TIDMCAU
RNS Number : 6891J
Centaur Media PLC
03 April 2018
Centaur Media plc
Incorporated in England and Wales
Registration number: 04948078
LEI: 2138005WK87G7DQRQI62
ISIN: GB0034291418
Centaur Media Plc
(the "Company")
ANNUAL REPORT 2017 AND ASSOCIATED DOCUMENTS
London, UK - 3 APRIL 2018 - Centaur Media plc (the "Company")
(LSE: CAU), the business to business information, insight and
events group, announces that its Annual General Meeting will be
held on Thursday 3 May 2018 at 12.30pm at Wells Point, 79 Wells
Street, London, W1T 3QN.
In compliance with Listing Rule 9.6.1R, the following documents
have today been submitted to the National Storage Mechanism and
will shortly be available at www.morningstar.co.uk/uk/NSM
Annual Report 2017
Notice of 2018 Annual General Meeting
Form of Proxy for 2018 Annual General Meeting
The Annual Report 2017 and Notice of 2018 Annual General Meeting
are also available in the Investors section of the Centaur Media
plc website at http://www.centaurmedia.com
The information set out in the appendices to this announcement,
which is extracted from the Annual Report 2017, constitutes the
material required by Disclosure & Transparency Rule 6.3.5 which
is required to be communicated to the media in full unedited text
through a Regulatory Information Service. This announcement is not
a substitute for reading the Annual Report and Accounts for the
period ended 31 December 2017.
Enquiries:
Helen Silver
Company Secretary
020 7970 4000
Note to editors
Centaur Media is an award-winning UK-based multi-platform
content group that inspires and enables people to excel at what
they do, raising the standard for market insight, interaction and
impact.
Leading brands include: Econsultancy, Marketing Week, Festival
of Marketing, Creative Review, Celebrity Intelligence, Fashion
& Beauty Monitor, Oystercatchers, MarketMakers, Money
Marketing, Platforum, The Lawyer, Employee Benefits, The Engineer,
Subcon, The Business Travel Show and The Meetings Show.
Appendices
Appendix A: Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance with
International Financial Reporting Standards ('IFRSs) as adopted by
the European Union and Company financial statements in accordance
with International Financial Reporting Standards (IFRSs) as adopted
by the European Union. Under company law the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and the Company and of the profit or loss of the Group and Company
for that period. In preparing these financial statements, the
Directors are required to:
-- Select suitable accounting policies and then apply them consistently;
-- State whether applicable IFRSs as adopted by the European
Union have been followed for the Group financial statements and
IFRSs as adopted by the European Union have been followed for the
Company financial statements, subject to any material departures
disclosed and explained in the financial statements;
-- Make judgements and accounting estimates that are reasonable and prudent; and
-- Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company enable them to
ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS
Regulation.
The Directors are also responsible for safeguarding the assets
of the Group and the hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Financial
Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group and Company's performance, business model and
strategy.
Each of the Directors, whose names and functions are listed in
the Board of Directors summary on pages 28 and 29, confirms that,
to the best of their knowledge:
-- The Company financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
loss of the Company;
-- The Group financial statements, which have been prepared in
accordance with IFRS as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
profit of the Group; and
The Directors' Report includes a fair review of the development
and performance of the business and the position of the Group and
Company, together with a description of the principal risks and
uncertainties that it faces. In the case of each director in office
at the date the Directors' Report is approved:
-- So far as the Director is aware, there is no relevant audit
information which the Group and Company's auditors are unaware;
and
-- They have taken all steps that they ought to have taken as a
director in order to make themselves aware of any relevant audit
information and to establish that the Group and Company's auditors
are aware of that information.
By order of the Board
Helen Silver
Company Secretary
20 March 2018
Appendix B: Principal Risks
Risk management approach
The Board has overall responsibility for the effectiveness of
the Group's system of risk management and internal controls and
these are regularly monitored by the Audit Committee.
Details of the activities of the Audit Committee in this
financial year can be found in the Audit Committee Report on pages
37 to 40.
The Executive Committee is responsible for identifying, managing
and monitoring material risks in each area of the business and for
regularly reviewing and updating the risk register, as well as
reporting to the Audit Committee in relation to risks, mitigations
and controls. As the Group operates principally from one office and
with relatively short management reporting lines, members of the
Executive Committee are closely involved in day-to-day matters and
able to identify areas of increasing risk quickly and respond
accordingly. The responsibility for each risk identified is
assigned to a member of the Executive Committee. The Audit
Committee considers risk management and controls regularly and the
Board formally considers risks to the Group's strategy and plans as
well as the risk management process as part of its strategic
review.
