Management System (ISEMS), a tiered programme of analysis and
activities to further improve sustainable practices.
A core element of ISEMS is the Fundamentals: 12 features that are
fundamental to the sustainable success of an event in areas such
as operations, procurement, waste, community impact, health and
safety and event content.
Several of our events have established best practice in these areas
and been recognised by external bodies. In 2019, Greenbuild and
Natural Products Expo East achieved a platinum score in the Event
Industry Council’s Sustainable Event Standards. Vitafoods Europe
also achieved the ISO 20121 Event Sustainability Management
System certificate, having moved to renewable energy and
introduced new standards for exhibition booths that minimise
the use of disposable materials.
50
£375m
Global tax contribution
£360,000
Raised for charity
60,000km
Walked by colleagues across the Group
C
a
r
b
o
n and Waste
P r o c u re m ent
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Sharing and reporting our progress
To help colleagues make sustainable choices, our Paper and Timber
Sourcing Policy was recently updated in line with the Group’s other
key policies.
This aims to ensure that all paper and timber used in our business
is responsibly sourced from legally harvested and well-managed
sources, with sufficient due diligence to ensure there is no evidence
of modern slavery in the supply chain. Standards on paper usage
are monitored by the Sustainability team.
The IR and Sustainability teams regularly engage with investors and
analysts on our sustainability programme. The Board also received
several updates on sustainability activities during 2019, including
a number of in-person presentations and approving Informa’s
FasterForward plan.
We regularly review the information we publish and indices
we participate in, to respond to investor requests and evolving
regulation. Among these, Informa completed its first submission
to the CDP, formerly the Carbon Disclosure Project, in 2019 and
results will be published from 2020.
As shown on page 78 we have set out our carbon emissions
data according to the UK and the rest of the world and both
location-based and market-based emissions. This is to provide
more detailed information and prepare for future disclosure
requirements, including the recommendations of the Task Force
on Climate-related Financial Disclosures (TCFD).
Page 78: Key sustainability performance indicators
2019 Sustainability Report: access more detailed information
on our sustainability activities in this report, available through
the Informa website
51
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Section 172 and non-financial information statements
The heart
of Informa:
A reference
guide
Promoting Informa’s success: Section 172 statement
Informa’s long-term success is at the forefront of all of the Board’s
thinking, and the Directors have full regard for their duties and the
matters set out in Section 172 of the UK Companies Act 2006.
Indeed, it is the Board’s belief that the Group can only be successful
when the interests of those it works with are considered, and
particularly when colleague, customer and Shareholder interests
are gathered, understood, responded to and appropriately
reflected in how the business develops.
The Heart of Informa section (pages 34 to 51) describes the Group’s
most significant stakeholders, why they are considered important,
how the Company engages and to what end, and how the Directors
are involved. Further information can also be found in the
Governance report, starting on page 106.
Market specialisation through portfolio change
One of the many matters in which the Board balances and
incorporates the interests of Informa’s most significant
stakeholders in its decision making, is during times of acquisition
and corporate development.
An example of how the Board most recently performed its Section 172
duties in this regard was in considering, scrutinising and approving
a plan to better focus the Group on its target specialist markets.
The proposal was to acquire IHS Markit’s TMT Intelligence business
and sell Informa’s Agribusiness Intelligence to IHS Markit in turn.
Direct stakeholder engagement was not possible due to the
confidentiality of these discussions, and so the Board received
presentations from the Divisional CEO and Director of Strategy and
Business Planning and held discussions with them to consider the
long-term consequences of these actions on stakeholders.
52
The Directors discussed the benefits of focusing on specialist
markets, such as Tech, where the Group saw the most potential
for long-term growth for Shareholders and the success of the
Company and all its stakeholders. This built on the Board’s prior
understanding of the opportunity in this market, having approved
a plan to create Informa Tech as a stand-alone Division in 2018.
The Board discussed management’s view that it did not have the
scale and footprint to succeed in Agribusiness Intelligence, and how
this could negatively affect the product’s customers and the wider
Agribusiness community it served over time.
In selling Agribusiness Intelligence, the Directors were satisfied
that IHS Markit was a strong and reputable business, and secured
safeguards around maintaining benefits and service continuity for
transferring colleagues.
In turn, the Board was satisfied that Informa had the integration
experience, processes and resources to manage the experience
of colleagues coming into Informa, and that customers and
suppliers would be promptly communicated with about the
change and its impact.
Major stakeholders, their interests and how we engage
What they care about
How the Board engages
Colleagues
Information and tools to work;
having a voice in the business;
recognition and reward; career
development; long-term health
of the business
Directly via town halls,
Company events,
management meetings.
Through regular reports
on engagement initiatives
and measures
Customers
Expert high quality service; ongoing
product investment; value; helping
them succeed
Directly through attending
events. Trends included in
strategy and management
Board presentations
Business partners
Shared success; good service;
prompt payment; clear processes
Trends and initiatives
included in management
Board presentations
Shareholders
Consistent returns; progressive
dividends; clear information;
management access; long-term
business growth
Directly via one-to-one
meetings, AGM and Investor
Day. Regular reporting to
the Board
Environment/communities/society
Contribute to community
success; positive impact; manage
environmental footprint
Sustainability presentations
to the Board and reporting
on key initiatives
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Non-financial information statement
Below is an overview of how Informa operates, manages risk and judges performance,
outside of activities that are primarily financially focused. It is organised according to the
requirements and priorities of the UK’s Non-Financial Reporting Directive.
For more information on any area, see the fuller sections indicated.
Informa’s business model
Informa operates in the growing Knowledge and Information Economy, drawing on six
main resources to provide knowledge-based services to customers in a number
of specialist markets. See pages 20 and 21 for full details.
Measuring results, outside of financial measures
We measure and report colleague engagement and environmental performance at a
Company level (see page 78). Other measures, including customer-focused indicators,
are tracked at a divisional level.
Five key non-financial activities
Colleagues and their contribution
Colleagues are at the heart of Informa and our people drive all
business activities. We focus and continually invest in colleagues,
culture and the working environment (pages 34 to 41)
• Policies supporting colleagues and culture include Code of
Conduct, Diversity and Inclusion, Board Diversity, Acceptable
Usage Policy, Health and Safety and others
• Related risks include the inability to retain key talent and
ineffective change management. See pages 88 and 86
respectively for how they are managed
• Measurement includes the engagement index Group KPI
Understanding and managing environmental impact
We set out to be a sustainability champion within our own business
and across the specialist markets we serve (pages 48 to 51)
• Policies governing impact include Paper and Timber Sourcing
• Related risk includes climate change as an emerging risk
(page 83)
Contributing to social matters and communities
We regard engaging with our local and customer communities as an
important part of Informa’s overall impact and aim to make positive
contributions (pages 42 to 45)
Respect for human rights
We continue to support the UN’s Universal Declaration of Human
Rights and report on steps taken to avoid modern slavery in the
business and supply chain (pages 44 and 45)
• Measurement includes the Group KPIs of DJSI performance
and emissions
• Policies supporting our contributions include Business Partner
Code of Conduct, Responsible Advertising, Editorial Code, Health
and Safety, Sanctions, and Community Programme
• Related risks include privacy regulation risk and inadequate
response to major incidents
• Measurement does not include a Company-level KPI
• Policies include Business Partner Code of Conduct, Data Privacy,
Health and Safety, Editorial Code, Diversity and Inclusion and our
Modern Slavery Statement
• Related risks include health and safety incidents and ineffective
regulatory compliance
• Measurement does not include a Company-level KPI
Anti-corruption and anti-bribery measures
Avoiding corruption, bribery and its impacts is built into the
expectations set of all colleagues and business partners (page 45)
• Policies include Anti Bribery and Corruption, Gifts and
Entertainment, Code of Conduct and Business Partner
Code of Conduct
• Related risk includes inadequate regulatory compliance
• Measurement does not include a Company-level KPI
53
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements A snapshot of our Divisions
A snapshot of
our Divisions
Informa is organised into five Operating Divisions.
Full details on each Division’s performance are
in the Financial Review (page 94) and a definition
of financial terms can be found in the glossary
(page 235).
Informa Connect delivers major events regarded as
the annual convening place for a specialist market or
community, and creates digital platforms that provide
year-round connections.
See pages 56 to 59
10%
of Group
revenue
2.9%
£276m
£47m
underlying
revenue growth
2019 revenue
adjusted
operatingprofit
Informa Intelligence provides relevant, high quality
and critical data and insight to customers working in
large, complex and specialist markets including Pharma,
Finance and Maritime.
See pages 60 to 63
12%
of Group
revenue
3.3%
£349m
£104m
underlying
revenue growth
2019 revenue
adjusted
operatingprofit
Our division are underpinned by:
Global Support
Global Support supports each Operating
Division and comprises Informa’s Group
functions and Group Operations.
See pages 76 and 77
54
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Informa Markets creates opportunities for
customers all over the world to connect, learn
and trade.
We organise large-scale, branded exhibitions
and deliver data, digital content and online
platforms that support the flow of knowledge
and transactions in specialist markets.
See pages 64 to 67
50%
4.3%
£1,450m
£493m
of Group
revenue
underlying
revenue growth
2019 revenue
adjusted
operatingprofit
Informa Tech is a specialist in technology.
Through expert data, research and
consultancy, training and digital media, and
content and networking at major events,
we help businesses learn more and do more
in technology.
See pages 68 to 71
9%
2.0%
£256m
of Group
revenue
underlying
revenue growth
2019 revenue
£70m
adjusted
operatingprofit
Taylor & Francis is a specialist in scholarly research
and helping academic and research communities
make new breakthroughs.
We curate and publish high quality peer-reviewed
research, connecting specialists to knowledge that
helps them learn more and advances progress in
their field of study and broader society.
See pages 72 to 75
10%
12%
50%
9%
19%
19%
of Group
revenue
2.4%
£560m
£218m
underlying
revenue growth
2019 revenue
adjusted
operatingprofit
% of Group revenue
55
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Divisional Review: Informa Connect
Informa Connect
The power of content and connection
56
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Andrew Mullins
CEO, Informa Connect
We bring ambition and energy to every
brand. The aim is to give our customers
the highest quality of speakers and
content in their market, and help
communities connect online in ever
more effective ways
In a world where sources of information and
the number of digital channels are rapidly
proliferating, where do you go for the relevant,
high quality knowledge and connections that help
you do more as a professional and a business?
In Finance and Investment, Biotech and Pharma and several other
specialist markets, professionals come to Informa Connect for the
latest thinking and ideas, and for ways to meet peers and experts,
and stay deeply connected to what is going on in their community.
Informa Connect’s brands deliver over 600 major events regarded
as the annual convening place for a specialist market or community.
We invest in creating exciting live experiences based on high quality
speakers, stimulating content and platforms that enable discussion,
meeting and networking.
Our brands also create digital platforms that provide year-round
connections, extending the live experience and providing sponsors
and marketers with additional ways to reach customers.
Highlights and results from 2019
• 2019 was Informa Connect’s fourth consecutive year of improving
underlying growth, following the work under GAP to invest in its
major brands and refocus and streamline its events portfolio.
• Underlying revenue grew 2.9%, with strong performances in the
Finance and Investment and Biotech and Pharma businesses,
which account for nearly 50% of the Division’s revenue. On a
reported basis, revenues fell -0.7%, reflecting the sale of the
UBM Life Sciences media brands portfolio in January 2019.
• Our portfolio of event brands generating more than £1m in
revenue rose to 46, reflecting our focus on strengthening
established brands in key markets.
• The Canadian events business from Informa Markets and the
CMI brand from Informa Tech were transferred into Informa
Connect in 2019, due to their shared focus on reaching and
serving specialist audiences with content and connections.
• Under the AIP brand programme, the Division rebranded from
Knowledge & Networking to Informa Connect, as a more distinct
description of what we seek to provide to customers and to
strengthen its affiliation with other Informa businesses.
57
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review: Informa Connect continued
Opportunities for growth and customer success
Events innovation: Every year our teams challenge themselves to
find new ways to add value for customers and better engage with
audiences through new thinking, new formats and new features.
Recent examples include our sustainable building brand,
Greenbuild, which secured President Obama as a keynote speaker
in 2019. The private equity brand SuperReturn International
expanded and enhanced its VIP experience, offering attendees
more exclusive meeting spaces and access to additional content
and open forums.
Finovate added a new awards stream to its New York event,
to celebrate and further engage those working in the financial
technology market, and the Special Event Show, which works with
event planners, added a tour of local venues to its programme,
delivering additional value and knowledge for attendees.
Applying new digital formats and technologies: We constantly
look for ways to apply the latest technology to our brands, creating
new formats and tools to deliver customer benefits. Most recently,
the Finance and Investment business introduced a three-tier video
strategy using new technology to capture footage at events more
easily and more cost effectively in multiple formats. This has been
used to market our brands, deliver content to audiences online
and as an additional service for sponsors.
PartneringOne, a meeting technology platform used in our Biotech
and Pharma portfolio, facilitated over 25,000 meetings between
Biotech firms and potential investors at BIO-Europe 2019, a far cry
from its early days when meetings were requested with the aid of
pins and noticeboards.
The value of content to marketers: In a world where content
remains king, Informa Connect’s brands have further commercial
opportunities from helping marketers to connect with specialist
communities through knowledge. In CMI’s 2020 B2B Content
Marketing report, marketers in North America reported that in-
person events were the best way to convert leads, and 71% agreed
their priorities were to deliver relevant content when and where it
was most likely to be seen.
Informa Connect in 2020
Informa Connect’s strategy continues to be to focus on building
in-person and online platforms that bring professional communities
closer, and enable efficient connections and the seamless transfer
of knowledge.
Following the outbreak of COVID-19 in early 2020, we have been
closely monitoring developments and feedback from customers.
As part of the postponement programme, a number of Informa
Connect events have been moved to later in 2020, and some have
been localised or virtualised to provide the best outcome for our
customers and communities. A small number have been cancelled.
This disruption will have an impact on Informa Connect’s financial
performance in 2020.
We continue to focus on our major brands, strengthening their
positions within specialist markets and broadening and enhancing
the services we provide to our chosen communities, rather than
pursuing one-off events that have minimal long-term value.
The innovation and creativity of our colleagues and teams are
key to this approach and so we continue to invest in development
and training. We recently introduced a best practice academy
for colleagues to share ideas and be recognised for successes.
Understanding the views of our customers is also an important
part of developing and improving our products, and Informa
Connect’s feedback customer programme is described on page 43.
Informa Connect also has an important part to play in the Group’s
sustainability programme, FasterForward. Working closely with
suppliers and customers, we will be focusing on improvements
in areas such as green energy supply for venues, plastic-free
programmes and improved registration systems to more easily
facilitate carbon offsetting for flights.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Championing the specialist
Where shipping drops anchor
In a world where much of what we
use, eat, wear or build involves
something that has crossed the ocean
on a vessel, the maritime industry is
the backbone of the world’s economy.
It is a market that has a lot to discuss, share and connect
around, and every year, CMA Shipping provides a forum
for the North American shipping industry to do just that.
Taking place in Stamford, Connecticut, CMA Shipping
brings together everyone from ship owners, brokers and
managers, to suppliers, shipyards, ports, coast guards
and regulators.
As Kevin Cote from Innospec Inc. put it in a video
interview at CMA Shipping 2019: “I would highly
recommend it. You have a lot of ship owners, ship
managers in the area that come in from New York,
Boston, and then a lot of suppliers. It’s a great mix
of people.”
This networking effect creates business opportunity,
especially for the companies showcasing products
and exhibiting.
“This is our 11th year,” said Captain Robert Hall in a video
interview. “It’s a great marketing opportunity for us to
show our presence to the ship owners and managers in
the area. And face to face is much better than email or
telephone calls or print ads. You can talk to real people
and help them solve their problems.”
With a wide agenda and range of expert speakers, it’s
also a place where the latest industry information is
shared and applied. 2020’s agenda includes sessions
on data-driven decision making, gearing up for
decarbonisation and automation in the workplace.
Oscar Pinto from Valles Steamship Canada Ltd said:
“You get so much information here, so the takeaway
is best practices for the industry and the betterment
of the environment.”
59
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Divisional Review: Informa Intelligence
Informa Intelligence
Specialist data and intelligence
60
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Patrick Martell
CEO, Informa Intelligence
Data has been called many things in recent years:
the new oil, the new global currency, as important
as a natural resource. And when data and
information arrive, they come in streams,
floods and masses.
Whatever the term, it is clear that data and information are
powerful, relied upon, and that sifting through data to get
true insight is a challenge. This is the market in which Informa
Intelligence works.
Informa Intelligence’s 100+ brands provide relevant, high quality,
critical data and insight to customers working in areas within large,
complex and specialist markets.
In Pharma, we have a particular strength in clinical intelligence
that helps customers learn more about drug trials and design their
business strategies accordingly. In Finance, we have a particular
focus on data that helps customers know more about global
investment trends and consumer and business lending.
We work in Maritime, providing data and insight on global
shipping to customers looking to do more by identifying business
opportunities and managing risk. Informa Intelligence also operates
in specific areas within Construction and Equipment, providing data
on asset values and insight into major construction projects.
Each of these is a specialist, competitive market where customers
have an ongoing need for relevant and reliable insight to make
effective investment and strategy decisions and operate their
businesses well. We provide subscription services that offer
continuous access to data and intelligence as well as consultancy
and special project services.
You need real expertise to work
in these areas and we have that in
spades. PhD analysts, editors, data
scientists, technologists – our colleagues
more than serve specialist markets,
they live in them
Highlights and results from 2019
• 2019 was Informa Intelligence’s fourth consecutive year of
positive and improving underlying revenue growth. From a
decline of -8.5% in 2014, underlying revenue growth stepped
up from 2.6% in 2018 to 3.3% in 2019, its strongest annual
performance to date.
• There was good growth across our focus markets of Pharma,
Finance and Maritime, driven by strong customer retention
and a steady increase in new business.
• More detailed customer-related KPIs also improved, including
pre-expiry subscription renewals and user engagement scores.
• Under the AIP Progressive Portfolio Management programme,
several steps were taken to streamline Informa Intelligence and
focus on markets where we have the strongest brands and best
prospects to succeed and deliver for customers.
• This programme led to the sale of the Agribusiness Intelligence
vertical in June and the Industry & Infrastructure media brands
portfolio in November. The effect of these sales meant reported
revenues fell -0.7% in the Division in 2019.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review Informa Intelligence continued
Opportunities for growth and customer success
The power of specialism: The growth opportunity for Informa
Intelligence stems from both expansion of the market for specialist
data and information and trends in the specialist markets we serve.
Consultant Outsell reports that the global market for business-
to-business information is worth $45bn and growing, with the
expectation that this growth will favour specialists over generalist
information providers. Informa Intelligence is well positioned for
this, given its strength in the US, the largest geographic market for
data and information, and in Finance and Pharma, two of the three
largest sectors.
Enhancing products: Working in specific areas of specialist
markets can mean there is less directly comparable competition.
However, this does not guarantee customer retention. To attract,
retain and champion customers who expect their products to
keep pace with their needs, we make ongoing investments, adding
data sets and improving customer service. A recent example of
product enhancement is Citeline Engage, born from the addition
of Skipta to our Pharma business in 2017. This helps customers
who already receive data on where clinical trials are taking place to
reach and engage US clinicians at speed to conduct their own trials
and recruit patients. See page 42 for more on Pharma customer
service improvements.
Intelligence inside: The ease with which data and intelligence
can be accessed and delivered continues to be a source of value
to customers and an area of focus for Informa Intelligence.
We continue to invest in application programming interfaces
(APIs) that easily feed intelligence directly into customer systems
and databases. In 2019 we began implementing single sign-on
across our Pharma products, allowing individual users to access
our services via their own company access system. This removes
the need for a separate log-in, simplifying and improving ease of
access, maintaining security and reducing support requests.
Informa Intelligence in 2020
Having reorganised and invested in products and platforms under
GAP and refocused on a smaller number of markets through the
AIP, Informa Intelligence enters 2020 with solid foundations.
The aim for 2020 is to make the most of our specialist brands,
expertise, depth of knowledge and growing international reach,
maintaining strong levels of customer retention and continuing to
build our new business pipeline and conversion rates.
Informa Intelligence has a strong presence in the US and Europe
but a historically lower footprint in Asia by comparison. There is an
opportunity to find new customers for our Pharma, Finance and
Maritime brands through adding greater Asian market coverage
and adding to our local teams.
We will continue to develop our intelligence products and
platforms, and product development is often informed by the
insights gained from engaging our customers. A particular focus is
on strengthening our analytics and data capabilities, areas that are
increasingly important in helping customers make better decisions.
Examples of new products and features in development include a
new Finance product from EPFR Global, which provides intelligence
on mutual funds and ETF investments in China-listed companies to
the level of a share class of an individual security. Container Tracker
in Maritime is another example. It provides trade finance teams
with end-to-end container movements and trans shipment checks
within minutes in a single place.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Championing the specialist
Lending to a mortgage specialist
The mortgage sector is one of the
largest parts of the US debt market.
Cast your eye down its ranks of
lenders and even the 50th largest
player is financing homebuyers to
the tune of $4bn a year.
Guild, an independent mortgage lender of 60 years’
standing, initiated $20bn in mortgages in 2019.
At the heart of any lender’s competitiveness is product
pricing and margin management. In a dynamic market
where thousands of players reprice their products every
day, being proactive is complex but vital.
Since early 2019, Guild has been working with Informa
Intelligence’s Icon brand to help guide its margin
management. David Battany, Executive Vice President at
Guild, says: “Icon is a source of very high quality data that
gives us real confidence that we are hard-wired into the
market and are constantly competitive.”
When a single basis point represents some $2m a year to
Guild, Icon’s data is pivotal not only in pricing but also for
customer profiling to help mitigate risk. “We can analyse
the distribution of loans across different profiles of first-
time buyers and get a firmer fix on the risk we are taking.”
Indirectly, Icon’s data also helps to retain high
performing sales colleagues who can be confident
in Guild’s competitiveness.
Guild has even established a new internal function
to make the most of the data and their investment.
David adds: “Behind the numbers, charts and trends is
a smart analytics team and we work with Icon very much
in partnership. We are only a year into the relationship,
but it’s incredibly valuable to us.”
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Divisional Review: Informa Markets
Informa Markets
Helping specialist markets trade and grow
64
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Charlie McCurdy
CEO, Informa Markets
How we serve customers
Thriving markets don’t happen by accident.
Specialist markets and industries find success when the right
people from all over the world – buyers, sellers, decision makers,
researchers, product creators – come together to swap ideas,
discover the latest products and trends, meet new customers, see
the competition, understand what buyers want and do business.
Informa Markets helps specialist markets to innovate and grow
by creating opportunities for customers from around the world
to connect, learn and trade.
Through more than 450 business-to-business brands in over
15 specialist markets, we organise large-scale branded and
transaction-oriented exhibitions where customers meet and do
business. We also deliver year-round online platforms where
companies showcase products and buyers conduct research,
and we provide data, digital content and information that support
the flow of knowledge and transactions in markets.
We work with customers that source
globally and distribute globally, year-
round. Our brands help them do that:
supporting customers and specialist
markets to trade, grow and succeed
Highlights and results from 2019
• Informa Markets delivered underlying revenue growth of
4.3%, led by continued strength in our top 40 brands, covering
markets such as Health & Nutrition (Natural Products Expo West,
Vitafoods Europe), Pharma (CPhI Worldwide and CPhI China) and
Hospitality and Food (Hotelex, Hofex).
• Good progress was made with the Fashion GAP, a programme
of activity to return the Fashion portfolio to growth by 2021,
including steadily improving customer feedback and the
successful consolidation of MAGIC into one Las Vegas venue.
• We managed through several one-off market impacts, including
civil protests in Hong Kong and the 2019 effect of Expo 2020 in
Dubai. These issues disrupted certain events and generated
some additional costs.
• As part of the AIP, the Division rebranded from Informa
Exhibitions to Informa Markets, better reflecting our broader
role in supporting specialist markets and our expansion in digital,
data and content services.
• New partnerships brought more depth in several specialist
markets. This included adding the CAPA to our Aviation portfolio,
strengthening our data capabilities and expanding our footprint
and customer relationships in Asia. We extended our partnership
with the Principality of Monaco into the Premium Lifestyle
market, adding our portfolio of Arts brands to an International
Yachting joint venture.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review: Informa Markets continued
Opportunities for growth and customer success
Continued exhibitions industry growth: The global exhibitions
industry is large and growing as demand for face-to-face platforms
remains strong. Valued at $33bn, AMR International predicts its
growth at 4% a year between 2019 and 2023 and Informa Markets
is the largest organiser by revenue. Having significantly expanded
in international reach over the last five years, our portfolio has
balance and breadth, with strong positions in the largest two
markets, the US and China, as well as within growth markets like
India and parts of South East Asia. New and expanded venues
continue to come on stream, most recently in China’s Shenzhen,
providing additional opportunities for growth through floor space,
volume expansion and new launches.
Building positions in dynamic markets: Informa Markets is
focused on building positions in specialist markets. As described
in Trends in our Markets (pages 22 to 29), these tend to be large,
fragmented, international and dynamic. Markets like Health &
Nutrition, Licensing and Beauty have high levels of innovation,
making exhibitions a powerful platform for promoting new
products and services.
Complementing face-to-face with digital opportunities: The
value of efficient and targeted face-to-face interaction in a digital
age remains high. Exhibitions provide this at scale while businesses
also seek targeted connections throughout the year, and so we
continue to build digital platforms to complement and enhance
the product promotion and discovery that happen at events.
Our MarkitMakr platform is the most developed of these, with
over 40 brands now live on one of the versions of the platform.
Investing in talent and capabilities: To stay ahead of industry
developments and customer needs, we invest in training and
deliver learning in multiple formats. In 2019 Informa Markets
partnered with the International Association of Exhibitions
and Events to offer its Certificate in Exhibition Management
qualification to all colleagues, the first time it has been delivered
in partnership with a company. 2020 will see a dedicated IM Digital
training programme, and a new Inspired 2 Lead course to enhance
the impact our leaders have with their teams.
Informa Markets in 2020
Informa Markets continues to focus on helping the specialist
markets we serve to flourish and grow. This is delivered by
continuing to build depth in these markets and extending our
reach into new parts of the supply chain and new regions.
Strengthening our knowledge and presence in specialist markets,
further developing our digital platforms and broadening into other
products and services will bring us closer to customers
and enhance the ability to offer insight and connections.
At the start of 2020, similar to a number of businesses Informa
Markets is seeing an impact from the outbreak of COVID-19.
As the implications of COVID-19 started to become apparent
in late January, initially in mainland China, we moved quickly to
deploy a material postponement programme to reschedule and
rephase our event brands, ensuring we made the right decisions
for our customers, for the brands we own and operate and for the
specialist markets we serve and support.
For those brands we have rescheduled, localised or virtualised in
2020, we would expect to incur some incremental investment in
venue capacity, customer marketing and other duplicative costs
of rescheduling and virtualisation, subject to in-market support
budgets and insurance outcomes.
We will continue to explore partnerships that add further depth
in one of our chosen specialist markets, or add a complementary
capability to what Informa Markets has today.
In Dubai, we have formed a partnership with Expo 2020, a six-
month series of events expected to attract millions of visitors and
the Middle East’s first World Expo. Several Informa Markets events
will be staged as part of the Expo and we have also been appointed
as its official ticket reseller.
As part of Informa’s FasterForward programme, Informa Markets
will extend its work to improve the sustainable practices of our
own events and to use our platforms to support the sustainable
development of the specialist markets we serve.
As described on page 50, our 12-point sustainable Fundamentals
checklist will start to become a mandatory requirement for all
Informa Markets events and we will increase adoption of reusable
stands and renewable energy at events, amongst other features.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Championing the specialist
Fresh ideas at Natural Products Expo
In 2019, over 80,000 people from the
world’s natural, organic and healthy
products community convened at the
39th Natural Products Expo West
event in California.
In this specialist market, our team seeks to champion its
customers to do more and ultimately to help bring more
health to more people.
And as you might expect of an exhibition that spans 50,000
sq.m, there are many different reasons to attend.
In a wrap up of the 2019 event, Jimbo Someck, owner of
Jimbo’s... Naturally, said: “I enjoy going to Expo West every
year to discover exciting new natural and organic products...
for me, one of the best parts is making personal connections
with people I’ve talked to throughout the years and meet
new faces.”
As a gathering point for the international community, the
event can be an ideal place to introduce new products.
In a press release, the all-natural plant-based sausage
brand High Peaks announced plans to launch four new
flavours. “We are eager to make many exciting connections
with customers, distributors and buyers at the Expo... we
look forward to increasing brand awareness around our
product,” the company reported.
In 2019, distributor KeHE took its participation to a wider
level in an initiative co-sponsored by Informa Markets.
Food staples donated by KeHE partners were packed by
show attendees and distributed by the Children’s Hunger
Fund in the local community.
“We’ve always been struck by the contrast between the
seemingly endless food supplies at Expo West and the
economic need in the surrounding neighbourhoods. This
event is our effort to address that imbalance and literally
put food on the table for local families who may be
struggling,” said KeHE in a press release.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review: Informa Tech
Informa Tech
Informing and inspiring technology specialists
68
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Gary Nugent
CEO, Informa Tech
Technology can be a huge force
for good, and we’re here to inspire
the community to design, build and
run a better digital world
Technology is both a market in its own right and
a way of life and work.
It sits at the heart of virtually every commercial activity, and any
professional or business seeking to know more or do more will,
at some point, consider how technology can enable them.
Technology is also a market where change is constant, yesterday’s
innovation is today’s business as usual, and the next new thing is
just around the corner.
Informa Tech was created in 2019 as a single market-focused
Division, under one leadership team, to house all of Informa’s
technology brands, products, teams and capabilities. It aims
to better address and serve the broad and dynamic market for
technology by pooling our expertise, relationships and reach,
ultimately delivering growth that is greater than the sum of its parts.
Informa Tech serves six major areas of technology, with brands
and experts in critical communications, emerging technology,
enterprise IT, media and entertainment, information security
and the service provider market.
Through specialist data, research and consultancy, training and
digital media, and content and networking delivered at major
branded events and festivals, we help technology specialists and
those wanting to apply technology know-how to their businesses
to learn more and do more.
Highlights and results from 2019
• In its first full year as a Division, Informa Tech’s focus was to
deliver on its immediate trading priorities and customer targets
while creating a unified business and brand, and to lay the
foundations to achieve more in the future.
• In 2019 the business delivered consistent growth and
performance, meeting its underlying revenue growth
target of 2.0%.
• Results were driven by strong performances from major brands in
Information Security (Black Hat), Artificial Intelligence (AI Summit),
Gaming (Game Developers Conference), Enterprise IT (Enterprise
Connect) and at our UK London Tech Week festival.
• In August 2019 we acquired the majority of IHS Markit’s TMT
Intelligence business. This has brought significant scale to our
research and data brands, adding more subject matter experts
in areas such as Communications, Information and Emerging
Transformational Technology, and extending our presence and
relationships in China, Japan and South Korea in particular.
• As a further step in extending our networks and adding
capabilities, in late 2019 Informa Tech formed a partnership with
Founders Forum, the leading community for entrepreneurs,
investors and leaders in digital and technology.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review: Informa Tech continued
Opportunities for growth and customer success
The growing global technology market: Informa Tech was
formed to serve professionals and communities working in and
with technology: a broad, global and growing market. Spend on
technology was estimated at nearly $3.5tn in 2019, from $3tn in
2014, as businesses all over the world look to invest in technology
to grow, develop and maintain their competitive edge.
As technology becomes more embedded in everyday life, the line
between technology and business is blurring. Buying decisions
that were once made by chief information or technology officers
are now made by a finance director, marketing director or head
of manufacturing. This is adding to the range and number of
technology decision makers within companies, expanding the need
for specialist data and knowledge to make investment decisions.
Dynamic specialist sectors: Within technology, we operate in
areas that are dynamic and growing, and where access to the
latest thinking and training opportunities are highly valued.
Global spending on information security, for example, was
projected to reach around $125bn in 2019, an increase of over
8% on the previous year, with a gap of nearly three million skilled
workers identified in the sector. Businesses that provide quality,
specialist training and platforms to help understand the latest
trends and solutions fulfil a market need. The pace of change
in technology ensures there is constant refresh and new areas
of demand.
Where experts meet experts: By operating as a single, market-
focused business, we believe there are immediate opportunities
from presenting current and new customers with our range of
knowledge-based services in a more deliberate and co-ordinated
way. Over time, as we broaden our range of services and move
closer to customers, this can help us move from a transactional
to a more strategic relationship with customers.
We also see longer-term opportunities from greater internal
collaboration and knowledge sharing. Where our subject matter
experts have deep insight into market trends and developments,
this will support us in adapting and launching products and services
in a timely manner to meet future demand. Several internal
initiatives are already underway to foster this, including Showcase
IT, a best practice sharing programme, Champion IT, a reward
programme recognising those who lead by example, and an annual
leadership conference.
Informa Tech in 2020
After a busy year of forming as a Division, integrating the IHS Markit
TMT business and establishing Informa Tech in the market, the
business is well positioned to expand its current relationships into
new areas and products, extend its reach with new customers and
develop and enhance our brands and services.
Early 2020 saw the launch of Omdia, our newly combined and
branded research and data business formed from the Ovum,
IHS Markit TMT, Tractica and Heavy Reading businesses. We are
excited by its potential as an integrated, larger and more powerful
proposition, supported by more than 400 expert analysts and
specialist consultants, and have an ambition to become a true
leader in specialist technology research and data.
The addition of IHS Markit’s TMT portfolio has expanded Informa
Tech’s presence in Asia, extending our coverage of Asian technology
companies and markets and relationships with regional customers.
This offers exciting opportunities for the cross-promotion and
cross-marketing of our products and services.
Following the outbreak of COVID-19 in early 2020, we have
been closely monitoring developments and feedback from
customers within Informa Tech’s events portfolio. As part of the
postponement programme, a number of events have been moved
to later in 2020. We believe that the strength of our brands and
customer relationships put us in a strong position to recover
following a one-off impact in 2020.
See pages 30 to 33 for a discussion between Informa Tech
leaders on the creation of the business
70
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Championing the specialist
Getting real at AI Summit
Artificial intelligence (AI) has fast
reached a stage when it is no longer
a nice to have, but an essential
technology for companies looking to
improve, grow and succeed globally.
Indeed, Omdia forecasts that by 2025, revenue generated
from implementing AI software will hit $105bn.
Across Informa Tech’s suite of AI products, AI Summit is,
we believe, the largest AI event for business in the world,
and its grounding in business and practical ideas makes
it a draw for a range of companies.
In video interviews at AI Summit in New York in 2019,
attendees shared their AI business priorities and what
they gain from learning and gathering at the event.
For Salah Khawaja at Bank of America Merrill Lynch:
“The focus is all on acceleration. How do we accelerate
our data science efforts, how do we accelerate our
innovation efforts, that’s what I find very valuable.”
He told us: “I’m really just impressed with the ideas that get
generated here. You get out of the day-to-day workflow
and you come here and you’re just focused on ideas and
thinking and absorbing so many different perspectives.”
When asked what words best described AI Summit,
“grounded” came to mind for Mark Tabladillo from
Microsoft, “in the sense of yes, we do want to inspire to
a new future. But I think the realistic expectation that so
many have been setting, not just from the talks but from
the different conversations.
“I don’t feel like it’s a sales pitch. I feel that the
speeches I’ve heard are really giving a good grounded
understanding of what AI is and giving a chance for
people to think through what are the important issues.”
Lori Beer from JP Morgan, who gave one of the keynote
speeches, said that for her, “It’s an opportunity for us to
share our story but also to learn from others.”
One example of its AI work “is the way that we can use
the massive amounts of data that we have… which will
allow us to build better products and services. We also
share that information publicly… because we all know
to create a better community we want to continue to be
able to uplift everyone to get access to financial services.”
71
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Divisional Review: Taylor & Francis
Taylor & Francis
Knowledge that advances society
72
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Annie Callanan
CEO, Taylor & Francis
Today, we’re curating advanced
theories plus emerging ideas that have
never previously existed, through
delivery methods that go far beyond
shelves and any proprietary platform
Behind every scientific discovery, advance in
clinical treatment, progress in understanding in a
field of study and most new commercial products
lies a body of research.
Original, cutting-edge, high quality research conducted by
scientists, academics, professionals and leading thinkers
at universities, in research and development labs and in
specialist organisations.
Research that has been commissioned or submitted; assessed for
originality, quality and relevance; accepted, reviewed, verified and
corroborated by fellow experts; edited and produced, digitised and
tagged, published, distributed, hosted and promoted.
This is the market in which Taylor & Francis operates.
Taylor & Francis curates and publishes high quality peer-reviewed
research, connecting specialists to knowledge that helps them
learn more, and helps advance progress in their fields of study,
their sectors and broader society.
We serve dozens of specialist market categories across the
Humanities, Social and Behavioural Sciences, Science, Technology
and Medicine, and have a significant depth of content with research
dating back to the 1700s.
Research is published under a number of respected and reputable
specialist brands including Routledge, CRC Press, Dove Medical
Press and Taylor & Francis, and is available in multiple formats and
through a range of publishing models and purchasing plans.
Highlights and results from 2019
• Taylor & Francis delivered another year of consistent growth and
performance, with 2.4% underlying revenue growth.
• Our performance was based on solid rates of annual and
multi-year subscription renewals in the Journals business,
which accounts for around 55% of T&F’s revenues, good growth
in our Open Access (OA) business and a steady performance
in Books.
• We signed our first Read-and-Publish deals incorporating
both subscription and OA content, including a new three-year
partnership with Norwegian consortia UNIT.
• Investment in specialist content continued, with 7,300 new
books and over 150,000 journal articles published in 2019.
Article submissions have grown at just under 10% per year over
the last four years. We formed new publishing partnerships,
including with the Oral History Association (see page 44)
and launched new digital products such as the Sustainable
Development Goals Online library (page 49).
• Growing demand for scholarly research and advanced learning
products from China and India continues, as do levels of
scholarship and authorship in those countries. These two
markets accounted for around 8% of T&F’s sales in 2019.
• 100% of our journals and journal articles are digital and our
books are available in multiple formats, with an increasing
amount of electronic sales. Ebooks accounted for 31% of total
book sales in 2019.
73
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Taylor & Francis in 2020
We are continuing to see good demand for specialist, upper-
level content, underpinned by a steady upward trend in tertiary
education enrolments (where research is consumed and from
where the next generation of authors comes) and a global market
for research and development that stands at $1.7tn.
Against this backdrop, Taylor & Francis aims to maintain a
consistent commercial performance and to strengthen its position
as one of the world’s leading publishers of advanced knowledge
products and services.
This requires ongoing investment in specialist content and the
platforms through which it is delivered. It also means maintaining
flexibility with customers, developing new formats and different
pricing models to provide choice when purchasing from us.
Supporting researchers with their careers is another area of
continued development. Recent initiatives by our Author Services
team include the How Researchers Changed the World podcast,
highlighting individual authors and research, and publishing and
promoting a guide for researchers on handling online harassment.
As part of Informa’s 2020 sustainability programme, FasterForward,
T&F’s focus will be on achieving carbon neutral certification for
its print products and finding new ways to use the power of its
content to advance knowledge and discovery in our communities
and markets.
Divisional Review: Taylor & Francis continued
Opportunities for growth and customer success
Discover and use content more easily: With depth in content
comes the challenge of how to make research as discoverable and
usable as possible. Under GAP, T&F made significant investments in
digitising and tagging journal and book content to a more granular
level, improving discoverability and making retrieving
and connecting relevant knowledge easier.
Investment in discoverability continues in areas such as search
engine optimisation and ecommerce. Beyond our own platforms,
T&F is working with partners such as Google Scholar to ensure
research can be more widely found.
We are also enhancing the flexibility and utility of our content when
it is discovered. This includes trialling eReaders that make it easier
to read, annotate and share research on the move and improve
accessibility for the visually impaired. Similarly, we launched a new
Researcher app in 2019 that delivers personalised alerts on new
research in a social media-style feed.
Flexibility and choice in publishing and access: OA publishing has
existed for 20 years and is an increasing feature of the scholarly
research market, although uptake and preferred OA models vary
across subject categories and countries.
For institutions, T&F continues to focus on providing choice in
subscription and purchasing models, aiming to take a flexible
approach that balances the value and cost of maintaining the
quality of content with the evolving preferences of researchers
and funders. T&F currently publishes over 280 fully OA titles and
provides a hybrid option to publish OA across the vast majority of
our other subscription journals.
OA publishing also requires specialist knowledge and expertise.
In 2017 T&F strengthened its OA capacity and capabilities in terms
of people, workflow and production processes by acquiring Dove
Medical Press. In January 2020, we further strengthened our
position through adding F1000 Research, the world’s first open
research platform. This takes us into a new area and offers authors
more flexibility to publish rapidly, with greater autonomy through
the process. It also brings strong relationships with institutions
and funders who use the F1000 platform as a white-labelled
publishing solution.
Efficiency and speed of production and support: As the shape and
demands of the academic publishing market evolve, T&F is in turn
adapting its structures and processes. As one example, AI-based
software is being used to assess article submissions more efficiently
by analysing the language standard of research and automatically
routing manuscripts to the right editorial support. This speeds up
publication lead times and reduces article publishing costs.
74
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Championing the specialist
The sustainable soldier
At Taylor & Francis, there is no such
person as a typical researcher.
Colonel Divakaran Padma Kumar (DPK) Pillay is a case in
point. As an officer in the Indian Army he was shot, lost
part of his leg to a grenade and succeeded in saving the
lives of two children.
But he argues his next move into research and
authorship was simple logic: “I saw so much destruction
around us, and the exploitation of our resources, that’s
the reason I chose to study sustainable development.”
His initial focus was to understand security on a human
level in India. “There was a disconnect between a country
equipped with the latest weaponry and aircraft that still
has people digging wells for 25 rupees a day. Security is
not merely defending one’s borders but ensuring every
citizen is free from fear, hunger and want. It also lies in
ensuring that every child who is born enjoys a certain
future which is not lost to malnourishment, illiteracy
or disease.”
With colleague TK Manoj Kumar, he followed this with
a further paper on food security, and the paradox that
India is one of the world’s largest producers of food, yet
one in four of its population still goes hungry.
DPK Pillay chose his work to be published by Routledge,
a Taylor & Francis imprint founded in 1836.
“We wanted an international journal and Routledge, as
one of the most established houses in the world, gave the
work a considerable profile. We also wanted a rigorous
peer review – you can easily believe that you know it all –
and their process gave us some excellent input.”
The two works have collectively received over 7,000
downloads, and the food security paper was cited in
another scholarly work within six months of publication.
As part of a wider promotional support programme,
DPK’s research was also selected for a Taylor & Francis
podcast series, How Researchers Changed the World
(www.howresearchers.com), which highlights the societal
impact of research. To date the series has been listened
to over 13,000 times, with DPK’s episode one of the
most popular.
75
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Divisional Review Global Support and Group Operations
Global Support
Simple, effective and expert support and service
76
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Patrick Martell
Group Chief Operating Officer
We’re helping to enhance the
experience customers have when
dealing with Informa, and also helping
our colleagues and businesses to work
with more freedom and fewer barriers
Behind Informa’s five Operating Divisions lie our
central support teams and Group Operations,
in a business group we call Global Support.
Enhancing operating capability
Group Operations was created as a single function in 2018 following
the Company’s expansion under GAP and through the acquisition
of UBM.
Group Operations is the largest single area in Global Support. It is
one of the functions that most directly impacts the experience
customers, suppliers and other business partners have when
engaging with Informa, and its effectiveness helps teams in every
Division and business work more easily and do more in their
markets and roles.
Group Operations is where orders and purchases are fulfilled
and subscriptions are renewed and billed; where many customer
service enquiries are answered; where major supplier relationships
are managed and invoices settled; where the technology and
platforms that underlie our business activity are powered from;
where our office real estate is managed from; where day-to-
day relationships with banking partners and tax authorities are
maintained; and where the data and reporting for finance and
HR are generated.
Its focus in 2019 and for 2020 is to identify opportunities to simplify
the Group’s operations, reduce complexity and make the most of
Informa’s operating scale to deliver a better service to customers
and colleagues.
In doing this, we also expect to improve operating efficiency.
Group Operations contributed to the £50m of cost savings
delivered in 2019 as part of the AIP, having focused mainly
on procurement, software licences, real estate and other
major contracts.
Work is now underway to reduce the number of enterprise
resource platforms in place and the amount of customised
versions, allowing Group Operations to better support users
and improve the speed and quality of data and reporting.
We are also introducing a new system for payment collection.
This is coming into effect in early 2020 and will provide customers
with an improved way of checking accounts and making payments
online at any time, while also enhancing payment communications
and management of customer enquiries.
As part of the AIP brand programme, Group Operations has been
heavily involved in a project to update our legal entity names,
ensuring our Company name appears correctly on bank accounts,
invoices, and customer and supplier materials, creating more clarity
and consistency for those working with us.
77
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Key performance indicators
Measuring performance and growth
Informa’s Directors and management team
use nine Company-wide financial and non-
financial measures to track the Group’s growth,
performance and the delivery of strategy.
Each Informa Division tracks a range of other metrics relevant to its
business model and priorities, such as subscription renewal rates,
rebooking rates and customer satisfaction.
Some Group KPIs are alternative performance measures, chosen to
provide comparability from year to year and as useful explanations
of the Group’s business performance.
Further details on how several financial KPIs are calculated and
their reconciliation to statutory measures are on page 235.
Page 235: Glossary of alternative performance measures
Page 8: Group strategy
Page 20: How Informa operates
Business sustainability:
Dow Jones Sustainability Index (DJSI)
Use of natural resources:
Greenhouse gas emissions
Definition: Levels of carbon dioxide or greenhouse gas (GHG) emissions are one
measure of our use of natural resources. Calculations are based on GHG Protocol
and Defra guidelines. Scope 1 emissions are those from natural gas heating,
refrigerant gases and vehicle and generator fuels and Scope 2 emissions are
from electricity.
We present emissions in the UK and in the rest of the world (ROW) separately for
added clarity. Location-based emissions are calculated as the average emissions
intensityofelectricitygridswherewehaveoffices,andmarket-basedemissions
take into account green energy purchasing. We compensate for unavoidable
emissionsbypurchasingcertifiedcarbonoffsets.
Performance:Wecontinuetofocusonenhancingourenergyefficiency.In2019
thisincludedinstallingLEDlightinginourlargestLondonofficeand700+solar
panelsatourBoulder,Coloradooffice.Considerableprogresswasmadeto
transitionourelectricitysupplytogreenenergy,withmorethan95%ofoffices
having a green energy supply, from 15% in 2018. Some of our 2019 carbon data
has gained limited external assurance from Bureau Veritas.
Target:In2019wewerecertifiedbytheScienceBasedTargetsInitiativefor
targets to keep global temperature rises below 2°C. These include reducing
absolute Scope 1 and 2 emissions by at least 50% compared with 2017.
Our FasterForward programme includes a commitment to becoming carbon
neutral by 2025 and net zero carbon by 2030. See pages 48 to 51 for more details.
92nd/65
96th/68
2019 percentile/absolute score
2018 percentile/absolute score
.
Definition: The DJSI ranks listed companies on their achievements in economic,
social and environmental areas relevant to long-term corporate performance.
For Informa, it is one indicator of the sustainability of our business operations
and our performance according to broader stakeholder measures.
Performance: Informa maintained its position in the DJSI World Index, which
comprises the top 10% of participating companies. Our absolute score fell slightly
as a result of the AIPandadefinedperiodwhenpoliciesandprocesseswere
being integrated and so were not comprehensively applied across the Group.
Target: To continue to maintain our position in the DJSI World Index and improve
our absolute score by progressively enhancing our sustainability practices,
through programmes such as FasterForward (pages 48 to 51).
Colleague support and participation:
Engagement index
80%
January 2019
78%
December 2017
Definition: We rely on the skills, contribution and engagement of our colleagues.
Colleagues are invited to provide views on the experience of working inside
Informa through an annual survey. The results form an engagement index.
Performance: 65% of colleagues participated in Inside Informa Pulse in January
2019withaconsistentengagementlevel.Participationinthefirst2020edition
had just closed at the time of publication.
Target: To maintain participation rates at over 50% and maintain a strong
overall score through a range of colleague engagement, support and recognition
measures (see pages 38 to 41).
78
Energy consumption
(kWh)
Scope 1
emissions (tCO2e)
Scope 2
location-based emissions
(tCO2e)
Scope 2
market-based emissions
(tCO2e)
Total Scope 1 & 2
location-based emissions
(tCO2e)
Intensity ratio
total location-based
Scope 1 & 2 emissions
(tCO2e/colleague)
Total Scope 1 & 2 market-
based emissions (tCO2e)
Carbonoffsetsusedto
compensate for remaining
emissions (tCO2e)
Residual carbon
emissions post green
energyandoffsets(tCO2e)
2019
2018*
UK
ROW
UK
ROW
6,090,688
24,508,922
7,154,036
27,774,838
742
3,248
869
3,907
970
5,726
1,206
5,804
0
397
616
5,768
1,712
8,975
2,075
9,711
0.49
1.16
0.63
1.48
742
3,646
1,485
9,675
742
3,646
n/a
n/a
0
0
1,485
9,675
* 2018 data updated as part of an enhanced calculation methodology.
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Measuring performance and growth
Group financial KPIs
Underlying revenue
growth (%)
1.0
1.6
2015
2016
2017
2018
2019
Adjusted operating profit
(£m)
Adjusted diluted
earnings per share (pence)
2015
2016
2017
2018
2019
365.6
415.6
544.9
732.1
933.1
2015
2016
2017
2018
2019
3.4
3.7
3.5
39.5
42.1
46.0
49.2
51.3
0,000.0
2019
Definition: Measuresunderlyingfinancial
performance and growth of the business. It refers
to revenue adjusted for acquisitions and disposals,
Formula: To determine length of bar ÷ by
phasing of events including biennials, impact from
largest figure x by new figure.
new accounting standards and accounting policy
changes,andtheeffectsofcurrencychanges.
Itincludesresultsfromacquisitionsfromthefirst
day of ownership in the comparative period and
excludes results from sold businesses from the date
of disposal in the comparative period. See page
235fordefinitionsandpage96forreconciliationto
statutory measures.
Performance: Sixth consecutive year of growth in
the Group’s underlying revenue growth.
Target: Further consistent underlying
revenue growth.*
0,000.0
2019
Definition: An alternative measure of the Group’s
operatingperformance,representingprofitbefore
tax, interest and adjusting items in a way that is
Formula: To determine length of bar ÷ by
comparable to prior year and Informa’s peers.
largest figure x by new figure.
Seepage235fordefinitionsandpage96for
reconciliation to statutory measures.
0,000.0
2019
Definition: Onemeasureofprofitabilityandthe
value created for Shareholders, adjusted for equity
issuance. It is one of the measures tracked within
Formula: To determine length of bar ÷ by
the Group’s executive remuneration plans. See page
largest figure x by new figure.
235fordefinitionsandpage100forreconciliationto
statutory measures.
Performance: There was strong growth in adjusted
operatingprofitfollowingimprovedgrowthin
underlyingprofit,thefull-yearcontributionofUBM
and impact of synergies and the timing of events,
withapositiveodd-yearbiennialeffectin2019.
Performance: There was an increase of 4.3%
on2018,reflectingafurtheryearofgrowth.
Target: Steady and consistent improvement
in adjusted diluted earnings per share.*
Target: Consistent growth in adjusted
operatingprofits.*
Free cash flow
(£m)
Leverage ratio
(%)
Dividend per share
(pence per share)
2015
2016
2017
2018
2019
303.4
305.7
400.9
503.2
722.1
0,000.0
2019
Definition: Anindicatorofoperationalefficiency
andfinancialdiscipline,illustratingthecapacity
to reinvest, fund future dividends and pay down
Formula: To determine length of bar ÷ by
debt.Itismeasuredascashflowgeneratedbythe
largest figure x by new figure.
businessbeforecashflowsrelatingtoacquisitions,
disposals and their related costs, dividends and
new equity issuance or purchases. See page 235
fordefinitionsandpage101forreconciliationto
statutory measures.
Performance: 2019 was another strong year of cash
generation,reflectinghigherunderlyingprofitand
strongconversionofprofitintocash.
Target:Consistentgrowthinfreecashflow.*
2015
2016
2017
2018
2019
2.2
2.6
2.5
2.5
2.9
2015
2016
2017
2018
2019
18.50
19.30
20.45
21.90
23.50
0,000.0
2019
Definition: Ameasureoffinancialstabilityand
discipline. It is calculated according to debt
covenants and is the ratio of closing net debt to
Formula: To determine length of bar ÷ by
covenant-adjusted EBITDA. This has been renamed
largest figure x by new figure.
from gearing to leverage ratio for 2019. See page 236
fordefinitionandpage103forcalculation.
Performance: Strongcashflowgenerationinthe
year reduced leverage from 2.9 times at the end
of 2018 to 2.5 times at the end of 2019.
Target: We target a range of 2.0 to 2.5 times, to
maintainfinancialstabilityandflexibility.Tofund
significantacquisitions,anincreasetoaround3.0
times is acceptable in the short term.*
2019
Definition: A measure of the value created for
Shareholders through business performance
and growth. Dividend per share represents the
Formula: To determine length of bar ÷ by
totaloftheinterimandthefinaldividendforthe
largest figure x by new figure.
financialyear.
0,000.0
Performance: Continued business growth and
deliveryin2019ledtheBoardtoproposeafinal
dividend up 7.4% on 2018.
Target: Progressive dividend payments, growing
broadlyinlinewithfreecashflow.*
* Subject to the 2020 impact of COVID-19.
79
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Risk management
Effective risk
management
For any company, risk will arise both as a natural consequence
of doing business and as part of the strategy it follows.
appropriate and effective ways to address risk; and to clearly
articulate how we manage them.
At Informa, as described on pages 8 and 9, we are focused on
market specialisation and growth, and our culture and guiding
principles give colleagues the freedom to think big and pursue
commercial and customer opportunities, while emphasising the
importance of building trust and long-term partnerships.
This approach, as well as our general business operations, entail
a mix of broad and specific risks. To support the Company’s growth
and culture, Informa aims to manage rather than eliminate risk: to
identify and understand business risks as fully as possible; to be
conscious and open about the risks we choose to take; to develop
The understanding and management of risk are carried out
through a set of governance structures, policies and frameworks,
which are continuously monitored and built upon.
Day to day, the aim is that colleagues and leaders make informed
decisions about risk as part of ongoing decision making, when
responding to changing circumstances and when planning more
significant initiatives, and, through applying this approach, deliver
better results by knowing what actions they need to take and what
resources are required to deliver them.
Risk management governance framework
Governance
Risk governance function
Outputs
• Sets tone from the top
• Positions risk appetite and tolerance
• Challenges lines of defence
• Accounts to Shareholders
Guidance and direction
• Independently checks and challenges 1st and 2nd lines of defence
• Provides assurance to the Board
Audit and Board reports
• Provides advice and guidance to the 1st line of defence
• Advises the Divisions and Board
• Accounts to Audit Committee
Group risk register
Principal risks
Audit and Board reports
• Identify and manage risks
• Receive guidance
• Report to Risk Committee
Divisional risk registers
Board
oversight
Audit
Committee
3rd line of
defence
Risk
Committee
2nd line of
defence
Divisions
1st line
of defence
80
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Deepening focus on principal risks
During 2019 we conducted additional, focused work on the Group’s
12 principal risks, increasing the depth of understanding and
reporting and clarifying accountability at executive level. This has
further helped the Board monitor and review the effectiveness of
the Group’s internal control framework.
For each principal risk, a statement of risk appetite and tolerance
was developed and individual principal risk reports introduced.
These reports show how far material financial, operational and
compliance controls and mitigations have been implemented and
help to clarify and report on our response to the risk.
Each principal risk was also given an explicit owner from Informa’s
Executive Management Team (EMT) who is accountable for the
overall management of that risk, helping ensure activities are
appropriately overseen.
Individual Risk Committee reviews were introduced, to discuss each
principal risk in a detailed way with the accountable EMT member
and, where applicable, the subject matter expert, and agree
any additional actions necessary to manage the principal risk.
The outcomes of review meetings are reported at the quarterly
Risk Committee meetings.
During the year, our Risk Policy and Risk Framework, based on
recognised international standards, were also reviewed and
refreshed to reflect the Group’s expanded business, revised
operating model and our updated guiding principles.
Key roles in risk management
The Board plays an important role in effective risk management
and oversees a governance model that includes three lines
of defence.
The overarching appetite and tolerance for risk at Informa is
formally articulated by the Board. The Company consequently
follows three principles that seek to balance economic reward with
the specific and overall risk entailed from pursuing the Group’s
growth strategy:
1. Risks should be managed consistently with the Group’s strategy,
financial objectives and guiding principles
2. Opportunities should only be pursued where the scope for
appropriate reward is supported by an informed assessment
of risk
3. Risks should be actively managed and monitored through the
appropriate allocation of management and other resources
Through risk governance structures, policies, frameworks,
processes and reporting mechanisms, Directors are provided
with the information and insight to make a robust assessment
of the most significant risks and understand how these risks are
being mitigated in line with the stated risk appetite and tolerance.
The Board also plays a role in monitoring the Company’s culture
and setting a strong tone from the top, which directly supports
effective risk management
A summary of the roles for risk governance can be seen in the
framework diagram opposite.
The risk management process
The Risk Committee follows a clear and simple process to identify
the Group’s most significant risks, and ensure they are understood,
managed appropriately, monitored and reported internally
and externally.
• Each Division presents its risk register to each quarterly Risk
Committee meeting
• We use our risk categorisation to analyse the Divisional risk
registers. The most significant or frequent Divisional risks are
recorded on the Group risk register
• We scan for emerging risks quarterly and through dedicated
workshops and assess findings to see if they should be included
in Divisional or Group risk registers
• We add any risks that only apply at Group level to the Group
risk register
• The most significant risks on our Group risk register form our
principal risks
• Every principal risk is assessed for our financial viability
scenarios, to see if they could have a material financial impact,
either on their own or if they materialise together
• Principal risks with material financial impacts are modelled for
viability testing
81
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Risk management continued
Relative net risk ratings of principal risks, and movement in risk ratings
6
2
8
4
7
7
12
11
1
9
10
3
5
D
O
O
H
I
L
E
K
I
L
Key
Indicates direction of change
in risk rating
• Indicates position at beginning
of 2019
1. Economic instability
2. Market risk
3. Acquisition and integration risk
4. Ineffective change management
5. Reliance on key counterparties
6. Technology failure
7. Data loss and cyber breach
8. Inability to retain key talent
9. Health and safety incidents
10. Inadequate response to major incidents
11. Inadequate regulatory compliance
12. Privacy regulation risk
IMPACT
Rating risk
We rate risks by considering their potential financial and non-
financial impacts and the likelihood that they will happen, using
a consistent rating grid to compare and prioritise risks.
Each risk has two ratings. The first rating is the gross risk rating,
which assesses the potential exposure if nothing is done to manage
or mitigate the risk. This helps to understand the maximum potential
impact and likelihood of the risk and form a baseline risk rating.
The second rating is the net risk rating, which considers all the
controls and mitigations currently in place to reduce the likelihood
of the risk occurring, or to reduce the impact of the risk, or both.
Gross and net risk ratings are regularly reviewed to consider
whether the external or internal context has changed, or whether
the Group’s strategy or specific business objectives have changed,
and the extent to which the net risk rating is accurate, given the
effectiveness and implementation status of current mitigations.
We also consider the net risk rating in relation to the Group’s
risk appetite and tolerance, to confirm whether sufficient risk
management is in place to manage the risk within our tolerance,
or whether further actions are required.
Changes to principal risks
The names of two principal risks have been changed to better
reflect their connection with Informa’s activities and strategy
today. Full details of each principal risk, its movement, owner,
our risk appetite and mitigating activities are included in the
tables on pages 84 to 90.
Following a review, it was concluded that Informa’s increasing scale
and ongoing work to strengthen its brand position have made
the business more attractive as an employer. As a result, we have
renamed the risk of inability to attract and retain key talent as
inability to retain key talent. Its overall impact and likelihood have
also been reduced, partly due to the effectiveness of programmes
used to retain key talent that joins Informa through acquisitions.
The principal risk of major incident has also been renamed as the
risk of inadequate response to major incidents, after a review that
concluded that the majority of our controls address the potential
impacts of major incidents. Since the end of the year, we are
refining our response and monitoring the impacts of COVID-19.
The rating at the time of going to press reflects our current
assessment that the likelihood of a major incident has increased.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Assessment of emerging risks
As well as assessing ongoing risks, we continue to consider how the
business could be affected by emerging risks over the long term.
These are risks which may develop but have a greater uncertainty
attached to them. It is often possible to predict the potential
impacts of emerging risks, but less possible to predict their
likelihood, timing and velocity.
Based on a risk assessment of the most impactful no-deal Brexit
scenario and risk assessments at Group, Divisional and functional
levels, Brexit is not a principal risk to the Group. The potential
financial impacts are considered immaterial due to the diversified
international breadth of Informa’s business and a low reliance
on cross-EU/UK border physical goods movements to deliver our
services and products.
Where Brexit risks exist, detailed contingency planning has taken
place to minimise business interruptions, including in areas such as
the physical supply of books to customers in the EU, and planning
for any initial logistical and travel challenges for events close to the
proposed exit day.
In the area of tax, the Group takes a principled and low risk
approach, which limits the likelihood of disputes with tax
authorities and makes unexpected material tax liabilities unlikely.
The risk of currency fluctuation exists, particularly in the relative
value of sterling and the US dollar, which continues to be managed
by the Group Treasury team by ensuring the currency of the
Group’s borrowing are aligned with the currency of the Group’s
largest sources of cash generation.
At the time of going to press, COVID-19 is an emerging risk. As health
and government authorities are reporting, the situation continues
to develop in China, Asia and in locations around the world. We are
following the biosecurity and safety guidance of the relevant
government and local authority as well as guidelines issued by the
World Health Organization and have adopted a postponement
programme to reschedule and rephase affected event.
Planning and response are being led by the EMT based on an
internal framework for decision making, a regular assessment of
local, personal and commercial impacts and actions to support
colleagues and customers. Communications and guidance
are being regularly issued internally at a Group level as well
as divisionally and locally. We will continue to closely monitor,
assess and respond to this risk as it develops.
Overall assessment of risk management
We confirm that, through the processes and governance outlines
above, we have performed a robust assessment of the Company’s
emerging and principal risks and these are presented on the
following pages.
At each quarterly Risk Committee meeting, each Division is asked to
highlight any new or emerging risks. We also hold specific sessions
with Senior Management teams to scan for significant emerging
risks. During the year, the Risk Committee held a specific review of
emerging risks and concluded that these are captured effectively
through our risk management processes.
As a business operating in the Knowledge and Information
Economy, our products have a role to play in helping our customers
and their markets develop in a sustainable way, as described on
pages 48 to 51.
Informa’s major branded events convene international markets,
industries and professional communities, helping businesses
and individuals to learn, discover, share knowledge and transact.
Our platforms are highly efficient, gathering communities in one
place at the same time, which might otherwise require multiple
visits to multiple locations.
Despite this efficiency we create for customers, flight shaming,
higher environmental taxes on flights and/or a more stringent
focus on travel by businesses have the potential to have some
impact on attendance at some of our events businesses in the
future. Equally, it could potentially shift interest towards digital
forums or other digital engagement platforms, an area we have
been building capability in for some time.
Climate change risk and opportunity are captured through our
normal risk governance process and emerging risk reviews. We do
not currently identify climate change as a principal risk individually,
as the potential impact and response to climate change are
considered as part of other identified risks and mitigating activities,
such as inadequate response to major incidents. We recognise
for instance that climate change is one cause of the increasing
frequency and severity of severe weather-related events, which
could impact our choice of event location and timing. We are
developing the Group’s response to the recommendations of the
international Task Force on Climate-related Financial Disclosures
regarding expanding available information on climate change
impacts. See our Sustainability Report, available on the Informa
website, for additional details on our climate change consideration.
The demand for Open Access to academic research continues to
grow at a consistent and steady rate, creating both opportunities
and challenges for publishers. Taylor & Francis has invested
significantly in strengthening its OA capabilities and output to
ensure it is offering flexibility for customers as described on pages
73 and 74. The full range of potential opportunities and risks
continues to emerge, but this risk is not considered material for
the Group.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Principal risks and uncertainties
Principal risks
1. Economic instability
The stability of the wider economy affects customers, who may choose not to purchase certain products or services in a local, global or market-
specific downturn and therefore impact business revenues and growth. It could also present an opportunity to acquire businesses at a lower cost.
Fluctuations in currencies due to the relative positions of economies can positively or negatively affect financial results.
