Financial Statements Certain Measures That Are Not Required Under International Financial Reporting Standards (IFRS)

Total Page:16

File Type:pdf, Size:1020Kb

Financial Statements Certain Measures That Are Not Required Under International Financial Reporting Standards (IFRS) Hyve Group plc Annual Report 2020 and Accounts Reset, renew, evolve. Hyve Group plc Annual Report and Accounts 2020 In this report Strategic report Our performance in 2020 02 Group overview 1 04 Our response to COVID-19 Revenue Like-for-like revenue growth 06 Restarting in-person events (£m) (%) 08 Chief Executive Officer’s statement 2020 105.1 2020 (11) 12 Chairman’s statement 2019 220.7 2019 7 14 Business model 2018 175.7 2018 11 16 Our strategy 2017 152.6 2017 5 24 Principal risks and uncertainties 2016 134.4 2016 (8) 28 Going concern and viability statement 30 Chief Finance & Operations Officer’s statement Headline diluted earnings per share1,2 Headline (loss)/profit before tax1 40 Key performance indicators (p) (£m) 42 Divisional trading summary 46 Section 172(1) statement 2020 (13.6) 2020 (18.7) 50 Our people and values 2019 27.8 2019 50.4 52 Corporate social responsibility 2018 27.5 2018 35.4 54 Non-financial information 2017 28.6 2017 31.6 Governance 2016 37.4 2016 36.5 56 Governance at a glance (Loss)/profit before tax Adjusted net debt1 58 Board of Directors (£m) (£m) 60 Corporate governance report 2020 (312.9) 2020 67.7 64 Directors’ report 67 Audit Committee report 2019 8.7 2019 111.7 71 Risk Committee report 2018 (3.7) 2018 82.7 72 Nomination Committee report 2017 (3.2) 2017 49.7 74 Remuneration Committee report 2016 (4.1) 2016 59.1 77 Directors’ remuneration report 1 In accordance with the ESMA Guidelines on Alternative Performance Measures (APMs) issued by 90 Directors’ responsibilities statement the European Securities and Markets Authority (ESMA), additional information is provided on APMs used by the Group in the Glossary. In the reporting of financial information, the Group uses Financial statements certain measures that are not required under International Financial Reporting Standards (IFRS). These additional measures provide additional information on the performance of the business and 92 Independent auditor’s report trends to stakeholders and are defined in the Glossary. 100 Consolidated income statement 2 Headline diluted earnings per share for 2016 and 2017 have been restated for the bonus elements of the rights issues in July 2018 and May 2020. Headline diluted earnings per share for 2018 and 2019 101 Consolidated statement of have been restated for the bonus element of the rights issue in May 2020. comprehensive income 102 Consolidated statement of changes in equity 103 Consolidated statement of financial position 104 Consolidated cash flow statement How we are restarting 105 Notes to the consolidated accounts 146 Company statement of financial position events in some regions 147 Company statement of changes in equity We have worked with major venues, 148 Notes to the Company accounts industry bodies, national health authorities and other event organisers to drive 155 Glossary international standards of event safety 158 Shareholder information while simultaneously launching our 160 Directors, advisers and other information own Safe & Secure standards. 57 events held Read more | p.06 The Strategic report was approved by the Board in FY20 and signed on its behalf by Mark Shashoua, Chief Executive Officer, on 1 December 2020. Mark Shashoua Learn more about Hyve at: hyve.group Strategic report Governance Financial statements Looking ahead Hyve’s market-leading events are ideally placed to service the pent-up demand for learning, networking and trading while stimulating the global economy. Read about how we’re securing our recovery through responding p.18 to evolving customer needs. hyve.group 01 Group overview Who we are Hyve Group plc is a next-generation events business, powering global industry communities. We create unmissable experiences, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Our market-leading in-person events offer our customers unbeatable return on investment and time. Each event provides access to the latest insights and trends, thought-provoking content and countless opportunities to learn, network and trade. Where business is personal, where meetings move markets and where today's leaders inspire tomorrow’s. The impact of COVID-19 As a global provider of in-person events, Hyve has been significantly impacted by COVID-19, both in terms of varying local restrictions on business events and by international travel constraints. Read about how we have responded to the pandemic and the work we have done to ensure we weather the crisis and emerge stronger. Read more | p.04 02 Hyve Group plc Annual Report and Accounts 2020 Strategic report Governance Financial statements Events in 2020 57 67 events ran events were in FY20 cancelled due to COVID-19 3 events were postponed to FY21 due to COVID-19 Our geographic reach 2019 2020 Total 2020 revenue Global Brands UK Russia £105.1m £31.8m £24.7m £21.8m 30% 24% 21% 100% Asia £17.1m 16% Central Eastern Asia & Southern £5.7m Europe 5% £4.0m 4% hyve.group 03 Our response to COVID-19 Four steps to protect our business We responded quickly and We initiated Project Fortress in March 2020, a We are in control of our cash flows, allowing team which met weekly and was formed of us to be at the forefront of recovery once decisively once the pandemic senior, global Hyve leaders led by CEO Mark in-person events recommence globally, struck, securing a strong Shashoua. In addition, the Board met on a and we have clear visibility of cash funding weekly basis to review the global impact, throughout FY21 and into 2022. financial and operational strategy and Group financial position. position to weather the We have worked with venues and suppliers COVID-19 crisis. and have proactively engaged with banks and insurance providers to maximise cost savings and liquidity. 