9811
RNS Number : 5830A
Trinity Mirror PLC
02 April 2012
 

Trinity Mirror plc

2 April 2012

 

Annual Report and Accounts 2011 and Notice of 2012 Annual General Meeting

 

Trinity Mirror plc (the "Company") announces that it has today published its Annual Report and Accounts 2011 and Notice of Annual General Meeting 2012.

 

The documents below have been sent to shareholders and have been submitted to the UK Listing Authority for publication through the National Storage Mechanism where they will shortly be available for inspection at www.morningstar.co.uk.

 

-     Annual Report and Accounts for the 52 weeks ended 1 January 2012;

 

-     Notice of the 2012 Annual General Meeting; and

 

-     Form of Proxy for the 2012 Annual General Meeting.

 

Copies of the Annual Report and Accounts and Notice of Annual General Meeting are also available on the Company's website at http://www.trinitymirror.com/investors/shareholder-meetings.

 

The Company's 2012 Annual General Meeting will be held at Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9HS on Thursday, 10 May 2012 at 11.30 am. 

 

In accordance with Disclosure and Transparency Rule 6.3.5, extracted below from the Annual Report and Accounts is a management report in full unedited text which contains a responsibility statement, principal risk factors and details of related party transactions. Accordingly, page numbers refer to those in the Annual Report and Accounts. This information should be read in conjunction with the Company's Preliminary Announcement of its Financial Results which was announced on 15 March 2012. This material is not a substitute for reading the full 2011 Annual Report and Accounts.

 

UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED 1 JANUARY 2012

 

Directors' responsibility statement

The directors confirm to the best of their knowledge:

 

-    the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

-    the Business review, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

 

Risks and uncertainties

There is an ongoing process for the identification, evaluation and management of the significant risks faced by the Group. This is described in the internal control section of the Corporate governance report on page 37.

 

The principal risks and uncertainties that affect the Group on an ongoing basis are described in the Annual Report and Accounts. The key risk is that advertising and circulation revenues, representing the core revenue streams for the Group, are materially affected by the challenging economic conditions and competitor activity in 2012. The fragile economy and uncertain outlook significantly impacted advertising markets during 2011 and this is expected to continue as we proceed through 2012. Circulation revenues for the national Sunday titles in 2012 are expected to be adversely affected due to the launch of a new Sunday title in the national tabloid market.

 

Following the disclosure of the activities of certain journalists at the News of the World, the Government has asked Lord Justice Leveson to hold an inquiry into various matters including the regulation of the press. The Group continues to fully cooperate with the Leveson inquiry and it is too early to determine what, if any, impact there will be on our businesses from the review.

 

The key risks and uncertainties are described below:

 

Risks and uncertainties

Management actions

Macro economy.

The fragile economic environment may have an adverse effect on the Group's financial performance.

We have reviewed all aspects of our business and invested in the modernisation of business processes and structures, including new operating models and technology to provide a stronger platform for long-term growth. Together with tight management of the cost base, this has placed us in a robust financial position.

 

Advertising.

The loss of major clients or reduction in a sector may adversely affect advertising, which is a significant proportion of our revenue.

We are not overly reliant on any single customer or sector but have been impacted by the downturn being experienced by the UK and by the potential long-term impact on key classified revenues arising from media fragmentation. We are investing in our advertising functions using state-of-the-art technology to improve customer service by offering increased flexibility such as online booking of advertisements. We have strengthened our online presence through acquisitions and the continuing launch of new digital brands.

 

Treasury and financing.

The key risks arising from our activities and our financing facilities are liquidity, financing and interest rates, foreign currency and covenants.

The treasury policies for managing these risks were approved by the Board in March 2001. An updated Treasury Policy was issued in 2010. Further details are provided in note 34 to the consolidated financial statements, which outlines the policies and mitigating actions. The Group refinanced on 14 March 2012 as set out on page 11 of the Chairman and Chief Executive statement.

 

Key suppliers.

We have a number of key suppliers (in particular newsprint) which if they were unable to meet their obligations to the Group could result in disruption.