Modelled for viability assessment: Yes
EMT owner: Group Finance Director
Movement in the year: Global developments have increased potential
impacts, whilst our increased scale and breadth reduce the likelihood of
a major impact to the Group.
Risk appetite
Informa has a moderate risk appetite to extend the business to operate in emerging and new markets that present opportunities for growth and
investment. The Group’s international scale exposes us to a variety of economic conditions, and this breadth dilutes the effects of downturns in
specific geographies.
Mitigating activities
• The progressive building of greater balance and breadth in the portfolio delivers geographic and portfolio diversification, which makes us more
resilient to localised market or country-specific economic instability
• We target strong cash flow generation and scale, which builds resilience to economic downturns
• Economic risk and opportunity are considered in the three-year planning process, and Board, EMT and Division-level review and planning meetings
constantly review the macro-economic environment
• Trading results are monitored against budgets through the monthly reporting process, highlighting any effects from economic instability and
informing ongoing commercial decision making
• Our exhibitions are among the leading commercial events for specialist markets and directly drive customers’ order books, so even in economic
downturns, attendance would be expected to remain relatively stable
• Exhibition revenue is often contracted in advance of the event and prepaid. Revenue from subscriptions is paid by customers at the beginning
of the subscription period
• We align the currency of the Group’s borrowing with the currency of the Group’s largest sources of cash generation to manage
currency fluctuations
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 2. Market risk
The specialist markets we serve can experience growth, decline, change and disruption. This can change customer needs, preferences and the
competitive environment for our products and services, and impact revenues and margins.
Modelled for viability assessment: Yes
EMT owner: Director of Strategy and Business Planning
Movement in the year: None
Risk appetite
We recognise the potential for growth and opportunity in the Knowledge and Information Economy. A relatively high level of risk taking is encouraged
to support innovation that keeps pace and tune with customer behaviour, therefore reducing the market risk that products become less relevant.
Mitigating activities
• Market risk is considered in strategy and investment decision making. It is also regularly considered by the Board, addressed as part of Informa’s
three-year planning cycle and monitored through our financial reporting process
• The breadth of the Group’s portfolio and diversity of specialist markets served expanded through adding UBM in 2018. This provides improved
•
resilience to disruption in individual markets
Informa Tech was founded in 2019. This is the Group’s first fully market-focused Division, combining all brands that deliver events, conferences,
exhibitions, research, data and media services to the technology industry, with the aim of strengthening our market position. We also added IHS
Markit’s TMT portfolio to the Division in the year
• The portfolio of our brands, services and products is reviewed and acquisitions are made to add to markets where we believe we have strong
growth potential, while reducing our offerings in those markets where we do not have the scale to succeed
• Where there are specific risks, plans are put in place to address them. A Growth Acceleration Plan for the Fashion portfolio in Informa Markets is
currently underway to address market risk and enhance our customer experience
• Open Access is an emerging risk and opportunity to academic publishing. We have invested in OA platforms and services to build our flexibility to
respond to customer demand
• Market research is undertaken when entering into new markets or developing or enhancing products
• Divisional People, Planning and Product meetings take place with the EMT, typically quarterly, to consider our strategy in the light of market trends
and risk and ongoing product development plans
Investment in the technology platforms that support our products continues
•
3. Acquisition and integration risk
Acquisitions can deliver lower than expected returns on investment and integrating businesses and assets can be more complex than anticipated.
Where due diligence, planning and post-acquisition performance are not successful, they can lead to diminished growth, weakened brand assets, an
inconsistent culture and impairment charges.
Modelled for viability assessment: No
EMT owner: Director of Strategy and Business Planning
Movement in the year: None
Risk appetite
Informa is prepared to take reasonable risk to acquire new assets, talent, capabilities, products, brands and innovation, for the benefit of all
stakeholders, and growth through identifying, acquiring and integrating targeted businesses remains part of the Group’s strategy.
Mitigating activities
• 2019 saw the successful delivery of the Accelerated Integration Plan, which integrated UBM into Informa
• Group strategy prescribes that capital is allocated to the markets and Divisions with the best long-term value creation opportunity
• We actively monitor the market and connect with relevant parties to identify suitable acquisition targets. These are assessed according to both
strategic fit and the target’s fit with Informa’s culture and values
Investment decisions are made according to set financial parameters
•
• Targets are analysed by the Group Corporate Development team, and a cross-functional team of experts supports the commercial leads through
due diligence prior to acquisition
• A Value Creation Register is completed for each proposed acquisition, covering strategic logic, financial modelling and integration plans and
assigning individual ownership for all aspects of execution
• All acquisitions have formal governance, leadership and project management to deliver integration, with significant acquisitions receiving
•
heightened governance at Group level
Integration activity is monitored on an ongoing basis by the Corporate Development team for at least two years post close, with regular updates
to the Board
Integration plans are developed at Division level with appropriate monitoring and oversight from the Group
•
• An annual review is reported to the Board on post-acquisition performance, including an assessment of any variation to the expected return
on investment
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Principal risks and uncertainties continued
4. Ineffective change management
Where change is not managed effectively, it can create strategic and operational hurdles and business fatigue. Business opportunities may not be
realised, projects may not be delivered well, there can be colleague attrition and an erosion of value that impacts growth. Change can also lead to
system and process complexity that requires work to align.
Modelled for viability assessment: No
EMT owner: Group Chief Operating Officer
Movement in the year: None
Risk appetite
Informa has a high appetite for change in order to grow, innovate and respond to new challenges and opportunities and has a track record
of assimilating change over the last six years.
Mitigating activities
•
Informa’s brand was refreshed in 2019, which included the introduction of a clear Company-wide purpose and an updated set of guiding principles,
creating a common sense of purpose for the Group
• Throughout the changes to our portfolio in 2019, we have considered the interests of our customers, colleagues and Shareholders
• We have increased our focus on specialist markets, in line with our guiding principles
• Large-scale investment programmes and acquisitions include change management disciplines, with defined governance and reporting structures
in place
• The EMT oversees, and independently or collectively sponsors, key change initiatives across Informa
• Teams of programme directors and change delivery experts are deployed on core strategic projects
• Stability in key leadership roles allows a culture of continuous learning and improvement
• Where appropriate, we adapt reward structures to incentivise successful delivery of in-year or multi-year strategic change programmes
• Regular colleague engagement surveys are carried out to understand trends in sentiment and colleague engagement is monitored as a Group KPI
• Work to better streamline our operations and systems after recent periods of change was begun during 2019
5. Reliance on key counterparties
In some areas, Informa works with key strategic partners to support our business and deliver commercial objectives. A failure in key counterparty
relationships, services and venues could affect the delivery of our strategy and disrupt business activities and trading, as well as customer
satisfaction and colleague engagement. Some partners such as trade associations and government-backed bodies can be impacted by changes
to government policies, which may in turn impact our contracts and revenues.
Modelled for viability assessment: No
EMT owner: Group Finance Director
Movement in the year: Our increased scale gives us larger exposure to
some key venues and service providers, and the potential impact rating
has increased to reflect this.
Risk appetite
The Group acknowledges that key counterparties can be necessary to delivering our products, services and events to customers, particularly in niche
areas or where suppliers are market leaders. We aim to build mutually supportive relationships with our partners.
Mitigating activities
• Each Division and functional team is required to identify key counterparties, explain the nature and extent of their exposure to the party, and
report on activities in place to mitigate specific exposures. This is formally reviewed and reported to the Risk Committee annually
• Mitigations include requiring counterparties to have robust and tested business continuity plans in place as well as service level agreements,
contracts, proactive relationship management and ensuring suppliers are paid on time so that services are not suspended
• We are working with relevant business partners to ensure we build resilience in areas that might be impacted by Brexit. This has included plans
with the printers of our books to ensure continuity of supply
• Our Treasury Policy ensures the Company is not over-reliant on any single financing partner
86
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 6. Technology failure
Technology underpins our digital products, services and business operations. A prolonged loss of critical systems, networks or similar services
could inhibit the delivery of events, products and services, increase costs and result in poor customer experience and reputational damage.
Serious disruption could impact the day-to-day operation of our businesses, potentially impacting colleague engagement.
Modelled for viability assessment: No
EMT owner: Group CIO and CISO
Movement in the year: None
Risk appetite
We seek to minimise the likelihood and impact of any business-critical technology failure.
Mitigating activities
• A range of IT governance, standards, maturity targets and controls are in place
• We have a Group-wide strategy to deploy cloud computing, which provides resilience for our products and services and the capacity for
scalable solutions
• We continue to reduce complexity and on-premise physical infrastructure
• Technology service providers are assessed and selected on their capability to deliver the required service, reducing the risk of downtime
• Colleagues use secure cloud desktop services, which facilitates mobility and work flexibility
• We continue to invest in backup and recovery technology and controls
• Work continues to map, review and streamline legacy systems and systems from acquired businesses
• A specific programme was introduced in 2019 to further improve, streamline and upgrade systems across the business, and to develop and adopt
consistent service charters internally
7. Data loss and cyber breach
We use data within our business operations and in commercial activities. Criminal cyber activity continues to grow and attempts to steal data are
more frequent and sophisticated, while regulations to protect personal data tighten and UK fines for data loss have increased materially. A loss of
sensitive or valuable data, content or intellectual property could lead to losses for our stakeholders, investigations and business interruption. It may
distract from business delivery through excessive demands on management time to respond to the loss. There could also be significant reputational
damage if this risk materialises and is not managed well.
Modelled for viability assessment: No
EMT owner: Group CIO and CISO
Movement in the year: Layers of cyber protection continue to expand
and improve, and our cyber controls maturity has continued to improve.
After an impact assessment update, the impact has been adjusted to high.
Risk appetite
We protect our data in line with privacy regulations and recognised practice, applying a layered defence and continuously monitoring and adapting
controls according to developing threats.
Mitigating activities
• Group-wide leadership and governance are provided by the Group Chief Information Officer (CIO) and Chief Information Security Officer (CISO),
and information security strategy and tactical initiatives are driven centrally
• We employ a layered defence-in-depth approach, comprising administrative, technical and physical controls aligned with industry good practice
to protect the confidentiality, availability and integrity of key systems
• An information security awareness programme is in place to support an information security culture, including regular colleague intranet updates
• There is a well-defined incident management and response to cyber breaches
•
Internal and external assurance programmes formally report the Group’s compliance with Company policies, standards and controls to the Audit
Committee, Risk Committee and EMT
• Good progress was made in 2019 on improving security maturity, measured by a baseline survey and considering risk appetite and target maturity
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Principal risks and uncertainties continued
8. Inability to retain key talent
People are at the heart of Informa’s culture, operations and business. Our increased scale and brand strength make it easier to attract talent, but
the inability to retain key colleagues, and inadequate succession planning at Senior Management levels, would erode the Company’s performance.
High levels of attrition could lead to loss of leadership, direction and knowledge, while increasing costs and decreasing productivity and efficiency,
thus eroding corporate value.
Modelled for viability assessment: No
EMT owner: Group HR Director
Movement in the year: This risk rating has been reduced following
attrition analysis during 2019 and predictions for 2020.
Risk appetite
We aim to retain key colleagues whose expertise, commitment and performance will play a significant part in delivering our strategy, and who are
aligned to our corporate culture and purpose.
Mitigating activities
•
Informa’s reach and strength of brand make it easier to weather the impact of attrition, find suitable internal interim and permanent replacements
and hire external replacements
• Work was conducted to support and strengthen Informa’s culture, through the formation and launch of the Company’s purpose and updated
guiding principles. See more about the creation of the Informa Constitution on pages 36 and 37
• The EMT and Board review the depth of talent across Informa and the short- and longer-term succession plans for critical roles
• Levels of colleague engagement are measured and tracked as a Group KPI, with results analysed and any resulting action plans put in place
• Attrition is tracked through the year and in several countries with leavers surveyed to understand root causes. These insights are drawn together
to understand underlying themes and to inform corrective action where it is necessary
• The HR function has expanded in recent years, with increased depth and expertise in specialist roles such as reward, learning and development,
recruitment and business partnering
• Although attrition is inevitable, we seek to protect the business through appropriate post-termination restrictions for colleagues in business-
critical roles
• Where attrition has been above target, the specific areas of the business and the causes were reviewed by the Risk Committee
9. Health and safety incidents
Informa takes the safety and welfare of its colleagues, customers and business partners seriously and aims to operate a safe and healthy
environment. A serious failure has the potential to cause life-changing injuries and, at worst, fatalities. The mismanagement of health and
safety can also result in reputational damage, investigations, fines and claims for damages.
Modelled for viability assessment: No
EMT owner: Group Chief Operating Officer
Movement in the year: None
Risk appetite
Our first priority is the safety and wellbeing of colleagues, customers and business partners and this underpins how we deliver our events, engage
with venues and manage our facilities. We take a proactive approach to managing health and safety risks, with a focus on prevention through
establishing good health and safety operating standards and delivering colleague training.
Mitigating activities
• The function is led centrally by a Head of Group Health, Safety and Security, with regional experts who to embed consistent standards and
approaches across the Group, deliver training to target teams and validate standards at target events
• The Risk Committee monitors progress on health and safety and receives quarterly reports
• Events and Informa’s facilities are subject to audit and required actions are monitored until complete
• Updates and improvements are being made to near-miss and incident reporting, and to the clarity of guidance around standards and processes
• A Group-wide travel management system is in place, which ensures accommodation and travel are booked to acceptable safety standards, and
provides support to colleagues in the event of an emergency
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 10. Inadequate response to major incidents
We operate internationally and are exposed to major incidents and global events. These can be caused by extreme weather, natural disasters,
major disease outbreak, military action, civil unrest or terrorism. In most cases, there is relatively little businesses can do to control causes of major
incidents. Major incidents have the potential to cause harm and injury to people, venues and facilities and severely interrupt business. If the Group’s
response to a major incident is inadequate, this could also result in reputational damage and potentially criminal and civil investigations.
Modelled for viability assessment: Yes
EMT owner: Group Chief Operating Officer
Movement in the year: We have raised the likelihood rating to reflect
that we have more exposure to major incidents and in the context of the
COVID-19 outbreak.
Risk appetite
We have a low appetite for the risk of not responding adequately to a major incident and proactively manage this.
Mitigating activities
• Under the leadership of the Head of Group Health, Safety and Security, a new business resilience programme is being established to address
and co-ordinate incident response, covering all phases of planning and emergency response to business recovery
• Emergency response plans are put in place for events specific to the event, its location and operational team
• Divisions consider known extreme weather patterns when planning event schedules
• The Group considers terrorism threats, proximity to likely terrorist targets, and potential unrest or protests in event planning. We apply
defined security risk assessments for high risk operations so that appropriate measures can be taken to protect customers, colleagues
and business partners
• The Health, Safety and Security team provides support and advice in the event of an emergency and, in severe circumstances, a dedicated Crisis
Council would convene to direct the Company’s response
• We take out insurance that would reduce some potential impacts of major incidents
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Principal risks and uncertainties continued
11. Inadequate regulatory compliance
The Group’s licence to operate and grow is partly determined by compliance with national and international regulation and the support of
stakeholders. This includes customers, colleagues and Shareholders, who increasingly favour companies that work in an ethical way. Failure
to comply with applicable regulations could lead to fines, imprisonment, reputational damage and the inability to trade in certain jurisdictions.
Modelled for viability assessment: No
EMT owner: Group General Counsel and Company Secretary
Movement in the year: None
Risk appetite
We have a commitment to ethical and lawful behaviour, and expect colleagues and the business partners who support us or act on our behalf to take
appropriate steps to comply with applicable laws and regulations.
Mitigating activities
•
Informa is committed to acting responsibly, and encourages a culture of transparency, integrity and respect to align individual behaviour with
Company policy, stemming from our purpose and guiding principles
• The Group has a compliance programme designed to ensure Informa complies with all applicable regulations. It is structured to meet our
obligations under material legislation and its status is monitored to ensure continuous improvement
• Compliance training is delivered to new joiners, including Code of Conduct and Anti-Bribery training. New starters receive training modules
promptly and are also required to accept the Group’s core policies, including Data Privacy, Acceptable Use of Technology and Information Security
standards. Training is monitored and followed up when not completed within the expected timeframe
Informa’s Code of Conduct and Business Partner Code of Conduct set out the behaviour we expect of all colleagues and business partners
•
• We have a sanctions programme which includes internal controls, risk-based screening of vendors and customers, training and communications
• Whistleblowing and speak-up facilities, including a confidential hotline, are provided to enable anyone internal or external to the business to raise
concerns. Retaliation for raising genuine concerns is not tolerated. All reports of breaches of our Code of Conduct and policies are investigated
promptly and actions taken to remedy breaches
12. Privacy regulation risk
Informa relies on personal information to produce and market products and services. Tightening privacy legislation may limit our access to, and use
of, personal information. A failure to comply with applicable regulation could lead to fines, imprisonment, reputational damage, loss of trust from
customers and the inability to trade in certain jurisdictions, while over-compliance, for example by taking the strictest individual country rules and
applying them on an international basis, could result in commercial disadvantage.
Modelled for viability assessment: No
EMT owner: Group General Counsel and Company Secretary
Movement in the year: None
Risk appetite
We respect and value personal information and privacy, and seek to comply with regulatory requirements.
Mitigating activities
• The global trend towards more rigorous privacy laws impacts how we address privacy compliance. We adapt our marketing strategies to support
successful business operations under stricter regulations
• Data privacy compliance is led by a Group Data Protection Officer (DPO) and there are Divisional Privacy Managers who further embed standards
into business operations
• The Group DPO works closely with the CISO to ensure collaboration on common matters, and provides reports to Senior Management
• We continue to monitor external factors and changes in data protection laws, to ensure the Company receives up to date guidance and support
•
and that operational impacts are considered
Informa has an ongoing privacy programme to build robustness into privacy management and processes. In 2019 this included work to further
harmonise and internationalise customer privacy statements on websites, further attention on GDPR compliance and updating refresher
colleague training to support a privacy-aware culture
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Viability statement
Assessing long-term prospects and viability
As expressed by the Chairman on page 4 and within our Section
172 statement on page 52, Informa’s Directors are focused on
promoting the sustainable, long-term success of the Group for the
benefit of Shareholders, colleagues, customers and our other key
stakeholder communities and groups.
The Group’s viability over a three-year period and its longer-
term prospects are each assessed in a structured way, based on
Informa’s business model, trends in the markets in which we work,
the Group’s strategy and the principal risks the business faces.
How long-term prospects are assessed
The Group’s prospects are assessed primarily through the annual
business planning and strategy process. Informa’s current position,
Group-level strategy, business model and the risks related to the
business model are also used to assess prospects, as described in
the table overleaf.
The annual business planning and strategy process starts with each
Division’s management team creating its business plans. To do so,
each Division assesses the factors that influence the business’s
approach today, including external factors such as customer
requirements, peers and their activity, broad and specific risks and
market trends, as well as internal factors including talent trends,
product development and technology platforms.
Objectives are set with consideration for what is known about
market trends and demands, and emerging risks and opportunities
over that period, plus an analysis of what the Division needs
to do to achieve those objectives, whether that is launching
new activities, securing additional capabilities or continuing
existing programmes.
From this comes a set of objectives and initiatives to deliver
them, with each Division creating a three-year financial plan
including detailed financial forecasts and a clear explanation of
key assumptions and risks. Plans are updated at key dates and for
significant events.
These are reviewed in detail by the Group Chief Executive,
Group Finance Director and the Director of Strategy and Business
Planning, and presented to the Board for review, input, challenge
and oversight at the annual Board strategy meeting.
The latest set of three-year business plans was reviewed and
agreed by the Board in September 2019. The first year of this plan
is used to inform the 2020 budget, itself approved by the Board in
December 2019. The Directors continue to have confidence in the
Group’s business model and its long-term prospects.
These detailed financial forecasts are used as a basis for the
annual impairment review. They also inform the Group’s funding
requirements and are used to assess the resources and liquidity
available for reinvestment and for making returns to Shareholders
through dividend payments.
Divisional financial plans combine to produce the Group’s overall
financial forecast, where it is assumed that dividends grow by at
least 7% in line with Informa’s most recently stated commitment.
How viability is assessed
The Directors assess Informa’s viability over a three-year period.
We believe this is an appropriate timeframe because it is consistent
with the near-term visibility of market trends, the nature of
Informa’s business and the previous time horizons we have
planned for and assessed performance against. It is recognised
that such future assessments are subject to a level of uncertainty
that increases further out in time and, therefore, future outcomes
cannot be guaranteed or predicted with certainty.
The viability assessment starts by taking each of the Group’s
principal risks and considering a severe but plausible scenario.
Where a severe but plausible scenario creates a potential financial
impact of over 5% of EBITDA, the principal risk is modelled against
the three-year financial plan to test whether it would adversely
impact the Group’s viability on a stand-alone basis.
In this year’s assessment, we have modelled a considerably
worse backdrop and performance from certain key markets than
anticipated, the impact of a global economic downturn and the
impact of a significant external event on our business. We have
also considered the disruption that COVID-19 could cause, including
reviews of World Health Organization updates and the latest news
from China.
Our assessment reflects what we know today and assumes that
disruption is limited to 2020 with normal business resuming from
the start of 2021. Given the degree of uncertainty on the extent
of the outbreak and length of related disruption, as part of the
viability assessment, a number of additional scenarios have been
prepared in relation to the COVID-19 impact. These have informed
both the assessment of the range of potential outcomes and the
actions required to address them. Clearly it is not possible to
assess the impact or duration with any certainty and consequently
we have secured the Surplus Credit Facility to underpin our
financial outlook.
Additionally, the potential financial impact of the risks noted above
are modelled together as a single scenario, to understand their
combined financial impact.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Viability statement continued
Factors in assessing long-term prospects
Informa’s current position
Strategy and business model
Principal risks
• International business breadth,
• The Group’s focus on enhancing growth
• The principal risks directly related to
through market specialisation
Informa’s business model
• Progressive expansion, and the
• These include risks relating to
investments and improvements in
capability and products made under
GAP and the AIP
broader global economic instability,
market disruption and acquisition
and integration
• A reliance on people, talent and culture,
strong brands, robust technology,
forming successful partnerships and
access to financing
• There are also risks relating to the
retention of key talent, inadequate
response to major incidents and
regulatory compliance
• An enhanced commitment
• Included within the risk of inadequate
to sustainability
response to major incidents is
consideration of the impact of
COVID-19
with positions in dozens of sector
specialist markets
• Broad and diversified customer base
• Brands that have strong positions in
their markets
• A product portfolio that includes a range
of business-to-business knowledge-based
products and services
• A focus on customer relationships
and success through championing
the specialist
• Considerable proportion of recurring
revenue streams, with strong cash
conversion and free cash flow generation
and low capital requirements
• While developments with COVID-19 are
expected to have a short-term impact
on profits and cash, it is not assumed to
impact Group profits in the long term
HowInformaoperates,
page 20
Groupstrategy,
page 8
Trendsinourmarkets,
pages 22 to 29
Financialreview,
page 94
Riskmanagementandprincipalrisks,
pages 80 to 90
The Group is viable if the leverage ratio and the interest cover ratio
within our financial covenants are maintained within the prescribed
limits, and if there is available headroom on the Group’s financing
facilities for cash liquidity to fund operations.
Viability testing is carried out against Informa’s existing debt
facilities, with an assumption that the current Group debt structure
remains unchanged, with no refinancing of current facilities
assumed during the forecast period.
In the latest viability risks assessments, the Group remains viable.
This includes when modelling the three largest risks together, albeit
in this scenario, it is assumed the Group deploys some cost and
cash mitigations.
Included within the modelled risks is a consideration of the impact
of COVID-19. At the time of the viability assessment, the Group
continues to run events in some locations, whilst undertaking
an active Postponement Programme elsewhere, rescheduling
a number of events to a date later in 2020.
Having completed the viability assessment, the Directors have
concluded that it is unlikely, but not impossible, that a single risk
could test the future viability of the Group.
However, unsurprisingly, and as with many companies, it is
currently possible to construct scenarios where either multiple
occurrences of the same risk, or single occurrences of different
significant risks, could put pressure on the Group’s ability to meet
its financial covenants.
If this type of scenario were to arise, the Group would look to
address this through a range of actions. From an operational
standpoint, this would include a significant restructuring of the
Group’s cost base, reducing direct costs and indirect costs to reflect
the volume of work.
From a financial standpoint, should leverage become a concern, the
Group could seek a temporary waiver or permanent renegotiation of
the Group’s financial covenants, or pay down the borrowings which
have covenants attached. In addition, the Group could consider
selective disposals of businesses within the portfolio and/or raising
additional capital in the form of equity, subordinated debt or other
such instruments.
Subject to these risks and on the basis of the analysis undertaken,
the Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due
over the three-year period of their assessment.
92
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Principal risk
Economic instability
Market risk
Acquisition and integration risk
Ineffective change management
Reliance on key counterparties
Technology failure
Data loss and cyber breach
Inability to retain key talent
Health and safety incidents
Inadequate response to major incidents (including impact of COVID-19)
Inadequate regulatory compliance
Privacy regulation risk
Risk
assessed
Risk above
5% EBITDA
Impact on
viability
modelled
Multi-
scenario
test
Viability modelling
Market
trends, peers,
customers
Capabilities,
people, products,
platforms
Risk and
sustainability
Current
portfolio
Ambition
Multi-year divisional
strategic plans created
Multi-year Group strategy plan
From which three-year
financial plans are
formed by Divisions
Plan tested against the three
principal risks where, in a
severe but plausible scenario,
impact of risk valued at over 5%
of EBITDA
Group is viable if covenant
test passed and facility
headroom maintained
Three-year financial plan
Tested against
economic instability
Tested against market risk
Tested against inadequate
response to major incidents
Tested against economic instability, market risk and
inadequate response to major incidents simultaneously
Outcomes assessed against covenant and facility headroom
Directors’ viability statement
Based on the results of this analysis, the Directors have a reasonable expectation that the Group will be able to continue to operate and
meet its liabilities as they fall due over the three-year period to December 2022.
93
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Over the last six years, through the Growth
Acceleration Plan and more recently through the
Accelerated Integration Plan, we have progressively
been building a business capable of delivering
consistent growth and predictable performance.
In 2019, we continued to make good progress in this respect,
reporting a sixth consecutive year of growth in revenue, adjusted
operating profit, adjusted earnings, free cash flow and dividends.
This performance, and the Group’s broader financial position,
continue to be underpinned by our robust business model, focused
around offering knowledge, events and information services to
customers in a range of attractive, specialist markets.
Attractive operational and financial characteristics
One of the key attractions of the Informa business is the high
proportion of revenues that are forward booked and recurring in
nature. This includes revenues from the sale of subscriptions to
data and intelligence products and scholarly journals, as well as
from selling stand space and multi-year sponsorship at events.
This provides a good level of visibility and predictability across
a balanced mix of products.
We also gain strength and balance from our broad international
reach, with around half our revenues coming from North America,
about 20% from Asia, about 20% from the UK and Europe, and
10% from the rest of the world. This international mix means
that currency movements impact reported revenues and profits.
The majority of revenues continue to be generated in US dollars
and in currencies linked to the US dollar, so we remain particularly
sensitive to movements in the USD/GBP exchange rate.
A key focus and priority for the Group over recent years has been
on free cash flow generation and the conversion of profits into
cash, as this provides flexibility for paying down debt, future
investment and maintaining attractive returns to Shareholders,
including a progressive dividend.
We will also maintain a disciplined approach to funding, retaining
our target leverage range of 2.0 to 2.5 times, albeit with the
flexibility to move closer to 3.0 times in the short term if a
significant and attractive acquisition became available.
Operating internationally means we make tax contributions in
multiple countries. We continue to take a low risk approach to
tax planning, recognising the importance of tax contributions to
Financial Review
Building
strength
and balance
Gareth Wright
Group Finance Director
94
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 £722.1m
2019 free cash flow
32.3%
Adjusted operating margin
the economies and communities in which we work. The Group’s
effective tax rate increased to 19.0% in 2019 (2018: 17.9%), in
line with the guidance we gave at the time of the UBM addition,
mainly reflecting the mix of profits and different tax rates in the
jurisdictions in which the enlarged Group operates.
Following the combination with UBM, we have six defined benefit
pension schemes, all of which are closed to future accrual.
We reported a modest net pension liability of £30.1m at the end
of 2019 (2018: £33.0m), which we are addressing through deficit
recovery payments from 2020 onwards.
More broadly, we continue to view the Knowledge and Information
Economy as a growing market where we have a strong, established
position, providing good potential for continued future growth
and expansion.
Continued growth and delivery
It was another year of continued growth in 2019, with Group
revenue increasing by 3.5% on an underlying basis (2018: 3.7%)
adjusting for the effects of currency movements, acquisitions,
disposals and phasing. This was in line with our guidance at the
start of the year, despite a number of in-year market impacts to
contend with, demonstrating the resilience and strength across our
portfolio. Reported revenue increased substantially to £2,890.3m
(2018: £2,369.5m), reflecting the full-year benefit of the UBM
addition, which was only included for six and a half months in 2018.
Our strong focus on costs, combined with the effective delivery of
£50m of operating synergies from the AIP, helped to lift adjusted
operating profit by 27.5% in the year to £933.1m (2018: £732.1m),
with underlying growth of 6.5%. Statutory operating profit
increased to £538.1m (2018: £363.2m). In addition to the synergies
we delivered and the full-year effect of UBM, 2019 profits also
benefited from a greater contribution from biennial events and
positive currency tailwinds. These positive effects were partly
offset by dilution from divestitures completed through the AIP
Progressive Portfolio Management (PPM) programme.
The strong translation of underlying revenue to profit delivered
a 140 basis point increase in Group adjusted operating margin
to 32.3% (2018: 30.9%).
Good levels of profit growth, combined with focused management
of other corporate costs like financing, helped to increase adjusted
earnings by 24% to £644.7m (2018: £519.8m). This flowed through
to a 4.3% increase in the Group’s diluted adjusted earnings per
share to 51.3p (2018: 49.2p). The lower growth in earnings relative
to operating profit was due to the 18.8% increase in the weighted
average number of shares in 2019, reflecting the full-year effect
of the equity financing used to part-fund the UBM addition in
2018. Statutory diluted earnings per share decreased by 8.6% to
18.0p (2018: 19.7p) reflecting the increase in adjusted profit for the
year, offset by the increased share count but also the increase in
intangible asset amortisation after acquiring UBM.
As outlined, our focus on cash and cash conversion led to a very
strong performance on free cash flow in 2019. Boosted by the full-
year benefit of UBM and positive currency tailwinds, free cash flow
increased to £722.1m in 2019 (2018: £503.2m). This helped reduce
leverage from 2.9 times at the end of 2018 to 2.5 times at the end of
2019, the top end of our target range. Statutory cash inflows from
operating activities increased by £233.3m to £719.6m, principally
reflecting the higher profit in the year.
As part of our PPM programme, we divested a number of
businesses in 2019, mainly from within the Informa Intelligence
Division. This leaves us more focused on brands where we have
strong market positions and better opportunities for long-term
growth. These divestments included the Life Sciences media
brands portfolio in January, the Industry & Infrastructure portfolio
in October as well as Informa Agribusiness Intelligence portfolio
in August which coincided with the simultaneous purchase of IHS
Markit's TMT Research and Intelligence portfolio. The net proceeds
of all this activity was £56m, helping to reduce leverage and
maintain Balance Sheet flexibility.
Looking forward to 2020
The focus and investment delivered through GAP and the AIP have
established a strong and robust platform for delivering consistent
future growth and performance.
In 2020, our subscriptions-related businesses, representing around
35% of Group revenue, continue to trade well, underpinned
by strong renewal rates and consistent low to mid-single digit
growth in annualised contract values. However, like a number of
businesses, we are seeing an impact from the outbreak of COVID-19
within our events portfolio.
As the implications of COVID-19 started to become apparent
in late January, initially in mainland China, we moved quickly to
implement our COVID-19 action plan. This included the launch
of a postponement programme to reschedule and rephase our
event brands. For those brands we have rescheduled, localised or
virtualised in 2020, we would expect to incur some incremental
investment in venue capacity, customer marketing and other
duplicative costs of rescheduling and virtualisation, subject to
in-market support budgets and insurance outcomes.
Notwithstanding the 2020 impact of COVID-19, the strength of our
brands and customer relationships puts us in a strong position to
recover once the current disruption is past.
Gareth Wright
Group Finance Director
9 March 2020
95
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Review continued
Income Statement
In 2019, Informa delivered a further year of increased revenue and profit on an underlying, adjusted and statutory basis.
Revenue
Operating profit/(loss)
(Loss)/profit on disposal
Net finance costs
Profit/(loss) before tax
Tax (charge)/credit
Profit/(loss) for the period
Adjusted operating margin
Adjusted diluted EPS
Adjusted
results
2019
£m
Adjusting
items
2019
£m
Statutory
results
2019
£m
2,890.3
933.1
–
(111.7)
821.4
(156.1)
665.3
32.3%
51.3p
–
(395.0)
(95.4)
(12.3)
(502.7)
83.5
(419.2)
2,890.3
538.1
(95.4)
(124.0)
318.7
(72.6)
246.1
18.0p
Adjusted
results
2018
£m
2,369.5
732.1
–
(82.4)
649.7
(116.2)
533.5
30.9%
49.2p
Adjusting
items
2018
£m
Statutory
results
2018
£m
–
(368.9)
1.1
0.2
(367.6)
55.7
(311.9)
2,369.5
363.2
1.1
(82.2)
282.1
(60.5)
221.6
19.7p
Statutory Income Statement results
Statutory revenue increased by 22.0% to £2,890.3m, with growth including the full-year benefit of the UBM combination, the business’s
underlying growth and favourable currency benefits. In 2019, there was a first full-year of contribution from UBM, compared with just six
and a half months' contribution in 2018.
Statutory operating profit increased by 48.2% to £538.1m, reflecting a £201.0m growth in adjusted operating profit. This also reflects UBM,
underlying business growth and favourable currency impacts, partly offset by a £26.1m increase in adjusting items charged to operating
profit. These were largely related to the UBM acquisition.
Statutory net finance costs rose £41.8m to £124.0m and comprised £134.1m of finance costs and £10.1m of investment income.
The increase in finance costs reflects the full-year impact of the additional £1.2bn debt taken on to finance the UBM addition in June
2018, the adverse currency impact on our largely USD-denominated debt and the early repayment of borrowings to refinance and take
advantage of favourable market conditions.
Statutory profit before tax increased by 13.0% to £318.7m, reflecting the £174.9m increase in operating profit, partly offset by the £96.5m
increase in loss on disposals and the £41.8m increase in net finance costs.
The statutory tax charge for the year was £72.6m, representing an increase of £12.1m compared with 2018. This increase was due to the
larger profit before tax and a higher statutory effective tax rate of 22.8% compared with 21.4% in 2018.
Statutory diluted earnings per share decreased by 8.6% to 18.0p (2018: 19.7p). This reflected a £174.9m increase in operating profit in the
year, offset by four main factors: the £41.8m increase in finance costs; a £96.5m increase in losses on disposals; a £12.1m increase in the
tax charge; and a £198.5m increase in the diluted average number of shares, reflecting the full-year effect of the shares issued in 2018 to
part-fund the combination.
Measurement and adjustments
In addition to statutory results, adjusted results are prepared for the Income Statement. These include adjusted operating profit,
adjusted diluted earnings per share and underlying measures, and a full definition of these metrics can be found in the glossary of terms
on page 235. The divisional table provides a reconciliation between statutory operating profit and adjusted operating profit by Division.
Underlying revenue and adjusted operating profit growth on an underlying basis are reconciled to reported growth as follows:
Underlying
growth
Phasing and
other items
Acquisitions
and
disposals
Currency
change
Reported
growth
3.5%
6.5%
3.7%
2.3%
0.2%
2.1%
(0.4%)
(0.1%)
15.3%
12.1%
35.4%
37.6%
3.0%
6.8%
(3.8%)
(5.4%)
22.0%
27.5%
34.9%
34.4%
2019
Revenue
Adjusted operating profit
2018
Revenue
Adjusted operating profit
96
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Adjusting items
The items below have been excluded from adjusted results. The total charge against operating profit for adjusting items rose to £395.0m in
2019 (2018: £368.9m), mainly due to the increase in amortisation of acquired intangible assets following the UBM combination.
Intangible amortisation and impairment:
Intangible asset amortisation1
Impairment of acquisition intangibles and goodwill
Impairment of right of use assets
Acquisition costs
Integration costs
Restructuring and reorganisation costs:
Redundancy and reorganisation costs
Vacant property costs
Remeasurement of contingent consideration
VAT charges
GMP equalisation
Adjusting items in operating profit
Loss/(profit) on disposal of subsidiaries and operations
Investment income
Finance costs
Adjusting items in profit before tax
Tax related to adjusting items
Adjusting items in profit for the year
2019
£m
312.4
4.7
4.6
3.3
56.4
6.4
2.2
3.2
1.8
–
395.0
95.4
(1.2)
13.5
502.7
(83.5)
419.2
2018
£m
243.6
9.8
–
42.9
46.0
8.1
5.0
(0.1)
9.1
4.5
368.9
(1.1)
(1.2)
1.0
367.6
(55.7)
311.9
1.
Intangible asset amortisation is in respect of acquired intangibles and excludes amortisation of software and product development.
The £68.8m increase in intangible asset amortisation in 2019 primarily reflects an additional five and half months of amortisation of
acquired intangibles relating to the UBM acquisition, which totalled £60.5m.
Intangible amortisation relates to book lists and journal titles, acquired databases, customer and attendee relationships and brands
related to exhibitions, events and conferences. Intangible asset amortisation arising from software assets and product development is not
treated as an adjusting item and so is not included in the table, as it is treated as an ordinary cost in the calculation of operating profit.
Integration costs of £56.4m included £42.4m relating to acquiring UBM, and consisted mainly of process, property and colleague-related
reorganisation costs. This brings the cumulative UBM integration costs to £81.9m to date. The integration of other acquisitions, including
the IHS Markit TMT Research and Intelligence portfolio, amounted to £14.0m.
Net finance costs of £12.3m largely relate to the incremental finance costs associated with the early repayment of borrowings in 2019,
allowing us to take advantage of favourable market conditions for long-term refinancing.
The loss on disposal of £95.4m included a £35.6m profit relating to the disposal of the Agribusiness Intelligence portfolio on 30 June 2019
and a £120.6m loss associated with selling the Industry & Infrastructure media brands portfolio on 9 October 2019.
97
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Review continued
Informa’s updated divisional structure was launched at the start of 2019 and included new divisional names and the launch of a fifth
Operating Division, Informa Tech. All five Operating Divisions posted underlying revenue growth in 2019, with Group underlying revenue
growth of 3.5% and underlying profit growth of 6.5%, as shown in the following table:
Revenue
Underlying revenue growth
Statutory operating profit
Add back:
Intangible asset amortisation1
Impairment of acquisition intangibles and goodwill
Impairment right of use assets
Acquisition costs
Integration costs
Restructuring and reorganisation costs
Remeasurement of contingent consideration
VAT charges
Adjusted operating profit
Underlying adjusted operating profit growth
Informa
Markets
£m
1,450.2
4.3%
247.1
197.6
4.7
1.4
0.7
38.6
3.0
(1.6)
1.8
493.3
7.5%
Informa
Connect
£m
Informa
Tech
£m
Informa
Intelligence
£m
Taylor &
Francis
£m
275.6
2.9%
22.8
17.9
–
–
–
4.6
0.2
1.7
–
47.2
(1.5%)
256.2
2.0%
35.9
21.7
–
–
2.0
10.2
0.6
–
–
70.4
7.1%
348.7
3.3%
68.8
23.3
–
0.9
0.3
3.0
4.8
3.1
–
104.1
11.3%
559.6
2.4%
163.5
52.0
–
2.3
0.3
–
–
–
–
218.1
3.6%
Group
£m
2,890.3
3.5%
538.1
312.4
4.7
4.6
3.3
56.4
8.6
3.2
1.8
933.1
6.5%
1.
Intangible asset amortisation is in respect of acquired intangibles, and excludes amortisation of software and product development.
Adjusted net finance costs
Adjusted net finance costs, principally consisting of interest costs on US private placement loan notes, bond and bank borrowings,
increased by £29.3m to £111.7m. The increase principally reflected the full-year effect of higher average debt levels following the addition
of UBM. This increased net debt by £1,211.9m, reflecting the cash consideration of £643.5m and £568.4m of net debt acquired with the
business. In addition, £3.1m of increased financing related to adverse currency movements, with the remainder largely related to IFRS
16 net finance costs of £13.5m. This reflects the inclusion in net debt of leases following the adoption of IFRS 16 Leases on 1 January 2019
(£329.2m net IFRS 16 finance lease debt added on 1 January 2019).
The reconciliation of adjusted net finance costs to the statutory finance costs and investment income is as follows:
Investment income
Finance costs
Add back: Adjusting items relating to investment income
Add back: Adjusting items relating to finance costs
Adjusted net finance costs
2019
£m
(10.1)
134.1
1.2
(13.5)
111.7
2018
£m
(8.2)
90.4
1.2
(1.0)
82.4
Taxation
Approach to tax
The Group continues to recognise that taxes paid are part of the economic benefit created for the societies in which we operate, and that a
fair and effective tax system is in the interests of taxpayer and society at large. We aim to comply with tax laws and regulations everywhere
the Group does business. Informa has open and constructive working relationships with tax authorities worldwide and our approach
balances the interests of stakeholders including Shareholders, governments, colleagues and the communities in which we operate.
The Group’s effective tax rate reflects the blend of tax rates and profits in the jurisdictions in which we operate. In 2019, the effective tax
rate was 19.0% (2018: 17.9%).
The calculation of the effective tax rate is as follows:
Adjusted tax charge
Adjusted profit before tax
Effective tax rate %
98
2019
£m
156.1
821.4
19.0%
2018
£m
116.2
649.7
17.9%
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Tax payments
During 2019, the Group paid £100.6m (2018: £82.4m) of corporation and similar taxes on profits, with the increase largely reflecting the full
year of tax payments relating to UBM.
A breakdown of the main geographies in which the Group paid tax is as follows:
UK
Continental Europe
United States
China
Rest of world
Total
The reconciliation of the adjusted tax charge to cash taxes paid is as follows:
Tax charge on adjusted profit before tax per Consolidated Income Statement
Movement in deferred tax including US tax losses
Net current tax credits in respect of adjusting items
Movement in provisions for uncertain tax positions
Taxes paid in different year to charged
Taxes paid per statutory cash flow
2019
£m
25.8
10.7
19.9
21.8
22.4
100.6
2019
£m
156.1
(27.1)
(20.1)
4.3
(12.6)
100.6
2018
£m
39.9
7.7
1.7
25.2
7.9
82.4
2018
£m
116.2
(5.3)
(29.4)
5.6
(4.7)
82.4
At the end of 2019, the deferred tax asset relating to US tax losses was £69.2m (2018: £106.0m), which is expected to be utilised against
future US profits.
Goodwill is not amortised, and as a result, there is no charge to adjusting items for goodwill amortisation. However, there can be an
allowable tax benefit for certain goodwill amortisation in the US and elsewhere. Where this benefit arises, it reduces the tax charge on
adjusted profits.
The amortisation of intangible assets is considered an adjusting item. Therefore, the £14.4m (2018: £16.7m) of current tax credits taken in
respect of the amortisation of intangible assets is also treated as an adjusting item, and is included in the current tax credits in respect of
adjusting items noted above.
Tax contribution
The Group’s total tax contribution, which comprises all material taxes paid to, and collected on behalf of, governments globally was
£375.2m in 2019 (2018: £316.9m). The geographic split of taxes paid by our businesses was as follows:
Profit taxes borne
Employment taxes borne
Other taxes (e.g. business rates)
Total
UK
£m
25.8
23.4
6.7
55.9
US
£m
19.9
20.8
1.4
42.1
Other
£m
54.9
10.6
1.8
67.3
Total
£m
100.6
54.8
9.9
165.3
In addition to the above, in 2019 we collected taxes on behalf of governments (e.g. employee taxes and sales taxes) amounting to £209.9m
(2018: £177.8m).
99
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Review continued
Earnings per share
Informa delivered an increase in adjusted earnings per share (EPS) of 4.3% to 51.3p (2018: 49.2p). This reflects a 24.0% increase in adjusted
earnings to £644.7m (2018: £519.8m), more than offsetting the 18.8% increase in the average number of diluted shares in issue.
Reconciliation of adjusted profit after tax and adjusted diluted earnings per share is as follows:
Statutory profit for the year
Add back: Adjusting items in profit for the year
Adjusted profit for the year
Non-controlling interests
Adjusted earnings
Weighted average number of shares used in diluted EPS (m)
Adjusted diluted EPS (p)
Statutory profit for the year
Non-controlling interests
Statutory earnings
Weighted average number of shares used in diluted EPS (m)
Statutory diluted EPS (p)
2019
£m
246.1
419.2
665.3
(20.6)
644.7
1,255.7
51.3p
246.1
(20.6)
225.5
1,255.7
18.0p
2018
£m
221.6
311.9
533.5
(13.7)
519.8
1,057.2
49.2p
221.6
(13.7)
207.9
1,057.2
19.7p
If we were to reflect a full 12 months' ownership of UBM, related finance costs and share issuance, and remove the impact of owning the
Life Sciences media brands portfolio which was sold in January 2019, pro-forma adjusted diluted EPS grew by 16.1% from 2018 (51.3p in
2019 compared with the 2018 pro-forma amount of 44.2p, see table below). See the glossary of terms for a full definition of pro-forma
diluted adjusted EPS measures.
Adjusted profit for the year
Adjustment to 2018 profit (UBM and Life Sciences)
Non-controlling interests
Non-controlling interest adjustment (UBM and Life Sciences)
Adjusted earnings
Weighted average number of shares used in diluted EPS (m)
Weighted average number of shares adjustment
Adjusted diluted EPS (p)
2019
£m
665.3
–
(20.6)
–
644.7
1,255.7
–
51.3p
2018
Pro-forma
£m
533.5
40.5
(13.7)
(4.8)
555.5
1,057.2
198.9
44.2p
Dividends
The Group’s strong cash conversion and free cash flow generation supported further growth in dividends in 2019. The Board has proposed
a final dividend of 15.95p per share (2018: 14.85p per share) representing a 7.4% increase on the final dividend in the prior year.
The final dividend is scheduled to be paid on 10 July 2020 to Ordinary Shareholders registered at the close of business on 19 June 2020.
This will result in total dividends for the year of 23.5p (2018: 21.9p), a 7.3% year-on-year increase.
The growth in earnings in 2019 means dividend cover (see glossary of terms for definition) was 2.2 times (2018: 2.2 times), being adjusted
diluted EPS of 51.3p (2018: 49.2p) divided by total dividends per share of 23.5p (2018: 21.90p). Our dividend payout ratio was 45.8%, being
total dividends per share of 23.5p divided by adjusted EPS of 51.3p.
Adjusted diluted EPS (p)
Dividends per share (p)
Dividend cover
Dividend payout ratio (dividends per share/adjusted diluted EPS)
2019
51.3
23.5
2.2
45.8%
2018
49.2
21.9
2.2
44.5%
In 2019 £280.0m (2018: £201.9m) of dividends were paid to external Shareholders and £17.5m (2018: £8.6m) in dividends were paid to
non-controlling interests.
100
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Balance Sheet
Details of the principal areas of our Balance Sheet are provided in Note 16 to the Consolidated Financial Statements for goodwill, Note 17
for other intangibles, Note 27 for net debt, Note 22 for deferred tax liabilities and Note 34 for retirement benefit obligations.
Currency impact
One of the Group’s strengths is its international reach and balance, with businesses in most major regions. This means the Group
generates revenues and costs in a mixture of currencies, with particular exposure to the US dollar and some exposure to the Euro and the
Chinese renminbi.
In 2019, approximately 59% (2018: 61%) of Group revenue was received in USD or currencies pegged to USD, with 7% (2018: 6%) received in
Euro and around 8% (2018: 7%) in Chinese renminbi.
Similarly, we incurred approximately 53% (2018: 53%) of our costs in USD or currencies pegged to USD, with 3% (2018: 2%) in Euro and
around 7% (2018: 6%) in Chinese renminbi.
Each one cent ($0.01) movement in the USD to GBP exchange rate has a circa £13m (2018: £11m) impact on annual revenue, and a circa £5m
(2018: circa £4m) impact on annual adjusted operating profit.
For the purposes of testing Informa’s leverage in accordance with the Group’s bank covenants, both profit and net debt are translated using
the average exchange rate during the relevant period.
The following rates versus GBP were applied during the period:
US dollar
Euro
Chinese renminbi
2019
2018
Closing rate Average rate
Closing rate
Average rate
1.32
1.17
9.17
1.28
1.14
8.80
1.27
1.11
8.73
1.33
1.13
8.82
Free cash flow
Cash generation remains a key priority and focus for the Group, providing the funds and flexibility for paying down debt, future organic
and inorganic investment, and consistent Shareholder returns. Our businesses typically convert adjusted operating profit into cash at an
attractive rate, reflecting the relatively low capital intensity of the Group.
The following table reconciles statutory operating profit to free cash flow. See glossary of terms for the definition of free cash flow.
Statutory operating profit
Adjusting items
Adjusted operating profit
Depreciation of property and equipment
Depreciation of right of use assets1
Software and product development amortisation
Share-based payments
Pension curtailment gain
Adjusted share of joint venture and associate results
Adjusted EBITDA2
Net capital expenditure
Working capital movement3
Pension deficit contributions
Operating cash flow
Restructuring and reorganisation
Net interest4
Taxation
Free cash flow
1. Right of use assets arise on the adoption of IFRS 16 Leases from 1 January 2019.
2. Adjusted EBITDA represents adjusted operating profit before interest, tax, and non-cash items including depreciation and amortisation.
3. Working capital movement excludes movements on restructuring, reorganisation, acquisition and integration accruals.
4. Amount includes £13.5m of make-whole interest related to the early refinancing of bond and private placement debt.
Our focus on cash generation led to a consistently strong operating cash conversion in 2019 of 103.5% (2018: 91.2%).
2019
£m
538.1
395.0
933.1
17.2
33.1
41.9
10.4
–
(1.5)
1,034.2
(49.8)
(13.6)
(5.4)
965.4
(9.9)
(132.8)
(100.6)
722.1
2018
£m
363.2
368.9
732.1
13.1
–
42.5
8.1
(0.8)
(1.0)
794.0
(59.4)
(62.3)
(4.4)
667.9
(18.1)
(64.2)
(82.4)
503.2
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Review continued
The calculation of operating and free cash flow conversion is as follows:
Operating cash flow/Free cash flow
Adjusted operating profit
Operating cash conversion
Operating cash flow
Free cash flow
2019
£m
965.4
933.1
103.5%
2018
£m
667.9
732.1
91.2%
2019
£m
722.1
933.1
77.4%
2018
£m
503.2
732.1
68.7%
Net capital expenditure was £49.8m (2018: £59.4m), equivalent to 1.7% of 2019 revenue (2018: 2.5%). We expect full-year 2020 capital
expenditure to be around 3% of revenue.
The working capital outflow of £13.6m was a £48.7m improvement on the £62.3m outflow in 2018. The smaller outflow in 2019 reflects
a more normal performance after the prior year was impacted by the timing of the combination with UBM part-way through 2018.
Net cash interest payments were £132.8m. This was a £68.6m increase on the prior year, largely reflecting the full-year effect of the
additional debt to acquire UBM.
The following table reconciles net cash inflow from operating activities, as shown in the Consolidated Cash Flow Statement to free
cash flow:
Net cash inflow from operating activities per statutory cash flow
Interest received
Purchase of property and equipment
Proceeds on disposal of property and equipment
Purchase of intangible software assets
Product development cost additions
Add back: Acquisition and integration costs paid
Free cash flow
2019
£m
719.6
5.5
(17.5)
–
(25.3)
(7.0)
46.8
722.1
2018
£m
486.3
2.1
(23.4)
0.4
(30.2)
(6.2)
74.2
503.2
Net cash inflow from operating activities increased by £233.3m to £719.6m, principally driven by the growth in adjusted operating profit.
The following table reconciles cash generated by operations, as shown in the Consolidated Cash Flow Statement, to operating cash flow
shown in the free cash flow table above:
Cash generated by operations per statutory cash flow
Net Capex paid
Add back: Acquisition and integration costs paid
Add back: Restructuring and reorganisation costs paid
Operating cash flow per free cash flow statement
2019
£m
958.5
(49.8)
46.8
9.9
965.4
2018
£m
635.0
(59.4)
74.2
18.1
667.9
The following table reconciles free cash flow to net funds flow and net debt, with net debt reducing by £24.3m to £2,657.6m during the year,
including a £325.6m reduction in net debt before the adoption of IFRS 16 Leases. Net debt increased by £329.2m due to the introduction of
IFRS 16, partly offset by favourable movement in the USD to GBP exchange rates. As the majority of our net debt is US dollar-denominated
or swapped into USD (86.5% of net debt), the weakening of the USD against GBP reduced our net debt by £87.4m.
Free cash flow
Acquisitions
Disposals
Dividends paid to Shareholders
Dividend paid to settle UBM acquisition liability
Dividends paid to non-controlling interests
Net share (purchase)/proceeds
Net funds flow
Borrowings acquired with acquisition of UBM
Non-cash movements
Foreign exchange
Net debt b/f
Net finance lease additions in the year
IFRS 16 leases at 1 January 2019
IFRS 16 finance lease receivable at 1 January 2019
Net debt
102
2019
£m
722.1
(311.1)
179.3
(280.0)
–
(17.5)
(15.9)
276.9
–
5.7
87.4
(2,681.9)
(16.5)
(343.6)
14.4
(2,657.6)
2018
£m
503.2
(697.8)
7.4
(201.9)
(59.0)
(8.6)
2.0
(454.7)
(702.6)
(0.6)
(150.9)
(1,373.1)
–
–
–
(2,681.9)
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Financing and leverage
The Group’s consistent growth, high levels of cash conversion and strong free cash generation provide significant flexibility for investment,
expansion and returns. This underpins our strong and flexible Balance Sheet, helping us to meet our leverage target for 2019, with
net debt to EBITDA ending the year at 2.5 times. This equated to net debt of £2.7bn or £2.4bn on a pre-IFRS 16 basis at 31 December
2019 (2018: £2.7bn), with our robust and flexible financing framework providing unutilised committed financing facilities of £843.1m
(2018: £776.5m).
On 15 February 2019 the Group negotiated a new revolving credit facility (RCF) with two tranches: £600m for a five-year term to February
2024 and £300m for a three-year term to February 2022. On 24 January 2020 both tranches of RCF were extended by one further year,
to February 2025 and February 2023 respectively.
On 22 October 2019 the Group took advantage of favourable financing market conditions to issue €500.0m of new Euro Medium Term Note
(EMTN) loan notes, with maturities of eight years and six months (maturing on 22 April 2028). These loan notes were swapped into USD and
used to prepay bond and private placement debt that was due to mature in 2020. In November 2019 we repaid the $350m bond due to mature
in November 2020 and in December 2020, we also repaid $185m of private placement debt due to mature in December 2020. On 24 February
2020 we made an early repayment to the holders of the remaining $200.5m private placement debt maturing in December 2020.
In addition, in 2020, we secured a surplus, committed credit facility of £750m which will provide full flexibility through the current period
of market volatility.
Following the proactive management of our financing structure, the Group’s average maturity on our drawn borrowings is currently
5.6 years (5.5 years as at 31 December 2019), with no borrowing maturities until June 2022.
Cash and cash equivalents
Bank overdraft
Private placement loan notes
Private placement fees
Bond borrowings
Bond borrowing fees
Bank borrowings – revolving credit facility (RCF)
Bank borrowings – term loan facility
Bank loan fees
Derivative assets associated with borrowings
Derivative liabilities associated with borrowings
Net debt before leases
Finance lease liabilities
Finance lease receivables
Net debt
Borrowings (excluding derivatives, leases, fees and overdrafts)
Unutilised committed facilities (undrawn portion of RCF)
Total committed facilities
31 December
2019
£m
31 December
2018
£m
(195.1)
–
1,212.8
(2.7)
1,279.1
(11.0)
56.9
–
(2.2)
(3.9)
22.4
2,356.3
316.6
(15.3)
2,657.6
2,548.8
843.1
3,391.9
(168.8)
43.9
1,396.4
(3.4)
1,163.0
(7.4)
78.5
156.9
(0.9)
(1.5)
25.2
2,681.9
–
–
2,681.9
2,794.8
776.5
3,571.3
There are no financial covenants on our debt facilities other than for our US private placement loan notes in issue at 31 December 2019
where the principal financial covenants are a maximum leverage ratio of 3.5 times and a minimum interest cover of 4.0 times, tested
semi-annually.
At 31 December 2019, the leverage ratio was 2.5 times (31 December 2018: 2.9 times), calculated in accordance with our note purchase
agreements, with net debt on a pre-IFRS 16 basis and using average exchange rates to translate net debt and including a full year’s trading
for acquisitions completed during 2019. The interest cover ratio was 9.4 times (31 December 2018: 9.5 times). See the glossary of terms for
the definition of leverage ratio and interest cover.
Net debt
Adjusted EBITDA
Leverage ratio reported value
Leverage ratio covenant EBITDA adjustment to ratio1
Adjustment to ratio for net debt covenant adjustment1
Leverage ratio per debt covenants
1. Refer to the glossary of terms for details of the nature of adjustments to EBITDA and net debt for leverage ratio.
2019
£m
2,657.6
1,034.2
2.6
0.2
(0.3)
2.5
2018
£m
2,681.9
794.0
3.4
(0.3)
(0.2)
2.9
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Review continued
The calculation of the interest cover is as follows:
Adjusted EBITDA
Adjusted net finance costs
Interest cover reported value
Interest cover covenant EBITDA adjustment ratio1
Interest cover per debt covenant
2019
£m
1,034.2
111.7
9.3
0.1
9.4
2018
£m
794.0
82.4
9.6
(0.1)
9.5
1. Refer to the glossary of terms for details of the nature of debt covenant adjustments to EBITDA for interest cover.
Corporate development
Informa has a proven track record in creating value through identifying, executing and integrating complementary businesses effectively
into the Group, and we continue to target attractive businesses in specialist markets. In 2019, cash invested in acquisitions was £311.1m
(2018: £697.8m), with £232.1m relating to acquisitions (2018: £623.6m), £46.8m (2018: £74.2m) relating to acquisition and integration costs
and £32.2m relating to the cash settlement on the exercise of an option relating to minority interests in certain Fashion shows in the US.
Net proceeds from disposals amounted to £179.3m (2018: £7.4m).
Acquisitions
On 4 January 2019 the Group acquired the Centre for Asia Pacific Aviation Pty Ltd (CAPA) for cash consideration of £15.0m (AUD 24.8m),
net of cash acquired. The business forms part of the specialist Aviation portfolio in Informa Markets.
On 1 August 2019 the Group acquired the TMT Research and Intelligence portfolio from IHS Markit for £123.3m consideration.
This business forms part of Informa Tech and its newly launched Omdia business.
Disposals
Through the Progressive Portfolio Management programme within the AIP, the Group made several divestitures during 2019, leaving us
more focused on specialist markets with the strongest future growth prospects for our brands.
This included the sale of the Life Sciences media brands portfolio, completed on 31 January 2019, for a consideration of £79.3m, with
£67.3m received in cash and £12.0m of deferred consideration. The profit on disposal was £10.8m.
On 30 June 2019 we completed the sale of the Agribusiness Intelligence portfolio within Informa Intelligence to IHS Markit. This was sold
for cash consideration of £102.8m and completed on 30 June 2019, with a profit on disposal of £35.6m.
On 9 October 2019 the Group completed the divestiture of the Industry & Infrastructure media brands portfolio for a consideration of
£42.4m, including £12.3m cash consideration, recording a loss on disposal of £120.6m.
On 15 November 2019 the Group sold a small portfolio of non-core US event brands, which were part of Informa Markets.
The consideration was £6.6m, and the loss on disposal was £13.3m.
Pensions
The Group continues to meet all commitments to its pension schemes, which consist of six defined benefit schemes. At 31 December 2019,
the Group had a net pension liability of £30.1m (31 December 2018: £33.0m), represented by a pension deficit of £35.0m (31 December
2018: £37.5m) and a pension surplus of £4.9m (31 December 2018: £4.5m). Gross liabilities were £730.8m at 31 December 2019
(31 December 2018: £679.2m).
The net deficit remains manageable and relatively small compared with the size of the Group’s Balance Sheet. All schemes are closed to
future accrual and the Group expects to make £4.9m of employer deficit payments during 2020.
Restatement of 2018 results
The segmental Income Statement for the year ended 31 December 2018 has been reclassified to align with the updated divisional structure
effective from 1 January 2019. See Note 6 to the Consolidated Financial Statements for restated business segment amounts for 2018.
In 2019 we completed the fair value exercise under IFRS 3 in relation to the 15 June 2018 acquisition of UBM plc. See Note 4 to the
Consolidated Financial Statements for further details.
New accounting standards
The only material financial impact from new accounting standards in 2019 is from the adoption of IFRS 16 Leases on 1 January 2019.
IFRS 16 Leases replaces the existing leasing standard, IAS 17 Leases. It treats all leases in a consistent way, eliminating the distinction
between operating and finance leases, and has required lessees to recognise all leases on the Balance Sheet, except for low value leases
and those with a term of less than 12 months. The most significant effect of the new standard has been the recognition in the Balance
Sheet of right of use assets and lease liabilities for leases previously categorised as operating leases.
104
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 The new standard also changes the nature of expenses related to those leases, replacing the straight line operating lease expense with
a depreciation charge for the right of use lease asset (included within operating costs) and an interest expense on the lease liability
(included within finance costs).
There are several practical expedients and exemptions available on the adoption of IFRS 16. The Group has elected to apply the modified
retrospective method of implementation where there is no restatement of the comparative period and using the practical expedient
where, at the adoption date, right of use lease assets are set to equal the lease liabilities. The Group has excluded leases of low value assets
and short-term leases, with a duration of less than 12 months, from the application of IFRS 16, with payments for these leases continuing to
be expensed directly to the Income Statement as operating leases. The major classes of leases impacted by the new standard are property
and event space leases.
At 1 January 2019 the adoption of IFRS 16 resulted in the Group recognising right of use assets of £295.3m, finance lease receivables of
£14.4m and lease liabilities of £343.6m. There is also a reduction of £2.7m for prepaid rental amounts which are netted against the right
of use assets, a reduction of £41.7m to liabilities for property provisions and deferred rent-free amounts netted against the right of use
assets, and an increase in deferred tax liabilities of £1.0m.
The impact of IFRS 16 for the year ended 31 December 2019 increases adjusted operating profit by £6.5m, reflecting the removal of IAS 17
operating lease expenses of £39.6m and replacing this with IFRS 16 depreciation of £33.1m. Adjusted profit before tax decreases by £7.0m,
reflecting the adjusted operating profit change together with the IFRS 16 net finance expense of £13.5m (£14.3m finance costs and £0.8m
investment income), and the adjusted tax impact of the change of £1.3m, resulting in adjusted profit after tax decreasing by £5.7m and
a decrease to 2019 adjusted diluted earnings per share of 0.45p. The impact on 2019 statutory profit before tax was a decrease of £11.6m
reflecting the £7.0m adjusted profit before tax decrease and the impairment of right of use assets of £4.6m.
In the Consolidated Cash Flow Statement there is no impact on the total change in cash and cash equivalents. Under IFRS 16 the repayment
of lease liabilities is included in financing activities and interest on IFRS 16 leases is shown in operating activities, whereas under IAS 17
lease rental payments were in operating activities. The impact of IFRS 16 on the 2019 Consolidated Cash Flow Statement increases the
cash inflow from operations by £39.6m and increases net interest paid by £13.5m.
Gareth Wright
Group Finance Director
9 March 2020
105
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Chairman’s introduction to governance
Progress and performance:
The Chairman’s review of 2019
Dear Shareholder
I would like to start by thanking all Shareholders for their continued
support during 2019, as Informa sought to deliver on its ambitions
and commitments for the year.
Your Board remains focused on its role in building a Group that
delivers consistent growth and performance and in supporting
and contributing to the Company’s long-term sustainable success.
Such growth and performance can only be achieved when the current
and future needs of colleagues, customers and Shareholders are fully
understood and incorporated into the Company’s way of working, and
when these groups, as well as suppliers, business partners and wider
communities, are able to share the benefits of the Company’s success.
Long-term sustainable success is also based on robust governance and
oversight, a strong culture and forward-looking drive and ambition.
Your Board believes Informa has these qualities in abundance, and, as
every year, hopes this is ably demonstrated and brought to life through
the data, information and commentary within this Annual Report.
