Annual Report 2 GMG 2008 Contents
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Annual Report 2 GMG 2008 Contents uardian Media Group plc is one of the UK’s leading multimedia businesses, with a diverse portfolio including Gnational and regional newspapers, websites, magazines, radio stations and business-to-business media. Our flagship brand is the Guardian newspaper and website. The Group is wholly owned by the Scott Trust, which was created in 1936 to secure the financial and editorial independence of the Guardian in perpetuity. The Trust takes no financial return on its investment. Under this unique form of media ownership the Group’s profits are used solely to sustain journalism that is free from political and commercial interference, and to uphold values of public service in business. gmgplc.co.uk Group structure 4 Financial highlights 6 Statement from the chair 8 Chief executive’s review of operations 10 Board of directors 16 The Scott Trust 19 The Scott Trustees 20 Corporate responsibility 23 Financial review 27 Corporate governance 30 Report of the directors 35 Directors’ remuneration report 37 Independent auditors’ report 41 Profit and loss account 42 Statement of recognised income and expense 42 Balance sheet 43 Cash flow statement 44 Notes relating to the financial statements 45 Group five year review 76 Company financial statements of Guardian Media Group plc 77 Advisers 87 Annual Report 2008 GMG 3 Guardian News GMG Regional & Media Media GMG Radio Publishes the Guardian and Publishes the Manchester Operates regional radio Observer national newspapers Evening News and other stations under the and the guardian.co.uk newspapers across following brands: network of websites Greater Manchester, Cheshire, Real Radio Lancashire, Surrey, Berkshire (in south Wales, south Also operates Guardian and Hampshire and west Yorkshire and Professional, which provides central Scotland); services in the education, media Co-publishes Metro Smooth Radio and public sectors (Greater Manchester) with (in north-west and Associated Newspapers north-east England, west and east Midlands, Publishes Glasgow and London); manchestereveningnews.co.uk Century Radio and websites relating to the (in the north-west other newspapers and north-east); and Rock Radio Operates Channel M, a (in Scotland and television station for Manchester) Manchester broadcasting free to air, online and on digital, Owns a share in MXR cable and satellite (24.3%), a company that holds regional digital multiplex licences Annual Report 4 GMG 2008 Trader Media GMG Property Group Emap Services (joint venture) (joint venture) Provides services to the Publishes a range of leading Operates a broad portfolio UK property sector. The classified advertising titles and of business-to-business portfolio includes websites. The flagship brands media brands: magazines; market-leading are the Auto Trader magazine information and data software companies and autotrader.co.uk website products; and (Vebra, Core Systems exhibitions and events and CFP Software) Other print titles include and consumer-facing Top Marques, Bike Trader, Key brands include WGSN, portal thinkproperty.com Truck and Plant Trader, Spring Fair, Cannes Lions, Motorhome and Caravan CAP, MEED, Health Service The division also operates Trader and Farmers Trader Journal, Nursing Times, a web design service Retail Week and Broadcast Operates other businesses and services including Jointly owned with 2ndByte and Ad Trader Apax Partners and accounted for as a joint venture Jointly owned with Apax Partners and accounted for as a joint venture Other interests Seven Publishing (42.8%) Publishes consumer and customer magazines (delicious., Sainsbury’s) and other titles Trafford Park Printers (50%) Prints the Guardian, the Observer, the Daily Telegraph and the Sunday Telegraph Annual Report 2008 GMG 5 Financial highlights he financial highlights for 2005 to 2008 have been drawn up in Turnover £m 758.6 Taccordance with International Financial Reporting Standards (IFRS) as 716.1 adopted for use in the European Union. 705.0 700.3 For 2004 the figures shown are as 665.0 originally reported under UK GAAP. The principal adjustments to restate these figures to comply with IFRS 517.8 502.1 comprise goodwill amortisation and defined benefit pension fund liabilities. 836.3 Net assets £m 2004 2005 2006 2007 2008 The reduction in turnover in 2008 is explained in the financial review on page 27. The dotted lines shown in 2004 and 2008 depict Group turnover as if Trader Media Group Limited had been 100% owned throughout the year. 533.3 467.3 424.9 389.6 2004 2005 2006 2007 2008 Annual Report 6 GMG 2008 Cash and cash equivalents £m 577.5 85.2 67.3 75.4 35.3 2004 2005 2006 2007 2008 306.4 Profit before taxation £m 97.7 66.4 43.6 53.7 Debt (net of issue costs) £m 2004 2005 2006 2007 2008 Profit before taxation in 2008 includes the exceptional profit on the 462.3 part disposal of Trader Media Group. 