The risk register is the core element of the Group's risk
management process. The register is maintained by the Company
Secretary with input from the Executive Committee. The Executive
Committee initially identifies the material risks facing the Group
and then collectively assesses the severity of each risk (by
ranking both the likelihood of occurrence of the risk and its
potential impact on the business) and the related mitigating
controls.
As part of its risk management processes, the Board considers
both strategic and operational risks, as well as its risk appetite
in terms of the tolerance level it is willing to accept in relation
to each principal risk, which is recorded in the Company's risk
register. This approach recognises that risk cannot always be
eliminated at an acceptable cost and that there are some risks
which the Board will, after due and careful consideration, choose
to accept. The Group's risk register, its method of preparation and
the operation of the key controls in the Group's system of internal
control are regularly reviewed and overseen by the Audit Committee
with reference to the Group's strategic aims and its operating
environment. The register is also reviewed and considered by the
Board.
As part of the ongoing enhancement of the Group's risk
monitoring activities, we reviewed and updated the procedures by
which we evaluate principal risks and uncertainties during the
year.
Principal risks
The Group's risk register currently includes operational and
strategic risks. The principal risks faced by the Group in 2017,
taken from the register, together with the potential effects and
mitigating factors, are set out below. The Directors confirm that
they have undertaken a robust assessment of the principal risks
facing the Group. Financial Risks are shown in note 29 to the
Financial Statements.
Risk Description Risk mitigation Movement in
of risk and / control procedure risk
impact
--------------------------- -------------------------- ------------------------ ------------------------
Fraudulent or -A serious - Appropriate ->
accidental breach occurrence IT security The Board
of our security, of a loss, is undertaken considers
or ineffective theft or misuse for all key this risk
operation of of personal processes to to be broadly
IT and data management data or sensitive keep the IT the same as
systems leads or confidential environment the prior
to loss, theft information safe. year
or misuse of could result -Websites are
personal data in reputational hosted by specialist
or confidential damage, a third-party
information or breach of providers who
other breach data protection provide warranties
of data protection requirements relating to
requirements. or direct security standards.
financial -All of our
impact. See websites have
The General been migrated
Data Protection onto a new and
Regulation more secure
('GDPR') below. platform which
-Centaur is cloud hosted
collects and and databases
processes have been cleansed
personal data and upgraded
and confidential during 2015,
information 2016 and ongoing
from some in 2017.
of its customers, - External access
users and to data is protected
other third and staff are
parties. Centaur instructed to
is at risk password protect
from a serious or encrypt where
occurrence appropriate.
of a loss, -The Director
theft or misuse of Data and
of personal Analytics ensures
data or confidential that rigorous
information controls are
on our software/hardware in place to
due to the ensure that
actions of warehouse data
a Centaur can only be
employee, downloaded by
partner or the data team.
third party. Integration
See also GDPR of the warehouse
below with current
databases and
data captured
and stored elsewhere
is ongoing.
-Centaur has
a business continuity
plan which includes
its IT systems
and there is
daily, overnight
back-up of data,
stored off-site.
-Please see
below for specifics
relating to
GDPR compliance
/ Data
--------------------------- -------------------------- ------------------------ ------------------------
Regulatory; GDPR. The General Centaur has New Risk
Stricter requirements Data Protection engaged Wiggin
regarding how Regulation LLP to provide
Centaur handles ('GDPR'), legal advice
personal data, which is the on what changes
including that new data protection we are required
of customers law coming to make in order
and the risk into force to comply with
of a fine from in May 2018, GDPR. The measures
the ICO, third involves much we are taking
party claims stricter requirements include:
(e.g. from customers) for Centaur -Updating the
as well as reputational regarding 'consent' wording
damage if we its handling on our websites
do not comply. of personal and event registration
data. pages to ensure
language is
This includes: specific/ unambiguous
-customers -updating our
having greater unsubscribe
rights on process
how we use -improving our
their data data complaints
-Centaur having procedures
to provide - improving
specific information our procedures
to our customers for removing
on how we individuals
use their from databases
data where details
-new rules are inaccurate/
around how not needed
we obtain -updating our
customer's standard terms
consent to and conditions
being contacted across all products
- personal -updating our
data being privacy and
kept more cookies policy
securely; and website
time and access terms and conditions
- new contracts - amending our
being put contract with
in place between suppliers who
us and suppliers provide us with
that handle personal data
our data (ie lists) or
-new rules who handle data
about notifying on our behalf.
the ICO in
the event
of a breach
of GDPR
- a shorter
time period
for responding
to "subject
access requests"
from customers
- a requirement
to demonstrate
HOW we comply
with GDPR,
which means
we need to
improve our
internal record-keeping,
etc.