Business progress and reporting updates
As set out in my introduction on pages 4 to 7, 2019 was another busy,
productive and successful year for the Informa Group.
The Company maintained its track record of consistent performance
with a sixth consecutive year of growth in revenues, profits, earnings
and cash flow, leading the Board to propose a final dividend of 15.95p
per share, an increase of 7.4% on 2018.
Informa successfully delivered its first full year of trading as an
enlarged Group, and the Board believes the Company is well placed
to make the most of its expanded footprint, updated structure and
deeper connections within specialist markets.
Shareholders may be aware that the UK Corporate Governance Code
was recently updated (2018 Code), and as such, the 2019 Annual
Report has been prepared in accordance with the 2018 Code, its
principles and provisions.
The 2018 Code puts additional emphasis on describing how companies
engage with stakeholders, including shareholders, colleagues,
customers and suppliers. Your Board strongly agrees with the 2018
Code’s starting point: that companies do not exist in isolation and
have an important role to play in society, as well as a responsibility to
maintain mutually beneficial relationships with stakeholders. Informa’s
culture is based on open engagement and discussion, and on working
in a way that earns trust and builds successful partnerships.
Derek Mapp
Chairman
106
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 The Board plays an important role in monitoring this culture and
ensuring it is also reflected in how we work. We are pleased to
provide more detail on how this is conducted in both the Strategic
and Directors’ Reports, including our Section 172 statement on
page 52. This statement sets out who Informa’s key stakeholders are,
what is important to them, how we engage and respond to and act on
what we learn, and how the Board acts in a way that has regard for
each group, fairly and responsibly balancing their interests.
An informed and engaged Board culture
Informa PLC’s Board sets the tone for the Group’s overall direction,
providing guidance and advice to management along with challenge
where appropriate, and closely scrutinising significant business
decisions and investments. In this way, the Board’s governance
and our conduct and engagement contribute to the delivery of the
Group’s strategy.
As Chairman I am responsible for the overall effectiveness of the
Board and aim to ensure there is a constructive relationship with
management, allowing each Director to fully contribute to Board
discussion, debate and decision making.
At Informa there is a clear governance structure for decision making,
summarised on page 112. We reserve sufficient time to discuss key
matters at Board meetings as well as allowing informal exchanges
at other times. Board decisions are made collectively following input
from each Director.
Discussions are engaged and dynamic, based on each Director
taking the time to understand the business, its position and
prospects, including through meeting management teams,
colleagues and Shareholders, and receiving updates and reports
on important matters.
We believe, as shown by our annual Board evaluations, that all
Directors have the capacity to meet their commitments, are always
available to deal with Company matters and are fully aware of their
duties, discharging them with due care and attention.
Understanding Shareholder priorities
As in previous years, during 2019 we were very grateful for the time
taken by many Shareholders to engage with us in open discussions.
These engagements took place through formal events and
programmes, as well as informally, through individual correspondence
and meetings. We undertake a Chairman’s Annual Shareholder
Roadshow every January, proactively reaching out to our major
investors. In 2019, this saw several Board colleagues join me in
meeting 25 institutions representing over 60% of our equity.
In May, several Board Directors also attended the Group’s 2019
Investor Day, joining more than 100 analysts and investors for a
day of product demonstrations, colleague panel discussions and
divisional presentations.
The Board continues to value this regular two-way exchange of
thoughts and ideas on wide-ranging topics, including leadership,
strategy, international expansion, capital allocation, governance and
remuneration, to name a few. These conversations have helped to
guide our thinking and decision making in a number of areas over
the year.
Each of the Directors is available to meet with Shareholders and
receives regular reports and verbal updates on the Company’s
Investor Relations programme, as described on pages 46 and 47.
The Annual General Meeting (AGM) always provides a good
opportunity to meet some Shareholders and Board members also
often attend scheduled results presentations. At the 2019 AGM,
we noted that a minority of Shareholders voted against the re-
election of Stephen Davidson, one of our Non-Executive Directors.
Following further engagement and feedback from Shareholders,
steps have been taken to address some concerns that were
expressed about the balance of his work commitments and
details are set out on page 115.
Working alongside colleagues
One of the most pleasing developments in 2019 was the Group’s work
to articulate its business purpose as an enlarged Company, and to
refresh its guiding principles, in what we call the Informa Constitution.
A consistent, supportive and dynamic culture, combined with a clear
expression of why the Company exists, is a fundamental ingredient in
how well any company can perform. This is even more true at Informa,
which is, at heart, a people business, built on what colleagues bring to
work and contribute every day.
The Heart of Informa section on pages 34 to 51 explores this further
and details the Constitution and Informa’s culture. The Board provided
input and received regular updates on this work prior to its launch and
continues to monitor the programme, as well as the many indicators
of culture that there are, such as the level of colleague engagement.
We consider Informa’s workforce to be any colleague who works in
the Group, whether on a full or part time basis, from an office or from
home, and we give consideration to temporary and contract-based
colleagues as well as permanently employed colleagues. As shared in
last year’s Annual Report, Helen Owers is the Non-Executive Director
with designated responsibility for colleague engagement, although it
remains an important matter for every Board member. During 2019,
Helen worked closely with our HR, Communications and Company
Secretarial teams to build on the ways in which our Board already
engaged within Informa, to better understand the views of our
colleagues and to assess the results.
There is no better way to understand the views of colleagues than
through meeting people directly, and the Directors continue to build
this into their schedules and responsibilities. We continue to rotate
Board meetings around Informa’s office locations as a way to meet
a range of colleagues, and in 2019 we held town hall events in London,
Oxford and Hong Kong as part of this programme. The agenda is
largely based on an open, ask-any-questions approach and I would like
to thank colleagues for the frank and open discussions and for taking
the time to participate.
At the Board meeting in Hong Kong, we also had the opportunity to
visit the September Hong Kong Jewellery and Gem Fair, one of the
Group’s key exhibition brands in Asia. The Board took the opportunity
provided to speak to customers and business partners, adding
an extra element of direct engagement with some of our most
important stakeholders.
107
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Chairman’s introduction to governance continued
A consistent, supportive and
dynamic culture is a fundamental
ingredient in how well any
company can perform
Having served a full term as Chairman of the Group, and with
the AIP now complete, it is an appropriate time for this process to
commence. A successor is expected to be in place by the end of 2020,
following a suitable handover period.
It has been my pleasure to serve the interests of all Informa
stakeholders over the last decade, and to get to know so many
investors and colleagues in the Group as well as some of the
customers and business partners with whom we work so closely.
Prospects and performance
It is the Board’s view, as well as my personal view, that Informa’s long-
term prospects are bright. The Group’s portfolio of specialist brands,
growing international reach and depth of talent provide a strong
platform for the future. In the short term, whilst our subscription-
related businesses continue to grow consistently, our events-related
businesses will see a 2020 impact from COVID-19, as is discussed
elsewhere in this report.
Your Board will continue to closely monitor the Group’s progress as it
pursues these ambitions, ensuring it maintains financial discipline and
meets its commitments to financial targets, and its broader set
of goals, such as in sustainability.
I would like to thank fellow Board members for their support and input
over the last 12 months, and the Informa management team and all
colleagues across the Group for their continued commitment and
efforts in building a strong and successful business, and a Company
that is such a pleasure to be a part of.
Derek Mapp
Chairman
9 March 2020
The Board’s relationship with the Group’s Senior Management is of
particular importance. As Chairman, I have weekly discussions and
ongoing exchanges with the Group Chief Executive alongside more
formal updates. We also continue to invite members of the wider
executive and divisional management teams to present to the Board
and to join Directors in more informal settings, to fully understand the
latest developments and provide input.
Board developments and transition
Last year’s Annual Report underlined the importance of stability
and consistency in leadership and the Board, at a time when
Informa was completing its acquisition of UBM and embarking on
a one-year Accelerated Integration Plan (AIP) to create a combined,
stronger business.
The Group completed the AIP in the middle of 2019 and is now
moving to a new phase of growth and growth enhancement, and
consequently it is an appropriate time for the composition of the
Board to evolve and support this transition.
At the time of the acquisition, Greg Lock, Mary McDowell and David
Wei joined us from the Board of UBM. With the AIP starting to draw
to a close and the enlarged Group functioning and operating as
one business, Greg and David did not seek re-election at the 2019
AGM. I would like to thank them for their contributions through a
key period for the enlarged Group, particularly Greg in his guidance
to me as Deputy Chairman. Cindy Rose also chose not to seek re-
election having completed her six-year term on the Informa Board.
She stepped down with our best wishes and appreciation for her
expertise and guidance over the years.
To maintain the balance of skills and capabilities available to the
Board, we were delighted to welcome Gill Whitehead as a new Non-
Executive Director in August 2019. Gill brings significant experience
of businesses and markets where digital, data and analytics play
critical roles, and her contributions have already been of great benefit.
Details of Gill’s appointment and the induction programme delivered
to ensure she was well placed to fully participate in the Board on
appointment are included later in this report.
It was also announced at the start of 2020 that the Board, led by the
Senior Independent Director, Gareth Bullock, and on behalf of the
Nomination Committee, had started a process to identify a successor
for my role.
108
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Compliance
statement
Informa’s Board is accountable to the Group’s Shareholders for
its standards of governance and is committed to the principles of
corporate governance set out in the Financial Reporting Council (FRC)
2018 UK Corporate Governance Code (2018 Code), available on the
FRC website at www.frc.org.uk.
The Board is pleased to report that during 2019, Informa applied
all the principles of the 2018 Code. The following pages summarise
how Informa has applied the principles, with further detail provided
in the Audit Committee, Nomination Committee and Remuneration
Committee Reports, as well as where indicated within the
Strategic Report.
During 2019, Informa also complied with all provisions of the 2018
Code, with the exception of Provision 19, which states that the
Chairman should not remain in post beyond nine years. As described
in the 2018 Annual Report, following the combination with UBM, the
Board felt that stability and continuity in leadership through the first
12 months was key to the success of the Accelerated Integration Plan
and supported by shareholders.
With the AIP complete and the Group operating as one business,
on 7 January 2020, we announced that a process was now underway
to identify a successor. A new Chairperson is expected to be in place
by the end of 2020, after a suitable handover period.
The Audit Committee has been provided with suitable supporting
material to review the Annual Report and has provided assurances
for the Board to confirm that, taken as a whole, the Annual Report is
fair, balanced and understandable. The Board also confirms that the
Annual Report contains sufficient information for Shareholders to
assess the Company’s performance, business model and strategy.
109
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Board of Directors
Strength in depth
Derek Mapp
Chairman
Chairman of the Nomination Committee
Stephen A. Carter CBE (Lord Carter)
Gareth Wright
Group Chief Executive
Group Finance Director
Date of appointment: March 2008
Date of appointment: September 2013
Date of appointment: July 2014
Skills and experience: Derek is an experienced Chairman
and entrepreneur who brings an abundance of commercial
and governance experience to the Group. He joined Taylor
& Francis in 1998 as a Non-Executive Director before
becoming a Non-Executive Director at Informa in 2004
and Chairman in 2008.
Derek won the Quoted Companies Non-Executive Director
of the Year award in 2017 for his work as Chairman of
Huntsworth PLC, from which position he retired in March
2019. He founded and was Managing Director of several
business including Tom Cobleigh PLC and Imagesound PLC.
He has a keen interest in sports and served as Chairman of
the British Amateur Boxing Association.
Other current appointments: Derek is Chairman of Mitie
Group PLC and a private company.
Skills and experience: Stephen was appointed Group
Chief Executive of Informa in 2013 after serving as a
Non-Executive Director from 2010.
Stephen formerly held senior positions in Media and
Technology businesses including President and Managing
Director EMEA of Alcatel Lucent Inc. and Managing
Director and COO of ntl. In the public sector, Stephen was
the founding CEO of Ofcom before serving as Chief of
Strategy to Prime Minister, The Right Hon. Gordon Brown,
and as Minister for Telecommunications and Media.
In 2007 Stephen was awarded a CBE for services to the
Communications industry. He was made a Life Peer in 2008.
Other current appointments: Stephen is a Non-Executive
Board member of United Utilities PLC and the Department
for Business, Energy & Industrial Strategy as well as
Chairman of the Henley Music Festival.
Skills and experience: Gareth has extensive Senior
Executive experience in finance roles. He has held various
roles within Informa since joining in 2009, including Deputy
Finance Director and Acting Group Finance Director, prior
to his appointment as Group Finance Director in July 2014.
Gareth previously held a range of positions at National
Express Group PLC including Head of Group Finance and
Acting Group Finance Director. He qualified as a chartered
accountant with Coopers & Lybrand (now part of PwC),
and worked in its audit function from 1994 to 2001.
Other current appointments: Gareth has no current
external appointments.
Gareth Bullock
Stephen Davidson
Senior Independent Non-Executive Director
Non-Executive Director
Helen Owers
Non-Executive Director
Chairman of the Remuneration Committee
Date of appointment: January 2014
Date of appointment: September 2015
Date of appointment: January 2014
Skills and experience: Gareth brings over 40 years’
experience in the financial services industry. He retired
from the Board of Standard Chartered PLC in 2010, where
he was responsible for Africa, the Middle East, Europe and
the Americas as well as chairing Risk and Special Assets
Management. He has both wide functional and international
experience, having been Head of Corporate Banking in Hong
Kong, CEO Africa, Group Chief Information Officer and Head
of Strategy. He has significant industrial and retail board
experience both in the UK and China.
Gareth has held numerous board positions, inter alia,
Tesco PLC, Spirax-Sarco Engineering PLC, Fleming Family
& Partners Ltd, British Bankers’ Association and Global
Market Group Ltd (in China).
Gareth holds an MA from St Catharine’s College,
Cambridge University.
Other current appointments: Gareth is Chairman of
The Development Bank of Wales PLC.
110
Skills and experience: Stephen brings extensive media,
telecommunications, corporate and financial market
experience to the Informa Board having previously been
Chief Financial Officer and Chief Executive of Telewest,
Executive Chairman of Mecom Group PLC and Vice-
Chairman of Investment Banking at WestLB.
Stephen has held various positions in both industry and
investment banking throughout his career. He has also held
numerous Chairman and Non-Executive positions on the
boards of Media, Telecoms and Technology companies.
Stephen holds an MA from the University of Aberdeen.
Other current appointments: Stephen is currently
Chairman of Datatec Limited and Actual Experience PLC,
having stepped down as Chairman and as a Non-Executive
Director of RBG Holdings PLC on 24 January 2020.
Skills and experience: Helen has extensive international
Senior Executive experience within the Media sector,
notably in business information from her role as President
of Global Businesses and Chief Development Officer with
Thomson Reuters.
Helen previously worked as a Media and Telecoms strategy
consultant at Gemini Consulting and has expertise in
professional publishing having worked at Prentice Hall.
Helen holds an MBA from IMD Business School and
a BA from the University of Liverpool.
Other current appointments: Helen is Non-Executive
Director of PZ Cussons PLC and Eden Project
International Limited and an independent Governor
of Falmouth University.
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Mary McDowell
Non-Executive Director
David Flaschen
Non-Executive Director
Date of appointment: June 2018
Date of appointment: September 2015
Skills and experience: Mary joined the Board in June 2018
having previously been a Non-Executive Director of UBM plc.
She has experience as a technology company CEO and has
led both enterprise and consumer divisions of multi-national
companies in the Technology industry.
Mary was CEO of Polycom from 2016 until its acquisition by
Plantronics in 2018. Previously she was an Executive Partner
at Siris Capital LLC following nine years spent at Nokia, most
recently as Executive Vice President in charge of Nokia’s
Mobile Phones (feature phones) unit. Before joining Nokia,
Mary served 17 years at HP-Compaq, including five years
as SVP and General Manager in charge of the company’s
industry-standard server business.
Other current appointments: Mary was appointed
as President and CEO of Mitel Networks Corporation in
October 2019 and is a Non-Executive Director and Chair
of the Compensation Committee at Autodesk, Inc.
Skills and experience: David has over 20 years of executive
and leadership experience in the Information Services
industry, including roles at Thomson Financial and Dun
& Bradstreet.
David has significant expertise in online companies,
having held Non-Executive Directorships at TripAdvisor
Inc. and BuyerZone.com amongst others. He is a frequent
speaker on corporate governance having been cited as one
of 10 Next Generation of Directors by Corporate Board
Member Magazine.
A professional football player, David was a founding member
of the Executive Committee of the North American Soccer
League Players Association. He holds an MBA from Wharton
School, University of Pennsylvania.
Other current appointments: David is Non-Executive
Director and Audit Committee Chair at Paychex Inc.
John Rishton
Non-Executive Director
Chairman of the Audit Committee
Gill Whitehead
Non-Executive Director
Date of appointment: September 2016
Date of appointment: August 2019
Skills and experience: John brings significant international
experience to Informa. He was Chief Executive Officer of
Rolls-Royce Group PLC from 2011 to 2015, having been a
Non-Executive Director since 2007. Before joining Rolls-Royce,
John was Chief Executive and President of the Dutch
international retailer, Royal Ahold NV, and, prior to that,
Chief Financial Officer. He also formerly held the position
of Chief Financial Officer of British Airways PLC.
John is a Fellow of the Chartered Institute of
Management Accountants.
Other current appointments: John is a Non-Executive
Director at Unilever, Serco Group PLC. and Associated
British Ports Holdings Ltd.
Skills and experience: Gill joined the Board in August 2019,
bringing significant digital, data and analytics experience
to the Group. She was Senior Director of Client Solutions &
Analytics, at Google UK for three years, where she led teams
in data analysis, measurement, user experience, consumer
segmentation and insights. She is currently undertaking an
MSc in Social Sciences of the Internet at the University of
Oxford’s Internet Institute.
Previously Gill worked at Channel Four and BBC Worldwide
in a range of strategy leadership and technology-driven
roles. She began her career at the Bank of England and then
at Deloitte Consulting. Gill was a Non-Executive Director at
the Financial Ombudsman Service from 2015 to 2018.
Gill is a Fellow of the Institute of Chartered Accountants and
holds a BSc from the University of Nottingham.
Other current appointments: Gill is a Non-Executive
Director of Camelot, operator of the UK National Lottery.
Committee membership
Audit
John Rishton (Chairman)
Gareth Bullock
David Flaschen
Gill Whitehead
Nomination
Derek Mapp (Chairman)
Gareth Bullock
Stephen Davidson
David Flaschen
Mary McDowell
Helen Owers
John Rishton
Gill Whitehead
Remuneration
Stephen Davidson (Chairman)
Gareth Bullock
Mary McDowell
Helen Owers
111
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Corporate Governance Report
Corporate governance
Informa PLC is the ultimate holding company of the Group and is
controlled by its Board of Directors. This report has been prepared
in accordance with the 2018 Code and the Company’s statement of
compliance is on page 109.
Nomination Committee
Pages 122 to 124
Audit Committee
Pages 126 to 130
Remuneration Committee
Pages 131 to 143
Corporate governance framework and
reporting structure
This report explains the role and function of the Board which
has three standing Committees and has delegated certain
responsibilities to them. Details of these responsibilities and the
Committees’ activities during 2019 are on the following pages.
The Company has an established governance structure that enables
the Board to focus on the key areas of responsibility that affect the
long-term sustainable success of the business.
Board of Directors
The Board sets overall strategy with
a view to promoting the long-term
sustainable success of the business,
determines the risks faced by the
business, gauges the level of risk
it is prepared to take to achieve its
strategy and ensures that systems
of risk management and control are
in place. It provides leadership and
governance for the Company as a
whole, having regard to the views
of Shareholders as well as other
stakeholders.
Certain matters are reserved for
the Board’s approval, with others
delegated to Board or management
Committees as appropriate. Full
details are on the Informa website.
Audit Committee
Oversees financial and narrative reporting,
provides assurance on the effectiveness of
internal controls, risk management systems and
audit processes, and reviews the effectiveness
and objectivity of external and internal auditors.
Nomination Committee
Leads the process for Board appointments and
succession planning, and ensures that the Board
and Senior Management have appropriate skills,
knowledge and experience to operate effectively
and deliver strategy and reports on diversity.
Group Chief
Executive
Overall responsibility for
day-to-day management of the
business and implementing the
approved strategy. Financial
matters are managed by the
Group Finance Director.
Executive
Management Team
Manages all operational
aspects of the Group under the
direction and leadership of the
Group Chief Executive.
Membership comprises both
Executive Directors, CEOs of
the Group’s five Operating
Divisions and key central
Group functions.
Remuneration Committee
Approves the Executive Directors’ Remuneration
Policy, sets the remuneration of the Chairman,
Executive Directors and Senior Management, and
approves annual and long-term performance
objectives and awards.
Management
Committees
Risk Committee
Treasury Committee
112
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Leadership and purpose
The role of the Board
The Board’s role continues to be to provide leadership to the
Company and to deliver value for Shareholders and the Group’s
other stakeholders over the long term. The Board sets the
Company’s purpose, values and standards, making sure they lead by
example, acting with integrity and aligning the Group’s strategic aims
and the desired business culture. The Board also ensures that the
Company’s obligations to its Shareholders and other stakeholders,
including colleagues, suppliers, customers and the environment in
which the business operates, are clearly understood.
The Board has overall responsibility for the management and
oversight of the Group and its activities, providing effective and
entrepreneurial leadership within a control framework. It is
responsible for approving the Group’s strategic objectives and
ensuring that the necessary financial and human resources are
made available to meet them. Through the Audit Committee, the
Board also reviews the Company’s risk management and internal
control systems on an ongoing basis.
The Board maintains a schedule of matters reserved for its decision,
which include:
• Approval of the Company’s strategic objectives and overseeing
their delivery
• Assessment and monitoring of the Company’s culture to ensure
alignment with its purpose, values and strategy
• Changes to the structure, size and composition of the Board
following recommendations from the Nomination Committee
• Determining the Remuneration Policy for the Directors, Company
Secretary and Senior Management
• Approval of significant investments/divestments
• Approval of the Company’s full-year and half-year financial results
and the Annual Report and Accounts
• Setting the dividend policy, approval of the interim dividend and
recommending the final dividend to Shareholders
• Appointment, reappointment and removal of the Company’s
external auditor (subject to Shareholder approval)
• Setting the Company’s risk management strategy and maintaining
a sound system of internal controls
• Determining appropriate methods of engagement with
Informa’s colleagues
As set out in the Chairman’s introduction, Informa’s Board has a
culture that reflects that of the Company. The Chairman encourages
full participation, open engagement and constructive debate and
discussion from each Director, with collaborative decision making.
The Chairman arranges informal meetings and events throughout
the year to help build productive relationships between members
of the Board and with the Senior Management team.
The table below sets out details of each Director’s attendance at Board meetings during 2019 and the changes that took place to Board membership:
Board
meetings
Audit
Committee
meetings1
Remuneration
Committee
meetings
Nomination
Committee
meetings
Derek Mapp
Stephen A. Carter
Gareth Wright
Gareth Bullock
Stephen Davidson
David Flaschen
Mary McDowell
Helen Owers
John Rishton
Gill Whitehead2
Greg Lock3
Cindy Rose4
David Wei5
6/6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
3/3
2/2
1/2
1/2
n/a
n/a
n/a
4/4
n/a
4/4
n/a
n/a
4/4
1/1
2/2
1/2
n/a
n/a
n/a
n/a
3/3
3/3
n/a
3/3
3/3
n/a
n/a
n/a
n/a
1/1
1. The Chairman, Group Chief Executive and Group Finance Director attended each Audit Committee meeting by invitation.
2. Gill Whitehead was appointed as a Non-Executive Director of the Board and a member of the Audit and Nomination Committees on 1 August 2019.
3. Greg Lock retired as Deputy Chairman of the Board and a member of the Audit and Nomination Committees on 24 May 2019.
4. Cindy Rose stood down as a Non-Executive Director of the Board and a member of the Audit and Nomination Committees on 24 May 2019.
5. David Wei stood down as a Non-Executive Director of the Board and a member of the Nomination and Remuneration Committees on 24 May 2019.
4/4
n/a
n/a
4/4
4/4
4/4
4/4
4/4
4/4
1/1
2/2
1/2
1/2
113
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Corporate Governance Report continued
Board and Committee meetings held in 2019
Regular Board and Committee meetings are scheduled throughout
the year and the Directors ensure that they allocate sufficient time to
discharge their duties effectively. Occasionally, Board meetings may
be held at short notice when Board-level decisions of a time-critical
nature need to be made. No such meetings were held in 2019.
Directors are expected to attend all Board and Committee meetings
in person. Occasionally, due to illness or other business commitments,
Directors join meetings via telephone. If any Director is unable to
attend a meeting in person or through other means, their opinions
and comments on the matters to be considered are communicated
to the Chairman of the Board or relevant Committee Chairman.
None of the continuing Directors were unable to attend any Board or
Committee meeting that they were entitled to attend during the year.
Key areas of Board focus and activity in 2019
Group strategy
• Held annual strategy meetings with members of the Executive
Risk management and compliance
• Appraised the principal risks, mitigating actions and controls
Management Team to develop the Group’s future strategic plans.
As part of these discussions, the Board considered structural
trends, updates related to customer trends and product plans
and the competitive environment for each Division
• Discussed and reflected on the presentations given by
management, with particular focus on the Asia Pacific and
ASEAN regions, before agreeing Group strategy
• Received reports at each Board meeting outlining potential
business development opportunities
Succession and leadership
• Appointed Gill Whitehead as Non-Executive Director
• Approved the reappointment of John Rishton for a second
three-year term
• Reviewed Committee membership, appointing Gill Whitehead
to the Audit and Nomination Committees
• Undertook annual review of all conflicts of interest
• Completed an internal evaluation of the Board, its Committees,
the Chairman and individual Directors which concluded that the
Board operated effectively. See page 119 for further details
• Started the process to appoint a new Chairperson during 2020
Financial performance
• Approved the annual budget and three-year plan
• Reviewed and approved the Group’s full-year 2018 and half-year
2019 results together with the 2018 Annual Report, including
ensuring that it is fair, balanced and understandable
in the risk programme
• Considered and approved the Board’s risk appetite and
tolerance statements
• Renewed the insurance cover
• Received regular updates on the Group’s compliance and data
protection programmes from executive management
Operational performance
• Received updates from each Division on performance and
management team changes
• Oversaw completion of the AIP
• Undertook reviews of the Group’s IT systems and shared
service centres
Stakeholder engagement and governance
• Held town hall meetings with colleagues in London, Hong Kong
and Oxford
• Received regular updates from Helen Owers, the Non-Executive
Director with responsibility for colleague engagement, on the
progress of the Group’s ongoing engagement programme
• Received reports and verbal updates from the Director of IR,
Brand and Communications on investor engagement at each
Board meeting, including direct Shareholder feedback
• Received regular updates and reviews from the Director of IR,
Brand and Communications on the refresh and relaunch of
the Group brand, including an updated purpose and guiding
principles; approved the final framework
• Received regular financial updates and reviewed ongoing
• Received presentations from the Head of Sustainability and
financial performance
• Reviewed the Group’s debt, capital and funding arrangements
and approved an update to the Euro Medium Term Note
programme and issue of bonds
• Reviewed cash flow and dividend cover, agreeing the dividend policy,
approving an interim dividend and recommending a final dividend
• Approved the reappointment of Deloitte LLP as auditor subject to
Shareholder approval at the AGM
• Reviewed pension arrangements within the Group
approved current programmes and future plans
• Approved the Notice of Annual General Meeting
• Reviewed leadership team compensation and equalisation
of benefits
• Considered colleague and Board diversity and gender pay
• Received regular updates on corporate governance and other
matters from the Company Secretary
114
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Division of responsibilities
The roles of Chairman and Group Chief Executive are exercised by
separate individuals and each has clearly defined responsibilities.
The division of responsibilities between the Chairman, Group Chief
Executive, Senior Independent Director and the Non-Executive
Directors is set out in writing and reviewed annually by the Board.
It is available on our website.
The Chairman
The Company’s Chairman, Derek Mapp, was deemed to be independent
on appointment and continues to be considered so by the Board.
Further details on Derek’s qualifications and experience can be found
in his biography on page 110.
Non-Executive Directors
The Board includes seven independent Non-Executive Directors,
excluding the Chairman, who help develop and constructively
challenge proposals on strategy. They bring strong, independent
judgement, knowledge and experience to the Board’s deliberations
and have been selected for their expertise. Their views carry
significant weight in the Board’s decision-making process.
As Senior Independent Director, Gareth Bullock is available
for Shareholders to contact should the usual channels of
communication be inappropriate or have broken down. No such
concerns were raised by Shareholders during the year under review.
He is also available for the Chairman and other Directors to discuss
any concerns which may arise and ensures that the Non-Executive
Directors meet to assess the Chairman’s performance annually.
The Non-Executive Directors, including the Chairman, also hold
meetings without the presence of the Executive Directors.
Commitment
The Nomination Committee, on behalf of the Board, reviewed the
ability of all Non-Executive Directors to allocate sufficient time to
the business in order to discharge their responsibility effectively.
The letters of appointment for the Chairman and Non-Executive
Directors indicate an average anticipated time commitment for their
roles of 15–18 days a year, though in reality they all spend in excess of
that in order to discharge their responsibilities. Besides preparing for
and attending Board, Committee and strategy meetings, they also
spend time in the business and with stakeholders. As in previous
years, the Chairman and Non-Executive Directors have shown
continued commitment to the Company in their willingness to
participate in Board sub-committee meetings, including those held
to approve the EMTN bond, attending investor events such as the
Chairman’s Annual Shareholder Roadshow in January and Investor
Day in May, as well as joining colleague events.
Informa maintains a regular dialogue with investors through a
number of channels and activities, including an Annual Shareholder
Roadshow led by the Chairman, so is aware of differing views on the
evolving topic of over-boarding. To avoid any concerns in this regard,
Stephen Davidson elected to stand down as Chairman and as a
member of the Board of RBG Holdings plc (formerly Rosenblatt plc)
on 24 January 2020. He continues in his roles as Chairman of Actual
Experience plc and Datatec Limited, both of which are listed on AIM.
The Board remains of the view that Stephen Davidson fulfils all his
required commitments to Informa and also participates beyond
any average anticipated time. In 2019 this included participating
in the Chairman’s Annual Shareholder Roadshow over the course
of five days, attending the 2019 Investor Day and several seminars
and conferences where he represented Informa. The Company
has engaged with Shareholders on this, and other topics, during
the course of the year and over-boarding was not raised as a major
issue in those meetings. The Board strongly believes that Stephen
Davidson remains an effective Non-Executive Director and Chairman
of the Remuneration Committee with sufficient capacity to meet his
commitments, and has no concerns over his availability to deal with
Company matters.
115
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Information and support
Throughout the year, the Directors are regularly updated on the
Group’s businesses and the environment in which it operates.
These updates are provided by written briefings, presentation and
reports from Senior Management at every scheduled Board meeting.
The Board agenda is set by the Chairman, in collaboration with the
Group Chief Executive and Company Secretary. Each scheduled
meeting includes a Management Report from the Group Chief
Executive, a financial update from the Group Finance Director and
executive reports from the Chief Operating Officer, Director of
Investor Relations, Director of Strategy and Business Planning and
on governance matters from the Company Secretary. The Chairman
of each Board Committee also provides an overview of the matters
considered and decisions taken at their respective meetings.
Presentations are also given on matters of topical interest.
As examples, matters considered by the Board in 2019 included
strategic proposals, acquisitions and the sale of certain businesses,
sustainability, and colleague and stakeholder engagement.
Board and Committee members receive papers with the appropriate
level of detail to enable a discussion of developments inside and
outside the Group that may impact or have impacted the business.
All papers are circulated in sufficient time prior to meetings using
a secure Board portal.
Corporate Governance Report continued
Independence
Board membership includes independent Non-Executive
Directors who support and constructively challenge the Executive
Management Team on its proposals and bring strong, independent
judgement to the boardroom. The number of independent Directors,
and their knowledge and experience, means that their views carry
significant weight in the Board’s decision-making process. The Board
considers all of its Non-Executive Directors to be independent in
character and judgement.
Should Directors judge it necessary to seek independent advice
about the performance of their duties with the Company, they are
entitled to do so at the Company’s expense.
All Directors have access to the advice and services of the Company
Secretary who liaises frequently with Board members and ensures
a good provision and flow of information within the Board and
between its Committees and Senior Management.
Directors’ conflicts of interest
All Directors are required to disclose any other appointments or
significant commitments on appointment and to notify the Chairman
and the Company Secretary of any changes or new appointments.
Details of these can be found in the biographies on pages 110 and 111.
In accordance with the Articles of Association (Articles) of the
Company, the Board is able to authorise any matter that would
otherwise result in a Director breaching their duty to avoid a conflict
of interest. The Board has adopted procedures which require
Directors to notify the Chairman and the Company Secretary of any
actual or perceived conflicts of interest that may affect their role as
a Director of the Company. As part of this process, the Board:
• Considers each conflict situation separately according to the
particular situation
• Considers the conflict situation in conjunction with the Articles
• Keeps records on authorisations granted by Directors and the
scope of any approvals given
• Regularly reviews conflict authorisations
Each of the Directors has a shareholding in the Company although
the level of individual shareholdings does not constitute a material
holding in the context of the Group’s investor base. Full details
of the Directors’ shareholdings are set out in the Directors’
Remuneration Report on pages 131 to 143.
116
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Roles of the Board
Non-Executive Directors
Chairman
• Constructively challenge and help
develop proposals on strategy
• Scrutinise the performance of
management in meeting agreed
goals and objectives
• Monitor the reporting of performance
• Satisfy themselves on the integrity of
financial information
• Ensure that financial controls and
systems of risk management are
robust and defensible
• Determine appropriate levels of
remuneration of Executive Directors
and Senior Management
• Play a primary role in succession
planning and appointing and,
where necessary, removing
Executive Directors
• Meet without the Executive
Directors present
• Attend meetings with major
shareholders to discuss
governance and strategy
• Leads the Board and sets the tone
and agenda, promoting a culture
of openness and debate
• Ensures the effectiveness of the Board
and that Directors receive accurate,
timely and clear information
• Ensures effective communication with
shareholders and that the Board has
a clear understanding of their views
• Acts on the results of the Board
performance evaluation and leads
on the implementation of any
required changes
• Proposes new Directors and accepts
resignation of Directors
• Holds periodic meetings with
Non-Executive Directors without
the Executive Directors present
Group Chief Executive
• Runs the Company and is in direct
charge of the Group day to day
• Accountable to the Board for
the Group’s operational and
financial performance
• Responsible for implementing the
Company’s strategy, including driving
performance and optimising the
Group’s resources
• Leads the business in embedding
the Informa Constitution and
engagement with our various
stakeholders: colleagues, Shareholders,
partners, suppliers and customers
• Primary responsibility for managing
the Group’s risk profile, identifying
and executing new business
opportunities, management
development and remuneration
Company Secretary
Senior Independent Director
Group Finance Director
• Responsible for advising the Board,
• Available to meet Shareholders
• Responsible for raising the finance
through the Chairman, on all
governance matters
on request
• Leads any process to appoint a new
• Supports the Board in ensuring
Chairperson of the Board
that the right policies, processes,
information and resources are
available to allow the Board to
function effectively and efficiently
• All Directors have access to the
Company Secretary’s advice
and service
• Assists where Shareholder issues
are not resolved through existing
mechanisms for investor
communications
• Acts as a sounding board for the
Chairman and, if and when
appropriate, serves as an
intermediary for the other Directors
required to fund the Group’s strategy,
servicing the Group’s financing and
maintaining compliance with
its covenants
• Maintains a financial control
environment capable of delivering
robust financial reporting
information, to indicate the Group’s
financial position
• Leads the Finance functions with
day-to-day responsibility for Finance,
Tax, Treasury and Internal Audit
• Chairs key internal committees such
as the Risk Committee and the
Treasury Committee
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Corporate Governance Report continued
Composition, succession
and evaluation
Board composition
Informa’s Board consists of the Chairman, two Executive Directors
and seven independent Non-Executive Directors. Their biographies,
including skills, qualifications, experience and external
commitments, are set out on pages 110 and 111.
It is also important that all Directors regularly refresh and update
their skills and knowledge and receive relevant training when
necessary. Members of the Board also attend relevant seminars,
conferences and training events to keep up to date on developments
in key areas.
During 2019 there have been several changes to the Board.
Three Directors, Greg Lock, Cindy Rose and David Wei, did not
seek re-election to the Board at the AGM in May 2019.
The need for further and additional training for all Board members
was also considered during the annual performance evaluation
(see below).
The Nomination Committee leads the process in relation to Board
appointments and, in August 2019, made a recommendation that
Gill Whitehead be appointed to the Board, and to the Audit and
Nomination Committees. Details of the appointment process followed
is set out in the Nomination Committee report on pages 122 to 124
and details of Gill’s induction programme are set out below.
The Company appoints all Non-Executive Directors to the Board
for an initial three-year term, which is subject to their election by
Shareholders at the first AGM following their appointment and their
subsequent re-election by Shareholders each year. The expectation
is that two further three-year terms will follow, resulting in a total
term of nine years from the first AGM.
Non-Executive Director induction programme
Gill Whitehead was appointed as a Non-Executive Director on
1 August 2019. Following her appointment, Gill was provided with
a structured and tailored induction programme, an overview of
which is given below.
Focus areas
One-to-one meetings with members of the Board and Executive
Management Team where the key areas of attention were:
• Strategy – how long-term sustainable value is created
and delivered
Letters of appointment are provided to each Non-Executive Director
and these are available for Shareholders to view at the Company’s
registered office during normal business hours.
• Culture – the Informa Constitution and the principles
and values that underpin the business and shape how
colleagues work
Induction and development
All Directors receive a formal induction to the Group on first joining
the Board. It is designed to be both comprehensive and tailored,
to provide new Directors with a good understanding of Informa’s
business structure, Operating Divisions and markets. The induction
is co-ordinated by the Company Secretary with oversight by the
Chairman and includes dedicated time with members of the
Executive Management Team and, where possible, scheduled
visits to Informa offices and events. The programme is tailored
based on experience and background and the requirements of
the new Director.
In addition to visiting the offices, Directors are also encouraged
to visit our events and, in 2019, all Board members attended the
September Hong Kong Jewellery and Gem Fair.
Following her appointment to the Board and to the Audit and
Nomination Committees in August 2019, Gill has undertaken
a thorough induction programmed during which she met with
members of the Executive Management Team and other Senior
Executives. She was also briefed on the Company’s corporate
governance arrangements by the Company Secretary and met
with the external auditor.
• Business – the structure of the five Operating Divisions and
supporting technology
• Board and governance – the legal and regulatory obligations of
a listed company director, our framework for governance and
remuneration and the way in which the members of the Board
perform their duties as Directors
• Shareholders and other stakeholders – identification of our
stakeholders and how the Board ensures that their interests
are balanced in the best interests of Informa as a whole
• Independent meetings with the Group Finance Director,
Chairman of the Audit Committee, internal and
external auditors
• Meetings with members of the EMT responsible for the Group’s
centralised functions
Business and events
• Attended the September Hong Kong Jewellery and Gem Fair
meeting customers, suppliers and key colleagues
• Attended Black Hat Europe
• Participated in the Hong Kong and Oxford colleague town
hall meetings
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Annual evaluation of the Board and its Committees
2019 was the second year in the three-year cycle when an internal
evaluation was undertaken by the Chairman, which happened in
late October.
As part of the evaluation, consideration is given to the balance
of skills, experience, independence and knowledge of each
Non-Executive Director and their willingness to appropriately
challenge management, as well as each other, in Board and
Committee meetings.
Each of the Non-Executive Directors is able to offer an external
perspective on the business allowing constructive challenge and
scrutiny. Following the 2019 evaluation, the Board reaffirmed its
belief that each of the Non-Executive Directors is independent
in character and judgement, and has the required experience,
and is of the stature necessary to perform their role as an
independent Director.
All Board members confirmed that they were pleased with the
operation and effectiveness of the Board. It was clear during the
discussions that the successful delivery of the AIP justified the
Focus
Action taken
support provided by the Non-Executive Directors to the Executive
Management Team during this transformative transaction for
the Group.
All Directors also considered the three Board Committees, namely
the Audit, Remuneration and Nomination Committees, to be
effective, thorough, well run and efficient in dealing with their remit.
Under the leadership of the Senior Independent Director, the Non-
Executive Directors also evaluated the performance of the Chairman
and concluded that he continued to provide effective and considerate
leadership to the Board and the Group.
The Board felt that informal discussions held at pre-Board dinners
remained essential and that these could be further enhanced by
inviting relevant guest speakers on occasion. This will continue in
2020 where we will also organise a series of knowledge and technical-
focused presentations and discussions to continue the professional
development of our Non-Executive Directors and deepen their
knowledge of our business.
Below is an update on progress against the areas identified for
further focus in the prior year’s evaluation.
Continual assessment of the
Board structure
Following the departures of Greg Lock, Cindy Rose and David Wei at the 2019 AGM, the
Nomination Committee considered the skill–sets that would complement the expertise
of the continuing Non-Executive Directors and, following due process, Gill Whitehead was
appointed in August. Details of the process undertaken during her appointment are set out
on page 123.
Increasing contact with
divisional colleagues
All divisional CEOs, along with some of their Senior Management teams, attended the strategy
meetings in September/October 2019. Divisional CFOs attend at least one Audit Committee
meeting during the year to present divisional Risk Reports and an update on trading.
In addition, town hall meetings were held in London, Oxford and Hong Kong during 2019.
Increasing the frequency of Non-
Executive Director only discussions
Non-Executive Directors met at least twice during 2020 without the Executive Directors
being present.
Enhancing the work being undertaken
on colleague engagement
Helen Owers regularly met with the Group HR Director, Director of Communications and Company
Secretary to monitor the ways in which the Board engages with colleagues and was personally
involved in several additional activities during the year. See the Heart of Informa section on
pages 34 to 41 for more details.
Board and Senior Management
succession planning
See the Nomination Committee Report which follows on pages 122 to 124 for further details.
The next triennial external evaluation is scheduled to take place during 2020, although this may be delayed into 2021, pending the
appointment of a new Chairperson.
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Relations with Shareholders and wider stakeholders
As set out in the Heart of Informa section, Shareholders are among
the Group’s most important stakeholders.
The support offered by both our equity and debt holders provides the
financial capital that allows us to fund ongoing operations, reinvest in
our people, products and platforms, and make additions to the Group
that in turn enable us to extend our scale, reach and specialism.
Informa has an active investor and Shareholder engagement
programme designed to maintain positive and constructive relations
with key financial audiences, including institutional investors, buyside
and sellside analysts, debt holders and potential Shareholders in the
UK and internationally. The Group also engages with the proxy agencies
that advise certain Shareholders on governance and voting matters.
We aim to provide clear, timely and balanced corporate and financial
information, both in person and digitally, creating ongoing dialogue
and discussion between management and these audiences, and
ensuring all applicable standards for public company disclosure
are met.
Informa operates a Level I sponsored American Depository Receipts
(ADR) programme through BNY Mellon to facilitate investment from
US-based Shareholders, with ADR ownership accounting for 1.35%
of Informa’s share capital at the end of December 2019.
For more information on how investor engagement is governed, and
the way in which the Board receives the views of Shareholders on a
regular basis directly and through reporting, see pages 46 and 47.
2019 Shareholder and debt holder engagement
Board
Group Chief
Executive and Group
Finance Director
Investor Relations
Treasury
How we engage
Information flow
• All Board members attend the AGM
• Chairman undertakes an Annual Shareholder
Roadshow to meet shareholders. In 2019 he
was joined by the Chair of the Remuneration
Committee and the Senior Independent Director
• The Board meets Shareholders and addresses
any questions raised formally during the AGM or
informally in the discussions before and after
• The Chairman provides a detailed report to the
Board on the topics discussed with Shareholders
during his Annual Shareholder Roadshow and at
other times during the year
• Meet current and potential shareholders at
• Communicate significant concerns raised by
pre-planned roadshows and on an ad hoc basis
Shareholders to the Board
• Attend major investor conferences
• Attends major investor conferences
• Engages with analysts on a regular basis
• Ensures relevant materials are available online
in an easily accessible format
• Regularly engages with debt holders and credit
rating agencies through conference calls and
face-to-face meetings
• Detailed Investor Relations Report provided to
the Board at each meeting
• Updates provided at Board meetings
Colleagues
• Colleagues in specialist roles participate in
• Feedback provided to the Investor
Investor Days and event visits, and demonstrate
data and content products
Relations team
In total, Informa held around 300 meetings with investors and analysts through 2019.
120
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 2019 key engagement forums
Annual General Meeting
January
March
May
June
July
August
September
• Chairman’s Annual Shareholder Roadshow
• Full-year results presentation
• Investor meetings at Citibank Communication
Services Conference
• Investor Day including product demonstrations
• Annual General Meeting and trading update
• Investor panel at Informa’s internal leadership
conference ReInvent
• Half-year results presentation
• Investor meetings at Wells Fargo Technology
Services Forum
• Investor meetings at Barclays Global
Technology Media and Telecom
Communications Conference
• Investor meetings at Deutsche Bank
TMT Conference
November
• Investor and analyst visit to CPhI Frankfurt
• 10-month trading update statement and
conference call
• Investor meetings at Morgan Stanley TMT
Conference, Barcelona
• Investor meetings at Investec Best Ideas
Conference, London
December
• Investor meetings at Berenberg
European Conference
The AGM is a valuable forum at which the Board can engage
with investors, and retail investors in particular. All Directors
attend, and an update is given on the Company’s performance.
Shareholders are encouraged to ask questions to individual
Directors and the Chairmen of the Board Committees are
available for specific questions relating to Audit, Nomination and
Remuneration matters. The Directors are also available to meet
with Shareholders on an individual basis after the AGM.
AGM 2019
The 2019 AGM was held at Informa’s offices at 240 Blackfriars
Road in London on 24 May 2019 with all continuing Directors in
attendance. A poll was taken on each resolution and all were passed
by the required majority.
The Board noted the voting outcome on the reappointment of
Stephen Davidson as a Director, which received 64.42% support
from Shareholders. As set out on page 115 , to allay any concerns by
investors that he was unable to fulfil his responsibilities as a result
of other commitments, Stephen Davidson elected to stand down
from the Board of RBG Holdings plc (formerly Rosenblatt plc) in
January 2020.
AGM 2020
The 2020 AGM will be held on Friday 12 June 2020 at 240 Blackfriars
Road, London, SE1 8BF at 11.00 am. The Notice of AGM is being
dispatched as a separate document to all Shareholders and will also
be available on the Informa website. It sets out the resolutions to be
proposed at the AGM and an explanation of each resolution.
All Shareholders are invited to attend the AGM. We have provided
at least 20 working days’ notice of the AGM to allow Shareholders
time to consider the resolutions being proposed. Shareholders are
encouraged to attend in person or may appoint a proxy if they are
unable to do so. Details on proxy appointments and the voting
process can be found in the Notice.
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Nomination Committee Report
• Ensuring appropriate succession plans are in place for the Board
and reviewing similar plans for Senior Executives
• Reviewing critical colleague engagement activities, monitoring
diversity and inclusion initiatives across the Group and reviewing
our gender pay reporting
• Assisting the Chairman with implementing the annual Board
evaluation process, ensuring that an externally facilitated
evaluation is performed at least every three years
• Reviewing and approving the Committee’s disclosures in the
Annual Report and reviewing the Committee’s terms of reference
on a regular basis
The Board receives a verbal report on the outcome of Committee
meetings and all Directors receive the minutes of Committee
meetings for information.
Committee membership and attendance
All independent Non-Executive Directors are members of the
Committee and their biographies can be found on pages 110 and 111.
The Committee met four times during 2019 and members’ attendance
at meetings is set out below:
Members
Date of Committee
appointment
Date of
resignation
Attendance
Derek Mapp (Chairman)
10 March 2008
Gareth Bullock
Stephen Davidson
David Flaschen
Mary McDowell
Helen Owers
John Rishton
Gill Whitehead
Greg Lock
Cindy Rose
David Wei
24 July 2014
25 May 2018
25 May 2018
15 June 2018
25 May 2018
25 May 2018
1 August 2019
15 June 2018
24 May 2019
24 July 2014
24 May 2019
15 June 2018
24 May 2019
4/4
4/4
4/4
4/4
4/4
4/4
4/4
1/1
2/2
1/2
1/2
Stephen A. Carter attends all Nomination Committee meetings by
invitation and Gareth Wright attended the final Committee meeting
of 2019 when the conclusions of the annual Board evaluation
were reviewed.
In addition to formal meetings during the year, there were regular
informal discussions on succession planning.
Derek Mapp
Chairman
Nomination Committee
Dear Shareholder
I am pleased once again to present the Report of the Nomination
Committee (the Committee) for the year ended 31 December 2019.
Responsibilities
The Committee’s terms of reference are reviewed annually, most
recently in December 2019, and are available on the Informa website.
As a broad summary, the Committee is tasked to continuously assess
and review how the Board is structured, considering whether any
changes are required, and monitoring the engagement and retention
of talent across the Group. This includes:
• Reviewing the size, structure and composition of the Board,
identifying and recommending suitable candidates for Board
appointments, their reappointment and annual re-election
by Shareholders, and their membership of the Board’s
standing Committees
122
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Key activities during 2019
Board appointments
The Committee regularly reviews the structure, size and composition
of the Board. It is important to us, and ultimately to the success of
the Group, that the Board can draw on the a range of relevant and
valuable skills and experience provided by the Directors. This includes
maintaining a balance in diversity of gender, background, experience
and styles of thought.
During the annual evaluation process, the Chairman and Company
Secretary review the balance of skills and experience on the Board
and the outcomes for 2019 are set out in the table below.
As set out in last year’s Annual Report, Greg Lock retired from the
Board at the conclusion of the 2019 AGM. In addition, both Cindy
Rose and David Wei elected to stand down from the Board at that
time, due to other business commitments.
The Committee agreed that one further Non-Executive Director should
be appointed to the Board, to maintain a balance between Board size
and the skills and capabilities available to the Company. A process was
undertaken by the Committee to identify and select a Director and, as
a result, we recommended that Gill Whitehead be appointed.
Succession planning
The Committee maintains and regularly reviews the succession
plans for the Board and Senior Management. Succession plans
for the Executive Directors and members of Senior Management
are prepared so as to reflect their day-to-day responsibilities for
business operations. The Group Chief Executive, Chairman and
other Non-Executive Directors consider the succession plans for
the EMT and other Senior Management during a private meeting at
least annually. Under the direction of the Group Chief Executive, the
Committee also monitors the talent and performance management
of Senior Executives across the Divisions.
Succession plans for the Non-Executive Directors reflect the nature of
their roles and the 2018 Code requirement to regularly refresh the Board.
During 2019 the Committee also recommended to the Board that
John Rishton be appointed for a second three-year term, with effect
from 1 September 2019.
Before recommending resolutions to reappoint Non-Executive
Directors to the Board or to elect or re-elect Directors at the AGM,
the Committee assesses their continued independence, the time
commitment required and whether the continued appointment
would be in the best interests of the Company. It gives detailed
consideration to each Non-Executive Director’s contribution to the
Board and its Committees, together with the overall balance of
knowledge, skills, experience and diversity on the Board as a whole.
A snapshot of the Board appointment process
1. Determining the role requirements
The Committee reviewed the current structure and composition
of the Board, including the skills, experience, diversity and
attributes of the current Directors, and considered the
additional qualities that would benefit the Board in light of the
Group’s composition and strategic direction.
2. Creating the brief
The Committee, with the support of consultants Russell
Reynolds, prepared a comprehensive brief for the position which
included the requirement for a well-rounded business person
with international experience as well as knowledge of business-
to-business services or technology.
3. Longlist and shortlist review
Under the leadership of the Chairman, the Committee considered
the initial balanced longlist of candidates. Uppermost in the
criteria for selection was the quality of the individual, who should
be collegiate, bright, and willing and able to contribute to, and
promote, open and honest discussion. Those shortlisted were
interviewed by several of the Committee and the Group Chief
Executive. The preferred candidate was then invited to speak to
all other members of the Board before a final decision was made.
4. Due diligence and recommendation
Due diligence was undertaken and references taken up.
Once completed, the Committee made a recommendation to
the Board that Gill Whitehead be appointed as a Non-Executive
Director and her appointment was formally announced following
approval by the Board.
Gill is an experienced executive and non-executive board
director with significant leadership experience gained within the
broadcast and digital media sectors, underpinned by a strong
background in strategy consulting. She has worked at Google
Inc., BBC Worldwide, Channel 4 and Deloitte and is a qualified
accountant. In particular, her expertise in digital and consumer
insight and behavioural trends in a business-to-business context
enhances the Board’s strength in those areas.
Details of the induction process undertaken by Gill are set out
on page 118.
Other than the provision of recruitment consultancy services,
Russell Reynolds does not have any connection with Informa.
Board balance by experience and skills
Media and Technology sector
Business-to-business operations
Digital and Technology
Financial management
Governance and risk control
Marketing engagement
Mergers and acquisitions
International experience
PLC expertise
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Nomination Committee Report continued
Board balance by independence
Board balance by gender
Executive Directors – 20%
Independent Non-Executive Directors – 80%
Female – 30%
Male – 70%
The Committee believes that each Non-Executive Director continues
to demonstrate commitment to their role as a member of the
Board and its Committees, discharges their duties effectively and
makes valuable contributions to the leadership of the Company
for the benefit of all stakeholders. Accordingly, the Committee
recommended to the Board that resolutions to elect or re-elect
each continuing Non-Executive Director be proposed as appropriate
to the AGM alongside the resolutions to re-elect the Executive
Directors. Biographies for each Director can be found on pages
110 and 111.
Directors do not participate in any debate or decision about their
own reappointment.
Succession process for Board Chairman
On 7 January 2020, the Board confirmed that it had started a process
to identify a successor to the Chairman of the Board. This process
is being led by the Group’s Senior Independent Director, Gareth
Bullock, on behalf of the Committee, with external advice being
provided by Spencer Stuart. It is expected that the new Chairperson
will be in place during 2020, following a suitable handover period.
Further details of the process being followed will be provided in next
year’s Annual Report.
Diversity and inclusion
Throughout the Group, as well as at a Board level, we seek to
recognise and encourage diversity in its broadest sense including,
but not limited to, gender, age, disability, ethnicity, education and
social background, and to foster a working environment based
on respect that welcomes all talents and allows all colleagues to
participate on an equal basis.
During the year, the Committee reviewed its policy on diversity.
The Board continues to be guided by the targets set by the 30%
Club and the Hampton-Alexander Review and aspires for women to
represent 33% of Board membership and to improving the gender
balance of leadership teams and Senior Management. The Board
also continues to support the findings of the Parker Review on the
ethnic diversity of boards. At 31 December 2019, and at the date of
this report, 30% of the Board is female.
The Group Chief Executive is a member of the 30% Club, an
international organisation working to increase the representation
of women and diverse talent at all levels.
124
As described in the Heart of Informa section on pages 34 to 47, Informa
is a people business and our colleagues are our most important assets.
There is a range of ways the Group uses to attract, support and engage
colleagues, and the aim is to ensure Informa is a great place to work,
where there is a mix and balance of talent and opportunities for
personal and professional development, alongside recognition and fair
reward. We believe this in turn ensures the Company can continue to
succeed and deliver for customers and Shareholders, and deliver the
returns that allow reinvestment into colleagues and the business too.
The Committee believes that diversity and maintaining a balanced
mix of talent at all levels brings competitive advantage to the Group
and supports the business’s future growth and potential.
Informa operates multiple programmes for attracting outstanding
early-career talent, including Apprenticeship Schemes around
some of our UK hubs and a Group Graduate Fellowship Scheme
that provides graduates with exposure to many parts of Informa’s
international business.
Informa remains accredited by the UK Living Wage Foundation.
UK colleagues and gender pay
The Group will shortly publish its third UK Colleagues and Pay
Report, which sets out any difference between the average pay
of UK female and male colleagues as required under legislation.
As at April 2019, the Group’s UK gender pay gap stood at 22.3%, driven
by a greater number of male than female colleagues in the upper
quartile of pay, and with more balance evident in colleague numbers
and pay within the other three quartiles. The comparative Group
figure for 2018 is 22.7%, combining the total figures for Informa and
UBM entities that were separately reported that year. The comparative
UK national average is 17.3%. The bonus pay gap was 43% (2018: 37%).
Details of the programmes and initiatives underway to ensure all
colleagues can develop their careers in the Group on an equal basis is
included in the UK Colleagues and Pay Report on the Informa website.
Board and colleague balance by gender
Average over 2019
Average over 2018
Colleagues
Senior
Management and
direct reports
Directors
F 6,670
M 4,568
F 65
M 150
F 3
M 7
F 59%
M 41%
F 30%
M 70%
F 30%
M 70%
F 6,649
M 4,548
F 80
M 170
F 3
M 9
F 59%
M 41%
F 32%
M 68%
F 25%
M 75%
Derek Mapp
Chairman of the Nomination Committee
9 March 2020
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Accountability
Accountability
Audit, risk and internal controls
The Directors are responsible for preparing the Annual Report and
Accounts. The Directors’ Responsibilities Statement can be found on
page 147 and includes an explanation of how the Directors ensured
that the Annual Report for the year ended 31 December 2019 is fair,
balanced and understandable. Details of the business model and
how the Company generates value for stakeholders are set out in the
Strategic Report on pages 20 and 21.
The Board continues to be responsible for ensuring that the Group
maintains a sound system of internal controls, and regularly reviews
their effectiveness, including financial, operational and compliance
controls, risk management and the Group’s high level internal control
arrangements. Informa’s system of internal controls is designed
to manage material risks by addressing the causes and mitigating
potential impacts. The systems can only provide reasonable, rather
than absolute, assurance against material misstatement or loss, and
the Board recognises that the cost of control procedures should not
exceed the expected benefits.
The Board recognise that risks must be taken in order to achieve the
Group’s business objectives and has mandated a responsible and
balanced approach to managing risk through its risk appetite and
tolerance statements.
Responsibility for the day-to-day management of the Group
rests with the Group Chief Executive, supported by the
Executive Management Team. The EMT includes the CEO of each
Division together with key Senior Management from Group
functions. The EMT met fortnightly by telephone and monthly
in person during 2019 to consider the implementation of Group
strategies, plans and policies, to monitor operational and financial
performance and to manage risks. As far as possible, each Division
is given operational autonomy within an internal control framework.
Details of the activities of the Operating Divisions are set out on
pages 56 to 77.
As illustrated in the Risk Management section on pages 80 to 90, the
Board has a risk management framework for identifying, evaluating
and managing the significant risks faced by the Group which is
overseen by the Risk Committee. Informa’s internal control and risk
management systems and procedures around financial reporting
include the following:
• Business planning: Each Operating Division produces and agrees
an annual business plan against which the performance of the
business is regularly monitored
• Financial analysis: Each Division’s operating profitability and
capital expenditure are closely monitored. Management incentives
are tied to annual and longer-term financial results. These results
include explanations of variances between forecast and budgeted
performance and are reviewed in detail by the EMT on a monthly
basis. Key financial information is regularly reported to the Board
• Group Authority Framework: The framework provides clear
guidelines on approval limits for capital and operating expenditure
and other key business decisions for all Divisions
• Risk assessment: Risk assessment is embedded into the
operations of the Group and reports are provided to the EMT,
Risk Committee, Audit Committee and the Board
• Compliance: Compliance policies and procedures are based on the
US Federal Sentencing Guidelines and address the wide variety of
legislature and other requirements with which the Group has to
comply. Regular reports are provided to the Board, the EMT and
divisional management
The Board has delegated oversight of these controls to the Audit
Committee which considered the following factors in determining
the overall effectiveness of the Group’s risks and associated
control environment:
• The Risk Committee, a sub-committee of the Audit Committee,
reports on the effectiveness of risk management, governance
and compliance activity within the Group
• The Audit Committee approved a schedule of work to be
undertaken by the Group’s Internal Audit team during the year.
It receives reports on any issues identified during these audits and
follows up on the implementation of management action plans,
ensuring any identified control weaknesses are addressed
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Audit Committee Report
This year, there have been changes to the membership of the
Committee and we were pleased to welcome Gill Whitehead as a
member of the Committee on 1 August 2019 on her appointment to
the Board. Gill was most recently Senior Director of Client Solutions
& Analytics at Google UK, during which time she led teams in data
analysis, measurement, user experience, consumer segmentation and
insights. She is currently undertaking an MSc in Social Sciences of the
Internet at the University of Oxford’s Internet Institute. Gill previously
held a range of strategy leadership and technology-driven roles at
the BBC and Channel 4. Gill is a Fellow of the Institute of Chartered
Accountants and began her career at the Bank of England and then
Deloitte Consulting.
Both Greg Lock and Cindy Rose retired from the Committee, and the
Board, during the year following their decisions not to seek re-election
at the 2019 AGM. I would like to thank them for their balanced and
insightful contributions to the Committee during their tenure.
Independence and experience
The Board has confirmed that it is satisfied that all members of
the Committee are independent in judgement and have the broad
commercial knowledge and competence in the business-to-business
information services market and specialist industry markets in
which Informa operates. Each Committee member provides a mix
of business and financial experience that allows them to effectively
discuss, challenge and oversee critical financial matters and fulfil
their responsibilities.
The Board has also determined that I continue to meet the
specific requirement of having significant, recent and relevant
financial experience.
Attendance
The Committee held four meetings in 2019 and members’ attendance
at meetings is set out below:
Director
Position
Date of Committee
appointment
Date of
resignation
Attendance
John Rishton
Chairman
1 September 2016
Gareth Bullock Member
1 January 2014
David Flaschen Member
1 October 2015
Gill Whitehead Member
1 August 2019
Greg Lock
Cindy Rose
Member
Member
15 June 2018
24 May 2019
1 August 2013
24 May 2019
4/4
4/4
4/4
1/1
2/2
1/2
John Rishton
Chairman
Audit Committee
Dear Shareholder
I am pleased to present the report of the Audit Committee
(the Committee) for the year ended 31 December 2019.
In this report, the Committee has sought to provide a clear and
understandable insight into the significant matters considered during
the year and how we have carried out our role and responsibilities.
I would like to thank the members of the Committee, the Executive
Management Team and both internal and external auditors for their
input into the open and robust discussions that take place during
our meetings.
Committee membership
The Committee members are Gareth Bullock, David Flaschen and Gill
Whitehead, while I continue to chair the Committee. All members are
independent Non-Executive Directors and full biographies are set out
on pages 110 and 111.
126
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Principal responsibilities
The principal responsibilities of the Committee are:
Financial reporting: To monitor the integrity of the Company and
the Group’s financial statements and any formal announcement
relating to the financial performance, to review significant financial
reporting judgements, issues and estimates, and to confirm
whether, taken as a whole, the Annual Report is fair, balanced
and understandable.
Risk management and internal controls: On behalf of the Board,
to review and monitor the effectiveness of the Group’s internal
financial controls and risk management systems and procedures.
External audit: To assess the effectiveness of the external
audit process, to review and monitor the external auditor’s
independence and objectivity, to develop and implement a policy
on the supply of non-audit services by the external auditor and
to make recommendations to the Board about the appointment,
reappointment and removal of the external auditor and the
remuneration and terms of engagement.
Internal audit: To monitor and review the effectiveness of the
Internal Audit function and the annual internal audit plan.
The Committee’s full terms of reference, which are reviewed
annually, are available on the Informa website.
All Board members have an open invitation to attend Committee
meetings and are particularly encouraged to attend the meetings
held in March and July each year when the full-year and half-year
results are considered.
Members of the Senior Management team, including the Group
Finance Director, Chief Operating Officer, Head of Group Finance,
Head of Internal Audit and Group General Counsel, are invited to
attend each meeting together with representatives of the external
auditor. During 2019, the Head of Group Tax, Chief Information
Officer, Head of Group Compliance, Group Head of Health, Safety
and Security and Divisional Chief Financial Officers attended to
facilitate information-sharing and discussion.
Committee meetings conclude with private meetings between
the members and, both jointly and separately, the external
audit partners and internal auditors, without management
being present.
I continue to hold regular meetings with the Board Chairman,
the Group Chief Executive and the Group Finance Director, as well
as other members of the EMT to obtain a good understanding of
issues affecting the Group and to identify matters which require
discussion at Committee meetings. I also meet the external audit
partner and Head of Internal Audit privately to discuss any matter
they wish to raise or concerns they may have.
Training and external advice
Directors are given updated information on legal and governance
requirements on an ongoing and timely basis. New members of
the Committee receive an induction on joining and members of the
Committee are able to obtain training at the Company’s expense on
any legal or accounting requirements required to carry out their roles.
The Committee’s terms of reference also allow members of the
Committee to obtain independent legal and professional advice at
the Company’s expense. No such advice was obtained during 2019.