412.2 394.4 151.7 65.9 2004 2005 2006 2007 2008 Annual Report 2008 GMG 7 Statement from the chair t has been an exceptional year for At the same time, the Guardian’s into our financial reporting, making Guardian Media Group, which, as it journalism is reaching record audiences comparisons with the previous year less Ipasses its centenary, has never been due to the global expansion of its online straightforward. This is explained in in a stronger position. This applies presence and its continued editorial detail, using proformas, in the financial equally to our journalism and to our excellence. review on page 27. financial status. The Group’s financial performance Operating profit for the year, excluding Steps to diversify our business portfolio was solid and operating profit was in exceptional items and amortisation of mean we are well placed to fulfil our line with our expectations for the year. acquired intangibles, was £5.1 million, as core purpose: securing the financial and Profit before tax increased substantially, shown in note 3 to the accounts. thereby editorial independence of the reflecting the proceeds of the Trader Guardian in perpetuity. Media Group sale and property disposals Exceptional operating items totalled in central London. £59.5 million and included a write-down The sale of 49.9% of Trader Media Group, of print assets, impairment of goodwill the acquisition – with funds advised by In the year ended 30 March 2008, profit and an onerous print contract provision Apax Partners – of Emap and the planned before taxation increased to £306.4 less profits on disposal of land and creation of an externally managed long- million (2007 £97.7 million). buildings. term investment fund will leave us with a much broader range of asset classes As anticipated, our investment in two Net interest received was £61.7 million. and revenue streams, and reduce our large-scale joint ventures (Trader exposure to the risks associated with Media Group and Emap) has introduced Statutory profit after taxation and print media, classified advertising and the an additional level of complexity exceptional items was £307.2 million UK economy. (2007 £64.2 million). This satisfactory performance was achieved against the backdrop of ongoing structural change in media markets and significant challenges to traditional media business models, as well as an uncertain economic environment. As the chief executive reports, there were positive performances from our operating businesses. Our core division, Guardian News & Media, continued to grow the audience of our flagship brands. Trader Media Group again delivered outstanding results. Our regional media division made a significant contribution in a challenging year, and our radio business continued to grow in a market that has seen major changes of ownership. It has been a year of substantial and sustained investment across the Group. Guardian News & Media benefited from continued investment in the newspapers, along with additional funding to support the move to a new technical platform for Annual Report 8 GMG 2008 guardian.co.uk, the introduction of video who retired in May 2008 and has been on the site, the upgrade of Guardian Jobs succeeded by John Bartle. Giles made and the launch of a variety of new sites, a strong and consistent contribution to including Guardian America. Guardian Media Group’s success following his appointment to the Board in 1999. Other key areas of investment around We intend to recruit a further non- the Group included the part-paid, executive director from a commercial part-free Manchester Evening News, background, who will sit on the audit digital launches throughout the regional committee. division, the expansion of the Smooth Radio network, targeted acquisitions Guardian Media Group is now involved in to support divisional objectives and two large-scale joint ventures – Trader large-scale marketing campaigns for Auto Media Group and Emap – in each case Trader and thinkproperty.com. with funds advised by Apax Partners. We continue to place the highest value Apax Partners is one of the world’s The media industry will continue to on our talented and dedicated staff, and leading private equity firms, investing on confront disruption to its traditional remain committed to investing in their behalf of a wide range of clients including sources of revenue. Our businesses development. pension funds and endowments. It is must evolve if they are to continue to be a growth investor with a strong track successful. Our portfolio is strong but The Group has a first-class executive record of building the value of media we will keep it under constant review to team. They exceeded performance businesses. We selected our joint venture ensure it is delivering the best support to expectations during the year. Chief partner very carefully and enjoy a good our central objective. executive Carolyn McCall, in her first working relationship with them. Guardian full financial year in the role, completed Media Group and Apax Partners have We expect the uncertainty within the UK two transformational deals and has equal representation on the boards of economy to have an impact on a number proved an inspirational leader since her both Trader Media Group and Emap.