Annual Financial Report & Not
Trinity Mirror plc
7 April 2010
Annual Report and Accounts for the 53 weeks ended 3 January 2010
In accordance with Listing Rule 9.6.1, Trinity Mirror plc has today submitted to the UK Listing Authority two copies of each of the following documents:
- Annual Report and Accounts for the 53 weeks ended 3 January 2010
- Notice of the 2010 Annual General Meeting; and
- Form of Proxy for the 2010 Annual General Meeting
Copies of the above documents will be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Furthermore, in accordance with Disclosure and Transparency Rule 6.1.2, two copies of proposed new Articles of Association have been forwarded to the Financial Services Authority. A copy of the proposed Articles is available for inspection at Trinity Mirror plc's registered office at One Canada Square, London E14 5AP and will also be available for inspection at the Annual General Meeting (AGM) venue from at least 15 minutes prior to the AGM until the conclusion of the AGM.
The AGM will be held at 11.30 am on Thursday, 13 May 2010 at the Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9HS.
The documents are being posted/made available to shareholders today. The 2009 Annual Report and Accounts and 2010 Notice of Meeting will shortly be available on Trinity Mirror plc's website at www.trinitymirror.com.
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. A condensed set of financial statements were appended to Trinity Mirror plc's 2009 preliminary results announcement issued on 4 March 2010.
For further Information:
Nick Fullagar 020 7293 3622
Director of Corporate Communications
Paul Vickers 020 7293 3359
Secretary
UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS FOR THE 53 WEEKS ENDED 3 JANUARY 2010, DATED 4 MARCH 2010
STATEMENT OF DIRECTORS' RESPONSIBILITIES
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 44.
Operational
The key risks arising from operations relate to organisation and people, advertising, circulation, key suppliers, pensions and business continuity and these are described below.
Organisation and people
The ability to execute and implement our strategic and business plans relies on the appropriate Group structure, culture and availability of talent.
We will maximise the value and profitability of our core print brands. New operating models are being rolled out across the Group to provide a stronger platform for long-term growth. The economic downturn has resulted in the Group reviewing its portfolio of print brands to maximise profitability. This has led to the launch of new or enhanced publications and the closure or disposal of unprofitable newspapers. Despite the challenges of the current economic environment we continue to strive for growth in our digital audiences by the launch and development of online brands including websites and mobile sites. We are also growing a contract print business of scale.
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. We have strengthened our online presence through acquisitions and the continuing launch of new digital brands.
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.
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.
Pensions
Pension deficits may grow at such a rate so that the annual funding costs consume a disproportionate level of profit. 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. The cost of final salary pension provision has risen sharply both in terms of future service and additional cash required to meet the cost of funding past service deficits. 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 announced the closure of the defined benefit pension schemes to future accrual from 31 March 2010.
Business continuity
We are dependent on our technology, networks and manufacturing capability and we have invested in our network resilience and manufacturing infrastructure and flexibility. Business continuity plans are regularly reviewed and they are updated to reflect changes in operations and systems. We have insurance to cover property damage and business interruption.
Environmental
Key risks are described in the Corporate responsibility report on pages 31 to 37.
Treasury
The key risks arising from our activities and our financing facilities are liquidity, financing and interest rates, foreign currency and covenants. Further details are provided in note 36 to the consolidated financial statements. The treasury policies for managing these risks were approved by the Board in March 2001 and are summarised below:
Liquidity risk
Our policy is to ensure continuity of funding and flexibility. Debt maturities are spread over a wide range of dates, thereby ensuring that we are not exposed to excessive refinancing risk in any one year. The maturity profile of debt outstanding at the year end is summarised on page 28. Our liquidity risk arises from timing differences between cash inflows and outflows. These risks are managed through unutilised committed and uncommitted credit facilities. It is our policy to maintain sufficient cash balances and committed facilities to meet anticipated funding requirements. These resources, together with the expected future cash flows to be generated by the business, are regarded as sufficient to meet the anticipated funding requirements of the Group for at least the next 12 months.
Financing and interest rate risk
Our exposure to interest rate risk is managed through the use of interest rate swaps, options, caps and forward rate agreements. Hedging transactions are undertaken after a review of the effect on profit after tax of a range of interest rate assumptions and probabilities, determined by reference to the general economic climate and market forecasts for interest rates.
Foreign currency risk
Less than 2% of the Group's turnover and operating costs are generated in currencies other than sterling. Given the minimal impact on profit after tax of fluctuations in foreign currencies, we trade foreign currencies at spot rates. The payment of interest and capital on borrowings denominated in foreign currencies is fully hedged through cross-currency interest rate swaps. Whilst a substantial proportion of our newsprint supplies are sourced from outside the UK, the prices are agreed in sterling, although the sterling prices are impacted to some extent by foreign currency movements.
Covenants risk
We seek to maintain standard terms for all our financial covenants where possible. Our covenants are monitored on an ongoing basis with formal testing of financial covenants at each reporting date. The Company continues to comply with all borrowing obligations and financial covenant obligations.
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 35. 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. This trade generated revenue of £nil (2008: £0.1 million) and the Group incurred charges for services received of £4.9 million (2008: £4.3 million). Financial support of £0.5 million (2008: £1.4 million) was provided during the period. The amounts outstanding at the reporting date amounted to £0.5 million (2008: £0.4 million) owed by fish4 Limited. 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:
|
|
2009 £m |
2008 £m |
|
Short-term employee benefits |
5.4 |
4.0 |
|
Retirement benefits |
0.7 |
0.8 |
|
Share-based payments in the period |
1.4 |
1.5 |
|
Termination of employment payments |
0.3 |
1.1 |
|
|
7.8 |
7.4 |
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 47 to 52.
This information is provided by RNS
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