Audit Committee focus during 2019
Area of focus
Matters considered
Financial reporting
• The accuracy and integrity of the full-year and half-year financial results and the Annual Report and Financial Statements
• The appropriateness and disclosure of accounting policies and key judgements including:
– The accounting treatment for acquisitions and disposals
– The treatment of impairments
– The implementation of IFRS 16 Leases
– The treatment of adjusting items in the Consolidated Income Statement
• Whether the 2018 Annual Report and Financial Statements and 2019 half-year press release were fair, balanced and understandable
• Reviewed non-financial KPIs relevant to the Group
External audit
• Approved the external auditor’s audit plan for the Group’s 2019 financial statements and associated audit fee schedule
• Reviewed and approved non-audit services and related fees payable to the Group’s external auditor
• Reviewed external auditor effectiveness including confirmation of independence
Internal audit
• Reviewed and approved the annual internal audit plan
• Review of internal auditor effectiveness including ensuring that audit actions were resolved in a timely manner
Risk management and
internal controls
• Reviewed the adequacy and appropriateness of the Group’s system of controls and its effectiveness, with relevant input from the
Group’s internal and external auditors
• Considered risks associated with technology failure and reviewed the Group’s IT systems
• Reviewed work undertaken by the Risk Committee
• Considered the Group’s risk appetite and tolerance, reviewed the Group’s principal risks and controls in place to mitigate those risks,
and the process to identify and manage any emerging risks
• Review of tax, treasury and other risks relating to the size and complexity of the Group
Corporate governance • Review of reports on the Group’s whistleblowing, and anti-bribery and corruption procedures
Other key matters
considered
• Review of Group Treasury Policy
• Review of Group tax strategy
• Review of Committee effectiveness and its terms of reference
127
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Audit Committee Report continued
Financial reporting
At the request of the Board, the Committee reviews the content
and tone of the preliminary results announcement, Annual Report
and Accounts and the half-year financial results. Drafts of the
Annual Report are reviewed by the Committee Chairman and the
Committee as a whole prior to formal consideration by the Board.
Fair, balanced and understandable reporting
Since the year end, the Committee has reviewed the form and
content of the 2019 Annual Report and the incorporated financial
statements and considered the processes used to prepare and
verify the content.
As part of the review, the Committee considered the process for
preparing the Annual Report, including the oversight of the steering
committee, and the way in which the overall prospects and financial
position of the Group are disclosed, in particular:
• Whether the overall message of the narrative reporting was
consistent with the primary financial statements, the industry
as a whole and the wider economic environment
• Whether the Annual Report was consistent with information
previously communicated to investors, analysts and
other stakeholders
• The consistency of the Strategic Report and the
financial statements
• The linkage between the Company’s performance, business
model and strategy
In addition, the Committee assessed whether suitable accounting
policies had been adopted by the Group and reviewed accounting
papers prepared by the EMT on the main financial reporting
judgements as well as the external auditor’s reports on the full-year
and half-year results.
As a result, the Committee reported to the Board that we
considered that the Annual Report, taken as a whole, is fair,
balanced and understandable, and that it provided the necessary
information for Shareholders to adequately assess the Company’s
position and performance, business model and strategy.
During the year, the Company received a letter from the Financial
Reporting Council (FRC) requesting information in relation to certain
disclosures in the 2018 Annual Report. Following the Company’s
response, the FRC confirmed that its enquiry is closed. The FRC
review was limited to the 2018 Annual Report and did not benefit
from detailed knowledge of Informa’s business.
As a result of the FRC letter, we have clarified and enhanced certain
disclosures in the 2019 Annual Report.
Risk management and internal controls
The Board has delegated responsibility for overseeing the
effectiveness of the Group’s risk management and internal control
systems to the Committee. The Committee has established
and has oversight of an executive Risk Committee, receiving
minutes of all its meetings and discussing any significant matters
raised. As Chairman of the Committee, I attend at least one Risk
Committee meeting annually.
Significant judgement areas
The critical accounting judgements and key accounting matters considered by the Committee in relation to the financial statements during
the year ended 31 December 2019 are set out below:
Identification of cash
generating units
For impairment testing purposes, judgement is used to allocate goodwill to the specific groups of cash generating units (CGUs) that
have benefited or are expected to benefit from this goodwill. When there are changes in business structure, judgement is required
to identify any changes to the CGU groups, taking account of the lowest level of independent cash inflows being generated, among
other factors. As at 31 December 2019 there were 19 CGUs (2018: 23).
Contingent consideration When the consideration transferred by the Group in a business combination includes assets or liabilities from a contingent
consideration arrangement, it is measured at its acquisition-date fair value and is included as part of the consideration transferred
in the combination. The contingent consideration is based on future business valuations and profit multiples and estimated on
an acquisition by acquisition basis using available profit forecasts. The higher the profit forecast, the higher the fair value of any
contingent consideration (subject to any maximum payout clauses). Changes in fair value of the contingent consideration, outside
of measurement period adjustments, are recognised as adjusting items in the Income Statement.
Measurement of
retirement benefit
obligations
The measurement of the retirement benefit obligations and surplus involves the use of a number of assumptions. The most
significant of these relate to the discount rate, the rate of increase in salaries, and pension and mortality assumptions. The most
significant scheme in the Group is the UBM Pension Scheme.
Note 34 on pages 212 to 216 details the principal assumptions which have been adopted following advice received from independent
actuaries and also provides sensitivity analysis with regard to changes to these assumptions.
Implementation of new
accounting standards
(IFRS 16)
The Group adopted IFRS 16 on 1 January 2019 using the modified retrospective approach. The disclosure of the 2019 income
statement impact and the associated disclosures are set out in the Financial Review and in Note 38 on pages 218 to 221. IFRS 16
requires certain judgements and estimates to be made. The most significant of these relate to the discount rates used and the term
of the lease life. Further details on these assumptions are presented in Note 2 on pages 164 to 174.
Adjusting items
Business acquisitions
and disposals
Management judgement is applied in classifying items as adjusting items and these are reviewed throughout the year to consider
their nature, quantum, if they meet the definition and their disclosure. Adjusting items are defined in the glossary and disclosure of
these items is shown in Note 8 on page 181.
On acquisition the Group is required to make judgements to estimate the fair value of assets and liabilities acquired; in particular
the amounts attributed to separate intangible assets such as titles, brands, acquired customer lists and associated customer
relationships. These judgements impact the amount of goodwill recognised on acquisitions. Any provisional amounts are
subsequently finalised within the 12-month measurement period, as permitted by IFRS 3. Details of acquisitions in the year
are set out in Note 18 on pages 191 to 194.
For disposals the significant judgements are the estimation of the fair value of deferred consideration together with the allocation
of goodwill and intangibles that relate to businesses sold. Disposals are shown in Note 21 on page 197.
128
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Risk Committee
The Committee is responsible for ensuring Group risk is managed
effectively. The Risk Committee monitors business risks and their
impact on the Group and reports its findings to the Committee.
During 2019, the composition of the Risk Committee was reviewed
and now comprises the Group Finance Director, Chief Operating
Officer, Head of Internal Audit, Head of Group Finance, Group Chief
Information Officer, Group General Counsel, Group HR Director,
Head of Group Risk and Head of Group Compliance. Gareth Wright,
Group Finance Director, is Chairman of the Risk Committee.
The Risk Committee meets quarterly and its principal duties include:
• Providing guidance to the Board and the Committee regarding
the Group’s overall risk appetite, tolerance and strategy
• Overseeing and advising the Board and the Committee on the
Group’s current risk exposures and recommending which risks
should be recognised as the Group’s principal risks
• Ensuring that a robust assessment is completed of the principal
risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity
• Reviewing the Group’s overall risk assessment processes, the
parameters of the qualitative and quantitative metrics used to
review the Group’s risks, and monitoring the actions taken to
mitigate them
• Monitoring and reviewing all material controls
• Reviewing the effectiveness of the Group’s internal control and
risk management systems, including all material operational and
compliance controls
• Reviewing the Group’s approach to, and management of,
health and safety risks, including the Health and Safety Risk
Appetite Statement
• Reviewing the adequacy and security of the Company’s
whistleblowing arrangements for colleagues and contractors
to raise concerns in confidence about possible wrongdoing in
financial reporting or other matters
• Reviewing the Group’s instances of fraud and fraud reporting
to the Committee
• Reviewing the Group’s insurance arrangements
As part of its remit, the Risk Committee regularly monitors the
Group’s investment and approach in areas that are critical to
performance, the protection of its intellectual property and the
integrity of its data and financial reporting.
During the year, data protection leads have been appointed in each
of the Divisions with support, where necessary, from the Group
Data Protection Officer. A programme of training was rolled out
from Group level through to the Divisions, and a Data Protection
Management Forum was established comprising key colleagues
with relevant responsibilities. Data protection is regularly reviewed
by the Risk Committee and the Committee continues to monitor
and shape the approach taken to it.
Divisional risk reviews
Divisional CFOs present their divisional risk registers quarterly
allowing the Risk Committee to assess how risks are managed and
the actions being taken with regard to significant and emerging
risks. Divisional risks form part of the Group risk register from
which the Group’s principal risks are identified and their rating
materiality determined.
Further information on the principal risks and their mitigations are
set out on pages 80 to 90 above.
External auditor
Deloitte LLP (Deloitte) continues as the Group’s external auditor.
Deloitte was first appointed as the Group’s external auditor in
2004 and was reappointed following an audit tender in 2016.
The Committee keeps the appointment of the external auditor
under review on an annual basis and, in accordance with legislation
and its own terms of reference, will ensure that a competitive
tender for external audit services takes place every 10 years.
Deloitte’s last eligible year to serve as the Group’s auditor will be
the year ending 31 December 2023.
Anna Marks has acted as the audit engagement partner since
August 2018. Anna is a qualified accountant and a senior audit
partner in the London audit practice.
The Committee takes its responsibility for the development,
implementation and monitoring of the Group’s policy on external
audit seriously. This policy assigns oversight responsibility for
monitoring independence, objectivity and compliance with ethical
and regulatory requirements to the Committee, and day-to-
day responsibility to the Group Finance Director. It states that
the external auditor is jointly responsible to the Board and the
Committee, with the Committee as the primary contact. The policy
also sets out which categories of non-audit services the external
auditor will and will not be allowed to provide to the Group.
Non-audit services
The Committee considers that certain non-audit services should be
provided by the external auditor, because its existing knowledge
of the business makes this the most efficient and effective way for
non-audit services to be carried out.
The Committee regularly reviews the Non-Audit Fees Policy in order
to safeguard the ongoing independence of the external auditor and
ensure the Group complies with the Financial Reporting Council
Ethical Standard for Auditors and other EU audit regulations.
The policy defines and describes:
• Those services the auditor is and is not permitted to provide
• Those services where provision by the external auditor has been
pre-approved by the Committee or where the specific approval
of the Committee is required before the auditor provides
the service
• The fee arrangements appropriate for external
auditor engagements
• The internal approval and external reporting mechanisms
129
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Internal audit
This was the first full year when the co-sourcing partnership
between an in-house internal audit team and KPMG, with both
reporting into a single Group Head of Internal Audit, was in place.
The arrangement has worked well, with KPMG providing additional
expertise where required.
At the beginning of each year the Committee approves the annual
internal audit plan with an emphasis on the Group’s key risk areas
and certain key financial controls. The Head of Internal Audit
attends each Audit Committee and Risk Committee meeting,
tabling reports on:
• Any issues identified around the Group’s business processes and
control activities during the course of their work
• The implementation of management action plans to address any
identified control weaknesses
• Any management action plans where resolution is overdue
An Internal Audit effectiveness review is carried out in December
each year to assess the delivery of the function and areas
for improvement.
Committee effectiveness
The 2019 evaluation of the Committee’s performance was
undertaken as part of the broader performance evaluation
conducted by the Chairman of the Board. Details of the evaluation
process are set out on page 119 and I am pleased to confirm that its
conclusion was that the Committee continued to operate effectively,
and was thorough and efficient in dealing with all matters in its remit.
John Rishton
Chairman of the Audit Committee
9 March 2020
Audit Committee Report continued
The policy allows the external auditor to provide the following
non-audit services to the Informa Group:
• Audit-related services
• Reporting accountant services
• Assurance services in relation to financial statements within an
M&A transaction such as providing comfort letters in connection
with any prospectus that Informa may issue
• Other non-audit services not covered in the list of prohibited
and permitted services, where the threat to the auditor’s
independence and objectivity is considered trivial and safeguards
are applied to reduce any threat to an acceptable level
While the policy also allows the external auditor to provide tax
advisory and compliance work for non-EEA subsidiaries and
expatriate tax work, these were not provided during 2019 and
will be prohibited from March 2020.
Details of all fees charged by the external auditor during the
year ended 31 December 2019 are set out in Note 7 on page 180.
During the year, the Group paid non-audit fees totalling £0.3m to
Deloitte (2018: £2.8m), being 9% (2018: 88%) of the 2019 audit fee.
The non-audit fees consisted of £0.2m in relation to the half-year
review and £0.1m for assurance in respect of the EMTN programme
annual update, the refinancing that took place in October 2019 and
for specified procedures completed as part of the verification of the
2018 Executive Directors’ remuneration.
The non-audit fees incurred were disclosed and approved
in accordance with Group policy.
External auditor effectiveness
The performance of the external auditor continues to be reviewed
annually, in accordance with best practice, to assess the delivery of
the external audit service and to identify areas for improvement.
In performing the 2019 review, the Committee assessed:
• Level of auditing skills and technical accounting knowledge as well
as the level of knowledge of the Group’s operations demonstrated
by the audit team
• Integrity, independence and objectivity of the audit team
• Accessibility and interaction with the Committee, including
briefings on significant and emerging issues
• Adequacy of audit scope, planning and use of technology
• Quality of partner, lead manager and specialists (if required)
• Robustness and efficiency of the audit
• Whether there was an appropriate focus on the material risks
facing the Group, including fraud
• Communications
• Value of insights
Overall, the evaluation feedback showed a high satisfaction rating for
Deloitte’s role as extremal auditor during 2019, and an improvement
on the 2018 evaluation result. Some areas for improvement remain
and these will be addressed during 2020.
The lead audit partner also met each member of the Committee to
establish their expectations for the 2019 audit and a report on how
the external auditor performed against these expectations was
included in the year end briefing to the Committee.
130
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Directors’ Remuneration Report
maintain regular contact with investors, allowing us to understand
their views on the Company’s strategy and management,
whilst discussing the latest thinking on governance matters
including remuneration.
In implementing the Policy, our ethos remains the same. We seek
to incentivise the Executive Directors in a way that links directly to
strategy and aligns closely with Shareholders’ interests, with the
focus on pay for performance. This means there is more emphasis
on variable incentives ahead of fixed pay, with performance
measures that reflect expectations both internally and externally.
One of the things that Informa has always prided itself on is the vibrant,
inclusive and engaged culture at the Group, and so we welcome the
growing recognition from investors of its importance to long-term
success. To reflect this, we have introduced an additional culture and
engagement measure within the Group Chief Executive’s 2019 STIP.
As that illustrates, implementation of the Policy is not rigid. We adapt and
update our approach to ensure we maintain alignment with Shareholders
and reflect the latest market practice, and so that performance measures
reflect the evolving nature of the Company. That was also evident in 2018,
when we introduced an LTIP measure directly related to the delivery of
the AIP. This has proved to be an effective incentive, ensuring the AIP was
completed on schedule in June 2019, a positive outcome for Shareholders,
colleagues and customers.
That flexible approach to incentives is mirrored throughout the
organisation. Informa has growing international reach and operates
across many different specialist markets. With strong competition
for high quality talent across the world, it is essential we adapt our
approach in these different markets and geographies to remain relevant
and competitive. The reward structure for all Informa colleagues is set
out on pages 138 and 139 and a comparison of Group Chief Executive
pay to average colleague pay is also included in our Report.
2019 performance and incentive outcomes
As detailed in the Strategic Report, 2019 was a year of continued
growth and delivery. We delivered a sixth consecutive year of
growth in revenue, adjusted profits, adjusted earnings, free cash
flow and dividends. That strong performance was delivered in
conjunction with much activity related to the AIP, in order to
ensure the UBM portfolio was integrated into Informa smoothly
and quickly. From combining teams, finalising leadership positions
and reorganising the Group’s Divisions, to relaunching the brand,
purpose and guiding principles for the enlarged Group, it was a very
busy period for everyone.
It is a testament to the commitment and focus of the Executive
Directors, wider leadership team and all colleagues in the Group that
the AIP was completed successfully on schedule, whilst also delivering
a strong operating and financial performance. The Committee
considered the Company’s underlying performance during the year,
and determined that pay was well aligned with performance.
131
Stephen Davidson
Chairman of the Remuneration Committee
Chairman’s Annual Statement
Dear Shareholder
On behalf of the Remuneration Committee (the Committee), I am
pleased to present the Directors’ Remuneration Report for 2019.
As usual, this Report is split into two sections, my Annual Statement as
Chairman of the Committee and the Annual Report on Remuneration.
The Committee’s primary purpose is to incentivise Informa’s Directors
and Senior Management in a way that provides strong motivation,
whilst aligning them with the strategic priorities of the Group and
the creation of long-term value for Shareholders and Informa’s other
stakeholders. The structure of the incentive plans, and the challenging
performance measures they contain, are set with consideration of
a range of factors, including underlying market growth, strategic
priorities, internal budgets and market practice, as well as sellside
analyst expectations and direct feedback from Shareholders.
Our current Directors’ Remuneration Policy (Policy) was approved by
Shareholders at our AGM in May 2018. The Committee believes that
the current Policy complies with the six pillars set out in paragraph
40 of the 2018 Code. These will also be taken into account when we
consult with Shareholders ahead of updating our Policy for approval
at the 2021 AGM.
Irrespective of where we are in the three-year Policy cycle, we
engage with Shareholders every year through the Chairman’s Annual
Shareholder Roadshow. This ensures Non-Executive Directors
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Chairman’s Annual Statement continued
Short-Term Incentive Plan (STIP)
For the 2019 STIP, both Executive Directors were measured
against adjusted diluted earnings per share (EPS) and underlying
revenue growth (URG), while the Group Chief Executive also had
a new additional measure related to culture and engagement.
The adjusted diluted EPS of 50.11p reflected 99.23% of the target
and, combined with adjusted URG of 3.7%, resulted in a total
annual bonus of 68.77% of the maximum potential being awarded
to the Group Finance Director. In relation to the additional culture
and engagement measure, the Committee considered a range
of factors relating to the Group Chief Executive’s engagement
with the wider workforce and his work to develop the culture of
the Group, particularly in relation to the combination with UBM.
Following independent assessments by the Board, the Executive
Management Team and other colleagues on this measure, 95%
of the target was achieved. This led to a total bonus of 72.52% of
the maximum potential being paid to the Group Chief Executive.
Further details can be found on pages 133 and 134.
Long-Term Incentive Plan (LTIP)
The 2017 LTIP performance period ended on 31 December 2019.
The measures for both Executive Directors within the plan cycle were
total shareholder return compared to the FTSE 51–150 peer group,
excluding financial services and natural resources companies, and
the three-year compound annual growth rate in adjusted diluted
EPS. The Group’s performance against these measures resulted in
an overall outcome of 70.15% of the original award vesting for both
Executive Directors.
Colleague share plans
The Board believes that broad equity ownership amongst colleagues
is a highly effective way to connect and align everyone within the
Group to the Company’s strategy, performance and progress.
Five years ago we launched ShareMatch, a share-matching plan
that gives colleagues one free share for every one share purchased,
subject to a holding period. This has proved popular and helped to
increase share ownership across the Group significantly, from less
than 2% participation pre-launch to 21.5% of eligible colleagues in
countries where ShareMatch is available.
In January 2019, we launched a US Employee Stock Purchase Plan,
a share ownership plan that, due to local regulations, is easier and
more efficient for US colleagues than ShareMatch. To date, 12.8%
of eligible colleagues have participated.
Shareholder engagement
The Board believes regular engagement with shareholders is
important, both in maintaining open channels of communication and
in gauging current views on the Company’s strategy, management
and governance. We undertake formal consultation on specific
matters, including when we update our Policy. We also engage
with Shareholders each year as part of our Chairman’s Annual
Shareholder Roadshow.
In January 2020, the Senior Independent Director, the Chairman of
Audit and I joined the Chairman on this year’s roadshow. We invited
our largest 30 Shareholders, as well as the major proxy agencies,
for informal discussions on any matters relating to Informa. This led
to meetings with 25 institutions and two of the three major proxy
agencies, representing almost 60% of Informa’s ownership by value.
132
It provided a valuable opportunity to discuss a wide range of matters
in relation to the performance and governance of the Group.
Understandably, there were many questions in relation to the
combination with UBM, the progress of the AIP and the integration
of people and cultures.
On governance, there were also a number of common themes, with
much discussion on the latest thinking on Executive Director pension
entitlements and post-employment shareholding expectations.
These are areas where views and practices continue to evolve.
For future Executive Director appointments, pension entitlements
will be aligned with the broader Company. We will consult with
Shareholders further in this respect as we formulate our plans for
the updated Policy, which will be put to the vote at our 2021 AGM.
The roadshow also provided the opportunity to discuss options
and plans for the LTIP measures we might use for the 2020 award.
With the AIP having successfully completed in June 2019, this
element of the LTIP is no longer relevant as a measure for new
awards. Many Shareholders are keen to incorporate a cash returns
measure, reflecting one of the main strengths and attractions of
Informa and key to generating Shareholder value. It is also a focus
for management and the Board.
Therefore, for the 2020 award, we are replacing the AIP measure
with a free cash flow measure, based on the absolute level of free
cash flow generation and the conversion of adjusted profits into free
cash flow. Our intention is to monitor the application of this measure
through 2020 and discuss its merits fully with Shareholders as part
of our consultation on next year’s updated Policy.
Looking forward
Over the last six years, Informa has changed significantly, as the
leadership team has pursued a strategy of growth, expanding
internationally and building depth and reach across a range of
attractive specialist markets.
As the Group has evolved, we have sought to adapt our approach to
remuneration accordingly to ensure incentives remain appropriate
and compelling for management, while staying closely aligned
to Shareholders.
As always, we welcome comments and feedback.
Stephen Davidson
Chairman of the Remuneration Committee
9 March 2020
Remuneration Policy
Our Remuneration Policy was approved by Shareholders
at the AGM on 25 May 2018. In accordance with the
three-year cycle recommended by the UK Corporate
Governance Code, we will seek approval for an updated
Policy at our AGM in May 2021. The full Policy can be
found on the Company’s website at:
www.informa.com/investors/corporate-governance/
terms-of-reference.
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Annual Report on Remuneration
This section of the Report provides details of how Informa’s existing Remuneration Policy was implemented during the financial year ended
31 December 2019. Any information contained in this section of the Report that is subject to audit is highlighted.
Single total figure of remuneration for Executive Directors (audited)
(£)
Stephen A. Carter
Gareth Wright
2019
2018
2019
2018
Salary
841,860
829,398
480,018
472,912
Benefits
68,505
46,281
15,931
16,861
Pension
Total
fixed
pay
STIP1
LTIP2,3
Total
variable
pay
Total fixed
and variable
pay
210,465
1,120,830
1,068,405
1,535,614
2,604,019
3,724,849
207,349
1,083,028
1,166,935
1,875,299
3,042,234
4,125,262
120,005
118,226
615,954
607,999
495,187
665,371
656,694
801,942
1,151,881
1,767,835
1,467,313
2,075,312
1. STIP awards in excess of 100% of base salary are deferred in shares for a further three years in line with the Company’s Deferred Share Bonus Plan (DSBP).
2.
The LTIP award granted in 2017, which becomes exercisable on 15 March 2020, is expected to vest at 70.15%. The estimated value of the LTIP award (including accrued
dividend shares) has been calculated using the average share price over a three-month period from 1 October 2019 to 31 December 2019, being 795.0p. The closing market
price at 6 March 2020 was 584.6p. This compares with a share price at grant of 651.5p.
3 The values of the 2016 LTIP awards included in the single total figure of remuneration for 2018 have been updated to reflect the actual share price on vesting
(being 718.20p on 18 March 2019) rather than the average for the three months to 31 December 2018 which was used in the 2018 Annual Report.
Notes to the single total figure of remuneration table (audited)
Fixed pay
Salary
Executive Directors’ salaries were reviewed in March 2019. In the spirit of previous years and in line with our overall remuneration philosophy
to put the emphasis on performance-related pay ahead of fixed pay, the Committee limited base salary increases to 1.0% for both Stephen A.
Carter and Gareth Wright, effective from 1 January 2019. This increase was in line with the pay practice for senior leadership at Informa and
lower than the increase for the wider colleague community.
Stephen A. Carter
Gareth Wright
Salary from
1 January
2019
£841,860
£480,018
Salary from
1 July 2018
£833,524
£475,265
Benefits
The benefits received by the Executive Directors include private healthcare, car allowance or driver costs in lieu, professional advice,
life assurance cover, travel insurance and travel expenses incurred for accompanied attendance at certain corporate events.
Pension
The Group makes a cash payment of 25% of basic salary to the current Executive Directors in lieu of pension contributions. Neither Executive
Director is a member of the defined benefit schemes provided by the Company or any of its subsidiaries, and accordingly they have not
accrued entitlements under these schemes.
Variable pay
STIP
The maximum STIP opportunity for 2019 was 175% of salary for Stephen A. Carter and 150% of salary for Gareth Wright. For 2019, the STIP
was linked to the achievement of budgeted adjusted diluted EPS (120% of salary), URG (30% of salary) and, for Stephen A. Carter only, a new
engagement and culture non-financial measure (25% of salary) relating to the Group Chief Executive’s engagement with the wider workforce
and his work to develop the culture of the Group.
Under the EPS element, if threshold performance is achieved 25% of the measure will vest. This increases on a straight line basis to on-target
performance where 75% of the measure will vest. Under the URG element, if threshold performance is achieved, 0% of the measure will vest,
increasing on a straight line basis to on-target performance where 33.33% of the measure will vest.
133
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Remuneration Report continued
The EPS measure is based on budgeted exchange rates, in line with market practice, and the targets and outturn shown below have been
adjusted for the impact of exchange rates to enable constant currency comparison. A technical adjustment was made to the URG target to
account for the impact of disposals. No discretionary adjustments were made to the targets.
Measure
EPS
URG
Total STIP (for Group Finance Director)
Engagement and culture
Total STIP (for Group Chief Executive)
Performance targets
Threshold
48.0p
2.08%
Target
50.5p
3.08%
Maximum
53.0p
4.08%
Weighting (%
of salary)
120%
30%
150%
25%
175%
Actual
outcome
Payout (%
of salary)
50.11p
3.7%
80.76%
22.40%
103.16%
23.75%
126.91%
Informa performed well through 2019, delivering another year of growth in profit, earnings and cash flow. This led to an adjusted diluted EPS
outcome for 2019 of 50.11p, resulting in a payout of 80.76% of salary. Adjusted URG for the year was 3.7%, resulting in a payout between target
and maximum of 22.4% of salary.
The Group Chief Executive’s engagement and culture measure included:
• Articulation and understanding of the Informa Constitution
• Frequency and impact of leadership and colleague communications and events, including Board engagement
• Roll out of unified policies across the enlarged Group to support a high performance culture
• Common platform and tools for colleague engagement
Based on the performance achieved, the Committee determined that a payment of 23.75% of salary was appropriate.
The Committee approved the overall STIP outcome for 2019 equal to 126.91% of salary for Stephen A. Carter and 103.16% of salary for Gareth
Wright, having determined that the general financial underpin had been satisfied. In line with the Policy, the equivalent of 100% of base salary
will be paid in cash, with the remainder being deferred into shares for a further three years under the rules of the DSBP, and subject to malus
and clawback provisions.
2017 LTIP
The LTIP awards granted on 15 March 2017 to Stephen A. Carter and Gareth Wright were subject to performance conditions based on
two equally weighted performance conditions over the three years to 31 December 2019. The first measured relative total shareholder
return (TSR) vs. the FTSE 51–150 peer group (excluding financial services and natural resources companies) while the second measured the
compound annual growth rate (CAGR) in adjusted diluted EPS.
Stephen A. Carter
Gareth Wright
Date of award
15 March 2017
15 March 2017
Number of
shares
awarded
253,345
108,341
Price at date
of award
Value as a
percentage of
base salary
Value at date
of award
(£)
651.50p
651.50p
200%
150%
1,650,543
705,842
The table below shows the achievement against these conditions and the resulting proportion of the awards which will become exercisable on
15 March 2020:
Measure
TSR against comparator group
EPS CAGR
Total LTIP
Weighting (%
of maximum)
Performance targets
Threshold
Maximum
Actual
outcome
Payout (% of
maximum)
50%
50%
Median
2%
80th
percentile
57th
percentile vs.
peer group
6%
7.22%
20.15%
50.00%
70.15%
Under the TSR element, if Informa ranks at median, 20% of the award subject to this measure will vest. This increases on a straight line basis
to full vesting for ranking at or above the 80th percentile. A ranking below median will result in the lapsing of the TSR element. Willis Towers
Watson has confirmed that Informa’s TSR over the period was ranked at the 57th percentile vs. the peer group, resulting in a vesting outcome
of 20.15% for that element.
Under the EPS CAGR element, 2% p.a. growth will result in 20% of the award subject to this measure vesting, 4% p.a. growth will result in 50% vesting,
and 6% p.a. growth or higher will result in full vesting; vesting occurs on a straight line basis between these points. Growth below 2% p.a. will result
in the lapsing of the EPS CAGR element. No discretionary adjustments were made to the performance targets. Informa’s CAGR over the period was
7.22%, resulting in full vesting for that element.
The total amount expected to become exercisable is therefore 70.15% of the total award.
134
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 The performance outcomes above have resulted in the following LTIP vesting levels:
Stephen A. Carter
Gareth Wright
1. Accrued dividends are included to 31 December 2019.
Number of
shares
granted
Number of
shares to
lapse
Number of
shares to
become
exercisable1
Estimated
value2,
(£)
253,345
108,341
75,624
32,340
193,159
1,535,614
82,603
656,694
2. For the purposes of this table, the LTIP award has been valued using the three-month average share price to 31 December 2019 of 795.0p and will be restated in next
year’s Annual Report once the share price on the date of vesting is known. The closing market price at 6 March 2020 was 584.6p. This compares with a share price of
651.5p at grant.
Share scheme interests awarded during the year (audited)
LTIP
Stephen A. Carter
Gareth Wright
Type of award
LTIP (option)
LTIP (option)
Number
of options
awarded
Value as a
percentage of
base salary
Face value
at date of
award3
341,0111,2
145,8301,2
300%
225%
£2,500,565
£1,069,342
1. On 21 March 2019 the Company granted an LTIP award equal to 200% of salary to Stephen A. Carter (227,341 options) and 150% of salary to Gareth Wright (97,220 options).
The performance conditions attached to this award are TSR vs. FTSE 51–150 and EPS CAGR. The measures for these performance conditions are: (i) TSR ranked between the
median to upper quintile, and (ii) EPS CAGR between 3.5% and 8.5%. The performance conditions will be measured over the three years to 31 December 2021 and 20% of this
award will vest in the event that threshold performance is achieved.
2. On 21 March 2019 the Company granted an AIP LTIP award equal to 100% of salary to Stephen A. Carter (113,670 options) and 75% of salary to Gareth Wright (48,610 options).
The performance conditions are: (i) to achieve a run rate of £60m–£70m of cost synergies by the end of 2020 (weighting of 60%) and (ii) a post-tax return on invested capital
in line with or ahead of the Group’s weighted average cost of capital (WACC ) (calculated at 7.2%–7.95%) by the end of 2021 (weighting of 40%). 25% of this award will vest in the
event the threshold performance is achieved.
3. The face value of both awards granted on 21 March 2019 was calculated using the five-day average share price prior to the grant date (being 733.28p).
All options granted in 2019 are subject to an additional two-year holding period following vesting. During the two-year holding period,
Executive Directors are only allowed to dispose of shares to meet income tax, National Insurance or other regulatory obligations.
Executive Directors’ shareholdings and share interests (audited)
Shareholding requirements
The Committee believes that equity ownership by the Executive Directors, wider management team and the colleague base is an important
and effective way to align their interests with those of the Company’s Shareholders. Under the terms of the 2018 Policy, Executive Directors
are required to hold a percentage of their salary in shares, or in exercisable options over shares, equivalent to their largest outstanding LTIP
award, which is currently 300% of salary for Stephen A. Carter and 225% of salary for Gareth Wright. Executive Directors are expected to meet
the guideline within five years of appointment or of 25 May 2018 (being the date of the 2018 AGM), whichever is the later, and maintain this
holding throughout their term of office.
Both Stephen A. Carter and Gareth Wright significantly exceed the Company’s current share ownership guidelines.
Contractual shareholding minimum %
Shareholding % as of 16 March 2020
Stephen A. Carter
Gareth Wright
300%
225%
612%
878%
135
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Remuneration Report continued
Shareholdings
The beneficial interest of each Executive Director in the Company’s shares (including those held by connected persons) as at 31 December 2019
and their anticipated beneficial interests as at 16 March 2020 are set out below:
Exercisable
options over
shares (not
exercised)
268,526
381,111
Beneficial
holding1
106,604
14,493
ShareMatch2
2,765
4,405
Total
interests as at
31 December
20194
Shareholding
as % of salary
as at
31 December
20195
454,272
447,377
429%
741%
DSBP
awards3
76,377
47,368
Anticipated
total interests
as at
16 March
20207
Anticipated
shareholding
as % of salary
as at
16 March
2020
647,851
530,400
612%
878%
2017 LTIP
award6
193,159
82,603
Stephen A. Carter
Gareth Wright
1. Stephen A. Carter’s beneficial shareholding receives share dividends through the Dividend Reinvestment Plan (DRIP).
2. Shares held under ShareMatch are made up of shares purchased by the Executive Director, shares “matched” by the Group and dividend shares.
3.
Includes DSBP awards granted in 2016, 2018 and 2019 and accrued dividends to 31 December 2019.
4. Total interests are shares held legally or beneficially and those held by connected persons, and exercisable options held in the LTIP, and shares held in ShareMatch,
in accordance with the Company’s Executive Shareholding Guidelines.
5. The average share price for the three months from 1 October 2019 to 31 December 2019 (being 795.0p) has been taken for the purpose of calculating the current
shareholding as a percentage of salary.
6. The 2017 LTIP will become exercisable on 15 March 2020. Full details are set out on page 141.
7. Anticipated total interests as at 16 March 2020 also includes the ShareMatch purchased and “matched” shares acquired on 20 January 2020.
Scheme interests
The table below shows details of outstanding awards held by Executive Directors, including awards granted in 2019. LTIP awards are subject
to the achievement of performance conditions set at grant and DSBP awards are based on the prior achievement of annual performance
conditions and will become exercisable on the third anniversary of grant.
Director/
Scheme
Stephen A. Carter
Date of
grant
Held at
1 January
20191
LTIP
DSBP
08/09/2014
12/02/2015
17/03/2016
15/03/2017
22/03/2018
30/05/2018
30/05/2018
21/03/2019
21/03/2019
21/03/2019
17/03/2016
02/03/2018
21/03/2019
Gareth Wright
LTIP
DSBP
08/09/2014
12/02/2015
17/03/2016
15/03/2017
22/03/2018
30/05/2018
30/05/2018
21/03/2019
21/03/2019
21/03/2019
17/03/2016
02/03/2018
21/03/2019
263,755
276,183
255,400
253,345
228,848
65,101
43,401
–
–
–
6,016
28,039
–
112,521
117,527
109,218
108,341
97,865
27,840
18,560
–
–
–
3,413
15,987
–
Exercised/
released
during
20192
263,755
276,183
–
–
–
–
–
–
–
6,016
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Vested but
unexercised
Granted
during
2019
Lapsed
during
2019
Held at 31
December
20191
Accrued
dividend
shares at 31
December
2019
Total held
at 31
December
20193
Date options
exercisable
Exercise
period to
–
–
239,820
–
–
–
–
–
–
–
–
–
–
112,521
117,527
102,555
–
–
–
–
–
–
–
3,413
–
–
–
–
–
–
–
–
–
227,341
68,202
45,468
–
–
45,468
–
–
–
–
–
–
–
97,220
29,166
19,444
–
–
25,925
–
–
15,580
–
–
–
–
–
–
–
–
–
–
–
–
6,663
–
–
–
–
–
–
–
–
–
–
–
–
239,820
253,345
228,848
65,101
43,401
227,341
68,202
45,468
–
28,039
45,468
112,521
117,527
102,555
108,341
97,865
27,840
18,560
97,220
29,166
19,444
3,413
15,987
25,925
–
–
28,706
22,008
12,880
3,664
2,442
6,460
1,938
1,292
–
1,578
1,292
17,722
18,511
12,275
9,412
5,508
1,566
1,044
2,762
828
552
408
899
736
– 08/09/2017 07/09/2024
– 12/02/2018 11/02/2025
268,526 17/03/2019 16/03/2026
275,353 15/03/2020 14/03/2027
241,728 22/03/2021 21/03/2028
68,765 30/05/2021 29/05/2028
45,843 01/03/2022 29/05/2028
233,801 21/03/2022 20/03./2029
70,140 21/03/2022 20/03/2029
46,760 21/03/2022 20/03/2029
– 17/03/2019 16/03/2026
29,617 02/03/2021 01/03/2028
46,760 21/03/2022 20/03/2029
130,243 08/09/2017 07/09/2024
136,038 12/02/2018 11/02/2025
114,830 17/03/2019 16/03/2026
117,753 15/03/2020 14/03/2027
103,373 22/03/2021 21/03/2028
29,406 30/05/2021 29/05/2028
19,604 01/03/2022 29/05/2028
99,982 21/03/2022 20/03/2029
29,994 21/03/2022 20/03/2029
19,996 21/03/2022 20/03/2029
3,821 17/03/2019 16/03/2026
16,886 02/03/2021 01/03/2028
26,661 21/03/2022 20/03/2029
1. Excludes accrued dividends.
2. A total of 85,761 dividend equivalent shares were also exercised by Stephen A. Carter during the year.
3.
Includes accrued dividends.
136
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Payments to past Directors (audited)
No payments were made to past Directors during the year ended 31 December 2019.
Payments for loss of office (audited)
No payments for loss of office were made during the year ended 31 December 2019.
Other disclosures
Service contracts
The Executive Directors have rolling service contracts with the Company which have notice periods of 12 months on either side.
Stephen A. Carter1
Gareth Wright
Date of
service
contract
9 July 2013
9 July 2014
1. Stephen A. Carter was appointed as a Non-Executive Director on 11 May 2010, CEO-Designate on 1 September 2013 and became Group Chief Executive
on 1 December 2013.
In accordance with the Code, all continuing Directors stand for election or re-election by the Company’s Shareholders on an annual basis.
The Company may terminate an Executive Director’s appointment with immediate effect without notice or payment in lieu of notice under
certain circumstances, prescribed within the Executive Director’s service contract. The Executive Directors’ service contracts are available
for inspection at the Company’s registered office during normal business hours and at the AGM.
External appointments
The Executive Directors are entitled to accept external board appointments provided that the Chairman determines that it is appropriate.
The Executive Director is entitled to retain any fees in relation to such external appointments.
Stephen A. Carter has been a Non-Executive Director of United Utilities Group PLC since September 2014. During the year to 31 December
2019, he received fees of £79,333 in respect of this role (2018: £78,033). Stephen A. Carter is also a Non-Executive Board member of the
Department for Business, Energy & Industrial Strategy (BEIS) and chooses not to receive remuneration for this role. Gareth Wright has no
external appointments.
Total shareholder return and Group Chief Executive pay
The graphs below illustrate the Group’s TSR performance compared with the performance of the FTSE All-Share Media Index, the FTSE 350
Index excluding Investment Trusts and the FTSE 51–150 peer group (excluding financial services and natural resources), in the 10-year period
ended 31 December 2019. These indices and peer group have been selected for this comparison because the Group is a constituent company
of all three.
Historical TSR performance
Growth in the value of a hypothetical £100 holding invested in Informa over 10 years:
£600
£500
£400
£300
£200
£100
£0
D ec 0 9
D ec 1 0
D ec 1 1
D ec 1 2
D ec 1 3
D ec 1 4
D ec 1 5
D ec 1 6
D ec 1 7
D ec 1 8
D ec 1 9
£600
£500
£400
£300
£200
£100
£0
D ec 0 9
D ec 1 0
D ec 1 1
D ec 1 2
D ec 1 3
D ec 1 4
D ec 1 5
D ec 1 6
D ec 1 7
D ec 1 8
D ec 1 9
£600
£500
£400
£300
£200
£100
£0
D ec 0 9
D ec 1 0
D ec 1 1
D ec 1 2
D ec 1 3
D ec 1 4
D ec 1 5
D ec 1 6
D ec 1 7
D ec 1 8
D ec 1 9
Informa
FTSE All-Share Media
Informa
FTSE 51–150 peer group median
FTSE 51–150 peer group average
Informa
FTSE 350 excluding Investment Trusts
137
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Remuneration Report continued
Over the same period, the total remuneration of the individual holding the role of Group Chief Executive has been as follows:
Year
CEO
CEO single
figure of
remuneration
STIP payout (%
of maximum)
LTIP vesting (%
of maximum)
2010
2011
2012
2013
20131
2014
20152
2016
2017
2018
2019
Peter Rigby
Peter Rigby
Peter Rigby
Peter Rigby
Stephen A.
Carter
Stephen A.
Carter
Stephen A.
Carter
Stephen A.
Carter
Stephen A.
Carter
Stephen A.
Carter
Stephen A.
Carter
CHF
3,067,504
CHF
5,231,269
CHF
3,987,897
CHF
3,718,566
£588,365
£1,794,152
£2,083,275
£3,407,650
£4,132,219
£4,125,262
£3,724,849
86.30%
75.70%
65.90%
n/a
59.00%
66.70%
69.80%
40.00%
82.40%
93.33%
72.52%
0%
74.00%
42.50%
–
n/a
n/a
34.60%
79.30%
83.00%
93.90%
70.15%
1. Group Chief Executive remuneration for Stephen A. Carter for 2013 covers the period from 1 September 2013 to 31 December 2013.
2. The LTIP award made in 2013 was pro-rated to reflect his time as CEO-Designate during that year.
Relative importance of spend on pay
Informa is a people business, dependent on the contributions and expertise of its 11,000 colleagues around the world. The Group believes in
the importance of investing in colleagues and offering market competitive salaries, as well as flexible benefits and further opportunities such
as ShareMatch. The table below shows the aggregate colleague remuneration, dividends paid, revenue and operating profit as stated in the
financial statements, for the years ended 31 December 2019 and 31 December 2018:
Total number of colleagues1
Aggregate colleague remuneration (£m)1
Remuneration per colleague (£)
Dividends paid in the year (£m)2
1. Figures taken from Note 9 to the Consolidated Financial Statements.
2. Figures taken from Note 14 to the Consolidated Financial Statements.
2019
11,174
£605.6m
£54,197
£280.0m
2018
9,832
£526.2m
£53,519
£201.9m
Percentage
change
13.65%
15.09%
1.27%
38.68%
CEO pay ratios
The table below sets out the ratios of the Group Chief Executive to the equivalent pay for the lower quartile, median and upper quartile UK
employees (calculated on a full time basis). While the Group Chief Executive is based in the UK, his role and remit are international and the
pay ratios required by the Companies (Miscellaneous Reporting) Requirements 2018 take no account of those colleagues based outside the
UK (68% of total colleagues). The ratios are calculated using total pay and benefits for UK colleagues over the 2019 financial year and the
disclosure will build up over time to cover a rolling 10-year period.
Year
2019
Method
Option A1
25th percentile ratio
Median ratio
75th percentile ratio
120.3:1
89.2:1
57.3:1
1. Calculated as total pay and benefits for all UK colleagues, using the same methodology that is used to calculate the Group Chief Executive’s single figure of remuneration.
Year
2019
Salary
Total pay and benefits
25th percentile
£27,836
£30,970
Median
£38,570
£41,748
75th percentile
£56,100
£65,031
The Committee selected Option A as the most appropriate for the Company on the basis that it provides the most robust and statistically
accurate means of identifying the lower quartile, median and upper quartile colleagues and is consistent with the Group’s pay, reward and
progression policies. Base salaries of all colleagues, including the Executive Directors, are set with reference to a range of factors including
market comparators, individual experience and performance in role.
The total compensation calculations for UK colleagues include salary, bonus payments and benefits package, and, where appropriate,
LTIP earnings. The Group Chief Executive comparator figure is that of total fixed and variable pay as set out in the single total figure of
remuneration on page 133. The Committee uses the Group Chief Executive pay ratio as a reference point to inform policy setting and
in assessing colleague pay progression.
138
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 The following table shows the percentage change in salary, benefits and bonus from 2018 to 2019 for the Group Chief Executive and the
average percentage change from 2018 to 2019 for all colleagues in the Group:
Group Chief Executive
All colleagues
Salary %
Benefits %
Bonus %
1.0%
4.5%
48.0%
9.6%
-8.4%
12.6%
Single total figure of remuneration for Non-Executive Directors (audited)
The remuneration of the Chairman is determined by the Committee in consultation with the Group Chief Executive. The remuneration of the
Non-Executive Directors is determined by the Chairman and the Executive Directors within the limits set by the Company’s Articles.
The fees for the Chairman and other Non-Executive Directors were reviewed during the year and increased as follows with effect from
1 April 2019:
Chairman
Deputy Chairman
Non-Executive Directors (base fee)
Additional fees: Audit Committee Chairman
Remuneration Committee Chairman
Senior Independent Director
Current fee
(£)
Effective date
Previous fee
(£)
Effective date
378,750
1 April 2019
375,000
1 July 2018
93,850
1 April 2019
65,295
1 April 2019
13,965
1 April 2019
10,525
1 April 2019
10,525
1 April 2019
92,920
64,649
13,826
10,419
10,419
1 July 2018
1 July 2018
1 July 2018
1 July 2018
1 July 2018
The table below show the actual fees paid to the Non-Executive Directors for the years ended 31 December 2019 and 2018:
Derek Mapp
Gareth Bullock
Stephen Davidson
David Flaschen
Mary McDowell
Helen Owers
John Rishton
Gill Whitehead1
Greg Lock2
Cindy Rose2
David Wei2
2019
2018
Total fees
(£)
377,813
75,632
75,632
65,134
65,134
65,134
79,064
27,206
37,547
26,123
26,123
Benefits3
(£)
5,200
2,572
3,120
12,073
4,238
6,085
3,530
103
–
–
1,267
Total fees
(£)
322,128
Benefits3
(£)
12,098
74,697
74,697
64,329
34,786
64,329
78,087
–
49,999
64,329
34,786
3,045
4,160
10,088
2,570
7,025
4,487
–
–
295
3,528
1. Gill Whitehead was appointed to the Board on 1 August 2019.
2. Greg Lock, Cindy Rose and David Wei stood down from the Board at the conclusion of the 2019 AGM in May.
3. Taxable benefits disclosed relate to the reimbursement of taxable relevant travel and accommodation expenses for attending Board meetings and professional advice
and include tax which is settled by the Company.
139
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Remuneration Report continued
Non-Executive Directors’ shareholdings (audited)
Non-Executive Directors are not subject to a shareholding requirement. Details of their interests in shares (including those held by connected
persons) as at 31 December 2019 and 2018 are set out below:
Non-Executive Director
Derek Mapp
Gareth Bullock
Helen Owers
Stephen Davidson
David Flaschen1
John Rishton
Mary McDowell
Gill Whitehead
Shareholdings
as at
31 December
2019
Shareholdings
as at
31 December
2018
135,766
13,576
3,976
3,350
7,000
15,163
6,299
–
132,061
13,204
3,867
3,350
7,000
8,681
6,299
n/a
1. David Flaschen holds 3,500 American Depository Receipts (ADRs). One ADR is equivalent to two Ordinary Shares.
There have been no changes to these holdings between 31 December 2019 and the date of this Report.
Non-Executive Directors are not eligible to participate in any of the Company’s share plans or join any Group pension scheme.
Letters of appointment
All Non-Executive Directors have a letter of appointment with the Company, which are available for inspection at the Company’s registered
office during normal business hours and at the AGM. The effective dates of appointment are shown below:
Derek Mapp1
Gareth Bullock
Helen Owers
Stephen Davidson
David Flaschen
John Rishton
Mary McDowell2
Gill Whitehead
Effective date of appointment
17 March 2008
1 January 2014
1 January 2014
1 September 2015
1 September 2015
1 September 2016
15 June 2018
1 August 2019
1. Derek Mapp was appointed as a Non-Executive Director on 10 May 2004 before being appointed as Chairman on 17 March 2008.
2. Mary McDowell was appointed as a Non-Executive Director of UBM plc on 1 August 2014 before being appointed to the Informa PLC Board.
140
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
How we intend to implement the Policy in 2020
A summary of how the Committee intends to apply the Policy for the year ending 31 December 2020 is set out below.
Base salary and fees
The base salaries of the Executive Directors is expected to increase by 1% effective from 1 July 2020. The typical range of salary increase for UK
colleagues is 1% –3%.
The fees payable to the Chairman and the Non-Executive Directors are similarly expected to increase by 1% from 1 July 2020.
Pension
Current Executive Directors receive a cash payment of 25% of basic salary in lieu of pension contributions.
STIP
In 2020, the maximum bonus opportunity for the Group Chief Executive will be 175% of base salary and 150% of base salary for the Group
Finance Director.
The performance measures and weightings for the 2020 STIP will be as follows:
Measure
Adjusted diluted EPS
Underlying revenue growth (URG)
Engagement and culture
As a percentage of maximum
bonus opportunity
Group Chief
Executive
69%
17%
14%
Group
Finance
Director
80%
20%
• Performance below threshold will not result in a payout for any element of the STIP
• For the EPS-related measure, threshold and on-target performance will result in payouts of 25% and 75% of the maximum respectively
• For the URG-related measure, payouts for this element will be made on a straight line basis between 0% at threshold and 33% for on-target
performance, and then on a further straight line basis to maximum
• In respect of the Group Chief Executive’s engagement and culture measure (25% of salary at maximum), performance will be judged in the
round against a range of non-financial measures
The financial targets themselves, as they relate to the 2020 financial year, are market sensitive. However, retrospective disclosure of the
targets and performance against them will be provided in next year’s Annual Report unless they remain sensitive at that time.
LTIP
The Committee intends to make LTIP awards of 300% of base salary to the Group Chief Executive and 225% of base salary to the Group
Finance Director in respect of the 2020 financial year. The award will be subject to a performance condition based on three equally weighted
measures over a three-year performance period from 1 January 2020 to 31 December 2022.
The performance measures and weightings for each element will be:
• Relative TSR vs. the FTSE 51–150 excluding financial services and natural resources where, if Informa ranks at median, 20% of the
award subject to this measure will vest. This increases on a straight line basis to full vesting for ranking at or above the 80th percentile.
This element of the LTIP will lapse for any ranking below median
• The EPS growth performance range will be determined after the Committee has taken into account a variety of factors including the internal
and external projections for the Group’s performance. The range will be disclosed at the earliest opportunity
• Cash returns measure divided into free cash generation (50%) and free cash flow conversion (50%). Achieving threshold performance for
either measure would result in a payout of 25% of that element, increasing on a straight line basis to 100% at maximum. Both elements of
the cash returns measure would be tested annually (with targets disclosed at the conclusion of each year due to market sensitivity) although
vesting would not occur until the third anniversary of grant. Both cash returns measures are subject to an underpin which requires a
minimum level of performance in each year
141
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Remuneration Report continued
Remuneration Committee membership and responsibilities
Throughout the year ended 31 December 2019, and as at the date of this Report, the Committee was comprised wholly of independent
Non-Executive Directors. Members of the Committee during the year, and to the date of this Report, are:
Members
Stephen Davidson (Chairman)
Gareth Bullock
Mary McDowell
Helen Owers
Committee member since
Attendance during 2019
1 September 2015
11 February 2016
15 June 2018
1 January 2014
3/3
3/3
3/3
3/3
Full biographies for the Committee members and attendance at all meetings during the year are shown on pages 110, 111 and 113.
The Chairman of the Board and the Group Chief Executive attend meetings by invitation only and are not present when matters relating to
their own fees or remuneration are discussed. In determining the Executive Directors’ remuneration, the Committee consulted the Chairman
about its proposals.
The Group HR Director, Company Secretary and the Company’s remuneration advisers attended meetings and provided assistance to the
Committee during the year, other than for any item relating to their own remuneration.
There is regular communication between the Committee Chairman, Chairman of the Board, Group Chief Executive and Group HR Director on
all aspects of remuneration within the Group. The Committee Chairman is also available to the remuneration advisers to discuss matters of
governance or the Policy.
Key responsibilities of the Committee
The Committee’s terms of reference were last reviewed in December 2019 and are available on the Company’s website. The Committee’s key
areas of responsibility are:
• Setting the Policy for Executive Directors and the Company Chairman
• Reviewing the policy and strategy for members of Senior Management, whilst having regard to pay and employment conditions across
the Group
• Determining the total remuneration package of the Executive Directors and Senior Management
• Approving the design and implementation of all colleague share plans and pension arrangements
• Approving the design of, determining targets and monitoring performance against conditions attached to all annual and long-term incentive
awards to Executive Directors and Senior Management and approving the vesting and payment outcomes of these arrangements
• Selecting, appointing and setting the terms of reference of any independent remuneration advisers
Activities of the Committee during 2019
The Committee met three times in the year ended 31 December 2019 during which the following activities were undertaken:
• Approved the 2018 Directors’ Remuneration Report
• Reviewed the base salaries of the Executive Directors and other members of Senior Management
• Assessed the level of achievement of targets for the 2018 STIP and set targets for the 2019 STIP
• Assessed the achievement of targets for the LTIP awards made in 2016 and set targets for the LTIP awards made in 2019
• Reviewed and approved awards made under the STIP (including the DSBP) and LTIP
• Reviewed the Committee’s terms of reference
• Received updates on corporate governance and remuneration matters from the Company’s remuneration advisers
Remuneration consultants
Mercer Kepler was appointed as independent remuneration consultant by the Committee in May 2017 following a commercial tender.
Mercer Kepler is a member of the Remuneration Consultants Group and follows its voluntary Code of Conduct. It does not provide any
other material services or have any other connection to the Group.
During 2020, the Committee reviewed the performance of its remuneration adviser and concluded that Mercer Kepler’s performance
remained satisfactory, and that the advice received was independent and objective.
Fees paid to Mercer Kepler during the year ended 31 December 2019, which are charged on a time basis, amount to £52,266 (2018: £102,025)
and relate to attendance at Committee meetings, Policy review and advice to the Committee. The Committee has not requested advice from
any other external remuneration advisory firm during the year ended 31 December 2019.
142
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Result of voting at the 2018 and 2019 AGMs
At the 2018 AGM, Shareholders approved the Policy which is currently in place. The results of that vote, along with the voting outcome of the
resolution put to Shareholders at the 2019 AGM regarding the Remuneration Report, are shown below:
Approval of the Annual Report on Remuneration in 2019
Approval of the Directors’ Remuneration Policy in 2018
Votes for
Votes against
Number
899,746,980
426,506,481
%
90.17
64.19
Number
98,111,823
237,979,957
%
9.83
35.81
Total votes
cast
Votes
withheld
(abstentions)
997,858,803
767,534
664,486,438
10,412,463
This Directors’ Remuneration Report was approved by the Board and signed on its behalf by
Stephen Davidson
Chairman of the Remuneration Committee
9 March 2020
143
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Report and
other statutory information
Articles of Association
The Company’s Articles of Association (Articles) may only be
amended by special resolution at a general meeting of Shareholders.
They are available on the Company’s website at www.informa.com.
Directors
The names and biographical details of all Directors and details
of their Board Committee membership are on pages 110 and 111.
All Directors will offer themselves for election or re-election
by Shareholders at the 2020 AGM.
Directors’ interests
The Directors’ Remuneration Report on pages 131 to 143 contains
details of the remuneration paid to the Directors, their interests
in the shares of the Company, and any awards granted to the
Executive Directors under any of the Company’s all-colleague or
executive share schemes. The Directors’ Remuneration Report also
summarises the Executive Directors’ service agreements and the
Non-Executive Directors’ letters of appointment. These are also
available for inspection at the Company’s registered office.
No Director had a material interest in any contract in relation to the
Company’s business at any time during the year.
Appointment and replacement of Directors
The rules for appointing and replacing Directors are set out in the
Articles. Directors can be appointed by the Board or by ordinary
resolution of the Company. A Director can be removed from office
by the Company passing an ordinary resolution or by notice being
given by all other Directors.
Powers of the Directors
The powers of the Directors are set out in the Articles and allow
the Board to exercise all the powers of the Company. The Company
may by ordinary resolution authorise the Board to issue shares and
increase, consolidate, sub-divide and cancel shares in accordance
with its Articles and English law.
The Directors present their report on the affairs of the Group,
together with the audited financial statements and report of the
auditor, for the year ended 31 December 2019.
This Directors’ Report forms part of the Company’s Strategic Report,
as required by the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013.
The Strategic Report also forms the Management Report for
the purposes of Disclosure and Transparency Rule 4.1.8R and
includes the reporting requirements of the EU Non-Financial
Reporting Directive. Information that is relevant to this report and
information required under the Companies Act 2006 and Listing
Rule 9.8.4R is incorporated by reference and can be found in the
following sections:
Information
Section in Annual Report
Future developments of
the Company
Strategic Report
Risk factors and principal risks
Strategic Report
Sustainability
Strategic Report
Greenhouse gas emissions
Strategic Report
Viability and going concern
statements
Governance arrangements
Directors
Employment policies and
colleague engagement
Use of financial instruments,
financial risk management
objectives and policies
Strategic Report
Governance
Governance
Strategic Report
Page
4–93
80–90
48–51
78
91–93
106–147
110–111
34–41
Financial Statements
203–211
Post balance sheet events
Financial Statements
Dividends
Strategic Report
227
100
144
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Directors’ indemnities
To the extent permitted by English law and the Articles, the Company
has agreed to indemnify the Directors in respect of any liability arising
from or in connection with the execution of their powers, duties and
responsibilities as a Director of the Company, any of its subsidiaries
or as a trustee of an occupational pension scheme for colleagues.
The indemnity would not provide coverage where the Director is proved
to have acted fraudulently or dishonestly. The Company purchases and
maintains Directors’ and Officers’ insurance cover against certain legal
liabilities and the costs of claims in connection with any act or omission
by its Directors and officers in the execution of their duties.
Substantial shareholdings
As at 31 December 2019, the Company had received notice of the
following notifiable interests in the Company’s issued share capital,
in accordance with the Financial Conduct Authority’s (FCA) Disclosure
and Transparency Rules (DTR 5). The information provided below
was correct at the date of notification to the Company:
Shareholder
BlackRock, Inc.
Newton Investment Management Limited
Lazard Asset Management LLC
Artemis Investment Manager LLP
Invesco Ltd
APG Asset Management N.V.
%
Shareholding
5.48%
5.12%
4.30%
3.59%
3.55%
3.49%
No additional notifications have been received by the Company
between 31 December 2019 and the date of this report.
All notifications made to the Company under DTR 5 are published to
the market via a Regulatory Information Service and made available
on the Investors section of our website.
Share capital
Informa PLC is a public company limited by shares and incorporated
in England and Wales. It has a premium listing on the London
Stock Exchange and is the holding company of the Informa Group
of companies.
The Company has one class of shares: Ordinary Shares of 0.1p each,
all of which are fully paid. As at 31 December 2019, the Company’s
issued share capital comprised 1,251,798,534 Ordinary Shares of
0.1p each. No new Ordinary Shares were issued during the year.
At the 2019 AGM, the Directors were granted authority by the
Shareholders to make market purchases of Ordinary Shares
representing up to 10% of its issued share capital at that time,
being 125,179,000 Ordinary Shares. This authority, which was not
exercised during 2019 or to the date of this report, will expire at the
conclusion of the 2020 AGM, when the Directors intend to propose
that the authority is renewed.
Rights and obligations attaching to shares
The rights attaching to the Company’s Ordinary Shares are set out in
the Articles available on the Company’s website. Subject to relevant
legislation, any share may be issued with or have attached to it such
preferred, deferred or other special rights and restrictions as the
Company may decide by ordinary resolution, or, if no such resolution
is in effect, as the Board may decide so far as the resolution does not
make specific provision. No such resolution is currently in effect.
The Company may pass an ordinary resolution to declare that
a dividend be paid to holders of Ordinary Shares, subject to the
recommendation of the Board as to the amount. On liquidation,
holders of Ordinary Shares may share in the assets of the Company.
Holders of Ordinary Shares are also entitled to receive the
Company’s Annual Report and, subject to certain thresholds being
met, may requisition the Board to convene a general meeting or the
proposal of resolutions at AGMs. None of the Ordinary Shares carry
any special rights with regard to control of the Company.
Voting rights
Holders of Ordinary Shares are entitled to attend and speak at
general meetings of the Company and to appoint one or more
proxies or, if the holder of shares is a corporation, to appoint a
corporate representative.
On a show of hands, each holder of Ordinary Shares who is present
in person, or if a corporation is present by a duly appointed corporate
representative who is not themselves a member, shall have one vote.
On a poll, every holder of Ordinary Shares present in person or by
proxy shall have one vote for every share of which they are the holder.
Electronic and paper proxy appointments and voting instructions
must be received no later than 48 hours before a general meeting.
A holder of Ordinary Shares can lose the entitlement to vote at
general meetings where that holder has been served with
a disclosure notice and has failed to provide the Company with
information concerning interests held in those shares.
Except as set out above and as permitted under applicable statutes,
there are no limitations on voting rights of holders of a given
percentage, number of votes or deadlines for exercising voting rights.
Restrictions on transfer of securities in the Company
There are no restrictions on the transfer of securities in the
Company, except that:
• The Directors may from time to time refuse to register a transfer
of a certificated share which is not fully paid, provided it meets the
requirements given under the Articles
• Transfers of uncertificated shares must be carried out using
CREST, and the Directors can refuse to register a transfer of an
uncertificated share, in accordance with the regulations governing
the operation of CREST
• Legal and regulatory restrictions may be put in place from time to
time, for example insider-trading laws
• In accordance with the Listing Rules of the FCA, the Directors
and certain colleagues require approval to deal in the
Company’s shares
• Where a Shareholder with at least a 0.25% interest in the
Company’s certificated shares has been served with a disclosure
notice and has failed to provide the Company with information
concerning interests in those shares
• The Directors may decide to suspend the registration of transfers,
for up to 30 days a year, by closing the register of Shareholders.
The Directors cannot suspend the registration of transfers of any
uncertificated shares without obtaining consent from CREST
There are no agreements between holders of Ordinary Shares that
are known to the Company which may result in restrictions on the
transfer of securities or on voting rights.
145
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Directors’ Report and other statutory information continued
Shares held on trust
From time to time, shares are held by a trustee in order to satisfy
entitlements of employees to shares under the Group’s share
schemes. Usually the shares held on trust are no more than
sufficient to satisfy the requirements of the Group’s share schemes
for one year. The shares held by these trusts do not have any special
rights with regard to control of the Company. While these shares are
held on trust, their rights are not exercisable directly by the relevant
employees. The current arrangements concerning these trusts and
their shareholdings are set out in Note 36 on page 217.
Change of control
There are no significant agreements to which the Company is a party
that take effect, alter or terminate upon a change of control following
a takeover bid, except for the Group’s principal borrowings described
in Note 29 on pages 211 and 212.
The Company does not have agreements with any Director or
colleague that would provide compensation for loss of office or
employment resulting from a change of control on takeover, except
that provisions in the Company’s share schemes and plans may
cause options and awards granted to colleagues to vest on
a takeover under such schemes and plans.
Political donations
Neither the Company nor the Group made any political donations
during 2019 or 2018.
Overseas branches
The Company operates branches in the following countries:
Australia, China, France, Hong Kong, India, Luxembourg, Malaysia,
Netherlands, Singapore, South Africa, South Korea, Switzerland,
Taiwan, the UAE and the UK.
Audit and auditor
Each of the Directors at the date of approval of this report
confirms that:
• To the best of their knowledge there is no relevant audit
information that has not been brought to the attention of
the auditor
• They have taken all steps required of them to make themselves
aware of any relevant audit information and to establish that the
Company’s auditor was aware of that information
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Deloitte LLP has indicated its willingness to continue in office as
auditor, and on the recommendation of the Audit Committee, a
resolution to reappoint Deloitte as the Company’s auditor will be
proposed at the 2020 AGM.
Colleague engagement
Informa runs ongoing and proactive internal communications and
colleague engagement programmes, designed to support and inform
colleagues and foster a dynamic and engaged culture throughout the
Group, and based on a recognition that people are the Group’s most
important asset.