1 Respond 2 decisively Create financial stability • Established Project Fortress – a senior, global team, led by the CEO, to manage all aspects of the impact of COVID-19 • Modelled a reasonable worst-case scenario assuming no events would take place prior to 1 January 2021, except in China • Further steps taken • Initiated our rolling postponement and • Debt repayment deferrals obtained to reduce costs and cancellation plan for November 2020 and 2021, subject conserve cash to receiving insurance proceeds • Conducted a review of every cost • First insurance payout across the Group with particular focus • Covenants waived up to and including of £12.9m received on venue liability and minimising space March 2022 requirements • Secured a shareholder- • Fully drew down on our available £250m backed rights issue, raising debt facilities to provide financial security £126.6m to strengthen our >17m balance sheet >10m Confirmed cases worldwide impact of COVID-19 is more severe >6m than expected <1m >3m by economists MAR APR MAY JUN JUL 04 Hyve Group plc Annual Report and Accounts 2020 Strategic report Governance Financial statements 3 Restart & restructure 4 • Second restructure of UK business, merging Global Look ahead Brands and UK divisions and • Disposed of event streamlining HQ functions due to portfolio in Azerbaijan prolonged impact of COVID-19 and Uzbekistan for a total on western economies consideration of up to • Management of our cost base £9.5m, payable over • Insurance receipts reach £22.0m has reduced monthly operational a number of years cash cost from £16m in FY19 to • Achieved annualised cost savings • First Hyve events restart £10–11m in FY21 of £44m, compared with an initial in China and Ukraine target of £9m • Net monthly cash cost, which assumes a level of income from • Costs avoided through not running customer and insurance receipts, events, delivering total in-year cost is expected to be £4m–5m savings of £63m • Hyve events restart in Russia >63m >46m >33m >25m • Hyve events restart in Turkey • Further insurance claims of £11.5m confirmed, pending receipt AUG SEP OCT NOV DEC COVID-19 data source: John Hopkins University, Center for Systems Science and Engineering. hyve.group 05 Restarting in-person events Safely resuming our events We believe in the power of Our Safe & Secure in-person events and know 48% standards that the best advancements of companies believe that the absence of live Hyve is taking a leading role in the development events has negatively impacted their ability of plans which will allow the safest possible in business, industry and to generate new business1 return to in-person events for customers and humanity arise from people colleagues, while not compromising on quality. coming together to learn, We have developed our in-house Safe & Secure network and trade. standards, which are an evolution of our already 86% market-leading health and safety measures. of exhibitors prefer in-person events over We are in constant communication with our digital with regards to networking1 We will display our Safe & Secure stamp customers, and the vast majority tell us that on marketing materials and signage to let they can’t wait for our events to resume. customers know the new measures have been applied. To date, we have been able to restart events 1 UFI & Explori: Global Recovery Insights 2020. in Russia, China, Ukraine and Turkey and we To develop these standards, we have worked continue to monitor the evolving situation in alongside industry bodies Association of Event the rest of the regions we work in. Organisers (AEO) and Global Association of the Exhibition Industry (UFI), as well as with national health authorities, governments, major venues and other event organisers. 06 Hyve Group plc Annual Report and Accounts 2020
Recommended publications
  • Guardian News & Media
    Response to Ofcom consultations on the BBC’s commercial activities and assessing the impact of the BBC’s public service activities About Guardian News & Media Guardian Media Group (GMG), a leading commercial media organisation, is the owner of Guardian News & Media (GNM) which publishes theguardian.com and the Guardian and Observer newspapers. Wholly owned by The Scott Trust Ltd, which exists to secure the financial and editorial independence of the Guardian in perpetuity, GMG is one of the few British-owned newspaper companies and is one of Britain's most successful global digital businesses, with operations in the USA and Australia and a rapidly growing audience around the world. As well as being a leading national quality newspapers, the Guardian and The Observer have championed a highly distinctive, open approach to publishing on the web and have sought global audience growth as a priority. A key consequence of this approach has been a huge growth in global readership, as theguardian.com has grown to become one of the world’s leading quality English language newspaper website in the world, with over 156 million monthly unique browsers. From its roots as a regional news brand, the Guardian now flies the flag for Britain and its media industry on the global stage. Introduction GMG is a strong supporter of the BBC, its core values of public service and its contribution to British public life. GMG supports the fundamentals of the BBC in its current form and a universal service funded through a universal levy, at least for the period covered by the next BBC Charter.