In the event
of a serious
breach of
the GDPR,
Centaur could
be subject
to a significant
fine from
the regulator
(the ICO)
and claims
from third
parties including
customers
as well as
reputational
damage.
The new maximum
fine for breach
of GDPR is
much higher
than the current
maximum fine
applicable
under current
UK data protection
legislation.
--------------------------- -------------------------- ------------------------ ------------------------
Serious systems -Centaur relies Centaur has ->
failure (affecting on its IT invested significantly The Board
core systems network to in its IT systems considers
and multiple conduct its and several this risk
products or functions) operations. key IT system to be broadly
or breach of The IT network upgrades have the same as
IT network security is at risk taken place for the prior
(as a result of a serious during 2017; year
of a deliberate systems failure - the ongoing
cyber-attack or breach development
or unintentional of its security of CRM (PCI
event) controls. compliance )
This could and finance
result from systems introduced
deliberate in 2015.
cyber-attacks - IT system
or unintentional improvements
events and in 2017 and
may include ongoing into
third parties 2018, following
gaining unauthorised completion of
access to an external
Centaur's audit of the
IT network security of
and systems our main IT
resulting infrastructure
in misappropriation carried out
of its financial by a specialist
assets, proprietary third party
or sensitive provider i.e.
information, Microsoft security
corruption against Ransomware
of data, or attacks
operational - where services
disruption, are outsourced
such as unavailability to suppliers,
of our websites contingency
and our digital planning is
products to carried out
users or unavailability to mitigate
of support risk of supplier
platforms. failure.
-If Centaur Lockton's is
suffers further advising us
serious cyber-attacks, in relation
whether by to any additional
a third party cover that is
or insider, appropriate
any operational to insure against
disruption a serious failure
may directly of IT network
affect our security controls.
revenues or -Migration of
collection Econ to our
activities. secure platform
- Centaur Wordpress in
may incur 2018 is underway
significant - we are upgrading
costs and our policies
suffer other in Q1 2018 to
negative consequences, further ensure
such as remediation our staff are
costs (including clear and accountable
liability for their IT
for stolen compliance.
assets or
information,
and repair
of any damage
caused to
Centaur's
IT network
infrastructure
and systems).
Centaur may
also suffer
reputational
damage and
loss of investor
confidence
resulting
from any operational
disruption.
--------------------------- -------------------------- ------------------------ ------------------------
Trends in advertising Print advertising Our Business
and direct sales revenues and Plans take into
of our print direct sales account the The Board
products result of our print market shrinkage considers
in declining products continued and where appropriate that our exposure
revenues from to decline print products to this risk
these sources more steeply are being replaced. has decreased
during the Our strategy since the
latter part includes identifying prior year
of 2016 as the type of due to the
direct revenue content our specific actions
from print audiences want we have taken
products dipped and how they to reduce
more sharply want to consume our dependency
than expected the content, on print advertising.
at the start meaning that
of the year, we are not simply
and are not putting print
being replaced products online
like-for-like to try to replace
with online diminishing
or digital print revenues
products. for traditional
The non-print brands. Centaur
media sector has been rapidly
has high levels reducing the
of competition company's exposure
from a wider to print advertising
group and and has significantly
low barriers increased revenues
to entry. from digital
This leads paid-for content.
to different In 2017 we reduced
pressures print volumes
on audience by over 60%
and customer across the financial,
retention legal, marketing
as well as and HR portfolios.
pricing. This involved
changes in frequency
This risk (weekly to monthly)
has increased and for some
since the brands moving
2015 reporting to digital-only
period due formats supported
to volatility by profitable
in advertising events and awards.
spend across
our markets We continue
in the weeks to monitor the
leading up decline in our
to and following print products
the UK's EU while at the
referendum. same time investing
The uncertainty in developing
following our digital
the EU referendum capability and
result in ability to scale
specific markets cross-media
including marketing solutions.
financial In addition
services continued to a new, flexible
throughout web platform
2016 and in we are developing
the first new revenues
half of 2017 streams from
and is expected, products, such
at the very as the Marketing
least, until Week Mini MBA,
firm plans which are exclusively
for the UK's digital and
exit from derive no revenue
the EU are from print.
established
by the UK We support our
government. product innovation,
by hiring people
with experiences
and skills in
new areas of
the market where
appropriate.
The role of
our Executive
Committee includes
anticipating
future changes
in the market
and ensuring
that our business
reacts or accelerates
our plans accordingly
However spend
cannot be assumed
to flow directly
to replacement
products and
therefore volatility
on advertising
in our core
sectors remain
a risk factor.