The Board is directly involved in several of these activities, including
a colleague town hall programme that accompanies regular Board
146
meetings, and receives feedback and reporting on colleague matters
that allow the Directors to weigh and consider the interests of
colleagues in decision making. Full details are included in the Heart
of Informa section on pages 34 to 41.
During 2019, materials on the Group’s two colleague share schemes –
ShareMatch and a US Employee Stock Purchase Plan – were updated.
These schemes are regularly promoted on the Company’s intranet
and through direct mailing at key moments, such as enrolment
windows and the start and end of tax years.
Engagement with customers, suppliers
and other groups
Informa’s Directors recognise the importance of successful
partnerships with the Group’s customers and suppliers, based
on trust and delivering shared benefits.
Pages 42 to 45 in the Heart of Informa section describe how the
business works with customers, suppliers and business partners
to understand their needs and respond in a way that delivers value
to them and helps the Company succeed in turn. Our engagement
with suppliers includes agreeing payment practices, and for 2019
the reported average credit period was 44 days (2018: 46).
The Heart of Informa section also describes how the interests of
these groups were considered at key moments of decision making
during 2019.
Equal opportunities
Informa sets great store by diversity and aims to attract and retain
talented colleagues with a wide range of backgrounds, skills and
experiences. This breadth is both an essential business need and,
the Group believes, the only and right way to operate.
We recognise the value that differences bring, including but
not limited to difference of gender, age, race, nationality, social
background, professional and personal experiences and
preferences. We comply fully with all national equal opportunities
legislation and make recruitment and promotion decisions based
solely on the ability to perform each role. Colleagues, and potential
colleagues, receive the same treatment regardless of age, gender,
sexual orientation, disability, ethnicity or religion. In the event
that a colleague’s circumstances change, every effort is made to
ensure that their employment with the Group continues, including,
where possible, providing specialised training and adjusting their
working environment.
The Directors’ Report was approved by the Board and signed
on its behalf by
Rupert Hopley
Group General Counsel and Company Secretary
Informa PLC
Company Number: 08860726
9 March 2020
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Statement of Directors’
responsibilities
The Directors are responsible for preparing the Annual Report,
the Directors’ Remuneration Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors are required
to prepare the Group financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union and Article 4 of the International Accounting
Standard (IAS) Regulation and have elected to prepare the Parent
Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law), including FRS 102, the Financial
Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of the
profit or loss of the Group and the Company for that period.
In preparing the Parent Company financial statements, the Directors
are required to:
• Select suitable accounting policies and then apply
them consistently
• Make judgements and accounting estimates that are reasonable
and prudent
• State whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements
• Prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue
in business
In preparing the Group financial statements, IAS 1 requires
that Directors:
• Properly select and apply accounting policies
• Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information
• Provide additional disclosures when compliance with the
specific requirements in IFRS are insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the entity’s financial position and
financial performance
• Make an assessment of the Company’s ability to continue
as a going concern
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group. This enable
them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006 and,
as regards the financial statements, Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Directors consider the Annual Report and financial statements,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the
Company and the Group’s position, performance, business model
and strategy.
In addition, in accordance with DTR 4.1.12R, each of the Directors,
whose names and roles appear on pages 110 and 111, confirm that,
to the best of their knowledge:
• The Consolidated Financial Statements, which have been prepared
in accordance with IFRS as adopted by the EU, give a true and fair
view of the assets, liabilities, financial position and profit of the
Group and the Parent Company
• The Management Report (which includes the Strategic Report and
the Directors’ Report) includes a fair review of the development
and performance of the business and the position of the Group,
together with a description of the principal risks and uncertainties
that it faces
Approved by the Board and signed on its behalf by
Gareth Wright
Group Finance Director
9 March 2020
147
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Independent Auditor’s report
to the members of Informa PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• The financial statements of Informa PLC 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 31 December 2019 and of the
Group’s profit for the year then ended
• The Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union
• The Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including Financial Reporting Standard 102
The Financial Reporting Standard applicable in the UK and
Republic of Ireland
• The financial statements have been prepared in accordance with
the requirements of the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
We have audited the financial statements which comprise:
• The Consolidated Income Statement
• The Consolidated Statement of Comprehensive Income
• The Consolidated and Parent Company Balance Sheets
• The Consolidated Cash Flow Statement
• The Consolidated and Parent Company Statement of Changes
in Equity
• The related notes 1 to 42 to the Consolidated Financial Statements
• The related notes 1 to 12 to the Parent Company
Financial Statements
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
IFRSs as adopted by the European Union. The financial reporting
framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom
Accounting Standards, including FRS 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
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. We confirm
that the non-audit services prohibited by the FRC’s Ethical Standard
were not provided 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.
148
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the current year were:
• The recoverability of the carrying value of goodwill and intangible assets
• The timing of revenue recognition
In 2018, we identified a key audit matter in relation to the identification and valuation of intangible assets acquired
through the business combination with UBM. We have concluded that this is not a key audit matter in 2019 given the
limited extent of adjustments to the provisional acquisition accounting recorded in 2018. As the relative size and scale
of the business combinations made in 2019 are significantly less than previous years, we have not identified a key
audit matter in respect of the identification and valuation of intangible assets acquired in business combinations.
Materiality
The audit materiality that we used for the Group financial statements was £34.0m. This represents 4.6% of statutory
pre-tax profit adjusted for amortisation of intangible assets acquired in business combinations and losses on disposal.
Scoping
The increase in materiality over the prior year materiality figure (£27.0m) reflects the inclusion of the full-year
post-combination results of UBM, acquired on 15 June 2018.
We performed full scope audits or an audit of specified balances and transactions at the principal business units
within the Group’s shared services centres in the UK, US, China, Hong Kong and Singapore. These in-scope locations
represent the principal business units within the Group’s Operating Divisions and account for 76% (2018: 73%) of the
Group’s revenue and 73% (2018: 78%) of the Group’s adjusted operating profit.
Significant
changes in
our approach
Our planned audit approach was discussed with the Audit Committee in May 2019 and November 2019. Alongside the
changes in key audit matters outlined above, the significant change from our audit approach for the period ended
31 December 2018 was the extension of our planned operating effectiveness of controls testing to include the
purchase to pay process in the Group’s SAP environment. In 2018 we tested the operating effectiveness of controls
in the purchase to pay process in the Group’s Oracle environment.
There were no other significant changes to our approach in the current year.
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Conclusions relating to going concern, principal risks and viability statement
Going concern
We have reviewed the Directors’ statement in Note 2 to the financial statements about whether they
considered it appropriate to adopt the going concern basis of accounting in preparing them and their
identification of any material uncertainties to the Group’s and Company’s ability to continue to do so
over a period of at least 12 months from the date of approval of the financial statements.
We considered as part of our risk assessment the nature of the Group, its business model and related
risks including where relevant the impact of Brexit, the requirements of the applicable financial reporting
framework and the system of internal controls. We evaluated the Directors’ assessment of the Group’s
ability to continue as a going concern, including challenging the underlying data and key assumptions
used to make the assessment, and evaluated the Directors’ plans for future actions in relation to their
going concern assessment.
We are required to state whether we have anything material to add or draw attention to in relation to that
statement required by Listing Rule 9.8.6R(3) and report if the statement is materially inconsistent with our
knowledge obtained in the audit.
Principal risks and viability statement
Based solely on reading the Directors’ statements and considering whether they were consistent with the
knowledge we obtained in the course of the audit, including the knowledge obtained in the evaluation of
the Directors’ assessment of the Group’s and the Company’s ability to continue as a going concern, we are
required to state whether we have anything material to add or draw attention to in relation to:
• The disclosures on pages 81 to 90 that describe the principal risks, procedures to identify emerging
risks, and an explanation of how they are being managed or mitigated
• The Directors' confirmation on page 81 that they have carried out a robust assessment of the principal
and emerging risks facing the Group, including those that would threaten its business model, future
performance, solvency or liquidity; or
• The Directors’ explanation on pages 91 to 93 as to how they have assessed the prospects of the Group,
over what period they have done so and why they consider that period to be appropriate, and their
statement as to whether they have a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions
We are also required to report whether the Directors’ statement relating to the prospects of the Group
required by Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit
Going concern is the basis of
preparation of the financial
statements that assumes
an entity will remain in
operation for a period of at
least 12 months from the
date of approval of the
financial statements.
We confirm that we have
nothing material to report,
add or draw attention to in
respect of these matters.
Viability means the ability of
the Group to continue over
the time horizon considered
appropriate by the Directors.
We confirm that we have
nothing material to report,
add or draw attention to in
respect of these matters.
150
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 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.
The recoverability of the carrying value of goodwill and intangible assets
Key audit matter
description
The Group has expanded significantly through acquisition. As at 31 December 2019, total goodwill and
intangible assets were stated at £6,143m and £3,437m respectively (2018: £6,344m and £3,854m respectively).
Where goodwill exists, accounting standards require that management perform an annual impairment test,
computing the “recoverable amount” based on the higher of “value in use” and “fair value less costs to sell”.
The recoverable amount is then compared to the Balance Sheet carrying value of each cash generating unit or
group of cash generating units (CGU). This same impairment test is required for intangible assets where
indicators of potential impairment have been identified. Management performs its impairment assessment in
respect of goodwill on a divisional basis by aggregating the CGUs at the divisional level, reflecting the lowest
level at which it monitors goodwill.
To perform the impairment review, management prepares forecasts for three years, using the budget for year
one and the strategic plan for years two and three, and then applies a terminal value beyond year three using
growth factors and discount rates applicable for each CGU. The selection of the growth rates and the discount
rate assumptions requires judgement and is important to this audit risk. Management engages independent
expert valuation advisers to assist in deriving appropriate long-term growth rates and discount rates.
We considered the recoverability of the carrying value of goodwill and intangible assets as a key audit matter
for two reasons:
• The significant amount of audit resources and effort applied in respect of testing the impairment review of
goodwill and intangible assets. This reflects the significance of the carrying value of goodwill and intangible
assets on the Group Balance Sheet
• We identified a significant risk of material misstatement in respect of the cash flow forecasts relating to one
specific CGU – Informa Tech. The carrying value of this CGU at the date of the impairment review was
£930.1m
Management discusses the policies and processes followed in respect of the impairment review in Notes 2
and 16 to the Consolidated Financial Statements, and impairment of assets is identified as a key source of
estimation uncertainty in Note 3. This key source of estimation uncertainty is also referred to within the
Audit Committee Report on page 128.
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Financial Statements
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The recoverability of the carrying value of goodwill and intangible assets
How the scope of our
audit responded to
the key audit matter
We assessed management’s impairment review for goodwill and other intangible assets using a range of audit
procedures. The audit procedures that we performed with respect to all CGUs included the following:
Assessing management’s methodology:
• Obtaining an understanding of the basis of preparation of the forecasts and impairment review,
and assessing the design and implementation of key controls within the impairment review process
• Assessing recent forecasting accuracy against actual performance
• Following the finalisation of the UBM acquisition accounting in the year and the completion of the post-
combination business restructure, assessing if management’s revised CGU structure appropriately reflects
the new divisional structure of the Group
• Involving our internal valuation specialists to assess the appropriateness of the key assumptions including
the discount rates and long-term growth rates prepared by management’s expert valuation adviser
• Considering the reasonableness of sensitivities applied by management and reperforming this sensitivity
analysis
Assessing the cash flow forecasts:
• Determining whether the 2020 forecast performance for each CGU was consistent with the budgets adopted
by management and approved by the Board of Directors
• Assessing the appropriateness of short-term forecasts for each CGU including a comparison against
historical performance to assess the reasonableness of the budgets
• Determining whether the growth rates selected by management were reasonable, in line with the
requirements of accounting standards and reflected industry trends. We involved our internal valuations
specialists in these procedures
The incremental audit procedures that we performed in respect of Informa Tech pinpointed to the cash flow
forecasts of the CGU were:
• Assessing the design and implementation of key controls within the budget preparation and review process
in relation to this specific CGU
• Further challenging the cash flow forecasts used within the impairment model based on our understanding
of the business and developments within the year, discussions with finance and divisional management,
and external industry information
• Further considering historical forecasting accuracy by comparing actual performance to budgets over
a five-year lookback period
• Performing breakeven analysis on the key assumptions within the impairment model for the CGU,
and assessing whether the breakeven scenarios represented reasonably possible changes in the
key assumptions
Key observations
Based on the audit procedures performed we concluded that the assumptions management had applied in its
impairment review, and the overall conclusions from its review, were reasonable.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
The timing of revenue recognition
Key audit matter
description
The specific nature of the risk of material misstatement in revenue recognition varies across the Group’s
revenue streams and Operating Divisions.
How the scope of our
audit responded to
the key audit matter
In respect of subscriptions revenue within the Taylor & Francis, Informa Intelligence, and Informa Tech
Divisions, we identified a risk that the deferral and release of subscription revenues does not appropriately
match the subscription period in customer contracts.
In the Taylor & Francis division, for the unit sales revenue stream, we identified a key risk relating to sales
cut-off, being that revenue for books is not recognised in line with the agreed delivery terms.
The risks identified above were also identified as an area of potentially fraudulent management manipulation.
The Group’s revenue recognition accounting policies are disclosed in Note 2 to the Consolidated Financial
Statements with an analysis by revenue stream and by segment in Notes 5 and 6 to the Consolidated Financial
Statements respectively.
We confirmed our understanding of each of the Divisions’ business models and our understanding of the
principles set out in customer contracts and the sales process. We then confirmed our understanding of the
design and implementation of controls by performing sample transaction walkthroughs of the revenue
recording process, from order processing to invoice production through to cash collection. These procedures
enabled us to design and perform substantive audit procedures to respond to each of the specific risks of
material misstatement we identified.
The procedures we performed across the entities within our audit scope included the following:
• In relation to subscriptions revenue:
– We performed detailed testing of a sample of subscription transactions, obtaining and reviewing the
relevant order confirmations and contracts to validate whether revenue was appropriately recorded
across the term
– We used data analytics techniques to recalculate the deferred revenue in relation to subscription
revenue for contracts spanning the year end
• In relation to unit sales revenue:
– We performed detailed testing of a sample of transactions close to year end, examining supporting
documentation to determine whether revenue recognition criteria have been met and whether the
revenue has been appropriately recognised in the period or deferred at the period end
Key observations
Based on the audit procedures performed we concluded that revenue in respect of subscriptions was
recorded appropriately across the term and that the timing of revenue recognition in respect of unit sales
was appropriate.
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Financial Statements
Independent Auditor’s report to the members of Informa PLC continued
Our application of materiality
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:
Materiality
Basis for determining
materiality
Rationale for the
benchmark applied
Group financial statements
£34.0m (2018: £27.0m)
Parent Company financial statements
£11.9m (2018: £10.8m)
Our materiality is based on a percentage of statutory
pre-tax profit adjusted for amortisation of intangible
assets acquired in business combinations and losses
on disposals. Materiality of £34.0 million represents
4.7% of this measure (2018: 5%).
£34.0m represents 10.7% of statutory profit before
tax (2018: 9.2%) and 4.1% of reported adjusted profit
before tax (2018: 4.2%).
We adjust for amortisation of intangible assets acquired
in business combinations and losses on disposals to use
a profit measure also used by analysts and other users
of the financial statements, and because profits
adjusted for these items more closely aligns with
current cash flows.
Given the quantum of the net assets on the Parent
Company Balance Sheet we have capped materiality
to 35% (2018: 40%) of Group materiality which equates
to 0.1% of net assets (2018: 0.1% of net assets).
Net assets is typically considered an appropriate
benchmark for materiality as the Parent Company
is a holding company.
On the basis of our risk assessment, our assessment of the Group’s control environment including our plan to rely on the effective operation
of certain systems and controls, and management’s willingness to correct errors that may be identified, we set performance materiality for
the Group at £23.9m (2018: £18.9m) which represents 70% (2018: 70%) of Group materiality. We use performance materiality to determine
the extent of our testing; it is lower than Group materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £1.7m (2018: £1.3m), as well
as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee
on disclosure matters that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing
the risks of material misstatement at the Group level.
Based on that assessment, we performed full scope or an audit of specified balances and transactions at the principal business units within
the shared services centres in Colchester (UK), Kent (UK), Sarasota, Florida (US), Cleveland, Ohio (US), New York (US), Singapore, Shanghai
(China), and Hong Kong (China). The Parent Company is located in the UK and audited directly by the Group audit team.
The in-scope locations (those at which a full scope audit or an audit of specified balances and transactions was performed as part of the
Group audit) represent 73% (2018: 73%) of the Group’s revenue and 76% (2018: 79%) of the Group’s adjusted operating profit. The Group audit
team directly audits the entirety of the Group’s goodwill and acquired intangible assets. Our audit work at all the locations in the Group audit
scope was executed to a materiality of up to £14.3m, and therefore not exceeding 40% of Group materiality of £34.0m.
Full audit scope
Specified audit procedures
Review at Group level
Revenue
58%
15%
27%
100%
Adjusted
operating
profit
56%
20%
24%
100%
At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were
no significant risks of material misstatement in the aggregated financial information of the remaining components not subject to audit.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 IT specialists within the Group audit team tested the Group’s two main Enterprise Resource Planning (ERP) systems centrally. We assessed the
design and implementation and tested operating effectiveness of relevant controls within the purchase to pay cycle across both systems and
relied on these controls in the execution of our audit procedures.
The Group audit team continued to follow a programme of planned visits that has been designed so that the Senior Statutory Auditor or a
designate visits each of the locations in the Group audit scope at least once every two years and the most significant of them at least once a
year. In the course of the 2019 audit, visits were undertaken to all of the audit locations identified above with the exception of Shanghai (China)
and Hong Kong (China). The Group audit team had planned to visit Shanghai and Hong Kong for the component close meetings in February
2020 but were prohibited from doing so due to the outbreak of COVID-19. Our oversight plan was revised to ensure the Group audit team met
its requirements in respect of directing and reviewing the audit work of the component teams in China.
For each component, we included the component audit team in our team briefings, to discuss the Group risk assessment and audit
instructions, to confirm their understanding of the business, and to discuss their local risk assessment. Throughout the audit, we maintained
regular contact in order to support and direct their audit approach. We also attended (either in person or dial in) local audit close meetings
with local management, performed onsite or remote reviews of their working papers, and reviewed their reporting to us of the findings from
their work.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the Annual Report, other than the financial statements and our auditor’s report thereon.
We have nothing to report
in respect of these matters.
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.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a material misstatement
of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
In this context, matters that we are specifically required to report to you as uncorrected material
misstatements of the other information include where we conclude that:
• Fair, balanced and understandable – the statement given by the Directors that they consider the Annual
Report and financial statements taken as a whole is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the Group’s position and performance, business
model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
• Audit Committee reporting – the section describing the work of the Audit Committee does not
appropriately address matters communicated by us to the Audit Committee; or
• Directors’ statement of compliance with the UK Corporate Governance Code – the parts of the Directors’
statement required under the Listing Rules relating to the Company’s compliance with the UK Corporate
Governance Code containing provisions specified for review by the auditor in accordance with Listing
Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate
Governance Code
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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.
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.
Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and
regulations, are set out below.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and
perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis
for our opinion.
Identifying and assessing potential risks related to irregularities
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
• Results of our enquiries of management and 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:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations
• The matters discussed among the audit engagement team including significant component audit teams and involving relevant internal
specialists, including tax, valuations, pensions, IT and analytics 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 around the timing of revenue recognition. 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 frameworks 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 the UK Companies Act 2006, Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations 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 include the General Data Protection
Regulation (GDPR), anti-bribery legislation and anti-money laundering regulations.
156
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Audit response to risks identified
As a result of performing the above procedures, we identified the timing of revenue recognition as a key audit matter with a potential risk of
fraud. The key audit matter section of our report explains the matters in more detail and also describes the specific procedures we performed
in response to those key audit matters.
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 relevant laws and
regulations discussed 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
• 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 and reviewing internal audit reports
• 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 significant component audit teams, 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
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
• 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 of 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.
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Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
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
Directors’ remuneration
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.
We have nothing to report in
respect of these matters.
Other matters
Auditor tenure
Following the recommendation of the Audit Committee, we were reappointed by the members at the AGM on 24 May 2019 to audit the
financial statements for the year ended 31 December 2019. The period of total uninterrupted engagement including previous renewals
and reappointments of the firm is 16 years, covering the years ended 31 December 2004 to 31 December 2019.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).
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.
Anna Marks FCA
Senior statutory auditor
For and on behalf of Deloitte LLP
Statutory Auditor
London
9 March 2020
158
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Financial Statements
Consolidated Income Statement for the year ended 31 December 2019
Revenue
Net operating expenses
Operating profit/(loss) before joint ventures
and associates
Share of results of joint ventures and associates
Operating profit/(loss)
(Loss)/profit on disposal of subsidiaries and operations
Investment income
Finance costs
Profit/(loss) before tax
Tax (charge)/credit
Profit/(loss) for the year
Attributable to:
– Equity holders of the Company
– Non-controlling interests
Earnings per share
– Basic (p)
– Diluted (p)
Adjusted
results
2019
£m
2,890.3
(1,958.7)
Adjusting
items
2019
£m
Statutory
results
2019
£m
–
2,890.3
(395.0)
(2,353.7)
Adjusted
results
2018
£m
2,369.5
(1,638.4)
Adjusting
items
2018
£m
–
Statutory
results
2018
£m
2,369.5
(368.9)
(2,007.3)
931.6
1.5
933.1
–
8.9
(120.6)
821.4
(156.1)
665.3
(395.0)
–
(395.0)
(95.4)
1.2
(13.5)
(502.7)
83.5
(419.2)
536.6
1.5
538.1
(95.4)
10.1
(134.1)
318.7
(72.6)
246.1
644.7
20.6
(419.2)
–
225.5
20.6
51.5
51.3
18.0
18.0
731.1
1.0
732.1
–
7.0
(89.4)
649.7
(116.2)
533.5
519.8
13.7
49.4
49.2
(368.9)
–
(368.9)
1.1
1.2
(1.0)
(367.6)
55.7
(311.9)
362.2
1.0
363.2
1.1
8.2
(90.4)
282.1
(60.5)
221.6
(311.9)
–
207.9
13.7
19.7
19.7
Notes
5
7
20
21
11
12
13
15
37
15
15
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Statements
Consolidated Statement of Comprehensive Income for the year ended 31 December 2019
Profit for the year
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension schemes
Tax credit relating to items that will not be reclassified to profit or loss
Total items that will not be reclassified subsequently to profit or loss
Items that have been reclassified subsequently to profit or loss:
Recycling of exchange gains arising on disposal of foreign operations
Items that may be reclassified subsequently to profit or loss:
Exchange (loss)/gain on translation of foreign operations
Exchange gain/(loss) on net investment hedge debt
Loss on derivative hedges
Total items that may be reclassified subsequently to profit or loss
Other comprehensive (expense) income for the year
Total comprehensive income for the year before initial application of IFRS 16
Effect of initial application of IFRS 16 that will not be reclassified subsequently to profit or loss
Total comprehensive income for the year including IFRS 16 inital application
Total comprehensive income attributable to:
– Equity holders of the Company
– Non-controlling interests
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
Notes
34
22
2019
£m
246.1
2018
(restated)1
£m
221.6
(1.6)
0.7
(0.9)
(14.3)
1.3
(13.0)
1.2
–
(233.5)
73.1
(21.2)
(180.4)
(181.3)
64.8
4.1
68.9
48.2
20.7
236.0
(91.3)
(22.4)
122.3
109.3
330.9
–
330.9
314.7
16.2
160
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Consolidated Statement of Changes in Equity for the year ended 31 December 2019
At 31 December 2017
Profit for the year
Exchange gain on translation of
foreign operations1
Exchange loss on net investment
hedge debt
Loss arising on derivative hedges
Foreign exchange recycling of
disposed entities
Actuarial loss on defined benefit
pension schemes
Tax relating to components of other
comprehensive income
Total comprehensive income for the year
Dividends to Shareholders
Dividends to NCI
Share award expense
Issue of share capital
Own shares purchased
Transfer of vested LTIPs
NCI arising from purchase of subsidiary
Adjustment to NCI arising from exercise of
put option
Disposal of NCI
At 31 December 20181
Effect of initial application of IFRS 16 (see
Note 38) on 1 January 2019
At 1 January 2019 as restated for initial
application of IFRS 16
Profit for the year
Exchange loss on translation of
foreign operations
Exchange gain on net investment
hedge debt
Loss arising on derivative hedges
Foreign exchange recycling of
disposed entities
Actuarial loss on defined benefit
pension schemes
Tax relating to components of other
comprehensive income
Total comprehensive income for the year
Dividends to Shareholders
Dividends to NCI
Share award expense
Issue of share capital
Own shares purchased
Transfer of vested LTIPs
NCI arising from purchase of subsidiary
Adjustment to NCI arising from exercise of
put option
Disposal of NCI
At 31 December 2019
Share capital
£m
0.8
–
–
–
–
–
–
–
–
–
–
–
0.5
–
–
–
–
–
1.3
–
1.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Share
premium
account
£m
905.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
905.3
–
905.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1.3
–
–
905.3
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
Translation
reserve1
£m
(56.5)
–
233.5
(91.3)
(22.4)
–
–
–
119.8
–
–
–
–
–
–
–
–
–
63.3
–
63.3
–
(233.6)
73.1
(21.2)
1.2
–
–
(180.5)
–
–
–
–
–
–
–
–
–
(117.2)
Other
reserves
£m
(1,568.7)
–
Retained
earnings1
£m
2,936.8
207.9
Total1
£m
2,217.7
207.9
233.5
(91.3)
(22.4)
–
–
–
–
–
(14.3)
(14.3)
1.3
194.9
(201.8)
–
–
–
–
3.9
–
–
–
2,933.8
1.3
314.7
(201.8)
–
8.1
3,547.3
(3.5)
–
–
(4.3)
–
5,878.2
Non-
controlling
interests
£m
11.3
13.7
2.5
–
–
–
–
–
16.2
–
(8.6)
–
–
–
–
176.8
(2.3)
–
193.4
Total equity1
£m
2,229.0
221.6
236.0
(91.3)
(22.4)
–
(14.3)
1.3
330.9
(201.8)
(8.6)
8.1
3,547.3
(3.5)
–
176.8
(6.6)
–
6,071.6
–
–
–
–
–
–
–
–
–
8.1
3,546.8
(3.5)
(3.9)
–
(4.3)
–
1,974.5
–
4.1
4.1
–
4.1
1,974.5
–
2,937.9
225.5
5,882.3
225.5
193.4
20.6
6,075.7
246.1
(233.6)
0.1
(233.5)
–
–
–
–
–
–
–
–
–
10.4
–
(15.9)
(5.7)
–
–
–
–
–
(1.6)
0.7
224.6
(280.3)
–
–
–
–
5.7
–
73.1
(21.2)
1.2
(1.6)
0.7
44.1
(280.3)
–
10.4
–
(15.9)
–
–
–
1.3
1,964.6
–
–
2,887.9
–
1.3
5,641.9
–
–
–
–
–
20.7
–
(17.5)
–
–
–
–
–
–
(0.5)
196.1
73.1
(21.2)
1.2
(1.6)
0.7
64.8
(280.3)
(17.5)
10.4
–
(15.9)
–
–
–
0.8
5,838.0
161
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Consolidated Balance Sheet as at 31 December 2019
Non-current assets
Goodwill
Other intangible assets
Property and equipment
Right of use assets
Investments in joint ventures and associates
Other investments
Deferred tax assets
Retirement benefit surplus
Finance lease receivables
Other receivables
Derivative financial instruments
Current assets
Inventory
Trade and other receivables
Current tax asset
Cash and cash equivalents
Finance lease receivables
Derivative financial instruments
Assets classified as held for sale
Total assets
Current liabilities
Borrowings
Lease liabilities
Derivative financial instruments
Current tax liabilities
Provisions
Trade and other payables
Deferred income
Liabilities directly associated with assets classified as held for sale
Non-current liabilities
Borrowings
Lease liabilities
Derivative financial instruments
Deferred tax liabilities
Retirement benefit obligation
Provisions
Trade and other payables
Deferred income
Total liabilities
Net assets
Share capital
Share premium account
Translation reserve
Other reserves
Retained earnings
Equity attributable to equity holders of the parent
Non-controlling interest
Total equity
Notes
2019
£m
2018
(restated)1
£m
16
17
19
38
20
20
22
34
38
23
24
25
23
28
38
26
29
38
24
30
31
31
26
29
38
24
22
34
30
31
31
35
35
36
6,143.1
3,437.4
69.2
264.4
19.8
10.1
6.7
4.9
13.0
27.8
3.9
10,000.3
38.5
476.4
8.9
195.1
2.3
1.0
–
722.2
10,722.5
(152.2)
(34.2)
(36.4)
(97.5)
(34.3)
(482.7)
(746.5)
–
(1,583.8)
(2,380.7)
(282.4)
(22.4)
(540.4)
(35.0)
(19.1)
(17.4)
(3.3)
(3,300.7)
(4,884.5)
5,838.0
1.3
905.3
(117.2)
1,964.6
2,887.9
5,641.9
196.1
5,838.0
6,343.9
3,854.4
69.7
–
19.1
5.1
24.2
4.5
–
6.3
1.5
10,328.7
50.9
400.4
15.9
168.8
–
–
79.1
715.1
11,043.8
(200.8)
–
(10.1)
(96.2)
(63.4)
(445.2)
(701.2)
(13.9)
(1,530.8)
(2,626.2)
–
(94.0)
(619.7)
(37.5)
(30.1)
(30.3)
(3.6)
(3,441.4)
(4,972.2)
6,071.6
1.3
905.3
63.3
1,974.5
2,933.8
5,878.2
193.4
6,071.6
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
These financial statements were approved by the Board of Directors and authorised for issue on 9 March 2020 and were signed on its behalf by
Stephen A. Carter
Group Chief Executive
162
Gareth Wright
Group Finance Director
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Consolidated Cash Flow Statement for the year ended 31 December 2019
Operating activities
Cash generated by operations
Income taxes paid
Interest paid
Net cash inflow from operating activities
Investing activities
Interest received
Purchase of property and equipment
Proceeds on disposal of property and equipment
Purchase of intangible software assets
Product development costs additions
Purchase of intangibles related to titles, brands and customer relationships
Outflows on disposal of other intangible assets related to titles and brands
Acquisition of subsidiaries and operations, net of cash acquired
Acquisition of investment
Proceeds from disposal of subsidiaries and operations
Net cash outflow from investing activities
Financing activities
Dividends paid to Shareholders
Dividends paid to non-controlling interests
Dividend paid in settlement of UBM acquisition liability
Proceeds from EMTN bond issuance
Repayment of loans
New loan advances
Repayment of private placement borrowings
New private placement borrowings
Borrowing fees paid
Repayment of lease liabilities
Finance lease receipts
Acquisition of non-controlling interests
Cash (outflow)/inflow from share capital
Net cash (outflow)/inflow from financing activities
Net increase in cash and cash equivalents
Effect of foreign exchange rate changes
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Notes
33
19
18
20
14
14
27
27
27
27
27
27
18
28
28
Reconciliation of Movement in Net Debt for the year ended 31 December 2019
Increase in cash and cash equivalents in the year (including cash acquired)
Cash flows from net drawdown of borrowings and derivatives associated with debt
Change in net debt resulting from cash flows
Borrowings acquired in acquisition of subsidiary (2018 related to UBM)
Non-cash movements including foreign exchange
Movement in net debt in the period (before opening IFRS 16 debt)
Net debt at beginning of the year
IFRS 16 lease liabilities at 1 January 2019
IFRS 16 finance lease receivables at 1 January 2019
Net finance lease additions in year
Net debt at end of the year
Notes
27
27
27
27
27
38
38
27
2019
£m
958.5
(100.6)
(138.3)
719.6
5.5
(17.5)
–
(25.3)
(7.0)
(59.4)
–
(167.7)
(5.0)
179.3
(97.1)
(280.0)
(17.5)
–
443.7
(499.7)
41.2
(143.4)
–
(9.4)
(34.5)
2.3
(32.2)
(15.9)
(545.4)
77.1
(6.9)
124.9
195.1
2019
£m
77.1
199.8
276.9
–
93.1
370.0
(2,681.9)
(343.6)
14.4
(16.5)
2018
£m
635.0
(82.4)
(66.3)
486.3
2.1
(23.4)
0.4
(30.2)
(6.2)
(21.0)
(3.2)
(593.6)
(0.5)
7.4
(668.2)
(201.9)
(8.6)
(59.0)
872.7
(1,179.4)
644.0
(101.5)
313.6
(10.0)
–
–
(5.3)
2.0
266.6
84.7
(8.0)
48.2
124.9
2018
£m
84.7
(539.4)
(454.7)
(702.6)
(151.5)
(1,308.8)
(1,373.1)
–
–
–
(2,657.6)
(2,681.9)
163
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Statements
Notes to the Consolidated Financial Statements for the year ended 31 December 2019
1. General information
Informa PLC (the Company) is a company incorporated in the United Kingdom under the Companies Act 2006 and is listed on the London
Stock Exchange. The Company is a public company limited by shares and is registered in England and Wales with registration number
08860726. The address of the registered office is 5 Howick Place, London, SW1P 1WG. The nature of the Group’s operations and its principal
activities are set out in the Strategic Report.
The Consolidated Financial Statements as at 31 December 2019 and for the year then ended comprise those of the Company and its
subsidiaries and its interests in joint ventures and associates (together referred to as the Group).
These financial statements are presented in pounds sterling (GBP), the functional currency of the Parent Company, Informa PLC. Foreign
operations are included in accordance with the policies set out in Note 2.
2. Significant accounting policies
Basis of accounting
The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) adopted by
the European Union and therefore comply with Article 4 of the EU IAS Regulations.
The Directors have, at the time of approving the Consolidated Financial Statements, a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the Consolidated Financial Statements. Further detail is contained in the Strategic Report on page 91.
The Consolidated Financial Statements have been prepared on the historical cost basis, except for derivative financial instruments, pension
assets, investments and a private placement loan which are measured at fair value. The principal accounting policies adopted are set out
below, all of which have been consistently applied to all periods presented in the Consolidated Financial Statements.
Basis of consolidation
The Consolidated Financial Statements incorporate the accounts of the Company and all its subsidiaries. Control is achieved where the
Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its
involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or sold are included
in the Consolidated Financial Statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into line with those used by other
members of the Group.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of
consolidated subsidiaries are identified separately from the Group’s equity and consist of the net assets of those interests at the date of the
original business combination plus their share of changes in equity since that date.
Joint ventures are joint arrangements in which the Group has the rights to the net assets through joint control with a third party. Joint
operations arise where there is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require the unanimous consent of the parties sharing control, and where the joint operators have rights to the assets and
obligations for the liabilities relating to the arrangement. Associates are undertakings over which the Group exercises significant influence,
usually from 20–50% of the equity voting rights, in respect of the financial and operating policies and is neither a subsidiary nor an interest
in a joint venture.
The Group accounts for its interests in joint ventures and associates using the equity method. Under the equity method, the investment in the
joint venture or associate is initially measured at cost. The carrying amount is adjusted to recognise changes in the Group’s share of net assets
of the joint venture or associate since the acquisition date. The Income Statement reflects the Group’s share of the results of operations of
the entity. The Statement of Comprehensive Income includes the Group’s share of any other comprehensive income recognised by the joint
venture or associate. Dividend income is recognised when the right to receive the payment is established. Where an associate or joint venture
has net liabilities, full provision is made for the Group’s share of liabilities where there is a constructive or legal obligation to provide additional
funding to the associate or joint venture.
164
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Foreign currencies
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at the rates ruling
at that date. These translation differences are included in net operating expenses in the Consolidated Income Statement.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
The Balance Sheet of foreign subsidiaries is translated into pounds sterling at the closing rates of exchange. The Income Statement results are
translated at an average exchange rate, recalculated for each month at that month’s closing rate from the equivalent for the preceding month.
Foreign exchange differences arising from the translation of opening net investments in foreign subsidiaries at the closing rate are taken
directly to the translation reserve. In addition, foreign exchange differences arising from retranslation of the foreign subsidiaries’ results from
monthly average rate to closing rate are also taken directly to the Group’s translation reserve. Such translation differences are recognised in
the Consolidated Income Statement in the financial year in which the operations are disposed. The translation movements on matched
long-term foreign currency borrowings, qualifying as hedging instruments under IFRS 9 Financial Instruments, are also taken directly to the
translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and
translated at the acquisition closing rate. This is then revalued at the year end rate with any foreign exchange difference taken directly to the
translation reserve.
Business combinations
The acquisition of subsidiaries and other asset purchases that are assessed as meeting the definition of a business under the rules of IFRS 3
Business Combinations are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of
fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.
If the accounting for business combinations involves provisional amounts, which are finalised in a subsequent reporting period during the
12-month measurement period as permitted under IFRS 3, restatement of these provisional amounts may be required in the subsequent
reporting period. Acquisition and integration costs incurred are expensed and included in adjusting items in the Consolidated Income
Statement.
If the business combination is achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree
is remeasured to fair value at the acquisition date through the Consolidated Income Statement.
Put option arrangements that allow non-controlling interest Shareholders to require the Group to purchase the non-controlling interest
are treated as derivatives over equity instruments and are initially recognised at fair value within derivative financial liabilities, with a
corresponding charge directly to equity. Interest rate swaps, forward exchange contracts, put options and other derivatives are classified as
financial assets or financial liabilities at fair value through profit or loss and are measured at each reporting date at fair value. Changes in the
fair values are included in profit or loss within financing income/expense unless the instrument has been designated as a hedging instrument.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to
the fair value of the contingent consideration, which is classified as a financial liability that is within the scope of IFRS 9, will be recognised in
the Income Statement.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for
non-controlling interests over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of
the net assets of the subsidiary acquired, the difference is recognised in the Income Statement. The Group recognises any non-controlling
interest at the proportionate share of the acquiree’s identifiable net assets.
Disposals
At the date of a disposal, or loss of control, joint control or significant influence over a subsidiary, joint venture or associate, the Group
derecognises the assets (including goodwill) and liabilities of the entity, with the carrying amount of any non-controlling interest and any
cumulative translation differences recorded in equity. The fair value of consideration including the fair value of any investment retained is
recognised. The consequent profit or loss on disposal that is not disclosed as a discontinued operation is recognised in profit and loss within
“profit or loss on disposal of subsidiaries and operations”.
165
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 2. Significant accounting policies continued
Equity transactions
Where there is a change of ownership of a subsidiary without a change of control, the difference between the consideration and the relevant
share of the carrying amount of net assets acquired or disposed of the subsidiary is recorded in equity. The carrying amounts of the
controlling and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between
the amount at which the non-controlling interests are adjusted and the fair value of the consideration is recognised directly in equity.
Revenue
IFRS 15 Revenue from Contracts with Customers provides a single, principles-based, five-step model to be applied to all sales contracts. It is
based on the transfer of control of goods and services to customers, and requires the identification and assessment of the satisfaction of
delivery of each performance obligation in contracts in order to recognise revenue.
Where separate performance obligations are identified in a single contract, total revenue is allocated on the basis of relative stand-alone
selling prices to each performance obligation, or management’s best estimate of relative value where stand-alone selling prices do not exist.
Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and services
provided in the normal course of business, net of discounts, VAT and other sales-related taxes, and provisions for returns and cancellations.
Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.
Payments received in advance of the satisfaction of a performance obligation are held as deferred income until the point at which the
performance obligation is satisfied. Aside from an immaterial amount which is separately disclosed on the face of the Balance Sheet under
non-current liabilities and relates to payment in advance received for biennial and triennial events and exhibitions, deferred income balances
at the year end reporting date will be recognised as revenue within 12 months. Therefore, the aggregate amount of the transaction price in
respect of performance obligations that are unsatisfied at the year end reporting date is the deferred income balance which will be satisfied
within one year.
Revenue type
Performance obligations
Revenue recognition accounting policy
Timing of customer payments
Exhibition space and
related services
Provision of services associated
with exhibition and conference
events.
Performance obligations are satisfied at the
point of time that services are provided to the
customer with revenue recognised when the
event has taken place.
Subscriptions
Provision of journals and online
information services that are
provided on a periodic basis or
updated on a real-time basis.
Performance obligations are satisfied over time,
with revenue recognised straight line over the
period of the subscription.
Payments for events are normally received in
advance of the event dates, which are typically
up to 12 months in advance of the event date,
and are held as deferred income until the
event date.
Subscription payments are normally received
in advance of the commencement of the
subscription period which is typically a
12-month period and are held as deferred
income.
Transactional sales
Provision of books and specific
publications in print or digital
format.
Revenue is recognised at the point of time when
control of the product is passed to the customer
or the information service has been provided.
Transactional sales to customers are typically
on credit terms and customers pay according
to these terms.
Attendee revenue
Provision of exhibition or
conference events.
Performance obligations are satisfied at the
point of time that the event is held, with
attendee revenue recognised at this date.
Payments by attendees are normally received
either in advance of the event date or at
the event.
Marketing, advertising
services and sponsorship
Provision of advertising, marketing
services and event sponsorship.
Performance obligations are satisfied over the
period of the advertising services or over the
period when the marketing service is provided.
Revenue relating to advertising or sponsorship
at events is recognised on a point of time basis
at the event date.
Payments for such services are normally
received in advance of the marketing,
advertising or sponsorship period.
166
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Revenue relating to barter transactions is recorded at fair value and the timing of recognition is in line with the above. Expenses from barter
transactions are recorded at fair value and recognised as incurred. Barter transactions typically involve the trading of show space or
conference places in exchange for services provided at events or media advertising.
There are no material contract assets or liabilities arising on work performed in order to deliver performance obligations. See Notes 5 and
6 for further details of revenue by type, business segment and geographic location.
Pension costs and pension scheme arrangements
Certain Group companies operate defined contribution pension schemes for colleagues. The assets of the schemes are held separately from
the individual companies. The pension cost charge associated with these schemes represents contributions payable and is charged as an
expense when incurred.
The Group also operates funded defined benefit schemes for colleagues. The cost of providing these benefits is determined using the
Projected Unit Credit Method, with actuarial valuations being carried out at regular intervals. There is no service cost due to the fact that these
schemes are closed to future accrual. Net interest is calculated by applying a discount rate to the opening net defined benefit liability or asset
and is shown in finance costs, and the administration costs are shown as a component of operating expenses. Actuarial gains and losses are
recognised in full in the period in which they occur, outside of the Consolidated Income Statement and in the Consolidated Statement of
Comprehensive Income.
The retirement benefit obligation recognised in the Consolidated Balance Sheet represents the actual deficit or surplus in the Group’s defined
benefit plans under IAS 19. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the
form of refunds from the plans or reductions in future contributions to the plans.
Share-based payments
The Group issues equity-settled share-based payments to certain colleagues. These are measured at fair value at date of grant. An expense
is recognised to spread the fair value of each award over the vesting period on a straight line basis, after allowing for an estimate of the share
awards that will actually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest.
The impact of the revision of the original estimates, if any, is recognised in the Income Statement such that the cumulative expense reflects
the revised estimate.
For awards under the Long-Term Incentive Plan (LTIP), where the proportion of the award is dependent on the level of total shareholder
return, the fair value is measured using a Monte Carlo model of valuation, which is considered to be the most appropriate valuation technique.
The valuation takes into account factors such as non-transferability, exercise restrictions and behavioural considerations. Where the
proportion of the award is dependent on earnings per share performance conditions, which are non-market-based measures, the fair value is
remeasured at each reporting date to reflect updates for expected or actual performance. For awards issued under ShareMatch, the fair value
is expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. For cash-settled
share-based payments, a liability is recognised over the vesting period, with the fair value remeasured at each reporting date and any changes
recognised in the Consolidated Income Statement.
Own shares are deducted in arriving at total equity and represent the cost of the Company’s Ordinary Shares acquired by the Employee Share
Trust (EST) and ShareMatch in connection with certain of the Group’s colleague share schemes.
Interest income
Interest income is recognised on an accruals basis, by reference to the principal outstanding and at the effective interest rate applicable.
Taxation
The tax expense represents the sum of the current tax payable and deferred tax. Current tax is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the Consolidated Income Statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
A current tax provision is recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will
be required to settle that obligation. The provision is the best estimate of the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax nor accounting profit. To the
extent that goodwill is tax deductible, where a taxable temporary difference arises from the subsequent tax deductible amounts, the
associated deferred tax liability is recognised.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 2. Significant accounting policies continued
Deferred tax is calculated for all business combinations in respect of intangible assets and properties. A deferred tax liability is recognised to
the extent that the fair value of the assets for accounting purposes exceeds the value of those assets for tax purposes and will form part of
the associated goodwill on acquisition. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled or the asset is realised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities
on a net basis.
Current and deferred tax are recognised in the Consolidated Income Statement, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or
directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is
included in the accounting for the business combination.
The Group is a multinational group with tax liabilities arising in many geographic locations. This inherently leads to complexity in the Group’s
tax structure. Therefore, the calculation of the Group’s current tax liabilities and tax expense necessarily involves a degree of estimation and
judgement in respect of items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax
authority or, as appropriate, through a formal legal process. The resolution of issues is not always within the control of the Group and issues
can, and often do, take many years to resolve.
Payments in respect of tax liabilities for an accounting period result from payments on account and on the final resolution of open items. As a
result, there can be substantial differences between the tax charge in the Income Statement and tax payments. The final resolution of certain
of these items may give rise to material profit and loss and/or cash flow variances. Any difference between expectations and the actual future
liability is accounted for in the period identified.
Goodwill
Goodwill arises from the acquisition of a subsidiary or business and is calculated as the excess of the purchase consideration over the fair
value of identifiable assets and liabilities acquired at the date of acquisition. Goodwill also includes amounts corresponding to deferred tax
liabilities recognised in respect of acquired intangible assets. It is recognised as an asset at cost, assessed for impairment at least annually
and subsequently measured at cost less any accumulated impairment losses. Any impairment is recognised immediately in the Consolidated
Income Statement and is not subsequently reversed. On disposal of a subsidiary or business, the attributable goodwill is included in the
determination of the profit or loss on disposal. Fair value measurements are based on provisional estimates and may be subject to
amendment within one year of the acquisition in line with IFRS 3 Business Combinations, resulting in an adjustment to goodwill.
Goodwill is tested for impairment annually, or more frequently when there is an indication that it may be impaired, at the segment level. This
represents an aggregation of the CGUs and reflects the level at which goodwill is monitored in the business. At each reporting date, the Group
reviews the composition of its CGUs to reflect the impact of changes to cash inflows associated with reorganisations of its management and
reporting structure.
Where an impairment test is performed, the carrying value is compared with the recoverable amount which is the higher of the value in use
and the fair value less costs to sell. Value in use is the present value of future cash flows and is calculated using a discounted cash flow analysis
based on the cash flows of the CGU compared with the carrying value of that CGU, including goodwill. The Group estimates the discount rates
as the risk-adjusted cost of capital for the particular CGUs. If the recoverable amount of the CGU or group of CGUs is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Intangible assets
Intangible assets are initially measured at cost. For intangible assets acquired in business combinations, cost is calculated based on the
Group’s valuation methodologies. These assets are amortised over their estimated useful lives on a straight line basis, as follows:
Book lists
Journal titles
Brands and trademarks
Customer relationships databases and intellectual property
Software
Product development
20 years1
20 years1
5–30 years
5–30 years
3–10 years
3–5 years
1. Or licence period if shorter.
Software which is not integral to a related item of hardware is included in intangible assets. Capitalised internal-use software costs include
external direct costs of materials and services consumed in developing or obtaining the software, and payroll and other direct costs for
employees who devote substantial time to the project. Capitalisation of these costs ceases when the project is substantially complete and
available for use. These costs are amortised on a straight line basis over their expected useful lives.
Product development expenditure is capitalised as an intangible asset only if all of certain conditions are met, with all research costs and
other development expenditure being expensed when incurred. The capitalisation criteria are as follows:
• An asset is created that can be separately identified, and which the Group intends to use or sell
• It is technically feasible to complete the development of the asset for use or sale
• It is probable that the asset will generate future economic benefit
• The development cost of the asset can be measured reliably
The expected useful lives of intangible assets are reviewed annually. The Group does not have any intangible assets with indefinite lives
(excluding goodwill).
Property and equipment
Property and equipment is recorded at cost less accumulated depreciation and provision for impairment. Depreciation is provided to write off
the cost less the estimated residual value of property and equipment on a straight line basis over the estimated useful lives of the assets.
Freehold land is not depreciated. The rates of depreciation on other assets are as follows:
Freehold buildings
Leasehold land and buildings including right of use assets
Equipment, fixtures and fittings
50 years
Shorter of useful economic life or life of the lease
3–15 years
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the net sale proceeds and the
carrying amount of the asset and is recognised in the Consolidated Income Statement.
Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right of use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases
with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture
and telephones). For these leases, the Group recognises the lease payments as operating leases expensed directly to the Income Statement.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, using the
discount rate implicit with the lease. The lease liability is presented as a separate line in the Consolidated Balance Sheet. The lease liability
is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the discount rate used at
commencement) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever:
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured
based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of
the modification
• The lease payments change due to changes in an index or rate or a change in expected payments, in which cases the lease liability is
remeasured by discounting the revised lease payments using a changed discount rate at the effective date of the modification
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The right of use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day, less any lease incentives received and vacant property provisions. They are subsequently measured at cost less
accumulated depreciation and impairment losses. Right of use assets are depreciated over the expected lease term of the underlying asset.
The depreciation starts at the commencement date of the lease. The right of use assets are presented as a separate line in the Consolidated
Balance Sheet. The Group applies IAS 36 to determine whether a right of use asset is impaired and accounts for any identified impairment loss
against the right of use asset.
The Group as lessor
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all
the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is
classified as a finance or operating lease by reference to the right of use asset arising from the head lease. Rental income from operating
leases is recognised directly in the Consolidated Income Statement.
Amounts due from lessees under finance leases are recognised as finance lease receivables at the amount of the Group’s present value of the
lease receipts. The finance lease receivable is subsequently measured by increasing the carrying amount to reflect interest on the finance
lease receivable (using the discount rate used at commencement) and by reducing the carrying amount to reflect the lease payments received.
Assets classified as held for sale
Non-current assets or disposal groups are classified as held for sale if: their carrying amount will be recovered principally through sale, rather
than continuing use; they are available for immediate sale; and the sale is highly probable. A disposal group consists of assets that are to be
disposed of, by sale or otherwise, in a single transaction together with the directly associated liabilities. Goodwill arising from business
combinations is included for CGUs which are part of the disposal group.
On initial classification as held for sale, non-current assets or components of a disposal group are remeasured at the lower of their carrying
amount and fair value less costs to sell. Any impairment of a disposal group is first allocated to goodwill and then to remaining assets and
liabilities on a pro-rata basis. Impairment on initial classification as held for sale and subsequent gains or losses on remeasurement are
recognised in the Income Statement. Gains are not recognised in excess of any cumulative impairment.
No amortisation or depreciation is charged on non-current assets (including those in disposal groups) classified as held for sale. Assets
classified as held for sale are disclosed separately on the face of the Consolidated Balance Sheet and classified as current assets or liabilities,
with disposal groups being separated between assets held for sale and liabilities held for sale.
Impairment of tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset, for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is
reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Other investments
Other investments are entities over which the Group does not have significant influence (typically where the Group holds less than 20%
interest in the voting interests of the entity). Other investments are classified as assets held at fair value through profit and loss under IFRS 9,
with changes in fair value reported in the Income Statement.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost comprises direct materials and expenses incurred in bringing the
inventory to its present location and condition. Net realisable value represents the estimated selling price less marketing and distribution
costs expected to be incurred. Pre-publication costs are included in inventory, representing costs incurred in the origination of content prior
to publication. These are expensed systematically, reflecting the expected sales profile over the estimated economic lives of the related
products (typically over one to five years).
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Financial assets
Financial assets are recognised in the Group’s Consolidated Balance Sheet when the Group becomes a party to the contractual provisions
of the instrument.
Trade and other receivables
Trade receivables and other receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost
using the effective interest rate method, less any impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and balances with banks and similar institutions. Cash equivalents comprise bank deposits
and money market funds, which are readily convertible to known amounts of cash and have a maturity of three months or less and are
subject to an insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group’s
cash management are included as a component of cash and cash equivalents for the purpose of the Consolidated Cash Flow Statement.
Impairment of financial assets
The Group recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The ECLs on these financial assets are
estimated based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value
of money where appropriate. The carrying amount is reduced by the ECL through the use of a provision account. When a trade receivable is
considered uncollectible, it is written off against the provision account. Subsequent recoveries of amounts previously written off are credited
against the provision account. Changes in the carrying amount of the provision are recognised in the Consolidated Income Statement.
Financial liabilities and equity instruments issued by the Group
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity
instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Borrowings
Interest-bearing loans and overdrafts are recorded at the proceeds received, net of direct issue costs and stated at amortised cost using the
effective interest rate method. The amortised cost calculation is revised when necessary to reflect changes in the expected cash flows and the
expected life of the borrowings including the effects of the exercise of any prepayment, call or similar options. Any resulting adjustment to the
carrying amount of the borrowings is recognised as interest expense in the Income Statement.
Net debt
Net debt consists of cash and cash equivalents and includes bank overdrafts, borrowings, derivatives associated with debt instruments,
finance leases and other loan receivables where these are interest bearing and do not relate to deferred consideration arrangements.
Debt issue costs
Debt issue costs, including premia payable on settlement or redemption, are accounted for on an accrual basis in the Consolidated Income
Statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not
settled in the period in which they arise.
Trade and other payables
Trade payables and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective
interest rate method.
Other financial liabilities
Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at
amortised cost using the effective interest rate method, as set out above, with interest expense recognised on an effective yield basis.
Derivative financial instruments and hedge accounting
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The derivative
instruments utilised by the Group to hedge these exposures are interest rate swaps and cross currency swaps. The Group does not use
derivative contracts for speculative purposes. Where an effective hedge is in place against changes in the fair value of borrowings, the hedged
borrowings are adjusted for changes in fair value attributable to the risk being hedged with a corresponding income or expense included in
the Income Statement within finance costs. The offsetting gains or losses from remeasuring the fair value of the related derivatives are also
recognised in the Income Statement within finance costs.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair
value at each reporting date. The method of recognising the resulting gain or loss depends on whether the derivative is designated under
IFRS 9 as a hedging instrument and, if so, the nature of the item being hedged.
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The Group designates certain derivatives as either:
• Hedges of a change of fair value of recognised assets and liabilities or firm commitments (fair value hedge)
• Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge)
• Hedges of a net investment in a foreign operation (net investment hedge)
The Group designates and documents at the inception of the transaction the relationship between hedging instruments and hedged items,
as well as its risk management objectives and strategy for undertaking various hedging transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values
or cash flows of the hedged item.
The Group elects to exclude foreign currency basis from the designation of the financial instrument, applying the cost of hedging approach.
The amounts accumulated in the cost of hedging reserve is reclassified to profit or loss in line with the aligned hedged item.
Fair value hedge
Changes in the fair value of derivative financial instruments that are designated and qualify as fair value hedges are recorded in profit or loss
immediately, together with any changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. The change in
the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in the line of the
Consolidated Income Statement relating to the hedged item.
Cash flow hedge
Changes in fair value of derivative financial instruments that are designated, and effective, cash flow hedges of forecast transactions are
recognised in other comprehensive income. The cumulative amount recognised in other comprehensive income is reclassified into the
Consolidated Income Statement out of other comprehensive income in the same period when the hedged item is recognised in profit or loss.
Hedges of net investment in foreign operations
Hedges of net investment in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument
in relation to the effective portion of the hedge is recognised in other comprehensive income and accumulated in the foreign currency
translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement. Gains
and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign currency translation reserve
are reclassified to profit or loss when the hedged item is disposed of.
Discontinuation of hedge accounting
Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge
accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast
transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred
to the Consolidated Income Statement in the period.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months
and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
Further details of derivative financial instruments are disclosed in Notes 24 and 32.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle
the obligation at the reporting date, and are discounted to present value where the effect is material. Any difference between the amounts
previously recognised and the current estimates is recognised immediately in the Consolidated Income Statement.
Restructuring provisions are recognised when the Group has a detailed formal plan for the restructuring that has been communicated to the
affected parties or implementation has commenced.
Alternative performance measures
In addition to the statutory results, adjusted results are prepared for the Income Statement, including adjusted operating profit and adjusted
diluted earnings per share, as the Board considers these non-GAAP measures to be a useful and alternative way to measure the Group’s
performance in a way that is comparable to the prior year. See the glossary on page 235 for definitions of non-GAAP measures, which includes
adjusted measures shown in Notes 8 and 15.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Adoption of new and revised International Financial Reporting Standards (IFRSs)
Standards and interpretations adopted in the current year
The following new standards, amendments and interpretations have been adopted in the current year:
• IFRS 16 Leases
• Annual improvements to IFRS standards 2015-2017 cycle
• IAS 19 Plan Amendment, Curtailment or Settlement
• Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures
• IFRIC 23: Uncertainty over Income Tax Treatments
With the exception of IFRS 16, the adoption of these standards, amendments and interpretations has not led to any changes to the Group’s
accounting policies or had any other material impact on the financial position or performance of the Group. Other amendments to IFRSs
effective for the period ending 31 December 2019 have no impact on the Group.
IFRS 16 Leases
The Group adopted IFRS 16 on 1 January 2019 using the modified retrospective approach; see Note 38 for the impact of the new standard.
IFRS 16 Leases replaced the existing leasing standard, IAS 17 Leases. It treats all leases in a consistent way, eliminating the distinction between
operating and finance leases, and requires lessees to recognise all leases on the Balance Sheet, with some practical expedients. The most
significant effect of the new requirements is in the recognition of lease assets (right of use assets) and lease liabilities for leases previously
categorised as operating leases. The new standard also changes the nature of expenses related to those leases, replacing the straight line
operating lease expense with a depreciation charge for the right of use lease asset (included within operating costs) and an interest expense
on the lease liability (included within finance costs).
Impact of the new definition of a lease
There are several practical expedients and exemptions available under IFRS 16. The Group is using the practical expedient where, at the
adoption date, right of use lease assets are set to equal the lease liabilities. The Group has excluded leases of low value assets and short-term
leases, with a duration of less than 12 months, from the application of IFRS 16, with payments for these leases continuing to be expensed
directly to the Income Statement as operating leases. The major classes of leases impacted by the new standard are property leases.
The change in definition of a lease mainly relates to the concept of control. IFRS 16 determines whether a contract contains a lease based
on whether the customer has the right to control the use of an identified asset for a period of time in exchange for consideration. This is in
contrast to the focus on “risks and rewards” in IAS 17.
All property leases are assessed under IFRS 16. Other event venue-related leases are also assessed to determine if the lease should be
classified under IFRS 16; however, the majority of these leases are not classified under IFRS 16 due to the total cumulative lease terms
usually being classified as a short-term lease.
Impact on lessee accounting
IFRS 16 changes how the Group accounts for leases previously classified as operating leases under IAS 17, which were not previously
presented on the Balance Sheet.
For leases assessed as IFRS 16 applicable, the Group:
• Recognises right of use assets and lease liabilities in the Consolidated Balance Sheet, initially measured at the present value of the future
lease payments
• Recognises depreciation of right of use assets and interest on lease liabilities in profit or loss
• Separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within
financing activities) in the Consolidated Statement of Cash Flows
Lease incentives are recognised as part of the measurement of the right of use assets and lease liabilities whereas under IAS 17 they resulted
in the recognition of a lease incentive, amortised as a reduction of rental expenses generally on a straight line basis.
Under IFRS 16, right of use assets are tested for impairment in accordance with IAS 36.
Impact on lessor accounting
IFRS 16 does not change substantially how a lessor accounts for leases. Under IFRS 16, a lessor continues to classify leases as either finance
leases or operating leases and account for those two types of leases differently.
However, IFRS 16 has changed and expanded the disclosures required, in particular with regard to how a lessor manages the risks arising from
its residual interest in leased assets.
Under IFRS 16, an intermediate lessor accounts for the head lease and the sub-lease as two separate contracts. The intermediate lessor is
required to classify the sub-lease as a finance or operating lease by reference to the right of use asset arising from the head lease (and not
by reference to the underlying asset as was the case under IAS 17).
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 2. Significant accounting policies continued
Because of this change, the Group has reclassified certain of its sub-lease agreements as finance leases receivables on the Balance Sheet.
Judgements and estimates
IFRS 16 requires certain judgements and estimates to be made. The most significant of these relate to the discount rates used and the term
of the lease life; however, these are not considered a critical accounting judgement or key source of estimation uncertainty.
Discount rates are calculated on a lease by lease basis. For the majority of leases, the rate used is a portfolio rate, based on estimates of
incremental borrowing costs. The portfolio of rates depends on the territory of the relevant lease, hence the currency used, and the weighted
average lease term. As a result, reflecting the breadth of the Group’s lease portfolio, the transition approach adopted has required a level of
judgement in selecting the most appropriate discount rate. For a small number of leases, the standard permits the adoption of a portfolio
approach whereby a single group guarantee discount rate can be used for leases of a similar nature; therefore this practical expedient has
been used where appropriate.
IFRS 16 defines the lease term as the non-cancellable period of a lease together with the options to extend or terminate a lease, if the lessee
were reasonably certain to exercise that option. Where a lease includes the option for the Group to extend the lease term, the Group makes
a judgement as to whether it is reasonably certain that the option will be taken and an assumed expiry date is determined. Where there are
extension options on specific leases and the assumed expiry date is determined to have changed, the lease term is reassessed. This
reassessment of the remaining life of the lease could result in a recalculation of the lease liability and the right of use asset and potentially
result in a material adjustment to the associated balances of depreciation and finance lease interest.
Standards and interpretations in issue, but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these
financial statements were in issue but have not yet come into effect:
Effective from 1 January 2020:
• Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform
• Amendments to References to the Conceptual Framework in IFRS Standards
• Amendments to IAS 1 and IAS 8: Definition of Material
• Amendments to IFRS 3 Business Combinations (not yet endorsed)
The Directors anticipate that the adoption of planned standards and interpretations in future periods are not expected to have a material
impact on the financial statements of the Group.
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
Critical accounting judgements
In addition to the judgement taken by the Group in selecting and applying the accounting policies set out above, the Directors have made the
following judgements concerning the amounts recognised in the Consolidated Financial Statements.
Identification of cash generating units (Note 16)
For impairment testing purposes, judgement is used to allocate goodwill to the specific groups of CGUs that have benefited and are expected
to benefit from this goodwill. When there are changes in business structure, judgement is required to identify any changes to the CGU groups,
taking account of the lowest level of independent cash inflows being generated, amongst other factors.
Key sources of estimation uncertainty
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised.
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INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Contingent consideration (Notes 18 and 30)
When the consideration transferred by the Group in a business combination includes assets or liabilities from a contingent consideration
arrangement, it is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination.
The contingent consideration is based on future business valuations and profit multiples and has been estimated on an acquisition by
acquisition basis using available profit forecasts. The higher the profit forecast, the higher the fair value of any contingent consideration
(subject to any maximum payout clauses). Changes in fair value of the contingent consideration, outside of measurement period adjustments,
are recognised as adjusting items in the Income Statement.
Contingent consideration at 31 December 2019 was £18.7m, being the estimate of the probable payable amount, and the maximum possible
undiscounted amount is £138.6m. The maximum amount relates to a number of acquisitions payable in the period to 2021.
Measurement of retirement benefit obligations (Note 34)
The measurement of the retirement benefit obligation and surplus involves the use of a number of assumptions. The most significant of these
relate to the discount rate, the rate of increase in salaries and pension and mortality assumptions. The most significant scheme is the UBM
Pension Scheme (UBMPS). Note 34 details the principal assumptions which have been adopted following advice received from independent
actuaries and also provides sensitivity analysis with regard to changes to these assumptions.
4. Restatement
Following the finalisation of the accounting for the UBM acquisition under IFRS 3 Business Combinations, there was no restatement to the
Consolidated Income Statement for the year ended 31 December 2018 except for segmental results being restated to reflect the new
operating structure that was effective from 1 January 2019 (see Note 6 for restated segmental amounts).
The Consolidated Balance Sheet as at 31 December 2018 has been restated in relation to the UBM acquisition. One year on from the
acquisition of UBM, as is required, we have completed the finalisation of the fair value of the acquisition Balance Sheet, resulting in the
following true-ups and minor adjustments: an increase to goodwill of £99.8m, an adjustment of £67.0m to reflect the fair value of options
related to certain minority interests, a decrease of £18.2m to intangible assets, a decrease to translation reserves of £11.4m, a reduction to
trade and other receivables of £3.5m, a decrease to deferred tax liabilities of £0.6m and a decrease to property and equipment of £0.3m.