    [Show full text]
  • Parker Review
    Ethnic Diversity Enriching Business Leadership An update report from The Parker Review Sir John Parker The Parker Review Committee 5 February 2020 Principal Sponsor Members of the Steering Committee Chair: Sir John Parker GBE, FREng Co-Chair: David Tyler Contents Members: Dr Doyin Atewologun Sanjay Bhandari Helen Mahy CBE Foreword by Sir John Parker 2 Sir Kenneth Olisa OBE Foreword by the Secretary of State 6 Trevor Phillips OBE Message from EY 8 Tom Shropshire Vision and Mission Statement 10 Yvonne Thompson CBE Professor Susan Vinnicombe CBE Current Profile of FTSE 350 Boards 14 Matthew Percival FRC/Cranfield Research on Ethnic Diversity Reporting 36 Arun Batra OBE Parker Review Recommendations 58 Bilal Raja Kirstie Wright Company Success Stories 62 Closing Word from Sir Jon Thompson 65 Observers Biographies 66 Sanu de Lima, Itiola Durojaiye, Katie Leinweber Appendix — The Directors’ Resource Toolkit 72 Department for Business, Energy & Industrial Strategy Thanks to our contributors during the year and to this report Oliver Cover Alex Diggins Neil Golborne Orla Pettigrew Sonam Patel Zaheer Ahmad MBE Rachel Sadka Simon Feeke Key advisors and contributors to this report: Simon Manterfield Dr Manjari Prashar Dr Fatima Tresh Latika Shah ® At the heart of our success lies the performance 2. Recognising the changes and growing talent of our many great companies, many of them listed pool of ethnically diverse candidates in our in the FTSE 100 and FTSE 250. There is no doubt home and overseas markets which will influence that one reason we have been able to punch recruitment patterns for years to come above our weight as a medium-sized country is the talent and inventiveness of our business leaders Whilst we have made great strides in bringing and our skilled people.
    [Show full text]
  • Ascential Secure
    Ascential Secure Enhanced Health & Safety Standards at Ascential’s Events in a Post-COVID-19 World 1 ​ About Ascential Secure Ascential Secure is our approach to enhanced health and safety standards at our events following COVID-19. From exhibitors to sponsors, speakers, visitors and journalists, those who come to our events do so to gain the information, insights, connections, data and digital tools that they need, effectively and safely. The standards and practices that make up Ascential Secure are designed to provide confidence that at every Ascential event, we are striving to provide the highest standards of safety, hygiene, cleanliness and quality. Whether they are exhibitors, attendees, visitors, speakers or sponsors, people come to events to connect, learn, know more and do more business, effectively, safely and with confidence. Ascential Secure is based on a set of event industry standards, called AllSecure. The AllSecure industry standards were developed collaboratively by a group including industry associations UFI, AEO and SISO, event organisers Informa, Reed Exhibitions and Clarion, a range of event venues, suppliers and with input from health, government and local authorities. Ascential Secure is the way these industry-wide AllSecure standards are being applied to Ascential live events. You can expect to see that health and safety continues to be a priority, and that a range of measures are in place to ensure everyone involved is able to enjoy a safe, hygienic, productive and high-quality organised event experience. As a starting point, Ascential Secure events will be run according to the guidance of the government or official local authority for that location, and according to any venue-specific regulations.