--------------------------- -------------------------- ------------------------ ------------------------
Key to movement
in risk from
last year (after
taking into
account mitigating
controls)
Increase in
risk
-> Risk unchanged
Decrease in
risk
-------------------------
Viability statement
In accordance with provision C.2.2 of the UK Corporate
Governance Code April 2016, the Directors have assessed the
viability of the Group over a three-year period to December 2020,
taking account of the Group's current position, the Group's
strategy, the Board's risk appetite and, as documented above, the
principal risks facing the Group and how these are managed. Based
on the results of this analysis, the Directors have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to
December 2020.
The Board has determined that the three-year period to December
2020 is an appropriate period over which to provide its viability
statement because the Board's financial planning horizon covers a
three-year period. In making their assessment, the Directors have
taken account of the Group's existing financing arrangements to
2019 (and assumed that financing will be available to replace the
current facility on similar terms), cash flows, dividend cover and
other key financial ratios over the period. These metrics are
subject to stress testing which involves sensitising a number of
the main assumptions underlying the forecasts both individually and
in unison. The assumptions sensitised include forecasted EBITDA,
cash conversion4 and capital expenditure. Where appropriate, this
analysis is carried out to evaluate the potential impact of the
Group's principal risks actually occurring, such as print and
advertising revenues continuing to shrink, staff attrition, UK
economic conditions and replication of products by competitors.
Sensitising the model for changes in the assumptions and risks
affirmed that the Group would remain viable over the three year
period to 2020.
Going concern basis of accounting
In accordance with provision C.1.3 of the UK Corporate
Governance Code April 2016, the Directors' statement as to whether
they consider it appropriate to adopt the going concern basis of
accounting in preparing the financial statements and their
identification of any material uncertainties to the Group's ability
to continue to do so over a period of at least twelve months from
the date of approval of the financial statements and for the
foreseeable future can be found on page 32.
Appendix C: Related Party Transactions
Group
Key management compensation is disclosed in note 5. There were
no other material related party transactions for the Group in the
current or prior year.
Company
During the year, interest was recharged from subsidiary
companies as follows:
2017 2016
GBPm GBPm
------------------ ------ ------
Interest payable 1.0 0.4
------------------ ------ ------
Borrowings of GBP17.5m were repaid (2016: GBP3.5m) by
subsidiaries on behalf of the Company.
The balances outstanding with subsidiary companies are disclosed
in notes 18 and 20.
There were no other material related party transactions for the
Company in the current or prior year.
Audit Exemption
For the year ended 31 December 2017 the Company has provided a
guarantee pursuant to sections 479A-C of the Companies Act 2006
over the liabilities of the following subsidiaries and as such they
are exempt from the requirements of the Act relating to the audit
of individual financial statements, or preparation of individual
financial statements, as appropriate, for this financial year.
Name Company Outstanding
number liabilities
(GBPm)
------------------------------------- --------- -------------
Centaur Communications Limited 01595235 10.6
------------------------------------- --------- -------------
Chiron Communications Limited 01081808 56.3
------------------------------------- --------- -------------
The Forum for Expatriate Management
Limited 06776955 0.2
------------------------------------- --------- -------------
Pro-Talk Ltd 03939119 0.2
------------------------------------- --------- -------------
Taxbriefs Holdings Limited 03572069 -
------------------------------------- --------- -------------
Taxbriefs Limited 01247331 0.4
------------------------------------- --------- -------------
Investment Platforms Limited 06439194 0.1
------------------------------------- --------- -------------
Venture Business Research
Limited 05663936 1.4
------------------------------------- --------- -------------
The Profile Group (UK) Limited 05243851 0.7
------------------------------------- --------- -------------
Econsultancy.com Limited 04047149 0.8
------------------------------------- --------- -------------
Mayfield Publishing Ltd 02034820 -
------------------------------------- --------- -------------
Your Business Magazine Limited 01707331 0.3
------------------------------------- --------- -------------
MarketMakers Incorporated 05063707 -
Limited
------------------------------------- --------- -------------
The newly acquired business MarketMakers Incorporated Limited
will have its statutory audit for the year ended 31 December 2017
performed by RSM UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSIJMITMBAMBAP
(END) Dow Jones Newswires
April 03, 2018 11:15 ET (15:15 GMT)
Centaur Media (AQSE:CAU.GB)
Historical Stock Chart
From May 2024 to Jun 2024
Centaur Media (AQSE:CAU.GB)
Historical Stock Chart
From Jun 2023 to Jun 2024