 

We use a spread and mix of suppliers to reduce dependency on specific sources or locations. Where possible, longer term contracts are agreed to guarantee price and supply.

Circulation.

We may experience loss of readership due to competitor activity and the impact of media fragmentation.

Our approach is to continue to focus on sustainable returns and appropriate levels of investment in our titles. We have invested in colour presses giving full colour across the network and continue to invest in editorial content and marketing.

 

Editorial.

An editorial error may lead to loss of readership, damaged reputation, or legal proceedings.

The Chief Executive initiated an internal review of editorial controls and procedures within the Group, the Board sponsor being the Company Secretary and Group Legal Director. A report was presented to the Board in September 2011 and all recommendations were approved and an action plan put in place. The action plan includes policy review, enhanced legal training, and procedural actions to further strengthen financial controls. The CEO has established a compliance steering group to monitor progress.

 

Brand reputation.

Employee actions, supply chain risk or negative publicity may result in damage to our brands reputation.

Coverage of the Group and the main brands is monitored on an ongoing basis. The Group has in place a Code of Conduct, Standards of Business Conduct and Financial Dealings and Code of Practice for Journalists all of which have been updated for the Bribery Act. In July 2011, the Company sought and received formal written confirmation from senior editorial executives across both Nationals and Regionals, that since the commencement of the Regulation of Investigatory Powers Act in October 2000 and whilst an employee of the Group they have not nor, to their knowledge, have any of their staff or anyone on their behalf, intercepted any telephone messages, made payments to serving police officers or accessed the police national computer.

 

Pensions.

Pension deficits may grow at such a rate so that the annual cash funding consumes a disproportionate level of operating cash flow.

Although this is carefully monitored and there are regular reviews with trustees, there are a number of factors which are outside our control, including interest rates, inflation rates, mortality and regulatory change. This, together with the slowdown in the global economy and its impact on our business and investment returns, has material implications for future pension scheme funding and could adversely impact the Group and its ability to fund past service provision.

 

To reduce the volatility of pension scheme liabilities and achieve more certainty in the cost of future pension provision, the Group closed the defined benefit pension schemes to future accrual from 31 March 2010.

 

In addition, working with the pension Trustees, we have been able to reduce the risk associated with our pension schemes through the purchase of insurance contracts which fully hedge the associated liabilities.

 

Other risks which are monitored as part of our risk management process include market and technological changes, business continuity, data security, and major projects. Key environmental risks are described in the Corporate responsibility report on pages 24 to 31.

 

Our environmental and social policy and statement, together with a review of our performance during 2011, is set out in the Corporate responsibility report on pages 24 to 31.

 

Related party transactions

The immediate parent and controlling party of the Group is Trinity Mirror plc. Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Transactions with the retirement benefit schemes are disclosed in note 33. Details of other related party transactions are disclosed below.

 

Trading transactions

The Group traded with the following associated undertakings and joint ventures: PA Group Limited and fish4 Limited (up to 13 October 2010). This trade generated revenue of £nil (2010: £nil) and the Group incurred charges for services received of £5.7 million (2010: £4.5 million).

 

Sales of goods and services to related parties were made at the Group's usual list prices less average volume discounts. Purchases were made at market prices discounted to reflect volume purchase and the relationship between the parties. Any outstanding amounts will be settled by cash payment.

 

Compensation of key management personnel

Key management personnel of the Group comprise the non-executive directors and members of the Executive Committee (which includes all of the executive directors) and their remuneration during the period was as follows:

 


2011

£m

2010

£m

Short-term employee benefits

(3.6)

(5.1)

Retirement benefits

(0.7)

(0.7)

Share-based payments in the period

(1.4)

(1.2)


(5.7)

(7.0)

 

The remuneration of directors and other key executives is determined by the Remuneration Committee having regard to competitive market position and performance of individuals. Further information regarding the remuneration of individual directors is provided in the Remuneration report on pages 41 to 46.

 

For further Information:

 

Nick Fullagar                                                                      020 7293 3622

Director of Corporate Communications

 

Paul Vickers                                                                       020 7293 3359

Secretary              

 


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