    [Show full text]
  • Introduction to Ascential Our Investment Case
    INTRODUCTION TO ASCENTIAL OUR INVESTMENT CASE Clear long-term vision. Helping leading global brands connect with their customers in a data-driven world. Structural growth. Demand for information, data & analytics driven by growth of digital commerce. Market leaders. We are leaders, with a unique blend of specialisms, in the high growth areas in which we operate. Robust business model. High recurring and repeat revenue, with more than 50% revenues from digital subscription and platforms, across diverse global customer base. Attractive financial profile. Track record of high single digit revenue growth, strong margins and cash generation, supported by sound capital allocation. Introduction to Ascential 2 OUR CUSTOMER PROPOSITION Our information products and platforms support our customers to do three simple things… CREATE THE RIGHT MAXIMISE THE OPTIMISE DIGITAL PRODUCTS BRAND MARKETING COMMERCE IMPACT Know which products Know how to get Know how to execute the consumer wants maximum creativity with with excellence on the tomorrow. optimised media. winning platforms. 1. 2. 3. Introduction to Ascential 3 SEGMENTAL OVERVIEW –2019 Segment Revenue % Revenue1 Growth1 EBITDA2 Margin Business Model Advisory 10% Digital Subscriptions Product £86m 21% +8% £36m 42% & Platforms 90% Design Digital Subscriptions Advisory & Platforms 11% Marketing £136m 32% +9% £51m 37% 37% Events 52% Advisory 6% Digital Subscriptions & Sales - Platforms 94% Digital £90m 22% +21% £13m 15% Commerce Sales - Digital Subscriptions & Events Platforms 4% Non Digital £68m 16%
    [Show full text]
  • 2017-2018 Annual Investment Report Retirement System Investment Commission Table of Contents Chair Report
    South Carolina Retirement System Investment Commission 2017-2018 Annual Investment Report South Carolina Retirement System Investment Commission Annual Investment Report Fiscal Year Ended June 30, 2018 Capitol Center 1201 Main Street, Suite 1510 Columbia, SC 29201 Rebecca Gunnlaugsson, Ph.D. Chair for the period July 1, 2016 - June 30, 2018 Ronald Wilder, Ph.D. Chair for the period July 1, 2018 - Present 2017-2018 ANNUAL INVESTMENT REPORT RETIREMENT SYSTEM INVESTMENT COMMISSION TABLE OF CONTENTS CHAIR REPORT Chair Report ............................................................................................................................... 1 Consultant Letter ........................................................................................................................ 3 Overview ................................................................................................................................... 7 Commission ............................................................................................................................... 9 Policy Allocation ........................................................................................................................13 Manager Returns (Net of Fees) ..................................................................................................14 Securities Lending .....................................................................................................................18 Expenses ...................................................................................................................................19
    [Show full text]
  • Community Credit in Here Children’S Drawings on Display at the Big Draw Event at the Newsroom
    Community credit in here Children’s drawings on display at the Big Draw event at the Newsroom. Photograph: David Levene 40 Living our values It is not only in our editorial coverage that we have an influence over people’s lives. As a company with around 1,500 employees and an ability to tap into a wealth of resources, we are also having a direct impact on the communities we serve. This includes support for schools and journalism projects across the world, as well as HIV projects in Africa The common good The Scott Trust Foundation The range of community activities has become Guardian’s training scheme for young journal- and the War on Terror. One-off workshops also so numerous that we have spent the last year ists in South Africa, the Foundation has run in conjunction with the Newsroom’s rolling putting a more strategic focus on what we do. developed partnerships in some new countries. programme of exhibitions. This has resulted in the creation of the Scott For example, it went to Ukraine to run a sem- The adjoining archive preserves the heritage Trust Foundation, an umbrella organisation for inar on the art of reporting the EU, and invited of our papers and enables others to share our all the activities taking place under the direc- a group of dynamic young Albanians to London history. Researchers can access material rang- tion of our owner, the Scott Trust. to find out about the mechanics of setting up ing from correspondence and photographs to The Scott Trust Foundation’s central remit re- their own newspaper.