There was also a restatement for adjustments to the held for sale amounts for the Life Sciences business with corresponding adjustments to
other line items in the Balance Sheet, with no impact on total consolidated assets or liabilities. Assets classified as held for sale reduced by
£0.4m, and liabilities directly associated with assets classified as held for sale reduced by £2.2m, with net assets relating to held for sale
increasing by £1.8m to £65.2m.
175
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Previously
reported
£m
UBM
acquisition
finalisation
£m
Restatement
held for sale
£m
6,237.3
3,882.0
70.4
19.1
5.1
22.0
4.5
6.3
1.5
99.8
(18.2)
(0.3)
–
–
–
–
–
–
6.8
(9.4)
(0.4)
–
–
2.2
–
–
–
Restated
£m
6,343.9
3,854.4
69.7
19.1
5.1
24.2
4.5
6.3
1.5
10,248.2
81.3
(0.8)
10,328.7
50.9
402.7
15.9
168.8
79.5
717.8
10,966.0
(200.8)
(10.1)
(96.2)
(63.4)
(443.0)
(701.2)
(16.1)
(1,530.8)
(2,626.2)
(27.0)
(620.3)
(37.5)
(30.1)
(30.3)
(3.6)
(3,375.0)
(4,905.8)
6,060.2
–
(3.5)
–
–
–
(3.5)
77.8
–
–
–
–
–
–
–
–
–
(67.0)
0.6
–
–
–
–
(66.4)
(66.4)
11.4
–
1.2
–
–
(0.4)
0.8
–
–
–
–
–
(2.2)
–
2.2
–
–
–
–
–
–
–
–
–
–
–
50.9
400.4
15.9
168.8
79.1
715.1
11,043.8
(200.8)
(10.1)
(96.2)
(63.4)
(445.2)
(701.2)
(13.9)
(1,530.8)
(2,626.2)
(94.0)
(619.7)
(37.5)
(30.1)
(30.3)
(3.6)
(3,441.4)
(4,972.2)
6,071.6
4. Restatement continued
Consolidated Balance Sheet: as at 31 December 2018 – restatement
Non-current assets
Goodwill
Other intangible assets
Property and equipment
Investments in joint ventures and associates
Other investments
Deferred tax assets
Retirement benefit surplus
Other receivables
Derivative financial instruments
Current assets
Inventory
Trade and other receivables
Current tax asset
Cash at bank and on hand
Assets classified as held for sale
Total assets
Current liabilities
Borrowings
Derivative financial instruments
Current tax liabilities
Provisions
Trade and other payables
Deferred income
Liabilities directly associated with assets classified as held for sale
Non-current liabilities
Borrowings
Derivative financial instruments
Deferred tax liabilities
Retirement benefit obligation
Provisions
Trade and other payables
Deferred income
Total liabilities
Net assets
176
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued 5. Revenue
An analysis of the Group’s revenue by type is as follows; refer to accounting policy in Note 2 on revenue for an explanation of the nature
of revenue types, their timing and related expected cash flows and any uncertainties and significant payment terms.
Year ended 31 December 2019
Exhibitor
Subscriptions
Transactional sales
Attendee
Marketing and advertising services
Sponsorship
Total
Year ended 31 December 20181
Exhibitor
Subscriptions
Transactional sales
Attendee
Marketing and advertising services
Sponsorship
Total
Informa
Markets
£m
1,213.6
Informa
Connect
£m
53.6
–
–
71.2
91.5
73.9
1,450.2
Informa
Markets
£m
840.8
–
–
56.3
84.8
50.3
1,032.2
–
–
142.3
21.4
58.3
275.6
Informa
Connect
£m
42.7
–
–
133.3
43.0
58.5
277.5
Informa
Tech
£m
Informa
Intelligence
£m
Taylor &
Francis
£m
Total
£m
71.2
42.0
–
84.3
18.5
40.2
256.2
–
296.0
18.9
–
33.8
–
348.7
–
1,338.4
302.5
257.1
–
–
–
640.5
276.0
297.8
165.2
172.4
559.6
2,890.3
Informa
Tech
£m
Informa
Intelligence
£m
41.5
27.3
–
55.4
13.3
38.0
175.5
–
277.9
25.1
–
48.1
–
351.1
Taylor &
Francis
£m
–
282.3
250.9
–
–
–
Total
£m
925.0
587.5
276.0
245.0
189.2
146.8
533.2
2,369.5
1. 2018 restated for restructuring of Divisions and the alignment of UBM revenue types to Informa Group revenue types (see Note 4).
177
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
6. Business segments
The Group has identified reportable segments based on financial information used by the Directors in allocating resources and making
strategic decisions. We consider the chief operating decision maker to be the Executive Directors.
The Group’s five identified reportable segments under IFRS 8 Operating Segments are as described in the Strategic Report. There is no
difference between the Group’s operating segments and the Group’s reportable segments.
Segment revenue and results
The Group’s primary internal Income Statement performance measures for business segments are revenue and adjusted operating profit.
A reconciliation of adjusted operating profit to statutory operating profit and profit before tax is provided below:
Year ended 31 December 2019
Revenue
Adjusted operating profit before joint ventures and associates
Share of adjusted results of joint ventures and associates (Note 20)
Adjusted operating profit
Intangible asset amortisation1
Impairment – goodwill and intangibles
Impairment – right of use assets
Acquisition and integration costs (Note 8)
Restructuring and reorganisation costs (Note 8)
Subsequent remeasurement of contingent consideration (Note 8)
VAT charges (Note 8)
Operating profit
Loss on disposal of businesses (Note 21)
Investment income (Note 11)
Finance costs (Note 12)
Profit before tax
Informa
Markets
£m
1,450.2
Informa
Connect
£m
275.6
491.9
1.4
493.3
(197.6)
(4.7)
(1.4)
(39.3)
(3.0)
1.6
(1.8)
47.1
0.1
47.2
(17.9)
–
–
(4.6)
(0.2)
(1.7)
Informa
Tech
£m
Informa
Intelligence
£m
Taylor &
Francis
£m
256.2
70.4
–
70.4
(21.7)
–
–
(12.2)
(0.6)
–
348.7
104.1
–
104.1
(23.2)
–
(0.9)
(3.3)
(4.8)
(3.1)
559.6
218.1
–
218.1
(52.0)
–
(2.3)
(0.3)
–
–
247.1
22.8
35.9
68.8
163.5
Total
£m
2,890.3
931.6
1.5
933.1
(312.4)
(4.7)
(4.6)
(59.7)
(8.6)
(3.2)
(1.8)
538.1
(95.4)
10.1
(134.1)
318.7
Total
£m
2,369.5
731.1
1.0
732.1
(243.6)
(9.8)
(88.9)
(13.1)
0.1
(9.1)
(4.5)
Informa
Tech
£m
Informa
Intelligence
£m
Taylor &
Francis
£m
175.5
40.1
–
40.1
(16.4)
(4.1)
(9.3)
(0.2)
–
–
–
10.1
351.1
91.4
–
91.4
(24.3)
–
(2.9)
(4.5)
7.3
–
(0.3)
66.7
533.2
197.4
–
197.4
(52.7)
–
(0.7)
(6.7)
–
–
–
137.3
363.2
1.1
8.2
(90.4)
282.1
1. Excludes acquired intangible product development and software amortisation.
Year ended 31 December 2018 (restated)2
Revenue
Adjusted operating profit before joint ventures and associates
Share of adjusted results of joint ventures and associates (Note 20)
Adjusted operating profit
Intangible asset amortisation (Note 17)1
Impairment (Note 8)
Acquisition and integration costs (Note 8)
Restructuring and reorganisation costs (Note 8)
Subsequent remeasurement of contingent consideration (Note 8)
UAE VAT charge
GMP pension equalisation
Operating profit
Profit on disposal of businesses (Note 21)
Investment income (Note 11)
Finance costs (Note 12)
Profit before tax
1. Excludes acquired intangible product development and software amortisation.
2. 2018 restated for restructure of Group Divisions.
Informa
Markets
£m
1,032.2
Informa
Connect
£m
277.5
356.5
0.9
357.4
(131.3)
(5.7)
(72.8)
(0.9)
2.0
(9.1)
(4.0)
135.6
45.7
0.1
45.8
(18.9)
–
(3.2)
(0.8)
(9.2)
–
(0.2)
13.5
178
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2. Adjusted operating
results by operating segment is the measure reported to the Directors for the purpose of resource allocation and assessment of segment
performance. Finance costs and investment income are not allocated to segments, as this type of activity is driven by the central Treasury
function, which manages the cash positions of the Group.
Segment assets
Informa Markets
Informa Connect
Informa Tech
Informa Intelligence
Taylor & Francis
Total segment assets
Unallocated assets
Total assets
31 December
2019
£m
31 December
2018
(restated)1
£m
6,736.8
684.5
1,089.3
980.9
1,007.3
6,869.7
615.2
946.8
1,195.6
1,120.2
10,498.8
10,747.5
223.7
296.3
10,722.5
11,043.8
1. 2018 restated for restructure of Group Divisions and finalisation of UBM acquisition (see Note 4).
For the purpose of monitoring segment performance and allocating resources between segments, the Group monitors the non-current
tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments except for certain
centrally held balances and held for sale assets, including some intangible software assets relating to Group infrastructure, balances
receivable from businesses sold and taxation (current and deferred). Assets used jointly by reportable segments are allocated on the
basis of the revenues earned by individual reportable segments.
Geographic information
The Group’s revenue by location of customer and information about its segment assets by geographic location are detailed below:
UK
Continental Europe
North America
China
Rest of world
Revenue
Segment non-current assets1
2019
£m
203.2
338.7
1,357.8
405.4
585.2
2018
£m
182.2
297.8
1,135.5
317.2
436.8
2019
£m
2,493.8
1,042.1
4,391.9
1,862.4
194.6
2018
£m
2,548.5
1,128.3
4,494.3
1,899.2
228.2
2,890.3
2,369.5
9,984.8
10,298.5
1. Non-current amounts exclude financial instruments, deferred tax assets and retirement benefit surplus.
No individual customer contribute more than 10% of the Group’s revenue in either 2019 or 2018.
179
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
7. Operating profit
Operating profit has been arrived at after charging/(crediting):
Cost of sales
Staff costs (excluding adjusting items)
Amortisation of other intangible assets
Impairment – goodwill and intangibles
Impairment – IFRS 16 right of use assets
Depreciation – Plant and equipment
Depreciation – IFRS 16 right of use assets
Acquisition-related costs
Integration-related costs1
Restructuring and reorganisation costs
Subsequent remeasurement of contingent consideration
Operating lease expense
– Land and buildings
– Other
VAT charges
GMP equalisation
Net foreign exchange (gain)/loss
Auditor’s remuneration for audit services
Other operating expenses
Total net operating expenses
before joint ventures and associates
Adjusted
results
2019
£m
Adjusting
items
2019
£m
Statutory
results
2019
£m
Adjusted
results
2018
£m
Adjusting
items
2018
£m
Notes
9
17
8
8
19
38
8
8
8
8
38
8
8
981.3
692.8
41.9
–
–
17.2
33.1
–
–
–
–
–
–
–
–
(9.3)
3.4
198.3
–
–
312.4
4.7
4.6
–
–
3.3
56.4
8.6
3.2
–
–
1.8
–
–
–
–
981.3
692.8
354.3
4.7
4.6
17.2
33.1
3.3
56.4
8.6
3.2
–
–
1.8
–
(9.3)
3.4
780.8
596.8
42.5
–
–
13.1
–
–
–
–
–
35.0
1.0
–
–
7.6
3.2
198.3
158.4
–
–
243.6
9.8
–
–
–
42.9
46.0
13.1
(0.1)
–
–
9.1
4.5
–
–
–
Statutory
results
2018
£m
780.8
596.8
286.1
9.8
–
13.1
–
42.9
46.0
13.1
(0.1)
35.0
1.0
9.1
4.5
7.6
3.2
158.4
1,958.7
395.0
2,353.7
1,638.4
368.9
2,007.3
1.
Integration costs include £nil (2018: £3.8m) of impairment of other intangible assets.
Amounts payable to the auditor, Deloitte LLP, and its associates by the Company and its subsidiary undertakings are provided below:
Fees payable to the Company’s auditor for the audit of the Company’s annual financial statements
Fees payable to the Company’s auditor and its associates for other services to the Group:
Audit of the Company’s subsidiaries
Total audit fees
Fees payable to the Company’s auditor for non-audit services comprises:
Transaction support services
Half-year review
Other services
Total non-audit fees
2019
£m
2.5
0.9
3.4
–
0.2
0.1
0.3
2018
£m
2.4
0.8
3.2
2.6
0.2
–
2.8
Fees payable to Deloitte LLP and its associates for non-audit services to the Company are included in the consolidated disclosures above.
The Audit Committee approves all non-audit services within the Company’s policy. The Committee considers that certain non-audit services
should be provided by the external auditor, because its existing knowledge of the business makes this the most efficient and effective way for
those non-audit services to be carried out, and does not consider the provision of such services to impact the independence of the external
auditor. In 2019 the non-audit fees paid to Deloitte totalled £0.3m (2018: £2.8m), which represented 9% (2018: 88%) of the 2019 audit fee.
£0.2m of the £0.3m non-audit fees in 2019 related to the half-year review. In the prior year, £2.6m of the £2.8m non-audit fees related to the
UBM acquisition reporting accountant services.
A description of the work of the Audit Committee is set out in the Corporate Governance Statement on page 126 and includes an explanation
of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditor. No services were provided
under contingent fee arrangements.
180
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
8. Adjusting items
The Board considers certain items should be recognised as adjusting items (see glossary on page 235) since, due to their nature or
infrequency, such presentation is relevant to an understanding of the Group’s performance. These items do not relate to the Group’s
underlying trading and are adjusted from the Group’s adjusted operating profit measure. The following charges/(credits) are presented
as adjusting items:
Intangible amortisation and impairment
Intangible asset amortisation
Impairment – acquisition-related intangible assets
Impairment – acquisition-related goodwill
Impairment – right of use assets
Acquisition costs
Integration costs
Restructuring and reorganisation costs
Redundancy and reorganisation costs
Vacant property costs relating to non-IFRS 16 leases
Subsequent remeasurement of contingent consideration
VAT charges
GMP equalisation charge
Adjusting items in operating profit
Loss/(profit) on disposal of subsidiaries and operations
Investment income
Finance costs
Adjusting items in profit before tax
Tax related to adjusting items
Adjusting items in profit for the year
Notes
17
17
16
38
21
11
12
13
2019
£m
312.4
3.8
0.9
4.6
3.3
56.4
6.4
2.2
3.2
1.8
–
395.0
95.4
(1.2)
13.5
502.7
(83.5)
419.2
2018
£m
243.6
9.8
–
–
42.9
46.0
8.1
5.0
(0.1)
9.1
4.5
368.9
(1.1)
(1.2)
1.0
367.6
(55.7)
311.9
The principal adjusting items are in respect of the following:
• Intangible asset amortisation – the amortisation charges in respect of intangible assets acquired through business combinations or the
acquisition of trade and assets
• Impairment – the Group tests for impairment on an annual basis or more frequently when an indicator exists. Impairment charges are
separately disclosed and are excluded from adjusted results
• Acquisition costs are the costs and fees incurred by the Group in acquiring businesses and totalled £3.3m; including £2.1m relating to the
IHS Markit Database and Research portfolio acquisition
• Integration costs are the costs incurred by the Group in integrating share and asset acquisitions and included £42.4m relating to the
integration of UBM
• Restructuring and reorganisation costs are incurred by the Group in business restructuring and operating model changes
• Subsequent remeasurement of contingent consideration is recognised in the year as a charge or credit to the Consolidated Income
Statement unless qualifying as a measurement period adjustment arising within one year from the acquisition date
• VAT charges of £1.8m in 2019 relate to provision for VAT penalties in Egypt (£1.0m) and the UAE (£0.8m). The 2018 amount relates to a VAT
penalty assessment in the UAE which the Group is disputing
• The 2018 GMP equalisation charge relates to the additional pension liability arising in the UK from the requirement to equalise the
guaranteed element of pensions as described in Note 34
• Loss on disposal of subsidiaries and operations – the loss on disposal primarily relates to the £120.6m loss from the disposal of the Media
assets portfolio and a £13.3m loss on Lifestyle assets, partially offset by gains recognised from the disposal of the Agribusiness and Life
Sciences portfolios; see Note 21 for further details
• Investment income for 2019 was £1.2m (2018 £1.2m), which reflects the fair value movement on an acquisition put option
• Finance costs of £13.5m primarily relate to the one-off refinancing costs associated with the issue of the EMTN in October 2019
• The tax items relate to the tax effect on the items above and adjusting tax items which are analysed in Note 13
181
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
9. Staff numbers and costs
The monthly average number of persons employed by the Group (including Directors) during the year, analysed by segment, was as follows:
Number of employees
Informa Markets
Informa Connect
Informa Tech
Informa Intelligence
Taylor & Francis
Total
1. 2018 restated for restructure of Group Divisions (Note 6).
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
Pension costs associated with staff charged to adjusted operating profit (Note 34)
Share-based payments (Note 10)
Staff costs (excluding adjusting items)
Redundancy costs
GMP equalisation charge (Note 34)
2019
5,042
1,200
921
1,841
2,170
11,174
2019
£m
605.6
54.6
21.8
10.8
692.8
5.7
–
2018
3,558
1,064
766
2,288
2,156
9,832
2018
£m
526.2
46.2
15.3
9.1
596.8
7.3
4.5
698.5
608.6
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the
categories specified in IAS 24 Related Party Disclosures (Note 39). Further information about the remuneration of individual Directors is
provided in the audited part of the Remuneration Report on pages 131 to 143.
Short-term employee benefits
Post-employment benefits
Share-based payments
2019
£m
3.9
0.3
2.0
6.2
2018
£m
4.1
0.3
2.0
6.4
182
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
10. Share-based payments
The Group recognised total expenses of £10.8m (2018: £9.1m) relating to share-based payment transactions in the year ended 31 December 2019
with £9.4m (2018: £7.1m) relating to equity-settled LTIPs, £1.0m (2018: £1.0m) relating to equity-settled ShareMatch and £0.4m (2018: £1.0m)
relating to Employee Share Purchase Plan (ESPP) awards.
Long-Term Incentive Plan
The Group’s Long-Term Incentive Plan (LTIP) awards nil-cost options, which have a grant price used in the valuation of the awards equal to the
closing share price from the day prior to the grant date. LTIP awards are conditional share awards with specific performance conditions. The
performance period is three years starting with the year in which the grant is made. To the extent that they are met or satisfied then awards
will be exercisable following the end of the relevant performance period. LTIP allocations are equity-settled and will lapse if the colleague
leaves the Group before an LTIP grant is exercisable, unless the employee meets certain eligibility criteria.
There are two performance conditions with regard to awards granted to Executive Directors. Firstly, relative total shareholder return (TSR)
versus the FTSE 51–150 peer group (excluding financial services and commodities), and secondly, achieving the compound annual growth rate
(CAGR) in adjusted earnings per share (EPS). The performance condition for LTIP awards to Senior Managers is with regard to achieving an EPS
target. There were AIP LTIP awards granted in 2018 and 2019 to Executive Directors and certain Senior Managers where the performance
conditions were cost synergies and the post-tax return on invested capital was in line with, or ahead of, the Group’s weighted average cost
of capital (WACC).
The movement during the year is as follows:
Outstanding at 1 January
LTIPs granted in the year
LTIPs exercised in the year
LTIPs lapsed and performance adjustment in the year
Outstanding at 31 December
2019
Number of
options
2018
Number of
options
5,072,890
2,931,757
2,042,374
2,354,031
(1,370,098)
(161,878)
(244,643)
(51,020)
5,500,523
5,072,890
Exercisable awards included in outstanding number of options at 31 December
914,402
1,182,939
The TSR award components of the LTIPs are valued using a Monte Carlo simulation model. The inputs into the Monte Carlo simulation model
for the LTIP performance conditions are as follows:
Grant date
17 March 2016
15 March 2017
22 March 2018
21 March 2019
Vesting date
16 March 2019
14 March 2020
21 March 2021
20 March 2022
Share price at
grant date1
Expected
volatility
Expected life
(years)
Risk-free
rate
£6.37
£6.52
£7.19
£7.46
20.4%
20.0%
19.1%
18.6%
3
3
3
3
0.6%
0.1%
0.9%
0.7%
1. Share price at grant of 17 March 2016 award restated for bonus element of 2016 rights issue.
In order to satisfy outstanding share awards granted under the LTIP, the share capital would need to be increased at 31 December 2019 by
4,541,535 shares (2018: 4,508,800 shares) taking account of the 958,988 (2018: 564,091) shares held in the Employee Share Trust (Note 36).
The Company will satisfy the awards either through the issue of additional share capital or the purchase of shares as needed on the open
market. The weighted average share price during the year was £7.80 (2018: £7.40).
Expected volatility was determined by calculating the historical volatility of the Group’s share price over one, two and three years back
from the date of grant. The expected life used in the model has been adjusted, based on the Group’s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
183
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
10. Share-based payments continued
ShareMatch (Share Incentive Plan)
In June 2014, the Company launched ShareMatch, a global Share Incentive Plan (tax qualifying in the UK), under which eligible colleagues can
invest up to the limit of £1,800 per annum in the Company’s shares. The scheme includes a matching element, whereby for every one share
purchased by the colleague, the Company will award the participant one matching share. Matching shares are subject to forfeiture if the
purchased shares are withdrawn from the scheme within three years of purchase or if the colleague leaves the Group, unless the reason
for leaving is due to restructuring or retirement. In addition, both the purchased and matching shares are eligible to receive any dividends
payable by the Company, which are reinvested in more shares. Employee subscriptions can be made on a monthly or one-off lump sum
basis and matching shares are purchased on a monthly basis, through a UK Trust. Further details are set out in the remuneration section
of the financial statements.
Outstanding at 1 January
Purchased in the year
Transferred to participants in the year
Outstanding at 31 December
11. Investment income
Interest income on bank deposits
Interest income finance lessor lease
Fair value gain on financial instruments through the Income Statement
Investment income before adjusting items
Adjusting item: fair value gain on derivatives associated with EMTN borrowings
Adjusting item: fair value gain on acquisition put options
Total investment income
12. Finance costs
Interest expense on borrowings and loans1
Interest on IFRS 16 leases
Interest cost on pension scheme net liabilities
Total interest expense
Fair value loss on financial instruments through the Income Statement
Financing costs before adjusting items
Adjusting item: financing expense associated with UBM plc acquisition2
Adjusting item: financing expense associated with 2019 EMTN3
Total financing expense
2019
ShareMatch
Number of
share awards
2018
ShareMatch
Number of
share awards
411,812
88,933
(25,867)
474,878
273,560
178,148
(39,896)
411,812
2019
£m
4.7
0.8
3.4
8.9
–
1.2
10.1
2019
£m
105.5
14.3
1.4
121.2
(0.6)
120.6
–
13.5
134.1
2018
£m
3.8
–
3.2
7.0
1.2
–
8.2
2018
£m
87.6
–
1.1
88.7
0.7
89.4
1.0
–
90.4
Notes
38
34
1.
Included in interest expense above is the amortisation of debt issue costs of £5.1m (2018: £2.5m).
2.
The adjusting item for finance costs in 2018 relates to a £1.0m charge related to the amortisation of fees associated with the UBM plc revolving credit facility that was
repaid in June 2018.
3.
The adjusting item for finance costs in 2019 relates to the finance fees associated with early refinancing debt associated with the EMTN issued in October 2019.
184
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
13. Taxation
The tax charge/(credit) comprises:
Current tax:
UK
Continental Europe
US
China
Rest of world
Total current tax
Deferred tax:
Current year
Credit arising from tax rate changes
Total deferred tax
Total tax charge on profit on ordinary activities
The tax on adjusting items within the Consolidated Income Statement relates to the following:
Intangible assets amortisation
Benefit of goodwill amortisation for tax purposes only
Deferred tax recognised on fair value adjustments
Impairment of intangibles and goodwill
Impairment of right of use assets
Acquisition and integration-related costs
Restructuring and reorganisation costs
Subsequent remeasurement of contingent consideration
VAT charges
GMP equalisation charge
(Loss)/profit on disposal of subsidiaries and operations
Investment income
Finance costs
Total tax adjusting items
Notes
8
8
8
8
8
8
8
8
21
8
8
Gross
2019
£m
(312.4)
–
–
(4.7)
(4.6)
(59.7)
(8.6)
(3.2)
(1.8)
–
(95.4)
1.2
(13.5)
(502.7)
Tax
2019
£m
92.1
(23.0)
16.5
1.0
0.9
11.4
1.8
0.7
–
–
(20.4)
–
2.5
83.5
2019
£m
21.6
23.2
12.0
29.6
22.6
109.0
(19.5)
(16.9)
(36.4)
72.6
Gross
2018
£m
(243.6)
–
–
(9.8)
–
(88.9)
(13.1)
0.1
(9.1)
(4.5)
1.1
1.2
(1.0)
(367.6)
2018
£m
40.5
13.4
(7.9)
26.2
9.3
81.5
(21.0)
–
(21.0)
60.5
Tax
2018
£m
55.2
(15.1)
–
2.1
–
9.6
2.9
–
–
0.8
–
–
0.2
55.7
The current and deferred tax are calculated on the estimated assessable profit for the year. Taxation is calculated in each jurisdiction based on
the prevailing rates of that jurisdiction.
185
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 13. Taxation continued
The total tax charge for the year can be reconciled to the accounting profit as follows:
Profit before tax
Tax charge at effective UK statutory rate of 19.0% (2018: 19.0%)
Different tax rates on overseas profits
Disposal related items
Non-deductible expenditure
Non-taxable income
Benefits from financing structures
Tax incentives
Adjustments for prior years
Net movement in provisions for uncertain tax positions
Impact of changes in tax rates
Deferred tax recognised on fair value adjustments
Movements in deferred tax not recognised
Tax charge and effective rate for the year
2019
2018
£m
318.7
60.6
22.8
36.9
10.9
(6.2)
(6.1)
(1.9)
(6.9)
(4.3)
(16.9)
(16.5)
0.2
72.6
%
19.0
7.1
11.6
3.4
(1.9)
(1.9)
(0.6)
(2.2)
(1.3)
(5.3)
(5.2)
0.1
22.8
£m
282.1
53.6
9.4
(0.2)
20.6
(6.6)
(4.7)
(1.7)
(6.1)
(5.6)
–
–
1.8
60.5
%
19.0
3.3
(0.1)
7.4
(2.3)
(1.7)
(0.6)
(2.2)
(2.0)
–
–
0.6
21.4
In addition to the income tax charge to the Consolidated Income Statement, a tax credit of £0.7m (2018: credit of £1.3m) has been recognised
directly in the Consolidated Statement of Comprehensive Income during the year.
Current tax liabilities include £53.1m (2018: £57.4m) in respect of provisions for uncertain tax positions. In 2017 the European Commission
announced that it would be opening a State Aid investigation into the UK’s Controlled Foreign Company regime and in particular the
exemption for group finance companies. Like many UK-based multinational companies, the Group has made claims in relation to this
exemption and will potentially have an additional tax liability if a negative State Aid decision is upheld. The maximum amount that could
become payable by the Group in relation to this matter is £37.2m. As part of the acquisition accounting relating to contingent liabilities, an
amount of £8.0m has been provided in relation to UBM companies. We do not currently believe it is probable that we will ultimately have
to make a payment in respect of this issue and therefore have not provided for any additional liabilities.
14. Dividends
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2018
Interim dividend for the year ended 31 December 2019
Final dividend for the year ended 31 December 2017
Interim dividend for the year ended 31 December 2018
2019
Pence per
share
14.85p
7.55p
–
–
2019
£m
185.8
94.5
–
–
22.40p
280.3
2018
Pence per
share
–
–
13.80p
7.05p
20.85p
2018
£m
–
–
113.6
88.2
201.8
Proposed final dividend for the year ended 31 December 2019 and actual dividend for the year ended
31 December 2018
15.95p
199.5
14.85p
185.8
As at 31 December 2019, £0.4m (2018: £0.1m) of dividends were still to be paid, and total dividend payments in the year were £280.0m
(2018: £201.9m). The proposed final dividend for the year ended 31 December 2019 of 15.95p (2018: 14.85p) per share is subject to approval
by Shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The payment of this
dividend will not have any tax consequences for the Group.
In the year ended 31 December 2019 there were dividend payments of £17.5m (2018: £8.6m) to non-controlling interests.
186
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
15. Earnings per share
Basic
The basic earnings per share calculation is based on profit attributable to equity shareholders of the parent of £225.5m (2018: £207.9m).
This profit on ordinary activities after taxation is divided by the weighted average number of shares in issue (less those shares held by the
Employee Share Trust and ShareMatch), which is 1,250,660,231 (2018: 1,052,752,894).
Diluted
The diluted earnings per share calculation is based on the basic EPS calculation above except that the weighted average number of shares
includes all potentially dilutive options granted by the reporting date as if those options had been exercised on the first day of the accounting
period or the date of the grant, if later, giving a weighted average of 1,255,739,205 (2018: 1,057,236,186).
The table below sets out the adjustment in respect of dilutive potential Ordinary Shares:
Weighted average number of shares used in basic earnings per share
Potentially dilutive Ordinary Shares
Weighted average number of shares used in diluted earnings per share
2019
2018
1,250,660,231
1,052,752,894
5,078,974
4,483,292
1,255,739,205
1,057,236,186
Earnings per share
In addition to basic EPS, adjusted diluted EPS has been calculated to provide useful additional information on underlying earnings
performance. Adjusted diluted EPS is based on profit attributable to equity shareholders which has been adjusted to exclude items
that, in the opinion of the Directors, would distort underlying results with the items detailed in Note 8.
Earnings per share
Profit for the year
Non-controlling interests
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p)
Effect of dilutive potential Ordinary Shares
Earnings for the purpose of statutory diluted EPS/statutory diluted EPS (p)
Adjusted earnings per share
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p)
Adjusting items (Note 8):
Intangible amortisation and impairment
Acquisition and integration costs
Restructuring and reorganisation costs
Subsequent remeasurement of contingent consideration
VAT charges
GMP pension equalisation
Loss/(profit) on disposal of subsidiaries and operations
Investment income
Finance costs
Tax related to adjusting items
Earnings for the purpose of adjusted basic EPS/adjusted basic EPS (p)
Effect of dilutive potential Ordinary Shares (p)
Earnings for the purpose of adjusted diluted EPS/adjusted diluted EPS (p)
Earnings
2019
£m
246.1
(20.6)
225.5
–
225.5
Earnings
2019
£m
225.5
321.7
59.7
8.6
3.2
1.8
–
95.4
(1.2)
13.5
(83.5)
644.7
–
644.7
Per share
amount
2019
Pence
18.0
–
18.0
Per share
amount
2019
Pence
18.0
25.7
4.8
0.7
0.2
0.1
–
7.6
(0.1)
1.1
(6.6)
51.5
(0.2)
51.3
Earnings
2018
£m
221.6
(13.7)
207.9
–
207.9
Earnings
2018
£m
207.9
253.4
88.9
13.1
(0.1)
9.1
4.5
(1.1)
(1.2)
1.0
(55.7)
519.8
–
519.8
Per share
amount
2018
Pence
19.7
–
19.7
Per share
amount
2018
Pence
19.7
24.1
8.4
1.3
–
0.9
0.4
(0.1)
(0.1)
0.1
(5.3)
49.4
(0.2)
49.2
187
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
16. Goodwill
Cost
At 1 January 2018
Additions in the year1
Disposals
Transfer to held for sale
Exchange differences
At 1 January 20191
Additions in the year (Note 18)
Disposals
Exchange differences
At 31 December 2019
Accumulated impairment losses
At 1 January 2018
Disposals
Exchange differences
At 1 January 2019
Disposals
Impairment loss for the year
Exchange differences
At 31 December 2019
Carrying amount
At 31 December 2019
At 31 December 2018
£m
2,732.3
3,599.0
(2.2)
(24.6)
160.4
6,464.9
127.0
(149.7)
(182.4)
6,259.8
(124.1)
1.2
1.9
(121.0)
1.1
(0.9)
4.1
(116.7)
6,143.1
6,343.9
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
Impairment review
As goodwill is not amortised, it is tested for impairment at least annually, or more frequently if there are indicators of impairment. The annual
impairment review was performed on 31 December 2019. The testing involved comparing the carrying value of assets in each cash generating
unit (CGU) at the segment level with value in use calculations or assessments of fair value less costs to sell, derived from the latest Group cash
flow projections.
The Group tests for impairment of goodwill at the business segment level (see Note 6 for business segments) representing an aggregation of
CGUs reflecting the level at which goodwill is monitored. Intangible assets are tested for impairment at the individual CGU level. The impairment
testing of goodwill involved testing for impairment at a segment level by aggregating the carrying value of assets across CGUs in each Division
and at the segment level and comparing this to value in use calculations derived from the latest Group cash flow projections.
There were five groups of CGUs for goodwill impairment testing and these were identical to the business segment reporting in 2019 detailed
in Note 6 (2018: five CGU groups). The carrying amount of goodwill recorded in the CGU groups is set out below:
CGU groups
Informa Markets
Informa Connect
Informa Tech
Informa Intelligence
Taylor & Francis
2019
Number of
CGUs
2018
Number of
CGUs
2019
£m
2018
£m
8
5
1
4
1
19
11
3,847.3
3,960.1
4
1
6
1
436.7
677.7
648.0
533.4
471.1
599.5
771.8
541.4
23
6,143.1
6,343.9
The recoverable amount for CGU groups has been determined on a value in use basis. The key assumptions are those regarding the revenue
and operating profit growth rates together with the long-term growth rate and the discount rate applied to the forecast cash flows.
188
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
Estimated future cash flows are determined by reference to the budget for the year following the balance sheet date and forecasts for the
following two years, after which a long-term perpetuity growth rate is applied. The most recent financial budget approved by the Board of
Directors has been prepared after considering the current economic environment in each of our markets. These projections represent the
Directors’ best estimate of the future performance of these businesses.
Key assumptions and headroom
Informa Markets
Informa Connect
Informa Tech
Informa Intelligence
Taylor & Francis
Headroom on
CGU groups
Long-term market growth rates
Pre-tax discount rates
2019
£m
2,738
285
140
417
2,392
2019
2.2%
1.7%
1.9%
1.7%
1.6%
2018
2.4%
2.4%
2.1%
2.1%
2.2%
2019
9.3%
9.6%
10.9%
10.2%
8.9%
2018
10.5%
10.4%
9.3%
10.1%
9.6%
The pre-tax discount rates used in the value in use calculations reflect the Group’s assessment of the current market and other risks specific to
the CGUs. Long-term growth rates are applied after the forecast period. Long-term growth rates are based on external reports on long-term
GDP growth rates for the main geographic markets in which each CGU operates (2018 used long-term CPI inflation rates to estimate long-term
growth rates) and therefore do not exceed the long-term average growth prospects for the individual markets. The headroom shown above
represents the excess of the recoverable amount over the carrying value.
The Group has undertaken a sensitivity analysis based on changes to key assumptions considered to be reasonably possible by management.
These sensitivities of revenue growth rate and operating profit growth rate have been considered as to whether they are reasonably possible
to either erode headroom or give risk of material adjustment to carrying values, across CGU groups. Results for both goodwill and intangibles
testing showed that no Division or CGU was at risk of impairment when applying these reasonably possible sensitivity scenarios.
There were no impairments of goodwill or intangible assets at segment or CGU level; however, there was an impairment of a business in China
which was sold in January 2019. The impairment consisted of £0.9m of goodwill and £3.8m of intangibles.
189
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 17. Other intangible assets
Cost
At 1 January 2018
Arising on acquisition of subsidiaries and operations2
Additions1
Disposals
Transfer to held for sale2
Exchange differences
At 1 January 2019
Arising on acquisition of subsidiaries and operations
Additions1
Disposals
Exchange differences
At 31 December 2019
Amortisation
At 1 January 2018
Charge for the year
Impairment losses
Disposals
Transfer to held for sale
Exchange differences
At 1 January 2019
Charge for the year
Impairment losses
Disposals
Exchange differences
At 31 December 2019
Carrying amount
At 31 December 2019
At 31 December 20182
Database and
intellectual
property,
brand and
customer
relationships
£m
Exhibitions
and
conferences,
brand and
customer
relationships2
£m
Publishing
book lists and
journal titles
£m
Sub-total2
£m
Intangible
software
assets
£m
Product
development1
£m
1,338.9
2,270.7
2,774.80
2,331.9
14.7
(6.8)
(35.5)
70.6
16.7
(6.8)
(35.5)
156.1
3,652.6
5,207.2
4.8
62.0
(20.1)
(93.5)
3,605.8
(352.6)
(138.0)
(9.8)
3.9
1.2
(11.3)
(506.6)
(199.5)
(3.8)
14.8
18.7
45.1
62.4
(136.9)
(145.6)
5032.2
(1,227.9)
(243.6)
(9.8)
3.9
1.2
(49.0)
(1,525.2)
(312.4)
(3.8)
48.5
43.9
196.8
21.2
31.4
(1.3)
–
4.4
252.5
–
25.3
(16.8)
(3.0)
258.0
(80.8)
(27.8)
–
2.1
–
(3.0)
(109.5)
(30.6)
–
5.1
6.7
868.4
–
1.2
–
–
27.1
896.7
–
0.4
–
(16.4)
880.7
537.5
61.2
0.8
–
–
58.4
657.9
40.3
–
(116.8)
(35.7)
545.7
(426.6)
(52.7)
(448.7)
(52.9)
–
–
–
(22.6)
(524.2)
(61.1)
–
33.7
15.2
–
–
–
(15.1)
(494.4)
(51.8)
–
–
10.0
(536.2)
344.5
402.3
(536.4)
(676.4)
(1,749.0)
(128.3)
9.3
133.7
2,929.4
3,146.0
3,283.2
3,682.0
129.7
143.0
Total2
£m
3,005.1
2,353.1
54.3
(8.6)
(35.5)
162.5
5,530.9
45.1
94.7
(165.0)
(149.9)
5,355.8
(1,331.3)
(286.1)
(13.6)
6.5
1.2
(53.2)
(1,676.5)
(354.3)
(3.8)
64.4
51.8
(1,918.4)
3,437.4
3,854.4
63.5
–
6.2
(0.5)
–
2.0
71.2
–
7.0
(11.3)
(1.3)
65.6
(22.6)
(14.7)
(3.8)
0.5
–
(1.2)
(41.8)
(11.3)
–
10.8
1.2
(41.1)
24.5
29.4
1.
Additions includes business asset additions and product development. Of the £94.7m total additions, the Consolidated Cash Flow Statement shows £91.7m for these
items with £25.3m for intangible software assets, £7.0m for product development and £59.4m for titles, brands and customer relationships.
2. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
Intangible software assets include a gross carrying amount of £223.0m (2018: £208.4m) and accumulated amortisation of £114.0m (2018:
£95.7m) which relates to software that has been internally generated. The Group does not have any of its intangible assets pledged as security
over bank loans.
There was a £3.8m impairment charge to intangibles assets arising on acquisition of businesses related to the impairment of the carrying
value of a business in China in the Informa Markets Division that was disposed of in January 2020.
190
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
18. Business combinations
Cash paid on acquisition net of cash acquired
Current period acquisitions
IHS Markit Database and Research portfolio
Other
Prior period acquisitions
2018 acquisitions
UBM plc
ICON Advisory Group, Ltd
Other
2010-2017 acquisitions:
Other
Penton
Total prior period acquisitions
Total cash paid in year net of cash acquired
Segment
Informa Tech
Informa Markets
Informa Intelligence
2019
£m
123.3
19.2
142.5
–
–
2.7
22.5
–
25.2
167.7
2018
£m
–
–
–
509.3
42.7
10.3
14.4
16.9
593.6
593.6
Acquisitions
To determine the value of separately identifiable intangible assets on a business combination, and deferred tax on these intangibles, the
Group is required to make estimates when utilising valuation methodologies. These methodologies include the use of discounted cash flows,
revenue forecasts and the estimates for the useful economic lives of intangible assets.
There are estimates involved in assessing what amounts are recognised as the estimated fair value of assets and liabilities acquired through
business combinations, particularly the amounts attributed to separate intangible assets such as titles, brands, acquired customer lists and
associated customer relationships. These estimates impact the amount of goodwill recognised on acquisitions. Any provisional amounts are
subsequently finalised within the 12-month measurement period, as permitted by IFRS 3. The Group has built considerable knowledge of
these valuation techniques, and for major acquisitions, defined as when consideration is £75m or above, the Group also considers the
advice of third party independent valuers to identify and support the valuation of intangible assets arising on acquisition.
191
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 18. Business combinations continued
The provisional amounts recognised in respect of the estimated fair value of identifiable assets and liabilities for 2019, acquisitions and
payments made in 2019 relating to prior year acquisitions were:
IHS Markit
Database
and Research
portfolio
£m
Other
acquisitions
£m
Prior year
acquisitions
and deferred
consideration
£m
29.6
–
1.2
10.0
–
(0.1)
(4.9)
(17.7)
(1.2)
(1.2)
(2.0)
13.7
109.6
123.3
123.3
–
123.3
123.3
–
–
123.3
15.5
0.2
–
1.4
1.9
–
(0.9)
(4.5)
–
–
(6.9)
6.7
17.4
24.1
17.5
6.6
24.1
17.5
3.6
(1.9)
19.2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25.2
25.2
–
25.2
–
25.2
Total
£m
45.1
0.2
1.2
11.4
1.9
(0.1)
(5.8)
(22.2)
(1.2)
(1.2)
(8.9)
20.4
127.0
147.4
140.8
31.8
172.6
140.8
28.8
(1.9)
167.7
Intangibles
Property and equipment
IFRS 16 right of use assets
Trade and other receivables
Cash and cash equivalents
Current tax liabilities
Trade and other payables
Deferred income
Provisions
Finance lease liabilities
Deferred tax liabilities
Identifiable net assets acquired
Goodwill
Total consideration
Satisfied by:
Cash consideration
Deferred and contingent cash consideration
Total consideration
Net cash outflow arising on acquisitions:
Initial cash consideration
Deferred and contingent consideration paid
Less: cash acquired
Net cash outflow arising on acquisitions
192
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued IHS Markit Database and Research portfolio (TMT) acquisition
On 1 August 2019 the Group acquired business and assets of the TMT Research and Intelligence portfolio from IHS Markit. TMT is a data and
research business and forms part of the Informa Tech Division. Cash consideration, including estimated working capital, was £123.3m. Final
consideration is subject to the finalisation of working capital amounts. The provisional fair value of the identifiable assets acquired and
liabilities assumed at the acquisition date are shown below:
Intangible assets
IFRS 16 right of use assets
Property and equipment
Trade and other receivables
Trade and other payables
Deferred income
Finance lease liabilities
Provisions
Deferred tax liability
Current tax liability
Identifiable net (liabilities)/assets acquired
Provisional goodwill
Total
Consideration
Cash
Total consideration
Book
value
£m
Provisional
fair value
adjustments
£m
Provisional
fair value
£m
–
–
0.1
10.5
(2.6)
(17.7)
–
–
–
–
(9.7)
–
(9.7)
29.6
1.2
(0.1)
(0.5)
(2.3)
–
(1.2)
(1.2)
(2.0)
(0.1)
23.4
109.6
133.0
29.6
1.2
–
10.0
(4.9)
(17.7)
(1.2)
(1.2)
(2.0)
(0.1)
13.7
109.6
123.3
123.3
123.3
The provisional goodwill of £109.6m arising from the acquisition has initially been identified as relating to the following factors:
• Enhancing the Group's capabilities to provide specialist research and data to customers
• Providing additional strength to the Group in key sub-sectors of the TMT market, most notably in Information Technology, Communications
Technology, Security Technology and Emerging Transformational Technology
• Extending and enhancing the Group’s international reach through TMT Research and Informa Intelligence's strong presence
in North America
£51.6m of this goodwill is expected to be deductible for tax purposes.
Acquisition costs charged to operating profit (included in adjusted items in the Consolidated Income Statement) amounted to £2.2m for
adviser and related external fees. The business generated an adjusted operating profit of £3.0m, profit after tax of £2.2m, and £19.4m
of revenue for the period between the date of acquisition and 31 December 2019. If the acquisition had completed on the first day of the
financial period, it would have generated a profit after tax of £2.6m, and generated £44.7m to the revenue of the Group for the year ended
31 December 2019.
Other business combinations made in 2019
There were three other acquisitions completed in the year ended 31 December 2019 for a total consideration of £24.1m, of which £19.2m was
paid in cash, net of cash acquired of £1.9m with £3.6m of deferred consideration.
These included the acquisition of the Centre for Asia Pacific Aviation Pty Ltd (CAPA) on 4 January 2019. CAPA provides information services
and events serving the aviation market principally in Asia and forms part of the Informa Markets Division. Cash consideration was £15.0m
(AUD 27.2m), net of cash acquired of £1.4m (AUD 2.4m).
Other acquisitions included Tech Founders Limited in which the Group has control of the entity and holds a 55% interest. This was formed on
8 November 2019 from the transfer of £2.7m of assets from an existing 100% owned subsidiary of the Group and the transfer of assets from
a third party entity, Founders Forum LLP, in exchange for a 45% interest in the entity. At the same date the Group invested £5.0m to take
a 22.3% ownership in Founders Forum LLP; see Note 20 for further details.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
Update on deferred and contingent consideration paid in 2019 relating to business combinations completed
in prior years
In the year ended 31 December 2019 there were contingent and deferred net cash payments of £25.2m relating to acquisitions completed
in prior years.
193
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 18. Business combinations continued
Finalisation of valuation of 15 June 2018 UBM plc business combination
One year on from the acquisition of UBM, as is required, we have completed the finalisation of the valuation of identifiable assets acquired
and liabilities assumed at the acquisition date, resulting in the following true-ups and minor adjustments: an adjustment of £67.0m to reflect
the fair value of options related to minority interests in certain Fashion shows in the US; a reduction to acquisition intangibles of £19.6m to
reflect the finalisation of the valuation of intangible assets; and a £3.5m reduction to trade and other receivables to adjust event promotion
costs. The finalisation of the valuation resulted in a fair value of acquired intangible assets of £2,274.9m, with a £525.1m deferred tax liability
associated with these assets and goodwill of £3,560.8m.
The final fair value of the identifiable assets acquired and liabilities assumed at the acquisition date are shown below:
Acquisition-related intangibles
Other intangible assets
Property and equipment
Investment in joint ventures and associates
Deferred tax assets
Retirement benefit surplus
Trade and other receivables
Cash and cash equivalents
Current tax liabilities
Trade and other payables
Deferred income
Provisions
Retirement benefit obligation
Derivative liabilities
Borrowings including related derivatives
Deferred tax liabilities1
Identifiable net assets acquired
Put options over non-controlling interests2
Non-controlling interest
Goodwill
Total
Consideration
Cash
Share consideration
Deferred consideration
Total consideration
Provisional
fair value
adjustments
recognised
in 2018
£m
Final fair
value
adjustments
recognised
in 2019
£m
Book
value
£m
–
27.9
30.1
17.1
86.3
6.0
229.0
134.2
(58.0)
(213.8)
(426.9)
(41.2)
(0.9)
(17.1)
(688.6)
–
2,294.5
(6.7)
–
(0.6)
(83.7)
–
(3.4)
–
(8.0)
–
–
(3.6)
–
–
(14.0)
(370.2)
(915.9)
1,804.3
6.6
(32.9)
5,132.2
4,190.0
–
(142.9)
(1,661.4)
–
(19.6)
–
(0.3)
–
–
–
(3.5)
–
–
–
–
–
–
–
–
0.4
(23.0)
(67.0)
–
90.0
–
Final fair
value
£m
2,274.9
21.2
29.8
16.5
2.6
6.0
222.1
134.2
(66.0)
(213.8)
(426.9)
(44.8)
(0.9)
(17.1)
(702.6)
(369.8)
865.4
(60.4)
(175.8)
3,560.8
4,190.0
643.5
3,545.1
1.4
4,190.0
1. Consists of £525.1m of deferred tax liability offset as permitted against £155.3m of deferred tax assets.
2. Of the £67.0m relating to fair value adjustments recognised in 2019, £32.2m was paid as cash in 2019.
Equity transactions
When there is a change in ownership of a subsidiary without a change in control, the difference between the consideration paid/received and
the relevant share of the carrying amount of net assets acquired/disposed of the subsidiary is recorded in equity. The carrying amounts of the
controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between
the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid is recognised directly in equity.
Cash paid
Contingent consideration
Put option liability
Carrying amount of non-controlling interest at acquisition date
Disposal of non-controlling interests
Recognised in equity
194
2019
£m
–
–
–
–
(0.5)
(0.5)
2018
£m
(5.3)
(1.0)
6.3
(2.3)
–
(2.3)
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued 19. Property and equipment
Freehold
land and
buildings
£m
Leasehold
land and
buildings
£m
Equipment,
fixtures
and fittings
£m
Total
property and
equipment
£m
Cost
At 1 January 2018
Additions1,2
Acquisitions
Disposals
Transfer to held for sale2
Exchange differences
At 1 January 2019
Additions1
Acquisitions
Disposals
Exchange differences
At 31 December 2019
Depreciation
At 1 January 2018
Charge for the year
Disposals
Impairment
Transfer to held for sale
Exchange differences
At 1 January 2019
Charge for the year
Disposals
Exchange differences
At 31 December 2019
Carrying amount
At 31 December 2019
At 31 December 2018
1. £17.5m (2018: £23.1m) additions represents cash paid.
2. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
The Group does not have any of its property and equipment pledged as security over bank loans.
3.0
–
–
–
–
0.1
3.1
–
–
–
–
3.1
(0.4)
(0.1)
–
–
–
(0.1)
(0.6)
(0.1)
–
–
21.1
15.6
27.9
(2.7)
(0.4)
3.1
64.6
8.9
1.4
(2.9)
(2.1)
69.9
(8.6)
(5.0)
2.3
(2.6)
0.3
(1.5)
(15.1)
(7.4)
2.1
1.4
(0.7)
(19.0)
2.4
2.5
50.9
49.5
52.4
7.5
2.3
(8.3)
(1.6)
5.5
57.8
9.5
0.2
(14.6)
(1.4)
51.5
(35.7)
(8.0)
8.2
(0.1)
0.5
(5.0)
(40.1)
(9.7)
12.9
1.3
(35.6)
15.9
17.7
76.5
23.1
30.2
(11.0)
(2.0)
8.7
125.5
18.4
1.6
(17.5)
(3.5)
124.5
(44.7)
(13.1)
10.5
(2.7)
0.8
(6.6)
(55.8)
(17.2)
15.0
2.7
(55.3)
69.2
69.7
195
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 20. Other investments and investments in joint ventures and associates
Investments in joint ventures and associates
The carrying value of investments in joint ventures and associates are set out below:
At 1 January
Arising on (acquisition)/disposal of subsidiaries and operations
Share of results of joint ventures and associates
Foreign exchange
At 31 December
2019
£m
19.1
(0.7)
1.5
(0.1)
19.8
2018
£m
1.5
16.5
1.0
0.1
19.1
The following represents the aggregate amount of the Group’s share of assets, liabilities, income and expenses of the Group’s joint ventures:
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Operating profit
Profit before tax
Profit after tax
100% of
results
2019
£m
98.6
100.7
199.3
(102.3)
(50.3)
46.7
10.7
5.7
4.7
Group
share
2019
£m
18.2
18.2
36.4
(20.4)
(9.5)
6.5
2.5
1.6
1.5
100% of
results
2018
£m
88.4
73.4
161.8
(48.6)
(100.4)
12.8
5.9
5.9
5.6
Group
share
2018
£m
16.5
13.7
30.2
(9.8)
(20.1)
0.3
1.1
1.1
1.0
The Group’s investments in joint ventures at 31 December 2019 were as follows:
Company
Independent Materials Handling Exhibitions Limited
Guzhen Lighting Expo Co. Ltd
GML Exhibition (Thailand) Co. Ltd
Guangdong International Exhibitions Ltd
Lloyd's Maritime Information Services Ltd
The Group’s investments in associates at 31 December 2019 were as follows:
Company
Pestana Management Limited
Independent Television News Limited
PA Media Group Ltd
1. Pestana Management Limited is incorporated in Cyprus and operates in Russia.
Other investments
The Group’s other investments at 31 December 2019 are as follows:
At 1 January
Additions in year
At 31 December
Country of
incorporation
and operation
Class of
shares held
Shareholding
or share of
operation
Accounting
year end
Division
IM
IM
IM
IM
II
UK
China
China
China
UK
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
50% 31 December
35.7% 31 December
49% 31 December
27.5% 31 December
50% 31 December
Country of
incorporation
and operation
Class of
shares held
Shareholding
or share of
operation
Accounting
year end
Cyprus1
Ordinary
49% 31 December
UK
UK
Ordinary
Ordinary
20% 31 December
17% 31 December
Division
IC
IM
IM
2019
£m
5.1
5.0
10.1
2018
£m
4.6
0.5
5.1
Other investments include investments in unlisted equity securities and convertible loan notes which are redeemable through the issue of
equity. Additions in the year of £5.0m relate to an investment in November 2019 of a 22.3% shareholding in Founders Forum LLP. Investments
are held at fair value through profit or loss under IFRS 9.
196
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued 21. Disposal of subsidiaries and operations
During the year, the Group generated the following profit/(loss) on disposal of subsidiaries and operations:
Life Sciences media brands portfolio
Agribusiness Intelligence portfolio
Media assets portfolio
Lifestyle events
Delicious Living
EHI Live exhibition
PR Newswire
Euroforum conference business in Germany and Switzerland
Other operations loss on disposal
(Loss)/profit for the year from disposal of subsidiaries and operations
2019
£m
10.8
35.6
(120.6)
(13.3)
–
–
–
–
(7.9)
(95.4)
2018
£m
–
–
–
–
0.2
(3.3)
5.4
(0.7)
(0.5)
1.1
The sale of the Life Sciences media brands portfolio completed on 31 January 2019. The consideration, including estimated working capital, was
£79.3m, with £67.3m received in cash and £12.0m of deferred consideration receivable in 2020. The profit on disposal was £10.8m. This business
was part of the Informa Connect Division and had previously been disclosed as held for sale in the Consolidated Balance Sheet at 31 December
2018. The final consideration and the profit on disposal are subject to adjustment for the finalisation of working capital amounts.
The sale of the Agribusiness Intelligence portfolio from the Informa Intelligence Division completed on 30 June 2019. The consideration,
including estimated working capital, was £102.8m in cash and the business was sold to IHS Markit. The profit on disposal was £35.6m.
The final consideration and profit on the disposal are subject to adjustment for the finalisation of working capital amounts.
The sale of the Media assets portfolio from the Informa Intelligence Division to Endeavor Business Media completed on 9 October 2019.
The consideration, including estimated working capital, was £42.4m which comprised £12.2m received in cash and £30.2m for deferred
consideration which is receivable between December 2020 and August 2024. The loss on disposal was £120.6m. The final consideration
and the loss on disposal are subject to adjustment for the finalisation of working capital amounts.
On 15 November 2019 the Group concluded the sale of certain non-core US Lifestyle events including World of Tea, WFX and Live Experience,
for consideration of £6.6m and this resulted in a loss on disposal of £13.3m.
22. Deferred tax
Net deferred tax liabilities
Accelerated capital allowances
Intangibles
Pensions
Losses
Other
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
The movement in deferred tax balance during the year is:
Net deferred tax liability at 1 January
Credit to other comprehensive income for the year
Effect of initial application of IFRS 16
Acquisitions and additions
Disposal
Transfer to held for sale
Credit to profit or loss for the year
Foreign exchange movements
Net deferred tax liability at 31 December
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
Consolidated Balance Sheet at
31 December
Consolidated Income
statement year ended
31 December
2019
£m
(1.2)
660.3
(7.4)
(82.9)
(35.1)
533.7
20181
£m
(3.0)
763.9
(7.5)
(120.4)
(37.5)
595.5
2019
£m
1.7
(75.2)
0.8
33.7
2.6
(36.4)
2019
£m
595.5
(0.7)
1.0
7.9
(16.1)
–
(36.4)
(17.5)
533.7
2018
£m
0.9
(34.1)
(0.5)
14.8
(2.1)
(21.0)
20181
£m
242.0
(1.3)
–
373.2
(0.4)
(10.9)
(21.0)
13.9
595.5
197
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 22. Deferred tax continued
Certain deferred tax assets and liabilities have been offset. The following is the analysis of deferred tax balances for the Consolidated
Balance Sheet.
Deferred tax liability
Deferred tax asset
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
2019
£m
540.4
(6.7)
533.7
20181
£m
619.7
(24.2)
595.5
Deferred tax assets have been recognised because, based on the Group’s current forecasts, it is expected that there will be taxable profits
against which these assets can be utilised.
The Group has the following unused tax losses in respect of which no deferred tax assets have been recognised:
• £295.6m (2018: £270.8m) of UK tax losses
• £106.3m (2018: £109.7m) of US Federal tax losses which expire between 2020 and 2039. In addition, there are unrecognised deferred tax
assets in respect of US State tax losses of £5.0m (2018: £5.4m)
• £251.6m (2018: £251.6m) of UK capital losses which are only available for offset against future capital gains
• £nil (2018: £5m) of US capital losses which are only available for offset against future capital gains
• £7.2bn (2018: £7.5bn) of Luxembourg tax losses
• £36.0m (2018: £36.1m) of Brazilian tax losses
• £22.3m (2018: £40.4m) of tax losses in other countries
No deferred tax has been recognised in respect of these tax losses as it is not considered probable that these losses will be utilised.
In addition, the Group has unrecognised deferred tax assets in relation to other deductible temporary differences of £0.3m (2018: £2.6m).
No deferred tax assets have been recognised in respect of these amounts as it is not considered probable that they will be utilised.
The aggregate amount of withholding tax on post-acquisition undistributed earnings for which deferred tax liabilities have not been
recognised was £2.0m (2018: £1.2m). No liability has been recognised because the Group, being in a position to control the timing of the
distribution of intra-Group dividends, has no intention to distribute intra-Group dividends in the foreseeable future that would trigger
withholding tax.
23. Trade and other receivables
Current
Trade receivables
Less: loss allowance
Trade receivables net
Other receivables
Accrued income
Prepayments
Total current
Non-current
Other receivables
2019
£m
287.0
(34.4)
252.6
51.4
50.3
122.1
476.4
20181
£m
247.8
(37.7)
210.1
37.3
44.9
108.1
400.4
27.8
504.2
6.3
406.7
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
The average credit period taken on sales of goods is 49 days (2018: 48 days). Under the normal course of business, the Group does not charge
interest on its overdue receivables.
The Group’s exposures to credit risk and impairment losses related to trade and other receivables are disclosed in Note 32. The Directors
consider that the carrying amount of trade and other receivables approximates to their fair value.
198
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
24. Derivative financial instruments
Financial assets – non-current
Interest rate swaps – hedged
Interest rate swaps – not hedged
Call options
Financial liabilities – current
Put options over non-controlling interests
Financial liabilities – non-current
Interest rate swaps – hedged
Put options over non-controlling interests
2019
£m
3.9
–
1.0
4.9
36.4
36.4
22.4
–
22.4
20181
£m
0.4
1.1
1.5
10.1
10.1
25.2
68.8
94.0
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
Interest rate swaps are associated with debt instruments and are included within net debt (see Note 27). There were £3.9m of derivative
financial assets and £22.4m of derivative financial liabilities relating to interest rate swaps (£22.4m in relation to cross currency interest
rate swaps – see Note 32 for further details).
Put options over non-controlling interests relate to options over previous acquisitions and minority interests in certain Fashion shows in the
US (see Note 32 for further details).
25. Inventory
Work in progress
Finished goods and goods for resale
2019
£m
6.2
32.3
38.5
2018
£m
8.2
42.7
50.9
Write-down of inventory during the year amounted to £2.9m (2018: £3.0m).
26. Assets classified as held for sale and liabilities directly associated with assets classified as held for sale
There were no assets classified as held for sale at 31 December 2019. At 31 December 2018, there were assets classified as held for sale
totalling £79.1m and liabilities associated with assets classified as held for sale totalling £13.9m. These related to the sale of the Life Sciences
media brands portfolio that completed on 31 January 2019.
199
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
27. Movements in net debt
Net debt consists of cash and cash equivalents and includes bank overdrafts, borrowings, derivatives associated with debt instruments,
and other loan note receivables where these are interest bearing and do not relate to deferred contingent arrangements.
Cash at bank and on hand
Overdrafts
Cash and cash equivalents
Bank loans due in less than one year
Bank loans due in more than one year
Bank loan fees due in more than one year
Private placement loan notes due in less than one year
Private placement loan notes due in more than one year
Private placement loan note fees
Bond borrowings due in more than one year
Bond borrowing fees
Derivative assets associated with borrowings
Derivative liabilities associated with borrowings
Lease liabilities
Finance lease receivables
Net debt
At 1 January
2019
£m
IFRS 16
adjustment
at 1 Jan 2019
Non-cash
movements
£m
Cash flow
£m
Exchange
movements
£m
168.8
(43.9)
124.9
(156.9)
(78.5)
0.9
–
(1,396.4)
3.4
(1,163.0)
7.4
1.5
(25.2)
–
–
(2,681.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
(343.6)
14.4
(329.2)
–
–
–
–
–
(1.5)
(155.5)
156.8
(0.7)
4.4
(3.0)
2.4
2.8
(19.7)
3.2
(10.8)
33.2
43.9
77.1
152.7
34.3
2.8
–
143.4
–
(172.2)
6.6
–
–
34.5
(2.3)
276.9
(6.9)
–
(6.9)
4.2
(12.7)
–
3.3
35.6
–
51.7
–
–
–
12.2
–
87.4
At 31
December
2019
£m
195.1
–
195.1
–
(56.9)
2.2
(152.2)
(1,060.6)
2.7
(1,279.1)
11.0
3.9
(22.4)
(316.6)
15.3
(2,657.6)
Included within the net cash inflow of £276.5m (2018: outflow of £588.9m) is £499.7m (2018: £1,179.4m) of loan repayments, £41.2m (2018: £644.0m)
of facility loan drawdowns, £433.7m (2018: £872.7m) of proceeds from the EMTN bond issuance, £143.4m (2018: £101.5m) of private placement
repayments and £nil (2018: £313.6m) of private placement drawdowns.
28. Cash and cash equivalents
Cash at bank and on hand
Bank overdrafts
Cash and cash equivalents in the Consolidated Cash Flow Statement
Note
29
2019
£m
195.1
–
195.1
2018
£m
168.8
(43.9)
124.9
The cash at bank and on hand is presented net of the Group’s legal right to offset overdrafts. The Group’s exposure to interest rate risks and
a sensitivity analysis for financial assets and liabilities is disclosed in Note 32.
200
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued 29. Borrowings
Total borrowings, excluding derivative assets and liabilities associated with borrowings, are as follows:
Current
Bank overdraft
Bank borrowings ($200.0m) – repaid March 2019
Private placement loan note ($200.5m) – repaid February 2020
Total current borrowings
Non-current
Bank borrowings – revolving credit facility1
Bank debt issue costs
Bank borrowings – non-current
Private placement loan note ($385.5m) – due Dec 2020
Private placement loan note ($45.0m) – due June 2022
Private placement loan note ($120.0m) – due October 2022
Private placement loan note ($55.0m) – due January 2023
Private placement loan note ($76.1m) – due June 2024
Private placement loan note ($80.0m) – due January 2025
Private placement loan note ($200.0m) – due January 2025
Private placement loan note ($130.0m) – due October 2025
Private placement loan note ($365.0m) – due January 2027
Private placement loan note ($116.0m) – due June 2027
Private placement loan note ($200.0m) – due January 2028
Private debt issue costs
Private placement – non-current
Bond borrowings ($350.0m) – repaid in November 2019
Euro Medium Term Note (€650.0m) – due July 2023
Euro Medium Term Note (£300.0m) – due July 2026
Euro Medium Term Note (€500.0m) – due April 2028
Bond borrowings issue costs
Bond borrowings – non-current
Total non-current borrowings
Notes
28
27
27
2019
£m
–
–
152.2
152.2
56.9
(2.2)
54.7
–
35.0
91.1
41.7
61.8
60.7
151.8
98.7
277.1
90.9
151.8
(2.7)
2018
£m
43.9
156.9
–
200.8
78.5
(0.9)
77.6
302.5
36.5
94.2
43.1
60.9
62.8
156.9
102.0
286.4
94.2
156.9
(3.4)
27
1,057.9
1,393.0
–
553.4
300.0
425.7
(11.0)
1,268.1
2,380.7
2,532.9
279.1
583.9
300.0
–
(7.4)
1,155.6
2,626.2
2,827.0
27
1.
