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Annual Report and Financial Statements 2015 C Ommunisis Communisis plc Longbow House 14-20 Chiswell Street London EC1Y 4TW Tel: +44 (0) 207 382 8950 Annual Report and Financial Statements 2015 C ommunisis www.communisis.com plc Annual Report and Financial Statements 2015 Designed, produced and deployed by Communisis plc P140 Andy Blundell Front cover image: Celia Bush “ We have delivered an improvement across all key performance metrics during 2015. Adjusted operating margin moved further ahead and bottom-line profitability contributed to a doubling in free cash flow. Significant contract renewals and our new business pipeline will enable us to continue delivering growth, profitability and value in 2016.” Andy Blundell, Chief Executive 3 March 2016 Contents 1. Highlights .................................................................................................................................. 4 2. Chairman’s Statement ............................................................................................................7 3. Strategic Report ...................................................................................................................... 9 Risks and Uncertainties .................................................................................................26 Our People and Organisation .........................................................................................30 Corporate Social Responsibility Report .........................................................................36 4. Governance ............................................................................................................................ 41 Board of Directors and Executive Board.........................................................................42 Directors’ Report ...........................................................................................................45 Corporate Governance Report .......................................................................................50 Audit Committee Report .............................................................................................. 54 Statement of Directors’ Responsibilities .......................................................................56 Directors’ Remuneration Report....................................................................................58 5. Financial Statements ............................................................................................................71 Consolidated Income Statement...................................................................................72 Consolidated Statement of Comprehensive Income .....................................................73 Consolidated Balance Sheet ..........................................................................................74 Consolidated Cash Flow Statement ...............................................................................75 Consolidated Statement of Changes in Equity ...............................................................76 Notes to the Consolidated Financial Statements........................................................... 77 Company Balance Sheet .............................................................................................. 120 Statement of Changes in Equity.................................................................................... 121 Notes to the Company Financial Statements ............................................................... 122 Report of the Auditor on the Consolidated Financial Statements................................ 136 6. Shareholder Information..................................................................................................144 3 Highlights | Communisis plc Annual Report and Financial Statements 2015 1. Highlights Financial highlights • Significant improvement across all key performance metrics • Strong growth in profitability, operating margin and earnings per share • Free cash flow doubled • Dividend increase for the fifth consecutive year Free cash flow (£m) Adjusted operating profit (£m) 2015 12 2015 18.3 2014 6 2014 16 2013 (5.6) 2013 13.3 Profit before tax (£m) Adjusted EPS (pps) 2015 5.18 2015 1 7. 3 2014 (13.2) 2014 4.62 2013 6.3 2013 4.19 2015 2014 Constant £m £m As Reported Currency* Total revenue 354.2 343.0 +3% +6% Adjusted operating profit** 18.3 16.0 +14% +20% Adjusted operating margin** 7.6% 6.9% +10% +13% Adjusted earnings per share*** 5.18p 4.62p +12% +21% Dividend per share 1.47p 1.33p +10% +10% Profit before tax 17.3 (13.2) Free cash flow 12.0 6.0 Net debt 39.4 35.9 * Constant currency: the reported numbers excluding the effects of changes in exchange rates on the translation into Sterling of results denominated in foreign currencies. ** Adjusted operating profit and operating margin (excluding pass through): before exceptional items and the amortisation of acquired intangibles. *** Adjusted earnings per share: fully diluted and excluding the after tax effects of exceptional items and the amortisation of acquired intangibles. 4 Communisis plc Annual Report and Financial Statements 2015 | Highlights Operational highlights developed, providing multi-channel People Growth customer messaging services • Delivery becomes more people • Organic sales growth • Increased international presence orientated Significant new multi-year contractual – Increase in the number of Clients – Streamlined Board structure and relationships: active in overseas markets to 28 re-alignment of senior leadership – Contractual renewals with Barclays, – T hree new locations in Bucharest, – Focus on succession planning with RBS, Centrica and EE, improving Milan and Warsaw. New hub opening significant progress in building long-term visibility in Dubai in March 2016 our talent pipeline. Twelve middle – New contract with Legal & General – Encouraging new business pipeline managers enrolled on fast-track for printed matter and print logistics development programme services. Three years commencing in Efficiency – Graduate recruitment programme April 2016 re-instated and apprenticeships • Progress to optimise cost base – New contract with AXA UK for programme expanded incoming and outgoing marketing – Further site consolidation across and customer communication the Group services. Awarded in February 2015 – Establishment of shared-services for a six-year term function to maximise back-office synergies across three Divisions • Broadened service offering – Improved productivity including – I ncreasing focus on offering Clients targeted investment in high-speed an integrated service across all technology Divisions – C apabilities extended through acquisition of insight-led shopper marketing agency Life Marketing Consultancy (“Life”) – N ew digital services platform Growth Efficiency People 5 6 Peter Hickson Communisis plc Annual Report and Financial Statements 2015 | Chairman’s Statement 2. Chairman’s Statement Results Client successes included the renewal of appointed as Non-Executive Director long-term contracts with Barclays, RBS, in December 2007 and most recently Our aim is to build on our heritage as a Centrica and EE, plus new relationships had the role of Strategic and Corporate trusted partner to our Clients in physical with AXA and Legal & General. These Development Director. Dave Rushton communication whilst driving the pace of deals give us good long-term visibility joined Communisis in 2003 as General digital adoption. To achieve this we focus and the opportunity to further expand Manager for Transactional Print and most on a strategy which is based on three the service offerings over time. recently fulfilled the position of Group pillars – Growth, Efficiency and People. 2015 Managing Director. The Board is most Market leadership in key service lines has showed good progress on all these fronts. grateful for their contribution over many been maintained and is reaping rewards; The Group has doubled in scale over years and wishes them well for the future. our Produce division is the UK’s number the past five years and, on behalf of our one provider of outbound transactional Clients, we now communicate with the services for billing and statements, with Outlook majority of the UK’s adult population and a Client focus in financial services and nearly every household on a regular basis. We are encouraged by increasing utilities. Deploy is a growth engine taking The past five years has also seen our demand for the Group’s integrated advantage of the emerging strategic international presence expand to a fifth marketing services. In 2016 contract market to manage brand equity such as of total revenue. wins, together with our new business point-of-sale on an international basis for pipeline, position Communisis for Fast Moving Consumer Goods (“FMCG”) In 2015 Communisis has delivered another year of profitable growth. Clients. We are rapidly moving into new a strong performance with a sixth The Board is focused on the creation geographies, the latest being our Dubai consecutive year of growth, underpinned of value; meaning bottom-line profit office as well as upstream service areas, by long-term contracts and increasingly translating to improving free cash flow such as shopper-marketing. The first embedded Client relationships. and progressively lower debt. phase to build capability in our Design There has been improvement across all division is complete; this will offer the key key financial metrics in 2015. Adjusted capabilities for customer engagement operating profit increased 14% to £18.3m both directly
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