    [Show full text]
  • Register of Journalists' Interests
    REGISTER OF JOURNALISTS’ INTERESTS (As at 14 June 2019) INTRODUCTION Purpose and Form of the Register Pursuant to a Resolution made by the House of Commons on 17 December 1985, holders of photo- identity passes as lobby journalists accredited to the Parliamentary Press Gallery or for parliamentary broadcasting are required to register: ‘Any occupation or employment for which you receive over £795 from the same source in the course of a calendar year, if that occupation or employment is in any way advantaged by the privileged access to Parliament afforded by your pass.’ Administration and Inspection of the Register The Register is compiled and maintained by the Office of the Parliamentary Commissioner for Standards. Anyone whose details are entered on the Register is required to notify that office of any change in their registrable interests within 28 days of such a change arising. An updated edition of the Register is published approximately every 6 weeks when the House is sitting. Changes to the rules governing the Register are determined by the Committee on Standards in the House of Commons, although where such changes are substantial they are put by the Committee to the House for approval before being implemented. Complaints Complaints, whether from Members, the public or anyone else alleging that a journalist is in breach of the rules governing the Register, should in the first instance be sent to the Registrar of Members’ Financial Interests in the Office of the Parliamentary Commissioner for Standards. Where possible the Registrar will seek to resolve the complaint informally. In more serious cases the Parliamentary Commissioner for Standards may undertake a formal investigation and either rectify the matter or refer it to the Committee on Standards.
    [Show full text]
  • FTSE Factsheet
    FTSE COMPANY REPORT Share price analysis relative to sector and index performance Data as at: 27 March 2020 Ascential ASCL Media — GBP 2.424 at close 27 March 2020 Absolute Relative to FTSE UK All-Share Sector Relative to FTSE UK All-Share Index PERFORMANCE 21-Apr-2015 1D WTD MTD YTD Absolute - - - - Rel.Sector - - - - Rel.Market - - - - VALUATION Data unavailable Trailing PE 6.6 EV/EBITDA 15.0 PB 2.5 PCF 23.9 Div Yield 1.7 Price/Sales 4.0 Net Debt/Equity 0.5 Div Payout 11.1 ROE 47.0 DESCRIPTION Data unavailable The Company is an International Business-to- Business Media Company with a focused portfolio of market-leading Events and Information Services Products. See final page and http://www.londonstockexchange.com/prices-and-markets/stocks/services-stock/ftse-note.htm for further details. Past performance is no guarantee of future results. Please see the final page for important legal disclosures. 1 of 4 FTSE COMPANY REPORT: Ascential 27 March 2020 Valuation Metrics Price to Earnings (PE) EV to EBITDA Price to Book (PB) 28-Feb-2020 28-Feb-2020 28-Feb-2020 100 28 8 ‖ +1SD 90 26 7 80 70 24 6 +1SD Avg 60 22 50 5 40 20 Avg +1SD 4 30 -1SD 18 20 Avg 16 3 -1SD 10 -1SD 0 14 2 Mar-2015 Mar-2016 Mar-2017 Mar-2018 Mar-2019 Mar-2015 Mar-2016 Mar-2017 Mar-2018 Mar-2019 Mar-2015 Mar-2016 Mar-2017 Mar-2018 Mar-2019 Hyve Group 120.0 Rightmove 26.6 Rightmove 25.0 Future 120.0 Future 24.6 Auto Trader Group 25.0 STV Group 102.9 4imprint Group 21.0 4imprint Group 22.9 Informa 41.1 Euromoney Institutional Investor 20.8 RELX 16.8 Auto Trader Group Moneysupermarket.com
    [Show full text]
  • Top Right Group Rebrands to Ascential Monday 14 December
    Top Right Group rebrands to Ascential Monday 14 December: Top Right Group today announces it has rebranded its group operations to Ascential: the global provider of exhibitions and festivals and information services for business professionals. Today’s rebrand follows the successful completion of the three year turnaround of the group which began in 2012, and signals a clear purpose for the future of the group which is now focused on two key areas: Exhibitions & Festivals and Information Services. Duncan Painter, CEO, Ascential, said: “We are targeting to become the global leader in large-scale live events and the digital information services industry and our new name and strong brand identity reflects the exciting future we see ahead. “The Top Right Group brand was the right identity for us when our focus was on transforming and turning around our operating companies. Over the past three years, those operating companies have performed well financially and it is now time to move the group brand forward. Our successful new business model provides the confidence that we are stronger as a group than as individual standalone operating companies. “The Ascential name and brand crystallises our constant focus on growing our customers’ success by creating more essential products and services for them, building greater value for our shareholders and an aspirational future for our business.” -Ends- For more information please contact Sarah Kemp on 07738 740 831 or at [email protected] www.ascential.com Notes to Editors Ascential informs and connects business professionals in 150 countries through market-leading Exhibitions and Festivals, and Information Services.