On 24 January 2020 the two tranches of RCF were extended by one further year, resulting in £600m maturing in February 2025 and £300m maturing in February 2023.
There have been no breaches of covenants under the Group’s bank facilities and private placement loan notes during the year. The Group
does not have any of its property and equipment and other intangible assets pledged as security over loans.
At 31 December 2019, the Group had private placement loan notes amounting to $1,587.6m (2018: $1,772.6m). As at 31 December 2019,
the note maturities ranged between one and eight years (2018: two and nine years), with an average duration of 5.3 years (2018: 5.8 years),
at a weighted average interest rate of 4.1% (2018: 4.1%).
For the purpose of refinancing the borrowings the Group issued the following Euro Medium Term Notes (EMTNs), which are debt instruments
traded outside of the US and Canada.
On 2 July 2018, the bonds were priced with an issue date of 5 July 2018:
• A five-year fixed term note, until July 2023, of value €650.0m
• An eight-year fixed term note, until July 2026, of value £300.0m
In addition, EMTN loan notes totalling €500.0m were issued on 22 October 2019, with a maturity date of 22 April 2028.
201
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
29. Borrowings continued
The Group maintains the following lines of credit:
• £900.0m (2018: £855.0m) revolving credit facility, of which £56.9m (2018: £78.5m) was drawn down at 31 December 2019. Interest is payable
at the rate of LIBOR plus a margin
• £152.9m (2018: £167.1m) comprising a number of bilateral bank uncommitted facilities that can be drawn down to meet short-term
financing needs, of which £nil (2018: £43.9m) was drawn at 31 December 2019. These facilities consist of £70.0m (2018: £101.0m), USD
22.3m (2018: USD 25.0m), €40.0m (2018: €42.0m), AUD 1.0m (2018: AUD 1.0m), CAD 2.0m (2018: CAD 2.0m), SGD 2.3m (2018: SGD 2.3m)
and CNY 50.0m (2018: CNY 50.0m). Interest is payable at the local base rate plus a margin
• Four bank guarantee facilities comprising in aggregate up to USD 10.0m (2018: USD 10.0m), €7.0m (2018: €7.0m), £9.0m (2018: £2.0m) and
AUD 1.5m (2018: AUD 1.5m)
The effective interest rate for the year ended 31 December 2019 was 3.9% (2018: 3.8%).
The Group’s exposure to liquidity risk is disclosed in Note 32(g).
30. Provisions
At 1 January 2018
Increase in year
Acquisition of subsidiaries
Currency translation
Utilisation
Transfer to held for sale
Release
At 1 January 2019
IFRS 16 adjustment on adoption at 1 January 2019
Increase in year
Acquisition of subsidiaries
Currency translation
Utilisation
Transfer to held for sale
Release
At 31 December 2019
2019
Current liabilities
Non-current liabilities
2018
Current liabilities
Non-current liabilities
Contingent
consideration
£m
Acquisition
& integration
£m
Property
leases
£m
Restructuring
provision
£m
Other
provision
£m
39.5
9.7
12.8
0.5
(21.9)
–
–
40.6
–
3.4
8.6
(0.3)
(32.8)
–
(0.8)
18.7
13.3
5.4
28.5
12.1
2.2
9.0
7.9
–
(12.7)
–
(1.2)
5.2
–
6.9
–
–
(10.0)
–
(1.6)
0.5
0.5
–
5.2
–
11.3
6.7
10.8
–
(5.8)
–
(0.3)
22.7
(10.5)
1.0
–
–
(2.9)
–
(3.7)
6.6
0.6
6.0
7.7
15.0
2.7
8.6
3.6
–
(10.8)
(0.3)
–
3.8
–
9.1
–
–
(6.2)
–
(2.5)
4.2
3.9
0.3
4.0
(0.2)
2.4
17.9
–
0.1
6.1
–
(5.3)
21.2
–
16.5
–
–
(11.6)
–
(2.7)
23.4
16.0
7.4
18.0
3.2
Total
£m
58.1
51.9
35.1
0.6
(45.1)
(0.3)
(6.8)
93.5
(10.5)
36.9
8.6
(0.3)
(63.5)
–
(11.3)
53.4
34.3
19.1
63.4
30.1
The contingent consideration will be paid primarily in one to two years. The contingent consideration is based on future business valuations
and profit multiples (both Level 3 fair value measurements) and has been estimated on an acquisition by acquisition basis using available
profit forecasts (a significant unobservable input). The higher the profit forecast, the higher the fair value of any contingent consideration
(subject to any maximum payout clauses), and if all future business valuations and profit multiples were achieved, the maximum undiscounted
amounts payable for contingent consideration would be £138.6m (2018: £221.3m).
See Note 8 for details of items included in restructuring provisions and details of the remeasurement of contingent consideration. Amounts
included within restructuring provisions are expected to be utilised in 2019.
202
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued 31. Trade and other payables and deferred income
Trade and other payables
Current
Deferred consideration
Trade payables
Accruals
Other payables
Total current
Non-current
Other payables
Total non-current
2019
£m
2.5
99.8
328.9
51.5
482.7
17.4
17.4
500.1
20181
£m
3.4
118.0
265.7
58.1
445.2
30.3
30.3
475.5
1. 2018 restated for held for sale reclassifications (see Note 4).
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period
taken for trade purchases is 44 days (2018: 46 days). There are no suppliers who represent more than 10% of the total balance of trade
payables in either 2019 or 2018. The Group has financial risk management policies in place to ensure that all payables are paid within the
credit timeframe. Therefore, under the normal course of business, the Group is not charged interest on overdue payables. The Directors
consider that the carrying amount of trade payables is approximate to their fair value.
Deferred income
Total current
Total non-current
Total
2019
£m
746.5
3.3
749.8
20181
£m
701.2
3.6
704.8
1. 2018 restated for held for sale reclassifications (see Note 4).
Deferred income relates to payments received in advance of the satisfaction of a performance obligation. Non-current amounts relates
to payment in advance received for biennial and triennial events and exhibitions.
32. Financial instruments
(a) Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• Market risk
• Credit risk
• Liquidity risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s management of capital, and the Group’s
objectives, policies and procedures for measuring and managing risk.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board
has established a Treasury Committee which is responsible for developing and monitoring the Group’s financial risk management policies.
The Treasury Committee meets regularly and reports to the Audit Committee on its activities.
The Group Treasury function provides services to the Group’s businesses, co-ordinates access to domestic and international financial
markets, and monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including
currency risk, interest risk and price risk), credit risk and liquidity risk.
The Treasury Committee has put in place policies to identify and analyse the financial risks faced by the Group and has set appropriate limits
and controls. These policies provide written principles on funding investments, credit risk, foreign exchange risk and interest rate risk.
Compliance with policies and exposure limits is reviewed by the Treasury Committee. This Committee is assisted in its oversight role by the
Internal Audit function, which undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which
are reported to the Audit Committee.
203
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
32. Financial instruments continued
(a) Financial risk management continued
Capital risk management
The Group manages its capital to ensure that the Group is able to continue as a going concern while maximising the return to stakeholders
and supporting the future development of the business. In order to maintain or adjust the capital structure, the Group may adjust the amount
of dividends paid to Shareholders, return capital to Shareholders, issue new shares or sell assets to reduce debt.
The capital structure of the Group consists of net debt, which includes borrowings (Note 29), and cash and cash equivalents (Note 28), and
equity attributable to equity holders of the parent, comprising issued capital (Note 35), reserves and retained earnings.
Cost of capital
The Group’s Treasury Committee reviews the Group's capital structure on a regular basis and, as part of this review, the Committee considers
the weighted average cost of capital and the risks associated with each class of capital.
Leverage ratio
The principal financial covenant ratios under the Group’s borrowing facilities are maximum net debt to covenant-adjusted EBITDA of 3.5 times
and minimum EBITDA interest cover of 4.0 times, tested semi-annually. At 31 December 2019, both financial covenants were achieved, with the
ratio of net debt (using average exchange rates) to EBITDA being 2.5 times (2018: 2.9 times). The ratio of EBITDA to net interest payable in the year
ended 31 December 2019 was 9.4 times (2018: 9.5 times). See the glossary of terms for the definition of the leverage and interest cover ratios.
(b) Categories of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument, are
disclosed in Note 2.
Financial assets
Trade receivables
Other receivables
Finance lease receivables
Cash at bank and on hand
Derivative assets associated with borrowings
Investments in unquoted companies
Total financial assets
Financial liabilities
Bank overdraft
Bank borrowings
Private placement loan notes
Bond borrowings
Lease liabilities
Derivative liabilities associated with borrowings
Derivative liabilities associated with put options over non-controlling interests
Trade payables
Accruals
Other payables
Deferred consideration
Contingent consideration
Total financial liabilities
Notes
23
23
38
28
27
20
29
29
29
29
38
27
24
31
31
31
31
30
2019
£m
252.6
79.2
15.3
195.1
3.9
10.1
556.2
–
54.7
1,210.1
1,268.1
316.6
22.4
36.4
99.8
328.9
68.9
2.5
18.7
20181
£m
210.1
43.6
–
168.8
1.5
5.1
429.1
43.9
234.5
1,393.0
1,155.6
–
25.2
78.9
118.0
265.7
92.0
3.4
40.6
3,427.1
3,450.8
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange and interest rates, will affect the Group’s income or the value
of its holdings of financial instruments.
The Group manages these risks by maintaining a mix of fixed and floating rate debt and currency borrowings using derivatives where
necessary. The Group does not use derivative contracts for speculative purposes.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise adverse effects on the
Group’s financial performance. Risk management is carried out by a central Treasury function under policies approved by the Board of Directors.
204
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
(d) Interest rate risk
The Group has no significant interest-bearing assets at floating rates, except cash, but is exposed to interest rate risk as entities in the Group
borrow funds at both fixed and floating interest rates. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.
Borrowings issued at or converted to fixed rates expose the Group to fair value interest rate risk.
The interest rate risk is managed by maintaining an appropriate mix of fixed and floating rate borrowings and by the use of interest rate swap
contracts. The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk section of this note.
The following table details financial liabilities by interest category:
Bank overdraft
Bank borrowings
Private placement loan notes
Bond borrowings
Lease liabilities
Derivatives liabilities associated
with borrowings
Derivative liabilities associated with put
options over non-controlling interests
Trade payables
Accruals
Other payables
Deferred consideration
Contingent consideration
Fixed
rate
£m
–
–
1,175.3
1,268.1
316.6
22.4
–
–
–
–
–
–
2019
Floating
rate
£m
Non-interest
bearing
£m
–
54.7
34.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
36.4
99.8
328.9
68.9
2.5
18.7
Total
£m
–
54.7
1,210.1
1,268.1
316.6
22.4
36.4
99.8
328.9
68.9
2.5
18.7
Fixed
rate
£m
–
–
1,356.5
1,155.6
–
24.1
–
–
–
–
–
–
20181
Floating
rate
£m
Non-interest
bearing
£m
43.9
234.5
36.5
–
–
1.1
–
–
–
–
–
–
–
–
–
–
–
–
78.9
118.0
265.7
88.4
3.4
40.6
Total
£m
43.9
234.5
1,393.0
1,155.6
–
25.2
78.9
118.0
265.7
88.4
3.4
40.6
2,782.4
89.5
555.2
3,427.1
2,536.2
316.0
595.0
3,447.2
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
Interest rate sensitivity analysis
97% of borrowings are at fixed interest rates; hence the Group’s interest rate sensitivity would only be affected by the exposure to variable
rate debt.
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Group’s profit for the year would
have decreased or increased by £0.9m (2018: £3.2m).
Derivatives designated in hedge relationships
Interest rate swaps – derivative financial assets
Cross currency interest rate swaps – derivative financial assets
Cross currency Iinterest rate swaps – derivative financial liabilities
2019
£m
1.4
2.5
(22.4)
2018
£m
1.5
–
(25.2)
At 31 December 2019, an interest rate swaps were was in place for $76.1m matched against $76.1m of the US private placement loan notes
due June 2024. Under this swap, the Group receives a fixed rate of 4.45% and pays a floating rate of interest semi-annually in arrears.
At 31 December 2019, the fair value of this swap was a financial asset of £1.4m. This amount was recognised in a fair value through profit
and loss relationship.
There were also cross currency interest rate swaps over the EMTN borrowings where the Company receives the following:
• A fixed rate of interest for £300.0m of EMTN borrowings with an 8-year maturity and pays a fixed rate of interest for $393.7m
• A fixed rate of interest on €150.0m of EMTN borrowings with a 5-year maturity and pays a fixed rate of interest for $174.1m
• A fixed rate of interest on €500m of EMTN borrowings with an 8.5-year maturity and pays a fixed rate of interest for $551.6m
At 31 December 2019, the fair value of these swaps was a net financial liability of £19.9m; of these amounts a £1.5m asset was designated
in a net investment hedge relationship and a £21.4m liability was designated in a cash flow hedge relationship.
The interest rate swaps are used to increase the Group’s exposure to interest rates to maintain a balance of fixed and floating interest rate
cost. These hedges were assessed to be highly effective at 31 December 2019 with the small ineffective portions of the hedging contracts
included in financing income.
205
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
32. Financial instruments continued
(e) Foreign currency risk
The Group is a business with significant net US dollar (USD) transactions; hence exposures to exchange rate fluctuations arise.
Allied to the Group’s policy on the hedging of surplus foreign currency cash inflows, the Group will usually seek to finance its net investment
in its principal overseas subsidiaries by borrowing in those subsidiaries’ functional currencies, primarily USD. This policy has the effect of
partially protecting the Group’s Consolidated Balance Sheet from movements in those currencies to the extent that the associated net assets
are hedged by the net foreign currency borrowings.
The carrying amounts of the Group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
USD
EUR
Other
Assets
Liabilities
2019
£m
336.7
40.9
357.5
735.1
2018
£m
379.9
44.6
195.4
619.9
2019
£m
(1,936.8)
(1,115.0)
(1,024.1)
(4,075.9)
2018
£m
(2,527.6)
(723.3)
(898.5)
(4,149.4)
The foreign currency borrowings of £2,248.8m (2018: £2,494.8m) are used to hedge the Group’s net investments in foreign subsidiaries.
USD
Average rate
Closing rate
2019
1.28
2018
1.33
2019
1.32
2018
1.27
Foreign currency sensitivity analysis
In 2019, the Group earned approximately 59% (2018: 61%) of its revenues and incurred approximately 53% (2018: 53%) of its costs in USD or
currencies pegged to USD. The Group is therefore sensitive to movements in USD against GBP. In 2019, each $0.01 movement in the USD to
GBP exchange rate has a circa £13m (2018: circa £11m) impact on revenue and a circa £5m (2018: circa £4m) impact on adjusted operating
profit. Offsetting this are reductions to the value of USD borrowings, interest and tax liabilities. This analysis assumes all other variables,
including interest rates, remain constant.
(f) Credit risk
The Group’s principal financial assets are trade and other receivables (Note 23) and cash and cash equivalents (Note 28), which represent the
Group’s maximum exposure to credit risk in relation to financial assets.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has
adopted a policy of assessing creditworthiness of counterparties as a means of mitigating the risk of financial loss from defaults.
The Group’s exposure and the creditworthiness of its counterparties are continuously monitored, and the aggregate value of transactions
concluded is spread amongst approved financial institutions. Credit exposure is controlled by counterparty limits that are reviewed and
approved as part of the Group’s treasury policies.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s
maximum exposure to credit risk.
Trade receivables
The Group’s credit risk is primarily attributable to its trade and other receivables. The amounts presented in the Consolidated Balance Sheet
are net of allowances for doubtful receivables, estimated by the Group based on prior experience and its assessment of the current economic
environment. Trade receivables consist of a large number of customers, spread across diverse industries and geographic areas, and the
Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The Group does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar
characteristics. The Group defines counterparties as having similar characteristics if they are related entities. Concentration of credit
risk did not exceed 5% of gross monetary assets at any time during the year.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The ECLs on
trade receivables are estimated for future periods taking account of an analysis of the debtors' current financial position, adjusted for factors
that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the reporting date.
There has been no significant change in the estimation techniques or significant assumptions made during the current reporting period.
206
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no
realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when
the trade receivables are overdue and considered irrecoverable, whichever occurs earlier. None of the trade receivables that have been
written off are subject to enforcement activities.
All customers have credit limits set by credit managers and are subject to the standard terms of payment of each Division. As the Informa
Markets, Informa Connect and the journals part of the Taylor & Francis Division operate predominantly on a prepaid basis, they are not
subject to the same credit controls and they have a low bad debt history. The Group is exposed to normal credit risk and potential losses
are mitigated as the Group does not have significant exposure to any single customer.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Non-current other receivables
Non-current other receivables arose from disposals made in the current and prior years as disclosed in Note 23. The Audit Committee reviews
these receivables and the credit quality of the counterparties on a regular basis.
Ageing of trade receivables:
Not past due
Past due 0–30 days
Past due over 31 days
Books provision (see below)
Gross
2019
£m
126.0
73.2
87.8
–
287.0
Provision
2019
£m
(18.9)
(15.5)
(34.4)
Gross
20181
£m
124.6
41.4
81.8
–
247.8
Provision
20181
£m
–
–
(17.0)
(20.7)
(37.7)
1. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
Trade receivables that are less than three months past due for payment are generally not considered impaired. For trade receivables that are
more than three months past due for payment, there are debtors with a carrying amount of £24.5m (2018: £10.4m) which the Group has not
provided for, as there has not been a significant change in the credit quality and the amounts are considered recoverable. The Group does not
hold any collateral over these balances.
A provision relating to returns on books of £15.5m (2018: £20.7m) has been disclosed separately in the table above. This is based on the
Group’s best estimate of returns for future periods, taking account of returns trends, and the amount is included as part of the overall
provision balance of £34.4.m (2018: £37.7m).
Movement in the provision:
1 January
Arising on acquisition of subsidiaries and operations
Provision recognised
Receivables written off as uncollectible
Amounts recovered during the year
31 December
2019
£m
37.7
–
17.8
(8.5)
(12.6)
34.4
2018
£m
27.2
22.3
2.3
(7.7)
(6.4)
37.7
There are no customers who represent more than 10% of the total gross balance of trade receivables in either 2019 or 2018.
207
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
32. Financial instruments continued
(g) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Ultimate responsibility for liquidity
risk management rests with the Board of Directors, though operationally it is managed by Group Treasury with oversight by the Treasury
Committee. Group Treasury has built an appropriate liquidity risk management framework for the management of the Group’s short-,
medium- and long-term funding. The Group manages liquidity risk by maintaining adequate reserves and debt facilities, together with
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in
Note 29 is a summary of additional undrawn facilities that the Group has at its disposal.
Historically and for the foreseeable future the Group has been, and is expected to continue to be, in a net borrowing position. The Group’s
policy is to fulfil its borrowing requirements by borrowing in the currencies in which it operates, principally USD and EUR; thereby providing
a natural hedge against projected future surplus USD cash inflows.
(h) Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity for its financial assets and liabilities.
The table below presents the contractual maturities of the financial assets, including interest that will be earned on those assets except where
the Group anticipates that the cash flow will occur in a different period.
Carrying
amount
£m
Contractual
cash flows1
£m
Less than
1 year
£m
1–2 years
£m
2–5 years
£m
Greater than
5 years
£m
31 December 2019
Non-derivative financial assets
Lease receivable
Non-interest bearing
Derivative financial assets
Interest rate swaps
Cross currency interest rates swaps
31 December 20182
Non-derivative financial assets
Non-interest bearing
Derivative financial assets
Interest rate swaps
Cross currency interest rates swaps
15.3
537.0
552.3
1.4
2.5
556.2
427.6
427.6
1.5
–
16.7
526.9
543.6
2.1
(67.5)
478.2
422.5
422.5
0.4
–
429.1
422.9
2.9
499.1
502.0
0.4
(9.0)
493.4
416.2
416.2
0.3
–
416.5
2.3
27.8
30.1
0.5
(9.0)
21.6
6.3
6.3
0.1
–
6.4
5.6
5.6
1.2
(27.0)
(20.2)
–
–
–
–
–
5.9
5.9
–
(22.5)
(16.6)
–
–
–
–
–
1. Under IFRS 7 contractual cash flows are undiscounted and therefore may not agree with the carrying amounts in the Consolidated Balance Sheet.
2. 2018 restated for finalisation of UBM acquisition accounting and held for sale reclassifications (see Note 4).
208
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued The following tables present the earliest date on which the Group can settle its financial liabilities. The table includes both interest and
principal cash flows.
31 December 2019
Non-derivative financial liabilities
Variable interest rate instruments
Fixed interest rate instruments
Lease liabilities
Trade and other payables
Deferred consideration
Contingent consideration
Derivative financial liabilities
Cross currency interest rate swaps
Put options over non-controlling interests
31 December 20182
Non-derivative financial liabilities
Variable interest rate instruments
Fixed interest rate instruments
Trade and other payables
Deferred consideration
Contingent consideration
Derivative financial liabilities
Cross currency interest rate swaps
Put options over non-controlling interests
Carrying
amount
£m
Contractual
cash flows1
£m
Less than
1 year
£m
1–2 years
£m
2–5 years
£m
Greater than
5 years
£m
89.5
100.2
2,443.4
2,836.1
316.6
534.0
2.5
18.7
466.0
534.0
2.5
18.7
4.1
222.3
47.5
516.6
2.5
7.2
3,404.7
3,957.5
800.2
22.4
36.4
48.9
36.4
3,463.5
4,042.8
314.9
320.5
2,512.1
2,992.9
472.1
3.4
40.6
472.1
3.4
40.6
3,343.1
3,829.5
25.2
78.9
67.6
78.9
3,447.2
3,976.0
8.9
36.4
845.5
202.5
89.9
441.8
3.4
28.4
766.0
9.7
39.5
815.2
4.0
63.3
41.1
17.4
11.5
137.3
8.9
–
92.1
909.8
95.6
–
–
–
–
1,640.7
281.8
–
–
–
1,097.5
1,922.5
25.0
–
6.1
–
146.2
1,122.5
1,928.6
80.2
666.6
30.3
–
12.2
789.3
9.1
33.0
831.4
37.8
891.7
–
1,344.7
–
–
–
–
–
–
929.5
1.344.7
26.8
4.8
22.0
1.6
961.1
1,368.3
1. Under IFRS 7 contractual cash flows are undiscounted and therefore may not agree with the carrying amounts in the Consolidated Balance Sheet.
2. 2018 carrying amounts restated for finalisation of UBM acquisition accounting (see Note 4).
(i) Fair value of financial instruments
Financial assets and financial liabilities measured at fair value in the Consolidated Balance Sheet:
Carrying
amount
2019
£m
Estimated
fair value
2019
£m
Carrying
amount
2018
£m
Estimated
fair value
20181
£m
Financial assets
Derivative financial instruments in designated hedge accounting relationships
Unhedged derivative financial instruments
Equity investments in unquoted companies
Financial liabilities
Derivative financial instruments in designated hedge accounting relationships
Derivative liabilities associated with put options over non-controlling interests
Contingent and deferred consideration on acquisitions
1. 2018 carrying amounts restated for finalisation of UBM acquisition accounting (see Note 4).
3.9
–
10.1
14.0
22.4
36.4
21.2
80.0
3.9
–
10.1
14.0
22.4
36.4
21.2
80.0
0.4
1.1
5.1
6.6
25.2
78.9
44.0
148.1
0.4
1.1
5.1
6.6
25.2
78.9
44.0
148.1
209
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 32. Financial instruments continued
(j) Fair values and fair value hierarchy
Valuation techniques use observable market data where it is available and rely as little as possible on entity-specific estimates. The fair values
of interest rate swaps and forward exchange contracts are measured using discounted cash flows. Future cash flows are based on forward
interest/exchange rates (from observable yield curves/forward exchange rates at the end of the reporting period) and contract interest/
forward rates, discounted at a rate that reflects the credit risk of the counterparties.
The fair values of put options over non-controlling interests (including exercise price) and contingent and deferred consideration on
acquisitions are measured using discounted cash flow models with inputs derived from the projected financial performance in relation to the
specific contingent consideration criteria for each acquisition, as no observable market data is available. The fair values are most sensitive to
the projected financial performance of each acquisition; management makes a best estimate of these projections at each financial reporting
date and regularly assesses a range of reasonably possible alternatives for those inputs and determines their impact on the total fair value.
An increase of 20% to the projected financial performance used in the put option measurements would increase the aggregate liability by £nil.
The fair value of the contingent and deferred consideration on acquisitions is not significantly sensitive to a reasonable change in the forecast
performance. The potential undiscounted amount for all future payments that the Group could be required to make under the contingent
consideration arrangements for all acquisitions is disclosed in Note 30.
Financial instruments that are measured subsequently to initial recognition at fair value are grouped into Levels 1 to 3, based on the degree
to which the fair value is observable, as follows:
Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs), such as internal models or other valuation methods. Level 3 balances include investments
where, in the absence of market data, these are held at cost, and adjusted for impairments which are taken to approximate to fair value. Level
3 balances for contingent consideration use future cash flow forecasts to determine the fair value, with the fair value of deferred consideration
balances taken as the receivable amount adjusted for an impairment assessment. The fair value of put options over non-controlling interest
uses the present value of the latest cash flow forecast for each business.
Financial assets and liabilities measured at fair value in the Consolidated Balance Sheet and their categorisation in the fair value hierarchy:
Financial assets
Derivative financial instruments in designated hedge accounting relationships
Finance lease receivables
Unhedged derivative financial instruments
Equity investments in unquoted companies (Note 20)
Financial liabilities at amortised cost
Bank borrowings (including bank overdraft)
Private placement loan notes
Bond borrowings
Finance leases
Financial liabilities at fair value through profit or loss
Private placement loan notes
Bond borrowings
Derivative financial instruments in designated hedge accounting relationships1
Deferred consideration on acquisitions2
Contingent consideration on acquisitions (Note 30)
Put options over non-controlling interests3
Level 1
2019
£m
Level 2
2019
£m
Level 3
2019
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.9
15.3
–
–
19.2
54.7
1,288.8
1,309.0
316.6
–
61.9
–
22.4
–
–
3,053.4
–
–
–
10.1
10.1
–
–
–
–
–
–
–
–
2.5
18.7
36.4
57.6
Total
2019
£m
3.9
15.3
–
10.1
29.3
54.7
1,288.8
1,309.0
316.6
–
61.9
–
22.4
2.5
18.7
36.4
3,111.0
1. £22.4m relates to interest rate swaps associated with Euro Medium Term Notes. Refer to Note 29.
2.
£0.9m reduction from the prior year reflects a £1.6m decrease from payments relating to prior year acquisitions and a £0.7m increase arising from current year acquisitions.
3.
£42.5m reduction from the prior year reflects £32.2m cash paid, £1.3m reduction from disposals, £7.5m reduction from transfers to other payables and £1.5m reduction
from foreign exchange movements.
210
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Level 1
2018
£m
Level 2
20182
£m
Level 3
20182
£m
Total
20182
£m
0.4
1.1
5.1
6.6
278.4
1,318.2
1,072.9
59.2
80.3
25.2
3.4
40.6
78.9
Financial assets
Derivative financial instruments in designated hedge accounting relationships
Unhedged derivative financial instruments
Equity investments in unquoted companies (Note 20)
Financial liabilities at amortised cost
Bank borrowings (including bank overdraft)
Private placement loan notes
Bond borrowings
Financial liabilities at fair value through profit or loss
Private placement loan notes
Bond borrowings
Derivative financial instruments in designated hedge accounting relationships1
Deferred consideration on acquisitions
Contingent consideration on acquisitions (Note 30)
Put options over non-controlling interests
–
–
–
–
–
–
–
–
–
–
–
–
–
0.4
1.1
–
1.5
278.4
1,318.2
1,072.9
59.2
80.3
25.2
–
–
–
–
5.1
5.1
–
–
–
–
–
–
3.4
40.6
78.9
2,834.2
122.9
2,957.1
1. £24.1m relates to interest rate swaps associated with Euro Medium Term Notes. Refer to Note 29.
2. 2018 carrying amounts restated for finalisation of UBM acquisition accounting (see Note 4) and transfer of investments to Level 3.
33. Notes to the Cash Flow Statement
Profit before tax
Adjustments for:
Depreciation of property and equipment
Depreciation of right of use asset
Amortisation of other intangible assets
Impairment – goodwill
Impairment – acquisition intangible assets
Impairment – other intangible assets
Impairment – property and equipment
Impairment – right of use assets
Share-based payments
Subsequent remeasurement of contingent consideration
Loss/(profit) on disposal of businesses
Pension curtailment gain
GMP equalisation charge
Investment income
Finance costs
Share of adjusted results of joint ventures and associates
Operating cash inflow before movements in working capital
Decrease in inventories
Decrease in receivables
Decrease in payables
Movements in working capital
Pension deficit recovery contributions
Cash generated by operations
Notes
19
38
17
8
17
17
19
38
10
8
21
34
34
11
12
20
34
2019
£m
318.7
17.2
33.1
354.3
0.9
3.8
–
–
4.6
10.4
3.2
95.4
–
–
(10.1)
134.1
(1.5)
964.1
12.3
20.6
(33.1)
(0.2)
(5.4)
958.5
2018
£m
282.1
13.1
286.1
–
9.8
3.8
2.7
–
8.1
(0.1)
(1.1)
(0.8)
4.5
(8.2)
90.4
(1.0)
689.4
3.2
89.7
(142.9)
(50.0)
(4.4)
635.0
211
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
34. Retirement benefit schemes
(a) Charge to operating profit
The charge to operating profit for the year in respect of pensions, including both defined benefit and defined contribution schemes, was
£21.8m (2018: £19.8m). In 2018, the charge included a £4.5m past service cost related to the Guaranteed Minimum Pension (GMP) equalisation
cost, less a £0.8m credit relating to a past service cost curtailment gain on the closure of the UBM Retirement Medical Plan in the US.
(b) Defined benefit schemes – strategy
The Group operates four defined benefit pension schemes in the UK (the UK Schemes): the Informa Final Salary Scheme, the Taylor & Francis
Group Pension and Life Assurance Scheme, the UBM Pension Scheme (UBMPS) and the United Newspapers Executive Pension Scheme
(UNEPS). These are for qualifying UK colleagues and provide benefits based on final pensionable pay. The Group has two defined benefit
schemes in the US, the Informa Media, Inc. Retirement Plan and the Penton Media, Inc. and Supplemental Executive Retirement Plan. All
schemes (the Group Schemes) are closed to future accrual. Contributions to the UK Schemes are determined following triennial valuations
undertaken by a qualified actuary using the Projected Unit Credit Method. Contributions to the US Schemes are assessed annually following
valuations undertaken by a qualified actuary.
For the UK Schemes, the defined benefit schemes are administered by separate funds that are legally separated from the Company.
The Trustees are responsible for running the UK Schemes in accordance with the Group Schemes’ Trust Deed and Rules, which sets out
their powers. The Trustees of the UK Schemes are required to act in the best interests of the beneficiaries of the Group Schemes. There is
a requirement that one-third of the Trustees are nominated by the members of the UK Schemes. The Trustees of the pension funds are
responsible for the investment policy with regard to the assets of the fund. None of the Schemes have any reimbursement rights.
The Group’s pension funding policy is to provide sufficient funding, as agreed with the Trustees, to ensure any pension deficit will be
addressed to ensure pension payments made to current and future pensioners will be met.
For the Penton Schemes, the defined benefit scheme is administered by Informa Media, Inc. and is subject to the provisions of the Employee
Retirement Income Security Act 1974 (ERISA). The Company is responsible for the investment policy with regard to the assets of the fund.
The Scheme has no reimbursement rights.
The investment strategies adopted by the Trustees of the UK Schemes include some exposure to index-linked gilts and corporate bonds.
The investment objectives of the US Penton Schemes are to maximise plan assets within designated risk and return profiles. The current asset
allocation of all schemes consists primarily of equities, bonds, property, diversified growth funds, credit funds, LIBOR funds, bespoke funds
and annuity contracts. All assets are managed by a third party investment manager according to guidelines established by the Company.
(c) Defined benefit schemes – risk
Through the Group Schemes the Company is exposed to a number of potential risks as described below:
• Asset volatility: The Group Schemes’ defined benefit obligation is calculated using a discount rate set with reference to corporate bond
yields; however, the Group Schemes invest significantly in equities. These assets are expected to outperform corporate bonds in the long
term, but provide volatility and risk in the short term
• Changes in bond yields: A decrease in corporate bond yields would increase the Group Schemes’ defined benefit obligation; however,
this would be partially offset by an increase in the value of the Schemes’ bond holdings
• Inflation risk: A significant proportion of the Group Schemes’ defined benefit obligation is linked to inflation; therefore higher inflation
will result in a higher defined benefit obligation (subject to caps for the UK Schemes). The majority of the UK Schemes’ assets are either
unaffected by inflation, or only loosely correlated with inflation, therefore an increase in inflation would also increase the deficit
• Life expectancy: If the Group Schemes’ members live longer than expected, the Group Schemes’ benefits will need to be paid for longer,
increasing the Group Schemes’ defined benefit obligations
The Trustees and the Company manage risks in the Group Schemes through the following strategies:
• Diversification: Investments are well diversified, such that the failure of any single investment would not have a material impact on the
overall level of assets
• Investment strategy: The Trustees are required to review their investment strategy on a regular basis
There are three categories of pension Scheme members:
• Employed deferred members: Currently employed by the Company
• Deferred members: Former colleagues of the Company
• Pensioner members: In receipt of pension
The defined benefit obligation is valued by projecting the best estimate of future benefit payments (allowing for future salary increases for
UK employed deferred members, revaluation to retirement for deferred members and annual pension increases for UK members) and then
discounting to the balance sheet date. UK members receive increases to their benefits linked to inflation (subject to caps for the UK Schemes).
There are no caps on benefits in the US Schemes as benefits are not linked to inflation in these schemes. The valuation method used for all
schemes is known as the Projected Unit Credit Method.
212
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued The approximate overall duration of the Group Schemes’ defined benefit obligation as at 31 December 2019 was as follows:
Overall duration (years)
Other UK
Schemes
18
2019
UBM UK
Schemes
14
Penton US
schemes
14
Other UK
Schemes
19
2018
UBM UK
Schemes
14
Penton US
schemes
14
The assumptions which have the most significant effect on the results of the IAS 19 valuation for the Schemes are those relating to the
discount rate, the rates of increase in price inflation, salaries, and pensions and life expectancy. The main assumptions adopted are:
Discount rate
Rate of price inflation
Rate of increase for deferred pensions
Rate of increase for pensions in payment
Life expectancy:
For an individual aged 65 – male (years)
For an individual aged 65 – female (years)
Other
UK Schemes
2.10%
2019
UBM
Schemes
2.00%
1.95% (CPI)
2.95% (RPI)
1.95% (CPI)
2.95% (RPI)
Penton US
Schemes
2.95%
n/a
1.95%
1.80%–
2.85%
86
88
1.95%
1.8%–
3.55%
87
89
n/a
84
87
Other
UK Schemes
2.80%
2018
UBM
Schemes
2.80%
2.15% (CPI)
3.15% (RPI)
2.15% (CPI)
3.15% (RPI)
2.15%
1.95%–
3.05%
2.15%
1.9 %–3.60%
87
89
86
89
Penton US
Schemes
4.10%
n/a
n/a
n/a
84
88
For the UK Schemes, mortality assumptions used in the IAS 19 valuations are taken from tables published by Continuous Mortality
Investigation (CMI). The latest base tables for the other UK Schemes use SAPS S3 tables with a scaling factor of 102% and 110% for males
and females, with the UBM UK Schemes using 105% of the ‘SAPS’ S2 tables based on the year of birth, and all UK Schemes use life expectancy
improvements taken from CMI 2018 (2018: CMI 2017) with the long-term rate of improvement of 1.25% (2018: 1.25%). For the valuation of
US Scheme liabilities, life expectancy has been taken from the PRI-2012 base mortality tables (amounts weighted) by the Society of Actuaries
in 2019 (2018: RP-2014 adjusted to 2006 total data set mortality), with life expectancy improvements projected generationally using Scale
MP-2019 (2018: Scale MP-2018).
(d) Defined benefit schemes – individual defined benefit scheme details
As at 31 December 2019
Latest valuation date
Funding (shortfall)/surplus at valuation date and
recovery plan amounts
Informa
FSS1
T&F
GPS2
UBMPS3
UNEPS4
Penton
RP5
Penton
SERP6
31.3.2017
30.9.2017
31.3.2017
5.4.2017
31.12.2019
31.12.2019
(£5.5m)
£2.0m per
year to 28
February 2021
£1.7m
Nil
(£11.2m)
£2.5m per
year to
1 March 2022
£4.7m
Nil
(£13.2m)
£0.8m for
2020 year
(£0.6m)
Nil
1.
Informa Final Salary Scheme (Informa FSS).
2. Taylor & Francis Group Pension and Life Assurance Scheme (T&F GPS).
3. UBM Pension Scheme (UBMPS).
4. United Newspapers Executive Pension Scheme (UNEPS).
5.
Informa Media, Inc. Retirement Plan (Penton RP).
6. Penton Media, Inc. Supplemental Executive Retirement Plan (Penton SERP).
The sensitivities regarding the principal assumptions used to measure the IAS 19 pension scheme liabilities are set out below:
Sensitivity analysis at 31 December 2019
Impact on scheme liabilities: Increase
Discount rate – Decrease by 0.1%
Rate of price inflation pre-retirement – Increase by 0.25%
Life expectancy – Increase by 1 year
Informa
FSS
£m
1.8
4.1
3.4
T&F
GPS
£m
0.5
0.9
1.0
UBMPS
£m
UNEPS
£m
7.4
8.9
23.6
0.1
0.3
1.5
Penton
RP
£m
0.4
n/a
0.5
Sensitivities have been prepared using the same approach as 2018. The above sensitivity analyses are based on a change in an assumption while
holding all other assumptions constant, although in practice this is unlikely to occur and changes in some assumptions may be correlated.
213
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
34. Retirement benefit schemes continued
(e) Defined benefit schemes – individual defined benefit scheme details
Amounts recognised in respect of these defined benefit schemes are as follows:
Recognised in profit before tax
Past service curtailment gain on closure of the UBM US Scheme
Past service cost associated with GMP equalisation1
Interest cost on net pension deficit
Total cost
2019
£m
–
–
1.4
1.4
2018
£m
(0.8)
4.5
1.1
4.8
1.
Guaranteed Minimum Pension (GMP) equalisation relates to the 26 October 2018 High Court judgement requiring trustees to equalise for the unequal effect of GMPs for
members earning GMPs between 17 May 1990 and 5 April 1997. This requires that compensation is to be paid on a basis that is no more or less favourable regardless
of gender.
Recognised in the Consolidated Statement of Comprehensive Income
Actuarial gain/(loss) on scheme assets
Experience (loss)/gain
Change in demographic actuarial assumptions
Change in financial actuarial assumptions
Effect of movement in foreign currencies
Actuarial loss
Movement in net deficit during the year
Net deficit in schemes at beginning of the year
New schemes associated with the UBM plc acquisition
Net finance cost
Past service cost from curtailment gain on closure of UBM US Scheme
Past service cost associated with GMP equalisation1
Actuarial loss
Cash payments from Scheme for Scheme costs
Contributions from the employer to fund Scheme costs
Deficit recovery contributions from the employer to the Schemes
Effect of movement in foreign currencies
Net deficit in Schemes at end of the year before irrecoverable tax
Irrecoverable tax1
Net deficit in schemes at end of the year after irrecoverable tax
2019
£m
68.7
(0.8)
2.4
(71.9)
–
(1.6)
2019
£m
(30.5)
–
(1.4)
–
–
(1.6)
(0.7)
0.8
5.4
0.3
(27.7)
(2.4)
(30.1)
1.
Under IFRIC 14, any surplus on the UK Schemes ultimately to be paid to the Company by the Trustees would be subject to a 35% tax charge prior to being repaid.
The expected deficit recovery contributions from the employer to the Schemes for 2020 is expected to be £4.9m.
The amounts recognised in the Consolidated Balance Sheet in respect of the Group Schemes are as follows:
Present value of defined benefit obligations
Fair value of Scheme assets
Irrecoverable element of pension surplus1
Net deficit
Reported as:
Retirement benefit surplus recognised in the Consolidated Balance Sheet
Deficit in scheme and liability recognised in the Consolidated Balance Sheet
Net deficit
214
2019
£m
(730.8)
703.1
(2.4)
(30.1)
4.9
(35.0)
(30.1)
2018
£m
(30.6)
2.1
0.7
13.7
(0.2)
(14.3)
2018
£m
(23.6)
8.3
(1.1)
0.8
(4.5)
(14.3)
–
–
4.4
(0.5)
(30.5)
(2.5)
(33.0)
2018
£m
(679.2)
648.7
(2.5)
(33.0)
4.5
(37.5)
(33.0)
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
Changes in the present value of defined benefit obligations are as follows:
Opening present value of defined benefit obligation
New schemes from UBM plc acquisition
Service cost associated with curtailment gain on closure of UBM US Scheme
Past service cost associated with GMP equalisation
Interest cost
Benefits paid
Actuarial (loss)/gain
Effect of movement in foreign currencies
Closing present value of defined benefit obligation
Changes in the fair value of Scheme assets are as follows:
Opening fair value of Scheme assets
New schemes from UBM plc acquisition
Return on Scheme assets
Actuarial gain/(loss)
Benefits paid
Other payments from Scheme
Contributions from the employer to the Schemes
Effect of movement in foreign currencies
Closing fair value of Scheme assets
2019
£m
(679.2)
–
–
–
(19.4)
36.6
(70.3)
1.5
2018
£m
(176.3)
(526.7)
0.8
(4.5)
(11.7)
25.0
16.5
(2.3)
(730.8)
(679.2)
2019
£m
648.7
–
18.0
68.7
(36.6)
(0.7)
6.2
(1.2)
703.1
2018
£m
152.7
535.0
10.6
(30.6)
(25.0)
–
4.4
1.6
648.7
The assets of the Informa Final Salary Scheme and Taylor & Francis Group Pension and Life Assurance Scheme include assets held in managed
funds and cash funds operated by Baillie Gifford & Co. Ltd, BlackRock Investment Management (UK) Limited, Insight Investment Management
Limited, Legal & General Investment Management, Partners Group (UK) Limited and Zurich Assurance Limited.
The assets of the UBM Pension Scheme assets are held in equity funds, absolute return bonds and bespoke liability driven investment (LDI)
funds with Legal & General, diversified growth funds with Schroders, real return funds with Newton, property funds with Aviva and M&G,
an illiquid credit fund with M&G, annuities to cover a small number of pension members and cash.
The assets of the United Newspapers Executive Pension Scheme assets are held in absolute return bond and index-linked gilt funds with
Legal & General and cash.
The assets of the Informa Media, Inc. Retirement Plan are primarily invested in private commingled group trust funds operated by Aon with
various investment managers serving as sub-managers within each fund. The Penton Media, Inc. Supplemental Executive Retirement Plan
is funded on a pay-as-you-go method (i.e. is unfunded).
215
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
34. Retirement benefit schemes continued
(e) Defined benefit schemes – individual defined benefit scheme details continued
The fair values of the assets held are as follows:
31 December 2019
Equities
Bonds and gilts
Property
Diversified growth fund
Illiquid credit funds
Absolute return bond fund
Bespoke funds (LDI and hedge funds)
Annuity contracts
Cash
Total
31 December 2018
Equities
Bonds and gilts
Property
Diversified growth fund
Illiquid credit funds
Absolute return bond fund
Bespoke funds (LDI)
Annuity contracts
Cash
Total
Informa
FSS
£m
46.0
3.2
9.5
25.3
–
–
8.0
–
7.1
99.1
Informa
FSS
£m
38.8
4.4
9.1
11.7
–
–
5.7
–
20.2
89.9
T&F
GPS
£m
12.0
0.9
3.8
7.5
–
–
2.7
–
1.8
28.7
T&F
GPS
£m
10.3
1.2
3.7
3.5
–
–
2.0
–
5.4
26.1
UBMPS
£m
161.9
–
74.3
121.9
51.4
14.8
88.7
6.3
1.7
UNEPS
£m
–
21.9
–
–
0.6
–
–
–
521.0
22.5
UBMPS
£m
135.1
–
52.6
109.3
50.1
52.2
72.4
5.9
2.1
UNEPS
£m
–
21.0
–
–
–
1.8
–
–
–
479.7
22.8
Penton
RP
£m
13.7
11.1
4.5
–
–
–
2.2
–
0.3
31.8
Penton
RP
£m
11.8
11.3
4.3
–
–
–
–
–
2.8
30.2
Total
£m
233.6
37.1
92.1
154.7
51.4
15.4
101.6
6.3
10.9
703.1
Total
£m
196.0
37.9
69.7
124.5
50.1
54.0
80.1
5.9
30.5
648.7
All the assets listed above have a quoted market price in an active market. The Group Schemes’ assets do not include any of the Group’s own
financial instruments, nor any property occupied by, or other assets used by, the Group.
35. Share capital and share premium
Share capital
Share capital as at 31 December 2019 amounted to £1.3m (2018: £1.3m). For details of options issued over the Company’s shares see Note 10.
Issued, authorised and fully paid
1,251,798,534 (2018: 1,251,798,534) Ordinary Shares of 0.1p each
At 1 January
Issue of new shares in relation to consideration for the acquisition of UBM plc
Other issue of shares
At 31 December
Share premium
At 1 January and 31 December
216
2019
£m
1.3
2018
£m
1.3
2019
Number of
shares
2018
Number of
shares
1,251,798,534
824,005,051
–
–
427,536,794
256,689
1,251,798,534
1,251,798,534
2019
£m
905.3
2018
£m
905.3
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
36. Other reserves
This note provides further explanation for the “Other reserves” listed in the Consolidated Statement of Changes in Equity.
At 1 January 2018
Issue of new shares in relation to consideration for acquisition of UBM plc
Other issue of shares associated with settlement of UBM SAYE awards
Share award expense (equity-settled)
Own shares purchased
Transfer of vested LTIPs
Non-controlling interest adjustment arising from disposal
At 1 January 2019
Share award expense (equity-settled)
Own shares purchased
Transfer of vested LTIPs
Non-controlling interest adjustment arising from disposal
At 31 December 2019
Reserves for
shares to be
issued
£m
9.8
–
–
8.1
–
(3.9)
–
14.0
9.4
–
(5.7)
–
17.7
Merger
reserve
£m
578.6
3,544.6
2.2
–
–
–
–
Other
reserve
£m
(2,154.6)
–
–
–
–
–
(4.3)
4,125.4
(2,158.9)
–
–
–
–
–
–
–
1.3
Employee
Share Trust
and
ShareMatch
shares
£m
Total
£m
(2.5)
(1,568.7)
–
–
–
(3.5)
–
–
(6.0)
1.0
(15.9)
–
–
3,544.6
2.2
8.1
(3.5)
(3.9)
(4.3)
1,974.5
10.4
(15.9)
(5.7)
1.3
4,125.4
(2,157.6)
(20.9)
1,964.6
Reserve for shares to be issued
This reserve relates to LTIPs granted to colleagues reduced by the transferred and vested awards. Further information is set out in Note 10.
Merger reserve
In 2004 the merger of Informa PLC and Taylor & Francis Group plc resulted in a merger reserve amount of £496.4m being recorded.
On 2 November 2016, the Group acquired Penton Information Services and the £82.2m share premium on the shares issued to the vendors
was recorded as an increase in the merger reserve in accordance with the merger relief rules of the Companies Act 2006. There were
427,536,794 shares issued on 18 June 2018 in connection with the acquisition of UBM plc, which at the acquisition-date closing share
price of £8.29 resulted in an increase in the merger reserve of £3,544.6m. From 19 July 2018 to 13 December 2018 there were 256,689
shares issued in connection with the satisfaction of SAYE awards in the UBM business which resulted in an increase in the merger
reserve of £2.2m.
Other reserve
The other reserve includes the inversion accounting reserve of £2,189.9m which was created from an issue of shares under a scheme
of arrangement in May 2014.
Employee Share Trust and ShareMatch shares
As at 31 December 2019, the Informa Employee Share Trust (EST) held 958,988 (2018: 564,091) Ordinary Shares in the Company at a market
value of £8.2m (2018: £3.6m). As at 31 December 2019, the ShareMatch scheme held 474,878 (2018: 411,812) matching Ordinary Shares in the
Company at a market value of £4.1m (2018: £2.6m). At 31 December 2019, the Group held 0.1% (2018: 0.1%) of its own called up share capital.
37. Non-controlling interests
The Group has subsidiary undertakings where there are non-controlling interests. At 31 December 2019, these non-controlling interests were
composed entirely of equity interests and represented the following holding of minority shares by non-controlling interests:
• APLF Ltd (40%, 2018: 40%)
• Bangkok Exhibition Services Ltd (4.1%, 2018: 4.1%)
• Brazil Design Show (45%, 2018: 45%)
• China International Exhibitions Limited (30%, 2018: 30%)
• Cosmoprof Asia Limited (50%, 2018: 50%)
• ECMI Asia Sdn Bhd (4.1%, 2018: 4.1%)
• Eco Exhibitions (4.1%, 2018: 4.1%)
• Fort Lauderdale Convention Services, Inc, (10%, 2018: 0%)
• Guangzhou Citiexpo Jianke Exhibition Co. Ltd (40%, 2018: 40%)
• Guangzhou Informa Yi Fan Exhibitions Co., Ltd (40%, 2018: 40%)
• Informa Marine Holdings, Inc (10%, 2018: 0%)
• Informa Markets Art, LLC (10%, 2018: 0%)
• Informa Tech Founders Limited (45%, 2018: 0%)
• Informa Tharawat Limited (51%, 2018: 51%)
• Informa Tianyi Exhibitions (Chengdu) Co., Ltd (40%, 2018: 40%)
• Informa Wiener Exhibitions (Chengdu) Co., Ltd (40%, 2018: 40%)
• Malaysian Exhibitions Services Sdn Bhd (4.1%, 2018: 4.1%)
• Monaco Yacht Show S.A.M. (10%, 2018: 10%)
• Myanmar Trade Fair Management Co. Ltd (4.1%, 2018: 4.1%)
• PT Pamerindo Indonesia (4.1%, 2018: 4.1%)
• PT UBM Pameran Niaga Indonesia (35.7%, 2018: 35.7%)
• Sea Asia Singapore Pte Limited (10%, 2018: 10%)
• SES Vietnam Exhibitions Services Co. Ltd (4.1%, 2018: 4.1%)
• Shanghai Baiwen Exhibitions Co., Ltd (15%, 2018: 15%)
217
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 37. Non-controlling interests continued
• Shanghai Meisheng Culture Broadcasting Co., Ltd (15%, 2018: 15%)
• Shanghai Sinoexpo Informa Markets International Exhibitions
Co, Ltd (30%, 2018: 30%)
• Shanghai UBM Showstar Exhibitions Co., Ltd (30%, 2018: 30%)
• Shanghai Yingye Exhibitions Co., Ltd (40%, 2018: 40%)
• Shenzhen UBM Creativity Exhibition Co., Ltd (35%, 2018: 35%)
• Shenzhen UBM Herong Exhibition Company Limited (30%, 2018: 30%)
• Singapore Exhibition Services (Pte) Ltd (4.1%, 2018: 4.1%)
• Southern Convention Services, Inc. (10%, 2018: 0%)
• UBM Asia (Thailand) Co Ltd (4.1%, 2018: 4.1%)
• UBM BN Co. Ltd (40%, 2018: 40%)
• UBM Exhibitions Philippines Inc. (4.1%, 2018: 4.1%)
• UBM Mexico Exposiciones, S.A.P.I (20%, 2018: 20%)
• UBM Premier Sdn Bhd (4.1%, 2018: 4.1%)
• UBM Sinoexpo Ltd (30%, 2018: 30%)
• UBM Tradelink Sdn Bhd (4.1%, 2018: 4.1%)
• UBM Trust Company Ltd (30%, 2018: 30%)
• UBMMG Holdings SDN BHD (4.1%, 2018: 4.1%)
• United Business Media (M) SDN. BHD. (4.1%, 2018: 4.1%)
• Yachting Promotions, Inc. (10%, 2018: 10%)
38. IFRS 16 Leases and finance lease receivables
(a) IFRS 16 implementation on 1 January 2019
On 1 January 2019, the Group adopted the new accounting standard, IFRS 16 Leases. There are several practical expedients and exemptions
available under IFRS 16. The Group has elected to apply the modified retrospective method of implementation where there is no restatement
of the comparative period and use the practical expedient where, at the adoption date, right of use lease assets are set to equal the lease
liability (adjusted for accruals and prepayments). The Group has excluded leases of low value assets and short-term leases, with a duration
of less than 12 months, from the application of IFRS 16, with payments for these leases continuing to be expensed directly to the Income
Statement as operating leases. All property leases are assessed for IFRS 16 impact. Other event venue-related leases are assessed to
determine if the lease should be classified under IFRS 16; however, the majority of these leases are excluded due to their cumulative lease
terms generally being less than 12 months.
Under IFRS 16 the right of use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. This replaced the previous
requirement to recognise a provision for onerous leases. An impairment assessment of the right of use assets was performed on transition
at 1 January 2019 with no impact identified.
At 1 January 2019, adoption of IFRS 16 resulted in the Group recognising right of use assets of £295.3m, finance lease receivables of £14.4m
and lease liabilities of £343.6m. Prepaid rentals of £2.7m were previously included within prepayments, and are now included the in the value
of the right of use assets. Provisions for vacant properties and deferred rent-free periods of £41.7m, previously included in liabilities within
provisions, are now netted off against the value of the right of use assets. There is an increase in deferred tax liabilities of £1.0m. Where the
Group has sub-lease income, which was previously included in rental income, it is now included as a credit to reserves of £4.1m reflecting the
excess of finance lease receivable amounts from the sub-lease, compared to the finance lease payable amounts associated with the head
lease at transition.
The weighted average incremental borrowing rate (IBR) used at the transition date to discount lease liabilities was 4.3%. A single IBR is applied
to a portfolio of leases when these have shared similar characteristics, including location, duration and nature of the leases, and whether a
Group guarantee is provided.
The following table reconciles the opening balance for the lease liabilities as at 1 January 2019 based upon the operating lease obligations as at
31 December 2018:
Restated operating lease commitments disclosed under IAS 17 at 31 December 20181
Other impacts of adopting IFRS 16 including cost of reasonably certain extensions
Gross lease liabilities recognised under IFRS 16 at 1 January 2019
Effect of discounting
Total lease liabilities recognised under IFRS 16 at 1 January 2019
1. Amount restated to reflect update to lease commitments on property leases at 31 December 2018.
Total
£m
407.6
(68.5)
476.1
(132.5)
343.6
218
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued The effect on the Consolidated Balance Sheet of the implementation of IFRS 16 Leases on 1 January 2019 is summarised as follows:
IFRS 16
adjustments
at adoption
on 1 January
2019
£m
1 January
2019
adjusted for
IFRS 16
£m
At 31
December
20181
£m
Non-current assets
Goodwill
Other intangible assets
Property and equipment
Right of use assets
Investments in joint ventures and associates
Other investments
Deferred tax assets
Retirement benefit surplus
Finance lease receivable
Other receivables
Derivative financial instruments
Current assets
Inventory
Trade and other receivables
Current tax asset
Cash at bank and on hand
Finance lease receivable
Assets classified as held for sale
Total assets
Current liabilities
Borrowings
Derivative financial instruments
Finance leases
Current tax liabilities
Provisions
Trade and other payables
Deferred income
Liabilities directly associated with assets classified as held for sale
Non-current liabilities
Borrowings
Finance leases
Derivative financial instruments
Deferred tax liabilities
Retirement benefit obligation
Provisions
Trade and other payables
Deferred income
Total liabilities
Net assets
1. 2018 restated for finalisation of UBM acquisition accounting (see Note 4).
6,343.9
3,854.4
69.7
–
19.1
5.1
24.2
4.5
–
6.3
1.5
10,328.7
50.9
400.4
15.9
168.8
–
79.1
715.1
11,043.8
(200.8)
(10.1)
–
(96.2)
(63.4)
(445.2)
(701.2)
(13.9)
(1,530.8)
(2,626.2)
–
(94.0)
(619.7)
(37.5)
(30.1)
(30.3)
(3.6)
(3,441.4)
(4,972.2)
6,071.6
–
–
–
295.3
–
–
–
–
12.9
–
–
308.2
–
(2.7)
–
–
1.5
–
(1.2)
307.0
–
–
(27.8)
–
10.5
31.2
–
–
13.9
–
(315.8)
–
(1.0)
–
–
–
–
(316.8)
(302.9)
4.1
6,343.9
3,854.4
69.7
295.3
19.1
5.1
24.2
4.5
12.9
6.3
1.5
10,636.9
50.9
397.7
15.9
168.8
1.5
79.1
713.9
11,350.8
(200.8)
(10.1)
(27.8)
(96.2)
(52.9)
(414.0)
(701.2)
(13.9)
(1,516.9)
(2,626.2)
(315.8)
(94.0)
(620.7)
(37.5)
(30.1)
(30.3)
(3.6)
(3,758.2)
(5,275.1)
6,075.7
219
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
38. IFRS 16 Leases and finance lease receivables continued
(b) IFRS 16 leases at 31 December 2019
The impact of IFRS 16 for the year ended 31 December 2019 increases adjusted operating profit by £6.5m, reflecting the removal of IAS 17
operating lease expenses of £39.6m and replacing this with IFRS 16 depreciation of £33.1m. Adjusted profit before tax decreases by £7.0m,
reflecting the adjusted operating profit change together with the IFRS 16 net finance expense of £13.5m (£14.3m finance costs and £0.8m
investment income), and the adjusted tax impact of the change of £1.3m, resulting in adjusted profit after tax decreasing by £5.7m and
a decrease to 2019 adjusted diluted earnings per share of 0.45p. The impact on 2019 statutory profit before tax was a decrease of £11.6m
reflecting the £7.0m adjusted profit before tax decrease and the impairment of right of use assets of £4.6m.
The Group’s right of use asset and lease liability at 31 December 2019 is as follows:
Right of use assets
1 January 2019
Depreciation
Additions
Impairment
Disposals
Foreign exchange movement
At 31 December 2019
Lease liabilities
1 January 2019
Repayment of lease liabilities
Interest on lease liabilities
Additions
Disposals
Foreign exchange movement
At 31 December 2019
2019
Current lease liabilities
Non-current lease liabilities
At 31 December 2019
Property
leases
184.8
(29.6)
26.2
(4.6)
(7.3)
(8.6)
160.9
Property
leases
(233.1)
44.0
(10.1)
(29.1)
9.4
8.7
Other
leases1
110.5
(3.5)
–
–
–
(3.5)
103.5
Other
leases1
(110.5)
4.8
(4.2)
–
–
3.5
Total
£m
295.3
(33.1)
26.2
(4.6)
(7.3)
(12.1)
264.4
Total
£m
(343.6)
48.8
(14.3)
(29.1)
9.4
12.2
(210.2)
(106.4)
(316.6)
(33.4)
(176.8)
(210.2)
(0.8)
(105.6)
(106.4)
(34.2)
(282.4)
(316.6)
1. Other leases relate to event venue-related leases.
The Group’s average lease term under IFRS 16 is 3.5 years. The average IBR used for year ended 31 December 2019 to discount lease liabilities
was 4.7%.
220
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued (c) IFRS 16 finance lease receivable at 31 December 2019
The Group’s finance lease receivable at 31 December 2019 is as follows:
Finance lease receivable
1 January 2019
Rent receipt
Interest Income
Additions
Foreign exchange movement
At 31 December 2019
2019
Current finance lease receivable
Non-current finance lease receivable
At 31 December 2019
Property
leases
Other
leases
14.4
(2.9)
0.8
3.2
(0.2)
15.3
2.3
13.0
15.3
–
–
–
–
–
–
–
–
Total
£m
14.4
(2.9)
0.6
3.2
(0.2)
15.3
2.3
13.0
15.3
The Group entered into finance leasing arrangements as a lessor for sub-leases on property leases. The average term of IFRS 16 finance
sub-leases entered is 2.9 years.
(d) Low value and short-term lease income and expense for the year ended 31 December 2019
Low value and short-term sublease rent income
Low value and short-term rent expense1
1.
Includes event venue-related leases.
Total
£m
0.8
(159.8)
39. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below. The following
transactions and arrangements are those which are considered to have had a material effect on the financial performance and position
of the Group for the year.
Transactions with Directors
There were no material transactions with Directors of the Company during the year, except for those relating to remuneration and
shareholdings. For the purposes of IAS 24 Related Party Disclosures, Executives below the level of the Company’s Board are not regarded
as related parties.
Further information about the remuneration of individual Directors is provided in the audited part of the Remuneration Report on
pages 131 to 143 and Note 9.
Other related party disclosures
At 31 December 2019, Informa Group companies have guaranteed the UK pension scheme liabilities of the Taylor & Francis Group Pension
and Life Assurance Scheme, the Informa Final Salary Scheme and the UBM Pension Scheme.
Transactions with related parties are made at arm’s length. Outstanding balances at year end are unsecured and settlement occurs in cash.
There are no bad debt provisions for related party balances as at 31 December 2019, and no debts due from related parties have been written
off during the year. During the period, Informa entered into related party transactions to the value of £0.2m (2018: £0.2m) with a balance of
£0.2m (2018: £0.1m) outstanding at 31 December 2019.
221
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 40. Subsidiaries
The listing below shows the subsidiary undertakings as at 31 December 2019:
Ordinary
Shares held
Registered
office
Company name
Company name
Centre for Asia Pacific Aviation
Pty Limited
Country
Australia
Centre for Aviation Pty Limited
Australia
Datamonitor Pty Limited
Australia
Informa Australia Pty Limited
Australia
Informa Holdings (Australia)
Pty Limited
Ovum Pty Limited
International Exhibition
Holdings Limited
Australia
Australia
Bahamas
Arabian Exhibition Management
W.L.L.
Bahrain
Informa Middle East Limited
Bermuda
Brasil Design Show Eventos,
Midias Consultorias
Treinamentos E Participacoes
Ltda
BTS Informa Feiras, Eventos e
Editora Ltda
UBM Brazil Feiras e Eventos
Ltda
Inet Interactive Canada Inc.
Informa Canada Inc.
Informa Tech Canada Inc.
China International Exhibitions
Limited
IBC Conferences And Event
Management Services
(Shanghai) Co., Ltd
Brazil
Brazil
Brazil
Canada
Canada
Canada
China
China
Informa Data Service (Shanghai)
Co., Ltd
China
Informa Tianyi Exhibitions
(Chengdu) Co., Ltd.
Informa Weiner Exhibitions
(Chengdu) Co., Ltd.
Shanghai Baiwen Exhibitions
Co., Ltd
Shanghai Meisheng Culture
Broadcasting Co., Ltd
Guangzhou CitiExpo Jianke
Exhibition Co., Ltd.
Guangzhou Informa Yi Fan
Exhibitions Co., Ltd.
Informa Enterprise
Management (Shanghai)
Co., Ltd.
Informa Exhibitions (Beijing)
Co., Ltd.
Shanghai SinoExpo Informa
Markets International
Exhibitions Company Ltd
Shanghai UBM Showstar
Exhibition Co., Limited
Shanghai Yingye Exhibitions
Co., Ltd.
Shenzhen UBM Herong
Exhibition Company Limited
UBM China (Beijing) Exhibition
Company Limited
China
China
China
China
China
China
China
China
China
China
China
China
China
100%
100%
100%
100%
100%
100%
100%
100%
100%
55%
100%
100%
100%
100%
100%
70%
100%
100%
60%
60%
85%
85%
60%
60%
AU1
AU1
AU2
AU2
AU1
AU1
BH1
BA1
BM1
BR1
BR1
BR2
CA1
CA2
CA2
CH1
CH2
CH3
CH4
CH5
CH6
CH7
CH8
CH9
100%
CH10
100%
CH11
UBM China (Hangzhou)
Co., Limited
UBM China (Shanghai)
Co., Limited
UBM Trust Company Ltd
Stormcliff Limited
Informa Egypt LLC
Euromedicom SAS
Eurovir SAS
New AG International S.à.r.l.
EBD Group GmbH
Informa Holding Germany
GmbH
Country
China
China
China
Cyprus
Eygpt
France
France
France
Germany
Germany
Informa Tech Germany GmbH
Germany
Think Services Game Group
Germany GmbH
Germany
CMP Media GmbH
Germany
UBM Canon Deutschland GmbH Germany
Datamonitor Publications (HK)
Limited
Informa Global Markets (Hong
Kong) Limited
Informa Limited
Mai Brokers (Asia & Pacific)
Limited
APLF Limited
Cosmoprof Asia Limited
Great Tactic Limited
Mills & Allen Holdings (Far East)
Limited
Penton Media Asia Limited
Shenzhen UBM Creativity
Exhibition Co., Ltd
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
UBM Asia Group Limited
Hong Kong
UBM Asia Holdings (HK) Limited Hong Kong
UBM Asia Limited
UBM Asia Partnership
UBM SinoExpo Ltd
UBM South China Limited
NND Biomedical Data Systems
Private Limited
Taylor & Francis Books India Pvt
Limited
Taylor & Francis Technology
Services LLP
UBM Exhibitions India LLP
UBM India Private Limited
70%
CH12
PT Pamerindo Indonesia
70%
60%
70%
CH13
CH14
PT UBM Pameran Niaga
Indonesia
Chartbay Limited
Maypond Holdings Limited
Maypond Limited
CH15
Colwiz Limited
100%
CH16
CX Properties
Donytel Limited
Hong Kong
Hong Kong
Hong Kong
Hong Kong
India
India
India
India
India
Indonesia
Indonesia
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ordinary
Shares held
Registered
office
100%
CH18
100%
CH19
70%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
60%
50%
100%
100%
100%
100%
100%
100%
100%
100%
70%
100%
100%
100%
100%
100%
100%
96%
67%
100%
100%
100%
100%
100%
100%
100%
100%
CH20
CY1
EG1
FR1
FR1
FR1
GE1
GE1
GE2
GE3
GE4
GE5
HK1
HK1
HK2
HK4
HK4
HK5
HK4
HK4
HK3
HK6
HK4
HK4
HK4
HK4
HK4
HK4
IN2
IN1
IN4
IN5
IN3
ID1
ID2
IR2
IR2
IR2
IR1
IR2
IR2
IR2
IR2
UBM China (Guangzhou) Co., Ltd China
100%
CH17
Garragie Investments
Hickdale Limited
222
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Company name
MFWWNet
Tanahol Limited
Country
Ireland
Ireland
UBM Financial Services Ireland
Ireland
UBM IP Ireland Limited
UBM Ireland No 1 Limited
UBM Ireland No 2 Limited
UBM Ireland No 3 Limited
UBM Ireland No 4 Limited
UBM Ireland No 5 Limited
UBM Ireland No 6 Limited
UBM Ireland No 8 Limited
UBM Ireland No 9 Limited
UNM Holdings Ireland
Wenport Limited
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
UNM International Holdings
Limited
UNM Overseas Holdings
Limited
Isle of Man
Isle of Man
Miller Freeman (Israel) Limited
Israel
Informa Global Markets (Japan)
Limited
Informa Intelligence Godo
Kaisha
Taylor & Francis Japan G.K.
UBM Japan Co.,Ltd
Informa Switzerland Limited
UBM (Jersey) Limited
UBM plc
UBMI UAE Jersey Limited
CMP Holdings S.à.r.l.
CMP Intermediate Holdings
S.à.r.l.
Japan
Japan
Japan
Japan
Jersey
Jersey
Jersey
Jersey
Luxembourg
Luxembourg
UBM Finance S.à r.l.
Luxembourg
UBM IP Luxembourg S.à r.l.
Luxembourg
United Brazil Holdings S.à.r.l.
Luxembourg
United Commonwealth
Holdings S.à.r.l.
United Consumer Media
Holdings S.à.r.l.
Luxembourg
Luxembourg
United CP Holdings S.à.r.l.
Luxembourg
United News Distribution S.à.r.l.
Luxembourg
United Professional Media
S.à.r.l.
UNM Holdings S.à.r.l.
Vavasseur International
Holdings S.à.r.l.
Luxembourg
Luxembourg
Luxembourg
DSA Exhibitions and Conference
Sdn Bhd
Malaysia
UBM Tech Research Malaysia
Sdn Bhd
ECMI Asia Sdn Bhd
Eco Exhibitions Sdn Bhd
Malaysian Exhibition Services
SDN Bhd
UBM Premier Sdn Bhd
UBM Trade Link Sdn Bhd
UBMMG Holdings Sdn Bhd
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Ordinary
Shares held
Registered
office
Company name
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
96%
96%
96%
96%
96%
96%
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IR2
IM1
IM1
IS1
JA1
JA2
JA3
JA4
JE1
JE2
JE2
JE2
LU1
LU1
LU1
LU1
LU1
LU1
LU1
LU1
LU1
LU1
LU1
LU1
MA1
MA1
MA1
MA1
MA1
MA1
MA1
MA1
United Business Media (M)
Sdn Bhd
UBM Mexico Exposiciones,
S.A.P.I.
Informa Monaco SAM
Monaco Yacht Show SAM
Myanmar Trade Fair
Management Company
Limited
IIR South Africa B.V.
Informa Europe B.V.
Informa Finance B.V.
Kuben Holding B.V.
Lesbistes B.V.
UBM Asia B.V.
Informa Markets B.V.
Country
Malaysia
Mexico
Monaco
Monaco
Myanmar
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
United Pascal Holdings B.V.
Netherlands
UPRN 1 SE
UBMi B.V.
Netherlands
Netherlands
Dove Medical Press (NZ) Limited New Zealand
Informa Healthcare AS
Colwiz Pakistan Private
Limited
UBM Exhibitions
Philippines Inc.
Norway
Pakistan
Philippines
Informa Tharawat Limited
Qatar
Informa Tech Korea Co. Ltd
Republic of Korea
UBM BN Co. Ltd
Republic of Korea
UBM Korea Corporation
Republic of Korea
Informa Saudi Arabia Limited
Saudi Arabia
Informa Saudi Arabia LLC
Saudi Arabia
IBC Asia (S) Pte Limited
Informa Exhibitions
Pte Limited
Informa Global Markets
(Singapore) Private Limited
Singapore
Singapore
Singapore
Sea Asia Singapore Pte Limited
Singapore
Taylor & Francis (S) Pte Limited
Singapore
Singapore Exhibition Services
(Pte) Limited
Singapore
Marketworks Datamonitor
(Pty) Ltd
Institute For International
Research Espana S.L.
Taylor & Francis AB
Co-Action Publishing AB
Informa Finance GmbH
Informa IP GmbH
EBD GmbH
TMT Taiwan Limited
Bangkok Exhibition
Services Ltd
Spain
Sweden
Sweden
Switzerland
Switzerland
Switzerland
Taiwan
Thailand
UBM Asia (Thailand) Co. Ltd
Thailand
UBM Istanbul Fuarcılık ve
Gösteri Hizmetleri A.Ş.
UBM Rotaforte Uluslararası
Fuarcılık Anonim Şirketi
Turkey
Turkey
Ordinary
Shares held
Registered
office
96%
80%
100%
90%
96%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
96%
49%
100%
60%
100%
100%
100%
100%
100%
100%
86%
100%
96%
MA1
ME1
MC1
MC1
MY1
NE1
NE2
NE2
NE3
NE2
NE3
NE3
NE3
NE3
NE4
NZ1
NO1
PK1
PH1
QA1
RK3
RK2
RK1
SA1
SA2
SG1
SG1
SG1
SG2
SG3
SG4
100%
100%
100%
100%
100%
100%
100%
96%
100%
100%
100%
SP1
SE1
SE2
SW1
SW1
SW1
TA1
TH1
TH1
TU1
TU2
223
South Africa
100%
SAF1
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements 40. Subsidiaries continued
Company name
Country
Informa Middle East Media
FZ LLC
United Arab
Emirates
Afterhurst Limited
United Kingdom
CMP Information (2004) Limited United Kingdom
CMPI Group Limited
CMPI Holdings Limited
Cogent OA Limited
Datamonitor Limited
Design Junction Limited
Ebenchmarkers Limited
IBC (Ten) Limited
IBC (Twelve) Limited
IBC Fourteen Limited
IIR (U.K. Holdings) Limited
IIR Management Limited
IIR Exhibitions Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Informa Exhibitions Limited
United Kingdom
Informa Final Salary Pension
Trustee Company Limited
Informa Finance Australia
Limited
United Kingdom
United Kingdom
Informa Finance Brazil Limited
United Kingdom
Informa Finance Egypt Limited
United Kingdom
Informa Markets Limited
United Kingdom
Informa Finance Mexico Limited United Kingdom
Informa Finance UK Limited
United Kingdom
Informa Finance USA Limited
United Kingdom
Informa Global Markets
(Europe) Limited
United Kingdom
Informa Group Holdings Limited United Kingdom
Informa Group Limited
Informa Holdings Limited
Informa Investment Plan
Trustees Limited
United Kingdom
United Kingdom
United Kingdom
Informa Overseas Investments
Limited
United Kingdom
Informa Quest Limited
Informa Six Limited
United Kingdom
United Kingdom
Informa Tech Research Limited United Kingdom
Informa Telecoms & Media
Limited
Informa Three Limited
Informa UK Limited
United Kingdom
United Kingdom
United Kingdom
Informa US Holdings Limited
United Kingdom
ITF2 Limited
James Dudley International
Limited
United Kingdom
United Kingdom
LLP Limited
United Kingdom
London On-Water Limited
United Kingdom
Psychology Press New
Co. Limited
United Kingdom
Routledge Books Limited
United Kingdom
T&F Canrak Books Limited
United Kingdom
Taylor & Francis Books Limited
United Kingdom
224
Ordinary
Shares held
Registered
office
Company name
Country
Ordinary
Shares held
Registered
office
100%
UAE1
Taylor & Francis Group Limited
United Kingdom
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
Taylor & Francis Limited
Taylor & Francis Publishing
Services Limited
United Kingdom
United Kingdom
Tech Founders Limited
United Kingdom
The Builder Group Limited
United Kingdom
UBM (GP) No2 Limited
United Kingdom
UBM Shared Services Limited
United Kingdom
UBM Worldwide Group Limited United Kingdom
UBMA Holdings Limited
United Kingdom
ABI Building Data Limited
United Kingdom
AMA Research Limited
Blessmyth Limited
Canrak Books Limited
Colonygrove Limited
Colwiz UK Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Crosswall Nominees Limited
United Kingdom
DIVX Express Limited
United Kingdom
Dove Medical Press Limited
United Kingdom
E-Health Media Limited
Futurum Media Limited
United Kingdom
United Kingdom
GNC Media Investments Limited United Kingdom
Green Thinking (Services)
Limited
Hirecorp Limited
I.I.R. Limited
Informa Manufacturing
Europe Holdings Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Informa Manufacturing Europe
Limited
United Kingdom
Informa Manufacturing
Holdings Limited
United Kingdom
Informa Manufacturing Limited United Kingdom
Informa Markets (Europe)
Limited
Informa Markets (Maritime)
Limited
United Kingdom
United Kingdom
Informa Markets (UK) Limited
United Kingdom
Light Reading UK Limited
United Kingdom
MAI Luxembourg SE
United Kingdom
Mapa International Limited
United Kingdom
Miller Freeman Worldwide
Limited
United Kingdom
MRO Exhibitions Limited
United Kingdom
MRO Network Limited
United Kingdom
MRO Publications Limited
United Kingdom
Oes Exhibitions Limited
United Kingdom
OTC Publications Limited
United Kingdom
Penton Communications
Europe Limited
Roamingtarget Limited
Syndicate Nine Limited
TU-Automotive Holdings
Limited
TU-Automotive Limited
Turtle Diary Limited
UBM (GP) No1 Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
100%
100%
100%
55%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
UK1
UK1
UK1
UK2
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019Financial StatementsNotes to the Consolidated Financial Statements for the year ended 31 December 2019 continued Company name
Country
UBM (GP) No3 Limited
United Kingdom
UBM Aviation Routes Limited
United Kingdom
UBM Aviation Worldwide
Limited
United Kingdom
UBM Holdings Limited
United Kingdom
UBM International Holdings SE
United Kingdom
UBM Property Limited
United Kingdom
UBM Property Services Limited United Kingdom
UBM Trustees Limited
UBMG Holdings
UBMG Limited
UBMG Services Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Consumer Media SE
United Kingdom
United Delaware Investments
Limited
United Kingdom
United Executive Trustees
Limited
United Finance Limited
United Newspapers
Publications Limited
United Kingdom
United Kingdom
United Kingdom
United Trustees Limited
United Kingdom
UNM Investments Limited
United Kingdom
Vavasseur Overseas Holdings
Limited
WCN 2 Limited
Workyard Limited
Duke Investments, Inc.
EKN International LLC
Farm Progress Limited
Fort Lauderdale Convention
Services, Inc.
Informa Business Intelligence,
Inc.
Informa Business Media
Holdings, Inc.
United Kingdom
United Kingdom
United Kingdom
United States
United States
United States
United States
United States
United States
Informa Business Media, Inc.
United States
Informa Data Sources, Inc.
Informa Exhibitions Holding
Corp.
United States
United States
Informa Exhibitions U.S.
Construction & Real Estate, Inc.
United States
Informa Exhibitions, LLC
Informa Export, Inc.
Informa Global Sales, Inc.
Informa Life Sciences
Exhibitions, Inc.
United States
United States
United States
United States
Informa Marine Holdings, Inc.
United States
Informa Markets Art, LLC
Informa Media, Inc.
Informa Operating Holdings,
Inc.
United States
United States
United States
Informa Pop Culture Events, Inc. United States
Informa Support Services, Inc.
United States
Informa Tech LLC
Informa USA, Inc.
Internet World Media, Inc.
Knect365 US, Inc.
Ovum, Inc.
Skipta LLC
United States
United States
United States
United States
United States
United States
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
UK1
US17
US14
US8
US3
US14
US2
US14
US1
US10
US15
US7
US1
US1
US1
US5
US1
US14
US4
US1
US1
US11
US20
US2
US14
US1
US18
Ordinary
Shares held
Registered
office
Company name
Southern Convention
Services, Inc.
Country
United States
Taylor & Francis Group, LLC
United States
Yachting Promotions, Inc.
Advanstar Communications,
Inc.
Canon Communications
(France), Inc.
CBI Research, Inc.
CMP Childcare Center, Inc.
Healthcare Holdings, Inc.
Ludgate UK LLC
Miller Freeman Acquisition
Corp.
Roast LLC
Rocket Holdings, Inc.
UK1
Spectrum ABM Corp.
UBM Delaware LLC
UBM Finance, Inc.
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
Informa Markets Holdings, Inc.
United States
Informa Markets Investments,
Inc.
United States
Informa Tech Holdings LLC
United States
Informa Markets Medica LLC
United States
UBM UK LLC
Informa Princeton, LLC
UBM Community Connection
Foundation
UBM Canon LLC
SES Vietnam Exhibition Services
Company Limited
United States
United States
United States
United states
Vietnam
Ordinary
Shares held
Registered
office
90%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
96%
US5
US13
US5
US9
US14
US16
US12
US14
US14
US6
US6
US14
US9
US6
US6
US14
US6
US11
US14
US6
US14
US19
US9
VI1
The proportion of voting power held is the same as the proportion
of ownership interest. The Consolidated Financial Statements
incorporate the financial statements of all entities controlled by the
Company as at 31 December each year. Refer to Note 2 for further
description of the method used to account for investments
in subsidiaries.
Company registered office addresses
UK
UK1
UK2
5 Howick Place, London, SW1P 1WG, United Kingdom
Northcliffe House, Young Street, London, W8 5EH, United Kingdom
The Americas
US1
US2
US3
US4
US5
US6
US7
US8
US9
US10
US11
US12
101 Paramount Drive, Suite 100, Sarasota, FL 34232, United States
1100 Superior Avenue, 8th Floor, Cleveland, OH 44114, United States
1115 NE 9th Avenue, Fort Lauderdale, FL 33304, United States
1166 Avenue of the Americas, 10th Floor, New York, NY 10036,
United States
1650 S. E. 17th Street, Ste. 412, Fort Lauderdale, FL 33316, United States
1983 Marcus Avenue Suite 250, Lake Success, NY 11042, United States
2020 North Central Avenue, Ste. 400, Phoenix, AZ 85004, United States
255 38th Avenue, Suite P, Saint Charles, IL 60174, United States
2901 28th Street, Suite 100, Santa Monica, CA 90405, United States
3300 N. Central Avenue, Suite 300, Phoenix, AZ 85012, United States
333 W San Carlos, Riverpark Towers, San Jose, CA 95110, United States
600 Community Drive, Manhasset, NY 11030, United States
225
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Notes to the Consolidated Financial Statements for the year ended 31 December 2019 continued
CH19
Room 207, No. 453 Fahuazhen Road, Shanghai, China
CH20 Room 1806-1807, 4 Huating Road, Tianhe District, Guangzhou, China
HK1
HK2
HK3
HK4
HK5
HK6
PH2
SG1
SG2
SG3
SG4
JA1
JA2
JA3
JA4
IN1
IN2
IN3
IN4
IN5
ID1
ID2
MA1
MY1
PK1
PH1
RK1
RK2
RK3
TH1
TA1
VI1
Suite 1106-8, 11/F Tai Yau Building, No 181 Johnston Road, Wanchai,
Hong Kong
Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong
Level 5, 28 Hennessey Road, Admiralty, Hong Kong
Room 812, Silvercord, Tower 1, 30 Canton Road, Tsimshatsui, Kowloon,
Hong Kong
17/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong
Unit 201, Building A, No. 1 Qianwan Road One, Qianhai Shenzhen &
Hong Kong Cooperation Zone, Shenzhen, Hong Kong
Unit 1 Mezzanine Floor Fly Ace Corporate Center, 13 Coral Way Barangay
76, Pasay City, NCR Fourth District, Philippines
#04-01, Visioncrest Commercial, 103 Penang Road, 238467, Singapore
10 Kallang Avenue, 09-15, Aperia, 339510, Singapore
60 Macpherson Road, #06-09, The Siemens Centre, 348615, Singapore
80 Robinson Road, 02-00, 068898, Singapore
4F, Shin-Kokusai Building, 3-4-1 Marunouchi, Chiyoda-Ku, Tokyo,
100-0005, Japan
Shin Kokusai Building, 4F, 4-1, Marunouchi 3-chome, Chiyoda, Tokyo,
100-0005, Japan
1-54-4, Kanda, Jimbocho, Chiyoda-ku, Tokyo, Japan
Kanda 91 Building, 1-8-3 Kajicho, Chiyoda-ku, Tokyo, 101-0044, Japan
2nd & 3rd Floor, The National Council of YMCAs of India, 1 Jai Singh Road,
New Delhi 110001, Delhi, India
Flat No. 104, Dhanunjaya Residence, Plot No. 143, Kalyan Nagar III,
Hyderabad, Andhra Pradesh 500018, India
Unit No. 1&2, B-Wing, Times Square, Andheri Kurla Road,, Marol,
Andheri East, Mumbai, 400 059, India
No. 143, 144 Hosur Main Road, Industrial Layout, Koramangala,
Bangalore, Karnataka, 560095, India
Times Square, Unit No. 1 & 2, B Wing, 5th Floor, Andheri Kurla Road,
Marol, Andheri (East), Mumbai, Maharashtra, 400059, India
Menara Utara Gedung Menara Jamsotek Lt. 12 unit TA 12-04 JI Jend.
Gabot Subroto No. 38, Jakarta, Indonesia
Jalan Sultan Iskandar Muda, No 7 Arteri Pondok Indah, Kebayoran Lama,
Jakarta Selantan, 12240, Indonesia
Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar
South, No 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia
No.42/A Pantra Street, Dagon Township, Yangon, Myanmar
6th Floor, Citi View, Block 3, Bahadur Yar Jung Cooperative Housing
Society, Shaheed-e-Millat Road, Karachi Sindh, Pakistan
Unit 1 Mezzanine Floor Fly Ace Corporate Center, 13 Coral Way Barangay
76, Pasay City NCR, Fourth District Philippines, 1300, Philippines
8F, Woodo Building, 214 Mangu-ro, Jungnang-gu, Seoul 02121, Republic
of Korea
8F, Woodo Building, 129-3 Sangbong-dong Chungnang-gu, Seoul,
Republic of Korea
#801, 8/F Korea Design Center, 322 Yanghyeon-Ro, Bundang-Gu,
Seongnam-si, Gyeonggi-do, 13496, Republic of Korea
252 SPE Tower, 9th Floor, Phaholyothin Road, Samsennai, Phayathai,
Bangkok, Thailand
Floor 10, No. 66, Second 1, Neihu Rd, Neiting District, Taipei, Taiwan
10th Floor, Ha Phan Building, 17-17A-19, Ton That Tung Street, District 1,
HCMC Vietnam
40. Subsidiaries continued
US13
6000 NW Broken Sound Parkway, Suite 300, Boca Raton, FL 33487,
United States
US14
US15
US16
US17
US18
US19
605 3rd Avenue, 22nd Floor, New York, NY 10158, United States
6191 N. State Highway 161, Suite 500, Irving, TX 75038, United States
70 Blanchard Road, Suite 301, Burlington, MA 01803, United States
748 Whalers Way, Building E., Fort Collins, CO 80525, United States
8 N. Queen Street, Suite 800, Lancaster, PA 17603, United States
Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808, United States
US20 One Research Drive, Suite 100A, Westborough, MA 01581, United States
BH1 M B & H Corporate Services Limited, Mareva House, 4 George Street,
Nassau, Bahamas
BM1
BR1
BR2
CA1
CA2
Canon’s Court, 22 Victoria Street, Hamilton, Bermuda
Avenida Doutora Ruth Cardoso , 7221 22 Andar Conjunto 2301 e 23
Andar Conjunto 2401, Edificio Birmann 21, São Paulo, SP, CEP 05425-902,
Brazil
Alameda Tocatins, 75, Sala 1402, Edificio West Gate, Alphaville, Barueri,
CEP 06455-020, Sa˜o Paulo, Brazil
c/o McMillan LLP, Brookfield Place, 181 Bay Street, Suite 4400, Toronto,
Ontario M5J 2T3, Canada
12th Floor, 20 Eglinton Avenue West, Yonge Eglinton Centre, Toronto,
Ontario M4R 1K8, Canada
ME1
Av. Benjamin Franklin 235-4, DF06100, Mexico
China and Asia
Building 1, Road 22, Block 414, Al-Daih, Po Box 20200, Jidhafs, Bahrain
Floor 7/8, Urban Development International Tower, No. 355 Hong Qiao
Road, Xu Hui District, Shanghai, 200030, China
Room 2072, 2nd Floor, 124 Building , No. 960 Zhong Xing Road, Jing'an
District, Shanghai, China
Room 6396, No. 650 Dingxi Road, Changning District, Shanghai, China
No 502, 5th Floor, Building 4, 99 Guangfu Road, Wuhou District,
Chengdu, China
Room 1009, Western Tower, No. 19, Way 4, South People Road, Chengdu
City, China
Room 1010, 10F, No. 993 West Nanjing Road, Jingan District, Shanghai,
China
Room 101-75, No.15 Jia, No. 152 Alley, Yanchang Road, Jing'an District,
Shanghai, China
Room 902,No. 996, East Xingang Road, Haizhu District,
Guangzhou, China
No. 1111, Building 11, 2433 Xingang East Road, Zuhai District,
Guangzhou, China
Room 2201, Hong Kong New Tower, No. 300 Huai Hai Middle Road,
Huang Pu District, Shanghai, China
Room 802, 8th Floor, No 87, Building No 4, Workers Stadium North Road,
Chaoyang District, Beijing, 100027, China
Floor 7/8, Urban Development International Tower, No. 355 Hong Qiao
Road, Xu Hui District, Shanghai, 200030, China
9/F Ciro's Plaza, 388 West Nanjing Road, Huangpu District, Shanghai,
200003, China
Room 234, 2nd Floor, , M-Zone, 1st Building , No 3398 Hu Qing Ping
Road, Zhao Xiang Town, Qing Pu District, Shanghai, China
Room 607, East Block, Coastal Building, Haide 3rd Road, Nanshan
District, Shenzhen, Guangdong, 518054, China
Room 1557, Unit 01-06, 15th Floor, Block A, Buliding 9, Dongdagiao Road,
Beijing, Chaoyang District, China
Room 1159-1164, China Hotel Office Tower, Liu Hua Road,
Guangzhou, China
Room 123, Floor 1, Building 1, No.108 Kangqiao Road, Gongshu District,
Hangzhou, China
BA1
CH1
CH2
CH3
CH4
CH5
CH6
CH7
CH8
CH9
CH10
CH11
CH12
CH13
CH14
CH15
CH16
CH17
CH18
226
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Australia & New Zealand
AU1
c/o LBW & Partners, Level 3, 845 Pacific Highway, Chatswood, NSW 2067,
Australia
Level 4, 24 York Street, Sydney, NSW 2000, Australia
c/o Hall & Parsons CA Limited, 145 Kitchener Road, Milford, Auckland
0620, New Zealand
AU2
NZ1
Middle East & Africa
EG1
QA1
SA1
7H, 263 Street, New Maadi, Cairo, Egypt
P.O. Box 545, Dohar, Qatar
Office 109, 1st Floor, Aban Center, King Abdulaziz Road, AlGhadir District,
Riyadh, 13311, Saudi Arabia
SA2
Marei bin Mahfouz Group Regional Office Building, Al aziziya
intersection of Tahlia & Siteen Str nearby Ikea, Po Box 4100 Jeddah
21491, Saudi Arabia
SAF1
160 Jan Smuts, 1st Floor, North Tower, Rosebank, Johannesburg, 2196,
South Africa
UAE1
17th & 18th Floor, Creative Tower, P.O. Box 422, Fujairah, UAE
Europe
2nd Floor, Sotiri Tofini 4, Agios Athanasios, Limassol 4102, Cyprus
CY1
C/Azcona, 36 Bajo, 28028 Madrid, Spain
SP1
37 avenue de Friedland 75008, Paris, France
FR1
GE1
Isartorplatz 4, 80331, Munich, Germany
GE2 Westenriederstraße, 19 80331, Munich , Germany
GE3
GE4
Kaiser-Wilhelm-Str. 30, 12247, Berlin, Germany
Prielmayer.3, c/o Ruter und Partner, Steurberatungsgeesellschaft, 80335
Munich, Germany
Friedensplatz 13, 53721, Siegburg, Germany
70 Sir John Rogerson’s Quay, Dublin 2, Ireland
68 Merrion Square, Dublin 2, D02 W983, Ireland
First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF
Silver Building, Suite 112-115, 7 Abba Hillel Street, Ramat
Gan 52522, Israel
22 Grenville Street, St Helier, JE4 8PX, Jersey
44 The Esplanade, St Helier, Jersey, JE4 9WG
17 Boulevard Prince Henri, L-1724 Luxembourg
Le Suffren, 7 Rue Suffren-Reymond, 98000, Monaco
Kabelweg 37, 1014 BA, Amsterdam, Netherlands
Schimmelt 32, Kantoor C, 7E Verdieping, 5611 ZX, Eindhoven,
Netherlands
Coengebouw, Kabelweg 37, 1014 BA Amsterdam, Netherlands
De Entree 73, 1101 BH, Toren A, Amsterdam, Netherlands
c/o Wahl-Larson, Advokatfirma AS, Fridtjof Nansens Plass 5,
Oslo 0160, Norway
Box 3255, 103 65, Stockholm, Sweden
c/o Lena Wistrand, Ripvagen 7, 175 64 Jarfalla, Sweden
Baarerstrasse 139, 6300 Zug, Switzerland
Rüzgarlıbaçe Mah. Kavak Sok, Smart Plaza B Blok, No: 31/1 Kat:8, 34805
Kavacık-Beykoz, Istanbul, Turkey
Molla Fenari Mah, Bab-i Ali Cad, No:9 K:3-4, Fatih 34120, Istanbul, Turkey
GE5
IR1
IR2
IM1
IS1
JE1
JE2
LU1
MC1
NE1
NE2
NE3
NE4
NO1
SE1
SE2
SW1
TU1
TU2
41. Contingent liabilities
Consideration for the acquisition of Penton Information Services
on 2 November 2016 included deferred consideration payable in
October 2018 for anticipated future tax benefits. The estimated fair
value of this consideration of £16.9m ($21.9m) was paid in October
2018. The final amount payable is under dispute with the seller, as
a remaining amount of approximately £12.9m ($17m) is expected by
the seller. No provision has been made for this potential additional
amount as the Directors do not consider it probable that an
additional amount is due.
42. Post balance sheet events
On 9 January 2020 the Group acquired F1000 Research for
consideration of £16.0m. The business is an open research
publishing company and forms part of the Taylor & Francis business.
On 17 January 2020 a payment of £26.6m ($35.0m) was made in
relation to the settlement of an option held by a third party that was
exercised on 15 January 2020. This related to an option associated
with certain Fashion events in the US.
On 22 January 2020 the Group gave notice of early repayment to the
holders of the private placement debt maturing in December 2020.
A principal repayment of $200.5m plus interest and make-whole
payments of $6.0m were paid on 24 February 2020.
In the first quarter of 2020 the Group secured a Surplus Credit
Facility of £750m with maturity of up to 30 months.
COVID-19
In 2020, our subscriptions-related businesses, representing around
35% of Group revenue, continue to trade well, underpinned by
strong Renewal Rates, at 90%+ on average, and consistent low to
mid-single digit growth in Annualised Contract Values. However, like
a number of businesses, we are seeing an impact from the outbreak
of COVID-19 within our Events portfolio. We are making all the
decisions necessary to look after colleagues and customers and
ensure the long-term strength of our brands and customer
relationships.
As the implications of COVID-19 started to become apparent in late
January, initially in Mainland China, we moved quickly to implement
our COVID-19 Action Plan, creating an internal framework for
decision making and actions to support colleagues, customers
and the specialist communities we serve.
This included the launch of a Postponement Programme to
reschedule and rephase our event brands, ensuring we made the
right decisions for our customers, for the brands we own and
operate, and for the specialist communities we serve and support.
We continue to monitor the situation and will take the steps
necessary to ensure the safety of colleagues and customers,
whilst managing our brands and businesses for long-term endurance
and value.
227
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Parent Company Balance Sheet as at 31 December 2019
Fixed assets
Investment in subsidiary undertakings
Other debtors: amounts falling due after one year
Current assets
Debtors due within one year
Cash at bank and on hand
Creditors: amounts falling due within one year
Net current assets
Creditors: amounts falling due after more than one year
Net assets
Capital and reserves
Share capital
Share premium account
Reserve for shares to be issued
Merger reserve
Capital redemption reserve
Profit and loss account
Equity Shareholders’ funds
Loss for the year ended 31 December
Notes
2019
£m
2018
£m
3
4
5
6
7
8
9
9
9
7,868.5
1,278.0
9,146.5
2,426.9
0.4
2,427.3
(1,198.6)
1,228.7
7,861.2
867.8
8,729.0
3,175.1
0.2
3,175.3
(1,572.5)
1,602.8
(3,083.6)
7,291.6
(2,737.5)
7,594.3
1.3
905.3
15.0
1.3
905.3
11.4
4,501.9
4,501.9
(17.4)
1,885.5
7,291.6
(2.3)
2,176.7
7,594.3
(16.6)
(48.4)
The financial statements of this Company, registration number 08860726, were approved by the Board of Directors and authorised for issue
on 9 March 2020 and were signed on its behalf by
Stephen A. Carter CBE
Group Chief Executive
Gareth Wright
Group Finance Director
228
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
Parent Company Statement of Changes in Equity for the year ended 31 December 2019
At 1 January 2018
Issue of share capital
Purchase of own shares
Share-based payment charge
Exercise of share awards
Loss for the year
Equity dividends
Transfer of vested LTIPs
At 1 January 2019
Purchase of own shares
Share-based payment charge
Loss for the year
Equity dividends
Transfer of vested LTIPs
At 31 December 2019
Share capital
£m
0.8
0.5
–
–
–
–
–
–
Share
premium
account
£m
905.3
–
–
–
–
–
–
–
1.3
905.3
–
–
–
–
–
–
–
–
–
–
1.3
905.3
Reserve for
shares to be
issued
£m
8.0
–
–
7.3
–
–
–
(3.9)
11.4
–
9.3
–
–
(5.7)
15.0
Merger
reserve
£m
955.1
3,544.6
–
–
2.2
–
–
–
4,501.9
–
–
–
–
–
Capital
redemption
reserve
£m
–
–
(2.3)
–
–
–
–
–
(2.3)
(15.1)
–
–
–
–
Profit and
loss account
£m
2,423.0
–
–
–
–
(48.4)
(201.8)
3.9
Total
£m
4,292.2
3,545.1
(2.3)
7.3
2.2
(48.4)
(201.8)
–
2,176.7
7,594.3
–
–
(16.6)
(280.3)
5.7
(15.1)
9.3
(16.6)
(280.3)
–
4,501.9
(17.4)
1,885.5
7,291.6
229
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Notes to the Parent Company Financial Statements for the year ended 31 December 2019
1. Corporate information
Informa PLC (the Company) is a company incorporated in the United Kingdom under the Companies Act 2006 and is listed on the London
Stock Exchange. The Company is a public company limited by shares and is registered in England and Wales with registration number
08860726. The address of the registered office is 5 Howick Place, London, SW1P 1WG.
Principal activity and business review
Informa PLC is the Parent Company of the Informa Group (the Group) and its principal activity is to act as the ultimate holding company of
the Group.
2. Accounting policies
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting
Council. The financial statements have therefore been prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the
UK and Republic of Ireland as issued by the Financial Reporting Council.
As permitted by FRS 102, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
share-based payments, financial instruments, presentation of a cash flow statement, standards not yet effective and related party
transactions. The Directors’ Report, Corporate Governance Statement and Directors’ Remuneration Report disclosures are on pages 112 to
147 of this report. The financial statements have been prepared on the historical cost basis except for the remeasurement of the derivative
financial instruments which are measured at fair value at the end of each reporting period. Having assessed the principal risks and the other
matters discussed in connection with the Group viability statement, the Directors have considered it appropriate to adopt the going concern
basis of accounting in preparing the financial statements.
There were no critical accounting judgements that would have a significant effect on the amounts recognised in the Company financial
statements or key sources of estimation uncertainty at the balance sheet date that would have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year. The principal accounting policies adopted are the
same as those set out in Note 2 to the Consolidated Financial Statements, with the exception of the merger reserve accounting treatment
arising from the Scheme of Arrangement in 2014. The Company’s financial statements are presented in pounds sterling, being the Company’s
functional currency.
Profit and loss account
As permitted by section 408 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 Company’s revenue for the year is £nil (2018: £nil), and loss after tax for the year
is £18.6m (2018: loss after tax £48.4m).
Share-based payment amounts that relate to employees of subsidiary Group companies are recorded as capital contributions to the relevant
Group company.
Investments in subsidiaries and impairment reviews
Investments held as fixed assets are stated at cost less any provision for impairment. Where the recoverable amount of the investment is less
than the carrying amount, an impairment is recognised. Impairment reviews are undertaken at least annually, or more frequently where there
is an indication of impairment.
230
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 3. Investments in subsidiary undertakings
Cost
At 1 January
Additions initial cash consideration relating to UBM plc
Additions share consideration relating to UBM plc
Additions – other1
At 31 December
2019
£m
7,861.2
–
–
7.3
2018
£m
3,664.0
643.5
3,545.1
8.6
7,868.5
7,861.2
1. Additions other includes deferred consideration of £nil (2018: £2.5m) related to UBM plc and £7.3m (2018: £6.1m) related to the fair value of share incentives issued to
employees of subsidiary undertakings during the year.
The listing below shows the direct subsidiary and other subsidiary undertakings as at 31 December 2019 which affected the profit or net
assets of the Company:
Company
Country of registration and operation
Principal activity
Informa Switzerland Limited
England and Wales
Holding company
Informa Global Sales, Inc.
UBM plc
US
UK
Domestic international sales corporation
Holding company
Details of subsidiaries controlled by the Company are disclosed in the Consolidated Financial Statements (Note 40).
4. Debtors falling due after one year
Amounts due from Group undertakings
Derivative financial instruments
Ordinary
Shares held
100%
100%
100%
2018
£m
867.8
–
867.8
2019
£m
1,275.5
2.5
1,278.0
Amounts due from Group undertakings falling due after one year are unsecured, interest bearing and repayable on demand. The interest rate
on amounts owed from Group undertakings is 0% (2018: 0%).
5. Debtors falling due within one year
Amounts owed from Group undertakings
Prepayments and accrued income
2019
£m
2,426.9
–
2,426.9
2018
£m
3,174.9
0.2
3,175.1
Amounts owed from Group undertakings falling due within one year are unsecured, interest bearing and repayable on demand. Interest rates
on amounts owed from Group undertakings range from 0% to 3.25% (2018: 0% to 5.25%).
6. Creditors: Amounts falling due within one year
Term loan
Bank overdraft
Amounts owed to Group undertakings
Other creditors and accruals
Current tax liabilities
2019
£m
–
–
2018
£m
156.9
24.0
1,172.8
1,364.5
23.6
2.2
23.5
3.6
1,198.6
1,572.5
Amounts owed to Group undertakings falling due within one year are unsecured, interest bearing and repayable on demand. Interest rates
on amounts owed to Group undertakings are 0% (2018: 0% to 5.1%).
231
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Statements
Notes to the Parent Company Financial Statements for the year ended 31 December 2019 continued
7. Creditors: Amounts falling due after one year
Revolving credit facility (RCF)1
Private placement loan notes1
Euro Medium Term Notes1
Derivative financial instruments
Amounts owed to Group undertakings
Other payables
1. Stated net of arrangement fees of £2.2m (2018: £0.9m).
2019
£m
54.8
871.3
1,268.1
22.4
867.0
–
2018
£m
77.6
900.4
877.9
24.1
854.1
3.4
3,083.6
2,737.5
Amounts owed to Group undertakings falling due after one year are unsecured, non-interest bearing and repayable on demand.
On 4 January 2018, the Company issued $400.0m of private placement loan notes with maturities of 7 years and 10 years.
On 15 February 2019, the RCF was replaced with a new facility with two tranches: £600m for a 5-year term to February 2024 and £300m for a
3-year term to February 2022. Interest is payable at the rate of LIBOR plus a margin. The RCF was drawn down at 31 December 2019 by £56.9m
(2018: £78.5m). On 24 January 2020, both tranches of RCF were extended by one further year, to February 2025 and February 2023
respectively.
The private placement loan notes total £872.9m ($1,150.0m) (2018: £902.3m ($1,150.0m)) and are stated net of £1.6m (2018: £1.9m)
of arrangement fees.
For the purpose of financing the UBM plc acquisition Informa commenced an EMTN programme. On 5 July 2018, the following bonds were
issued by the Company under the EMTN programme:
• An 8-year fixed term note, until July 2026, of value £300m with a 3.125% coupon rate
• A 5-year fixed term note, until July 2023, of value €650m with a 1.50% coupon rate
On 22 October 2019, the following bonds were issues to the Company under the EMTN programme:
• 8.5-year fixed term notes, until April 2028, of value €500m, with a 1.25% coupon rate
There are cross currency interest rate swaps over the EMTN borrowings where the Company receives the following:
• A fixed rate of interest for £300.0m of EMTN borrowings with an 8-year maturity and pays a fixed rate of interest for $393.7m
• A fixed rate of interest on €150.0m of EMTN borrowings with a 5-year maturity and pays a fixed rate of interest for $174.1m
• A fixed rate of interest on €500m of EMTN borrowings with an 8.5-year maturity and pays a fixed rate of interest for $551.6m
At 31 December 2019, the fair value of these swaps was a financial liability of £21.8m.
Amounts owed to Group undertakings falling due after one year are unsecured and non-interest bearing.
8. Share capital
Issued and fully paid
2019 and 2018: 1,251,798,534 Ordinary Shares of 0.1p each
At 1 January
Issue of shares in relation to acquisition of UBM plc
Other issue of shares in relation to satisfying UBM SAYE shares
31 December
232
2019
£m
1.3
2018
£m
1.3
2019
Number of
shares
2018
Number of
shares
1,251,798,534
824,005,051
–
–
427,536,794
256,689
1,251,798,534
1,251,798,534
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019
9. Capital and reserves
Share capital
On 30 May 2014, under a Scheme of Arrangement, 603,941,249 Ordinary Shares of 435p each in the Company were allotted to Shareholders.
On 4 June 2014, a capital reduction took place which resulted in a reduction in share capital of £2,626.5m and the establishment of a
distributable reserve of the same amount. This involved the nominal value per share of the issued share capital of the Company of
603,941,249 shares being reduced from 435p per share to 0.1p per share. During 2014, the Company also issued 45,000,000 Ordinary Shares
of 0.1p for consideration of £207.0m.
On 11 October 2016, the Company issued 162,234,656 Ordinary Shares of 0.1p each through a 1-for-4 rights issue to part-fund the Penton
acquisition. The shares were issued at £4.41 each and raised gross proceeds before expenses of £715.5m. On 2 November 2016, the Company
issued 12,829,146 Ordinary Shares to the sellers of the Penton business in part consideration for the sale (Consideration Shares). Share capital
as at 31 December 2016 and 2017 amounted to £0.8m (824,005,051 shares at 0.1p).
The Company issued 427,536,794 shares on 18 June 2018 in connection with the acquisition of UBM plc, which at the acquisition-date closing
share price of £8.29 resulted in an increase in share capital of £0.5m. The Company also issues 256,689 shares issued in 2018 to satisfy UBM
SAYE scheme awards maturing in the post-acquisition period.
Share premium
In 2014, the Company issued 45,000,000 Ordinary Shares of 0.1p with the share premium (net of transaction costs) being £204.0m. Share
premium as at 31 December 2014 and 2015 amounted to £204.0m. On 11 October 2016, the Company issued 162,234,656 Ordinary Shares
of 0.1p each through a 1-for-4 rights issue. The shares were issued at £4.41 each and resulted in share premium (net of transaction costs) of
£701.3m. Share premium as at 31 December 2018 and 2019 amounted to £905.3m.
Merger reserve
On 30 May 2014, under a Scheme of Arrangement, the Company subscribed to shares in Informa Switzerland Limited, formerly Old Informa,
a subsidiary undertaking, which were valued at £3,500.0m. This resulted in new share capital of £2,627.1m from the issue of 603,941,249
shares at a nominal value of 435p and the creation of a merger reserve of £872.9m.
On 2 November 2016, the Company acquired Penton Information Services and the Group issued 12,829,146 Ordinary Shares to the vendors,
with the £82.2m share premium on the shares issued recorded against the merger reserve in accordance with the merger relief rules of the
Companies Act 2006.
The Company acquired UBM plc on 15 June 2018 and issued 427,536,794 shares resulting in an increase in the merger reserve of £3,544.6m.
The Company also issued 256,689 shares in 2018 to satisfy UBM SAYE scheme awards maturing in the post-acquisition period and there was
an increase in the merger reserve of £2.2m in relation to the issue of these shares.
Profit and loss account
On 4 June 2014, a capital reduction took place which resulted in a reduction in share capital of £2,626.5m and the establishment of
a distributable reserve of the same amount. This involved the nominal value per share of the issued share capital of the Company of
603,941,249 shares being reduced from 435p per share to 0.1p per share.
The distributable reserves of the Company are not materially different to the profit and loss account balance, with distributable reserves
of £1,872.5m at 31 December 2019 (31 December 2018: £2,169.4m).
As at 31 December 2019, the Informa Employee Share Trust (EST) held 958,988 (2018: 564,091) Ordinary Shares in the Company with a market
value of £8.2m (2018: £3.6m). The shares held by the EST relating to ShareMatch have not been allocated to individuals, whilst shares relating
to the Deferred Share Bonus Plan have been allocated to individuals as set out in the Directors’ Remuneration Report on pages 131 to 143. As
at 31 December 2019, the ShareMatch Scheme held 474,878 (2018: 411,812) matching Ordinary Shares in the Company at a market value of
£4.1m (2018: £2.6m).
Details of the description of reserves are disclosed in the Consolidated Financial Statements (Note 36).
10. Share-based payments
Details of the share-based payments are disclosed in the Consolidated Financial Statements (Note 10).
11. Dividends
During the year an interim dividend of £94.5m (2018: £88.2m) and a final dividend for the prior year of £185.8m (2018: £113.6m) were
recognised as distributions by the Company. Details of dividends are disclosed in the Consolidated Financial Statements (Note 14).
12. Related parties
The Directors of Informa PLC had no material transactions with the Company or its subsidiaries during the year other than service contracts
and Directors’ liability insurance. Details of Directors’ remuneration are disclosed in the Remuneration Report. The Company has taken
advantage of the exemption that transactions with wholly owned subsidiaries do not need to be disclosed.
233
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Audit exemption
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year
ended 31 December 2019:
Registration
number
01609566
04501364
03805559
03194381
04109768
08164609
02306113
Audit exempt company
Informa Six Limited
Informa Three Limited
Informa Tech Research Limited
Informa Telecoms & Media Limited
Informa UK Limited
Informa US Holdings Limited
James Dudley International Limited
07634779
Light Reading UK Limited
03212879
04967656
04159695
04214439
09813559
05803263
04790559
01844717
03007085
03119071
02748477
01835199
02922734
05202490
12008055
12007958
12008044
12008165
08774672
08940353
03094797
03099067
03849198
02972059
09893243
08851438
00495334
05845568
LLP Limited
London-on-Water Limited
MAI Luxembourg SE
Mapa International Limited
Miller Freeman Worldwide Limited
MRO Exhibitions Limited
MRO Network Limited
MRO Publications Limited
OES Exhibitions Limited
OTC Publications Limited
Penton Communications Europe Limited
Roamingtarget Limited
Routledge Books Limited
Taylor & Francis Books Limited
Taylor & Francis Group Limited
Taylor & Francis Publishing Services Limited
TU-Automotive Holdings Limited
TU-Automotive Limited
UBM Aviation Worldwide Limited
UBM (GP) No 1 Limited
UBM International Holdings SE
UBM Property Limited
UBM Property Services Limited
UBMG Holdings
UBMG Services Limited
United Consumer Media SE
United Finance Limited
United Newspapers Publications Limited
Registration
number
04606229
04595951
11971005
00991704
01072954
09319013
02394118
08823359
03610056
10621549
SE000010
04757016
01750865
02737787
09375001
02732007
09958003
02765878
02805376
05419444
03177762
03215483
02280993
03674840
09823826
09798474
04226716
03259390
SE000009
08227422
03212363
00152298
03666160
SE000008
00948730
00235544
Audit exempt company
Afterhurst Limited
AMA Research Limited
Blessmyth Limited
Canrak Books Limited
Colonygrove Limited
Colwiz UK Limited
Datamonitor Limited
Design Junction Limited
DIVX Express Limited
Dove Medical Press Limited
Ebenchmarkers Limited
E-Health Media Limited
Futurum Media Limited
Green Thinking (Services) Limited
Hirecorp Limited
IBC (Ten) Limited
IBC (Twelve) Limited
IBC Fourteen Limited
IIR (U.K. Holdings) Limited
Informa Connect Limited
IIR Management Limited
Informa Exhibitions Limited
Informa Finance Australia Limited
Informa Finance Brazil Limited
Informa Finance Egypt Limited
Informa Finance Mexico Limited
Informa Finance UK Limited
Informa Finance USA Limited
Informa Global Markets (Europe) Limited
Informa Group Limited
Informa Holdings Limited
Informa Markets Limited
Informa Manufacturing Limited
Informa Markets (Europe) Limited
Informa Markets (Maritime) Limited
Informa Overseas Investments Limited
234
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Glossary of terms: alternative performance measures
The Group provides adjusted results and underlying measures in addition to statutory measures, in order to provide additional useful
information on business performance trends to Shareholders. The Board considers these non-GAAP measures as the most appropriate way
to measure the Group's performance because it aids comparability to the prior year and is also in line with the similarly adjusted measures
used by peers and therefore facilitates comparison.
The terms “adjusted” and “underlying” are not defined terms under IFRS and may not therefore be comparable with similarly-titled
measurements reported by other companies. These measures are not intended to be a substitute for, or superior to, IFRS measurements.
The Financial Review provides reconciliations of alternative performance measures (APMs) to statutory measures and also provides the basis
of calculation for certain APM metrics. These APMs are provided on a consistent basis with the prior year.
Adjusted net interest payable
Adjusted net interest payable is the sum of finance costs and investment income and excludes adjusting items in investment income and
finance costs.
Adjusted results and adjusting items
Adjusted results exclude items that are commonly excluded across the media sector: amortisation and impairment of goodwill and intangible
assets relating to businesses acquired and other intangible asset purchases of book lists, journal titles, acquired databases and brands related
to exhibitions and conferences, acquisition and integration costs, profit or loss on disposal of businesses, restructuring costs and other items
that in the opinion of the Directors would impact the comparability of underlying results. Adjusting items are detailed in Note 8 to the
Consolidated Financial Statements.
Adjusted results are prepared for the following measures which are provided in the Consolidated Income Statement on page 159: Adjusted
operating profit, Adjusted net finance costs, Adjusted profit before tax (PBT), Adjusted tax charge, Adjusted profit after tax (PAT), Adjusted
earnings, and Adjusted diluted earnings per share. Adjusted operating margin, Adjusted tax rate and Adjusted EBITDA are used in the
Financial Review on pages 96, 98 and 101 respectively.
Dividend cover
Dividend cover is the ratio of adjusted diluted earnings per share to dividends per share for the year, and is provided to enable year-on-year
comparability on the level at which dividends are covered by earnings. Dividends consist of the interim dividend that has been paid for the
year and the proposed final dividend for the year. Diluted earnings per share are adjusted to be stated before adjusting items impacting
earnings per share. The Financial Review on page 100 provides the calculation of dividend cover.
Dividend payout ratio
This is ratio of the total amount of dividends per share paid and proposed to Shareholders relating to a financial year relative to the adjusted
earnings per share for the year.
EBITDA
• EBITDA is earnings before interest, tax, depreciation, amortisation and other non-cash items such as share-based payments
• Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and other non-cash items such as share-based payments and
before adjusting items
• Covenant-adjusted EBITDA for interest cover purposes is earnings before interest, tax, depreciation and amortisation and adjusting items.
It is adjusted to be on a pre-IFRS 16 basis
• Covenant-adjusted EBITDA for leverage purposes is earnings before interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to include a full year’s trading for acquisitions and remove trading results for disposals, and adjusted to be on a pre-IFRS 16 basis
Effective tax rate
The effective tax rate is shown as a percentage and is calculated by dividing the adjusted tax charge by the adjusted profit before tax.
The Financial Review on page 98 provides the calculation of the effective tax rate.
Free cash flow
Free cash flow is a key financial measure of cash generation and represents the cash flow generated by the business before cash flows relating
to acquisitions and disposals and their related costs, dividends, and any new equity issuance or purchases and debt issues or repayments.
Free cash flow is one of the Group’s key performance indicators, and is an indicator of operational efficiency and financial discipline,
illustrating the capacity to reinvest, fund future dividends and repay down debt. The Financial Review on page 101 provides a reconciliation
of free cash flow to statutory measures.
235
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Glossary of terms: alternative performance measures continued
Interest cover
Interest cover is calculated according to the Group’s debt covenants and is the ratio of covenant-adjusted EBITDA for interest cover purposes
to adjusted net finance costs and excluding finance fair value items. It is provided to enable the assessment of our debt position together with
our compliance with these specific debt covenants. The Financial Review on page 104 provides the basis of the calculation of interest cover.
Leverage ratio
The leverage ratio is calculated according to the Group’s debt covenants and is the ratio of net debt to covenant-adjusted EBITDA for leverage
purposes, and is provided to enable the assessment of our debt position together with compliance with our specific debt covenants.
Covenant-adjusted net debt is translated using average exchange rates for the 12-month period and is adjusted to include deferred
consideration payable, to exclude derivatives associated with borrowings and to be on a pre-IFRS 16 basis. The Financial Review on page 103
provides the basis of the calculation of the leverage ratio.
Operating cash flow and operating cash flow conversion
Operating cash flow is a financial measure used to determine the efficiency of cash flow generation in the business and is measured by and
represents free cash flow before interest, tax, restructuring and reorganisation costs. The Financial Review on page 101 reconciles operating
cash flow to statutory measures.
Operating cash flow conversion is a measure of the strength of cash generation in the business and is measured as a percentage by dividing
operating cash flow by adjusted operating profit in the reporting period. The Financial Review on page 102 provides the calculation of
operating cash flow conversion.
Pro-forma EPS
Pro-forma adjusted diluted EPS has been prepared to provide a useful year-on-year comparable. In 2019 it is calculated by adjusting 2018
diluted adjusted EPS to reflect a full 12 months of ownership of UBM, to remove the ownership of Life Sciences media brands portfolio results
and to adjust 2018 for related finance costs and share issuance to make them comparable with 2019. The Financial Review on page 100
provides the calculation of pro-forma EPS.
Underlying measures of growth
Underlying measures of growth refer to revenue and adjusted operating profit results adjusted for acquisitions and disposals, the phasing
of events, including biennials, the impact of changes from implementing new accounting standards and accounting policy changes (e.g.
IFRS 16 from 2019) and the effects of changes in foreign currency by adjusting the current year and prior year amounts to use consistent
currency exchange rates. Phasing and biennial adjustments relate to the alignment of comparative period amounts to the timing of events
in the current year. Currency changes reflect the adjustments for the movements in average foreign exchange rates from the prior year
applied to revenue and operating profit. The results from acquisitions are included on a pro-forma basis from the first day of ownership
in the comparative period. Disposals are similarly adjusted for on a pro-forma basis to exclude results in the comparative period from the
date of disposal. Underlying measures are provided to aid comparability of revenue and adjusted operating profit results against the prior
year. The Financial Review on page 96 provides the reconciliation of underlying measures of growth to reported measures of growth in
percentage terms.
236
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Five year summary
Results from operations
Revenue
Adjusted operating profit
Statutory operating profit
Statutory profit before tax
Profit attributable to equity holders of the parent
Free cash flow
Net assets
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Key statistics from continuing operations (in pence)
Earnings per share
Diluted earnings per share
Adjusted earnings per share
Adjusted diluted earnings per share
Dividends per share
1. 2018 net assets restated for finalisation of UBM acquisition accounting (see Note 4).
2019
£m
20181
£m
2017
£m
2016
£m
2015
£m
2,890.3
2.369.5
1,756.8
1,344.8
1,212.2
933.1
538.1
318.7
225.5
722.1
732.1
363.2
282.1
207.9
503.2
544.9
344.7
268.2
310.8
400.9
415.6
198.6
178.1
171.5
305.7
10,000.3
10,328.7
722.2
(1,583.8)
(3,300.7)
5,838.0
715.1
(1,530.8)
(3,441.4)
6,071.6
4,356.6
460.5
(1,117.7)
(1,470.4)
2,229.0
4,542.3
489.3
(1,048.8)
(1,795.0)
2,187.8
18.0
18.0
51.5
51.3
19.7
19.7
49.4
49.2
37.7
37.6
46.2
46.0
23.6
23.6
42.2
42.1
365.6
236.5
219.7
171.4
303.4
2,731.9
327.9
(650.0)
(1,141.7)
1,268.1
24.3
24.3
39.5
39.5
23.50
21.90
20.45
19.30
18.50
237
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements
Financial Statements
Shareholder information
Annual General Meeting
Informa’s 2020 AGM will be held at our offices at 240 Blackfriars
Road, London, SE1 8BF on Friday 12 June 2020 at 11.00 am. Details of
the resolutions that will be considered at the AGM are set out in the
Notice of Meeting, available on our website at www.informa.com.
Registrars
All general enquiries about holdings of Ordinary Shares in Informa
PLC should be addressed to our Registrar, Computershare:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ
Helpline: +44 (0)370 707 1679
www.investorcentre.co.uk
The helpline is available Monday to Friday, 8.30 am to 5.30 pm.
To access shareholding details online, go to Computershare's website
at www.investorcentre.co.uk. To register to use the website, you will
need your shareholder reference number, shown on your share
certificate or dividend voucher.
The website enables you to:
• View and manage all your shareholdings
• Register for electronic communications
• Buy and sell shares online with the dealing service
• Deal with other matters such as a change of address, transferring
shares or replacing a lost certificate
Electronic shareholder communications
As part of Informa’s commitment to the sustainable use of natural
resources and reducing our environmental impact, we offer all
Shareholders the opportunity to elect to register for electronic
communications. To do so, please visit www.investorcentre.co.uk/
ecomms.
Dividend and dividend reinvestment
Informa currently proposes to pay dividends in July and September
this year.
Shareholders may have their dividends paid directly into a bank or
building society account. To do this, complete the dividend mandate
instruction form available at www.investorcentre.co.uk or contact
our Registrar using the details above.
To receive dividends in a different currency, you will need to register
for the global payments service provided by our Registrar. Further
information is available at www.investorcentre.co.uk.
Share dealing
Shareholders can buy or sell Informa PLC shares using a share
dealing facility operated by our Registrar. Dealing can be undertaken
online or by telephone. Further information, including details of
eligibility and costs, can be found on www.investorcentre.co.uk or by
calling 44 (0)370 703 0084 between 8.00 am and 4.30 pm Monday to
Friday. You should have your shareholder reference number to hand
when logging on or calling.
UK regulations require the Registrar to check that you have read and
accepted the Terms & Conditions before being able to trade, which
could delay your first telephone trade. If you wish to trade quickly,
we suggest visiting www.investorcentre.co.uk having first registered
online at www.computershare.trade.
ShareGift
ShareGift (registered charity no. 1052686) is an independent charity
which takes holdings of shares that may be unwanted, aggregates
those shares and sells them for the benefit of thousands of charities.
If you have a small shareholding in Informa and would like to support
this initiative, see the ShareGift website at www.ShareGift.org, email
help@sharegift.org or call +44 (0)20 7930 3737.
238
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 ADR programme for US investors
Since 2013 Informa has maintained a Level I American Depositary
Receipt (ADR) programme with BNY Mellon. Each Informa ADR
represents two Ordinary Shares and they trade on the over-the-
counter market in the US under the symbol IFJPY, ISIN US45672B2060.
Information on Informa’s ADRs can be found at www.bnymellon.
com/dr. Informa’s Ordinary Shares continue to trade on the Premium
Main Market of the London Stock Exchange under the symbol INF,
ISIN: GB00BMJ6DW54.
Tips on protecting your shareholding:
• Ensure all your certificates are kept in a safe place or hold your
shares electronically in CREST via a nominee
• Keep all documentation containing personal share information in
a safe place and destroy any correspondence you do not wish to
keep by shredding it
• Know when the dividends are paid and consider having your
dividend paid directly into your bank rather by cheque
Protecting your investment from share register fraud
UK law means that companies are required to make their
shareholder registers public, and it is not possible to control
who inspects the registers and how that information is used.
• If you change address or bank account, inform the Registrar
immediately. If you receive a letter from the Registrar regarding
a change of address or bank details that you did not instigate,
contact it immediately on +44 (0)370 707 1679
• If you are buying or selling shares, only deal with brokers
registered in the UK or in your country of residence
There are reports that shareholders in many different companies
have received unsolicited phone calls or correspondence about
investment matters, and it is highly recommended to be very wary
of any approaches that involve unsolicited investment advice or
offers to buy or sell any shares.
If you receive any unsolicited phone calls or correspondence.
• Do not give out or confirm any personal information
• Record the name of the person who contacted you and
their organisation
• Do not hand over any money without checking that the
organisation is properly authorised by the Financial Conduct
Authority (FCA) and doing further research. You can check at
www.fca.org.uk.
If you think you may have been targeted, report the matter to the
FCA as soon as possible. Further information can be found on the
FCA’s website at www.fca.org.uk or by calling its helpline on
0800 111 6768 from UK or +44 (0)20 7066 1000 from outside the UK.
You should also notify the Registrar by calling 0370 707 1679.
239
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019CHAMPIONING THE SPECIALISTStrategic ReportGovernanceFinancial Statements Financial Statements
Advisers
Auditor
Deloitte LLP
1 New Street Square
London EC4A 3HQ
UK
www.deloitte.com
Stockbrokers
Joint Stockbroker
BAML
2 King Edward Street
London EC1A 1HQ
UK
www.bofaml.com
Joint Stockbroker
Morgan Stanley
25 Cabot Square
London E14 5AB
UK
www.morganstanley.com
Depository Bank
BNY Mellon
Depositary Receipts
101 Barclay Street, 22nd Floor
New York NY 10286
United States
www.adrbnymellon.com
Principal Solicitors
Clifford Chance LLP
10 Upper Bank Street
London E14 5JJ
UK
www.cliffordchance.com
Strategic Financial Advice
Rothschild
New Court
St Swithin’s Lane
London EC4N 8AL
UK
www.rothschild.com
Communications Advisers
Teneo
6 More London Place
London SE1 2DA
UK
www.teneo.com
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
UK
www.computershare.com
Legal notices
Notice concerning forward-looking statements
This Annual Report contains forward-looking statements. Although the Group believes that the expectations reflected in such forward-
looking statements are reasonable, these statements are not guarantees of future performance and are subject to a number of risks and
uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking
statements. The terms “expect”, “estimate”, “forecast”, “target”, “believe”, “should be”, “will be” and similar expressions are intended to identify
forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include,
but are not limited to, those identified under Principal Risks and Uncertainties” on pages 84 to 90 of this Annual Report. The forward-looking
statements contained in this Annual Report speak only as of the date of publication of this Annual Report and the Group therefore cautions
readers not to place undue reliance on any forward-looking statements.
Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Group’s expectations
or any change in events, conditions or circumstances on which any such statement is based.
Website
Informa’s website www.informa.com gives additional information on the Group. Information made available on the website
does not constitute part of this Annual Report.
240
INFORMA PLC ANNUAL REPORT AND ACCOUNTS 2019 Informa is grateful to the following for their support and
contribution to the production of this Annual Report:
Consultancy, design and production by Luminous
www.luminous.co.uk
Cover, markets and divisional illustrations by Janis Andzans
Board of Directors photography by Simon Jarratt
All information in this report is © Informa PLC 2019 and may
not be used in whole or part without prior permission.
We use biodegradable
vegetable based inks.
All waste paper,
chemicals and other
materials generated in
the manufacturing
process are recycled.
This report is printed
on 100% recycled,
FSC certified paper in
an ISO14001 and FSC
accredited, Carbon
Neutral factory.
All remaining
production and
shipping emissions are
offset using certified
high quality carbon
offsets and our
calculations verified
by a third party.
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9
These are some of Informa’s office locations around the world
Europe
London (Registered Office)
5 Howick Place, SW1P 1WG
+44 (0)20 7017 5000
info@informa.com
www.informa.com
London Blackfriars
240 Blackfriars, SE1 8BF
London Maple House
149 Tottenham Court Road, W1T 7AD
London Blue Fin Building
110 Southwark Street, SE1 0SU
Colchester
Sheepen Place, Essex, CO3 3LP
Milton Park
2, 3 and 4 Park Square, Milton Park, OX14 4RN
Amsterdam
De Entreé 73, 1101 B, Amsterdam
Monaco
7, rue Suffren-Reymond - Le Suffren,
MC 98000, Monaco
Americas
New York
605 Third Avenue, New York, NY 10158
Washington DC
2121 K Street NW, Washington DC, DC 20037
Philadelphia
530 Walnut Street, Philadelphia, PA 19106
Boston
Two International Place, Fort Hill Square, MA 02110
Boca Raton
6000 Broken Sound, Parkway NW, Boca Raton, FL
Kansas City
9800 Metcalf Avenue, Overland Park, KS 66212
Boulder
5541 Central Avenuev, Boulder, CO 80301
Phoenix
2020 North Central Avenue, Phoenix, AZ 85004
Dallas
6191 N. State Highway, Suite 500, Irving, TX 75038
San Francisco
303 2nd Street, San Francisco, CA 94107
Santa Monica
28th St, Suite 100, Santa Monica, CA 90405
Toronto
20 Eglinton Avenue West, Toronto
Mexico City
Benjamin Franklin 325, Delegacion Cuauhtemoc,
Mexico DF 06100
Middle East/Australasia
Istanbul
Smart Plaza B Blok, Rüzgarlıbahçe Mah.
Kavak Sok, Kavacık Beykoz, Istanbul
Bahrain
PO Box 20200 Manama, Bahrain
Cairo
7H Building, Street 263, New Maadi, Cairo
Dubai
Level 20, World Trade Centre, Tower,
PO Box 9292, Dubai
Mumbai
Times Square, Andheri-Kurla Road,
Mumbai 400 059
New Delhi
1, Jai Singh Road, New Delhi 110001
Hong Kong
17/F China, Resources Building,
26 Harbour Road, Wanchai
Shanghai
9/F Ciros Plaza, No. 388 West Nanjing Road,
Shanghai 200003
Singapore
Visioncrest Building, 103 Penang, Singapore 238467
Kuala Lumpur
Sunway Visio Tower, Lingkaran SV, Sunway,
Velocity 55100, Kuala Lumpur
Tokyo
Kanda 91 Building, Chiyoda-ku, Tokyo 101-0044
São Paulo
Avenida Dra Ruth Cardoso, 05425-902 São Paulo
Sydney
24 York Street, NSW 2000