    [Show full text]
  • New News, Future News the Challenges for Television News After Digital Switch-Over
    New News, Future News The challenges for television news after Digital Switch-over An Ofcom discussion document Publication date: 26 June 2007 Foreword The prospects for television news in a fully digital era are a central element in any consideration of the future of public service broadcasting (PSB). News is regarded by viewers as the most important of all the PSB genres, and television remains by far the most used source of news for UK citizens. The role of news and information as part of the democratic process is long established, and its status is specifically underpinned in the Communications Act 2003. This report, New News, Future News, is one of a series of Ofcom studies focussing on individual topics identified in the PSB Review of 2004/05, and further discussed in the Digital PSB report of July 2006. The others are on the provision of children’s programmes and on the prospects for a Public Service Publisher. All three studies are linked to areas of particular PSB concern for the future, and set out a framework for policy consideration ahead of the next full PSB review. Other Ofcom work of relevance includes the review of Channel 4’s funding. It has not been the role of this report to come up with solutions, and no policy recommendations are put forward. Instead, the report examines the environment in which television news currently operates, and assesses how that may change in future (after digital switch-over and, in 2014, the expiry of current Channel 3 and Channel 5 licences) . It identifies particular issues that will need to be addressed and suggests some specific questions that may need to be answered.
    [Show full text]
  • 17 July 2018 Ascential Plc Completion of Disposal of Exhibitions Ascential
    17 July 2018 Ascential plc Completion of disposal of Exhibitions Ascential plc (LSE: ASCL.L), the global specialist information company, is pleased to announce the completion of the disposal of Ascential Exhibitions to ITE group plc earlier today for a total cash consideration of £300 million, on a cash and debt free basis, subject to a normalised working capital adjustment. The disposal was originally announced on 15 May 2018 and further details were set out in a circular sent to the Company's shareholders on 7 June 2018. The Disposal was approved by the Company's shareholders at a general meeting on 25 June 2018. Duncan Painter, Chief Executive Officer of Ascential, said: "The divestment of the Exhibitions business is an important step for Ascential. I am pleased that we have found a good home for the Exhibitions team and would like to thank them for their contribution to Ascential. Looking ahead, we remain focused on enabling our customers to succeed in the digital economy, and this sale increases our financial capacity to invest in the future growth of our business.” For further information please contact: FTI Consulting LLP 020 3727 1000 Edward Bridges, Jamie Ricketts About Ascential plc: Ascential is a specialist, global, information company that helps the world’s most ambitious businesses win in the digital economy. Our information, insights, connections, data and digital tools solve customer problems in three disciplines: • PRODUCT DESIGN via global trend forecasting service WGSN; • MARKETING via global benchmark for creative excellence and effectiveness Cannes Lions and WARC and strategic advisory firm MediaLink; and • SALES via retail and eCommerce strategy and analytics products from One Click Retail, Clavis Insight and Planet Retail RNG, the world's premier payments and Fin Tech congress Money20/20, global retail industry summit World Retail Congress and Retail Week.
    [Show full text]
  • Merck & Co., Inc.; Rule 14A-8 No-Action Letter
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 Februar 22,2010 Michael Pressman Senior Counsel Merck & Co., Inc. One Merck Drive P.O. Box 100, WS3AB-05 Whitehouse Station, NJ 08889-0100 Re: Merck & Co., Inc. Incoming letter dated December 23, 2009 Dear Mr. Pressman: This is in response to your letter dated December 23,2009 concerng the shareholder proposal submitted to New Merck by Robert D. Morse. We also have received a letter from the proponent dated December 29,2009. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or sumarze the facts set fort in the correspondence. Copies of all of the correspondence also will be provided to the proponent. In connection with this matter, your attentionis directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals. Sincerely, Heather L. Maples Senior Special Counsel Enclosures cc: Robert D. Morse *** FISMA & OMB Memorandum M-07-16 *** Februar 22,2010 Response of the Office of Chief Counsel Division of Corporation Finance Re: Merck & Co., Inc. Incoming letter dated December 23, 2009 The proposal relates to compensation. There appears to be some basis for your view that New Merck may exclude the proposal under rule l4a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of New Merck's request, documentar support suffciently evidencing that he satisfied the minimum ownership requirement for the one-year period as of the date that he submitted the proposal as required by rule l4a-8(b).
    [Show full text]