F Y 2 0 2 2
ANNUAL
REPORT
Annual Report and Accounts 2022 / 3
Contents
6
Group Overview
10
Chair’s Statement
12
Our Purpose And
Strategy
14
How We Execute On
Our Strategy
18
Our Business Model
20
Key Performance
Indicators (Kpis)
22
Chief Executive’s Q&A
25
Operational Review
36
Our Future, Our
Responsibility
55
How We Engage With
Our Stakeholders
58
S172 Statement
74
Chair’s Introduction
76
Governance
Framework
78
Board Of Directors
83
Nomination
Committee
86
Audit And Risk
Committee
90
Directors’
Remuneration Report
98
Annual Report On
Remuneration
114
Directors’
Remuneration Policy
120
Directors’ Report
123
Directors’
Responsibility
Statement
126
Independent
Auditors' Report
138
Consolidated Income
Statement
138
Consolidated
Statement Of
Comprehensive
Income
139
Consolidated
Statement Of
Changes In Equity
139
Company Statement
Of Changes In Equity
140
Consolidated Balance
Sheet
141
Company Balance
Sheet
142
Consolidated Cash
Flow Statement
143
Notes To The
Consolidated Cash
Flow Statement
145
Accounting Policies
152
Notes To The
Financial Statements
62
Financial Review
66
Risks And
Uncertainties
68
Summary Of Principal
Risks
71
Longer Term Viability
Statement
34
Responsibility
Committee Report
36
Our Future, Our
Responsibility
50
Task Force On
Climate-Related
Financial Disclosures
55
How We Engage With
Our Stakeholders
58
S172 Statement
Strategic
Report
Corporate
Responsibility
Corporate
Governance
Financial
Review
Financial
Statements
4 / Future plc
Annual Report and Accounts 2022 / 5
Strategic
report
6 GROUP OVERVIEW
10 CHAIR’S STATEMENT
12 OUR PURPOSE
AND STRATEGY
14 HOW WE EXECUTE ON
OUR STRATEGY
18 OUR BUSINESS MODEL
20 KEY PERFORMANCE
INDICATORS (KPIS)
22 CHIEF EXECUTIVE’S Q&A
25 OPERATIONAL REVIEW
32 OUR FUTURE,
OUR RESPONSIBILITY
54 HOW WE ENGAGE
WITH OUR STAKEHOLDERS
58 S172 STATEMENT
6 / Future plc
North America
(USA and Canada)
% Group
Revenue 325.9 39%
Employees 2,274 76%
UK & ROW
% Group
Revenue 499.5 61%
Employees 715 24%
Our content is published and distributed through various
forms: websites, email newsletters, videos, magazines,
events and has three core monetisation frameworks
(advertising, eCommerce affiliate and direct consumer
monetisation as described on the next page).
Our content reaches 1 in 3 adults online in the UK and
in the US.*
The successful execution of the strategy is based on a
value-led organisation with a clear purpose: “We
change people’s lives through sharing our knowledge
and expertise with others, making it easy and fun for
them to do what they want”.
For more information, please visit our website:
www.futureplc.com/investor-relations
* Source comScore Med a Metr x Demograph c Profile, September
2022 - Desktop Age 2+ and Total Mob le 18+
Group overview
Group overview
Our reach Verticals
NEWS
SAVINGS
WEALTH
BUSINESS
INSIGHT
TRADE
ASSOCIATIONS
TECH
GAMES
ENTERTAINMENT
MUSIC
PHOTOGRAPHY
TECHNOLOGY
SPORT
WOMEN’S
HOMES
KNOWLEDGE
HEALTH &
WELLBEING
L
I
F
E
S
T
Y
L
E
,
K
N
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S
Annual Report and Accounts 2022 / 7
Group revenue
1. Advertising (36% of Group s revenue,
39% n FY 2021) s the revenue we
earn from ads d splayed alongs de
our content on var ous platforms (our
own webs tes, soc al platforms,
v deos, ema l newsletters, magaz nes
(phys cal or d g tal), and events
(phys cal or d g tal).
2. Direct consumer monetisation (31%
of Group s revenue,25% n FY 2021) s
der ved through the d rect purchase of
content or serv ces by consumers e.g.
the sale of magaz nes e ther d rectly
from the newsstand or through
subscr pt ons, or the purchase of an
onl ne membersh p.
3. eCommerce affiliate (33% of
Group s revenue, 36% n FY 2021) s
the comm ss on we earn when an
onl ne user cl cks through to a reta ler
or serv ce prov der s webs te to make
a purchase, we offer th s across our
content and compar son webs tes.
Top 10 Brands
TechRadar 31.3
Tom's Guide 29.9
CinemaBlend 27.0
GamesRadar 19.9
Live Science 19.8
PC Gamer 18.6
MarieClaire.com 13.9
Space.com
12.4
Windows Central 7.9
Who What Wear 7.4
Other 124.8
TOTAL ONLINE USERS
3
(M) 312.9
FY 2022 financials
Future wheel of monetisation
Adjusted
1
results FY 2022 FY 2021 Var
Revenue (£m)
825.4 606.8 +36%
Adjusted operating profit (£m)
271.7 195.8 +39%
Adjusted operating profit margin (%)
33% 32% +1ppt
Adjusted diluted EPS (p)
163.5 131.9 +24%
Adjusted Free Cash Flow
2
(£m) 267.2 199.3 +34%
Statutory results
FY 2022 FY 2021 Var
Revenue (£m)
825.4 606.8 +36%
Operating profit (£m)
188.6 115.3 +64%
Operating profit margin (%)
23% 19% +4ppt
Profit before tax (£m)
170.0 107.8 +58%
Cash generated from operations (£m)
268.5 197.2 +36%
Diluted EPS (p)
100.9 58.1 +74%
Adjus ed resul s are adjus ed o exclude share-based paymen s (rela ing o equi y se led share awards wi h ves ing periods longer han 2 mon hs) and associa ed social securi y cos s, excep ional
i ems, amor isa ion of in angible asse s arising on acquisi ions and any rela ed ax effec s.
2 Adjus ed free cash flow is defined as adjus ed opera ing cash flow less capi al expendi ure. Capi al expendi ure is defined as cash flows rela ing o he purchase of proper y, plan and equipmen
and purchase of compu er sof ware and websi e developmen . Adjus ed opera ing cash flow represen s cash genera ed from opera ions adjus ed o exclude cash flows rela ing o excep ional i ems
and paymen of accruals for employer’s axes on share-based paymen s rela ing o equi y se led share awards wi h ves ing periods longer han 2 mon hs, and o include lease repaymen s following
adop ion of RS 6 eases. Adjus ed free cash flow conversion reflec s adjus ed free cash flow as a percen age of adjus ed opera ing profi .
3 Online users are aken from GoogleAnaly ics. Unless s a ed o herwise, online users are mon hly and he mon hly average across he year
33%
NEWSLETTERS
LEAD
GENERATION
AVOD
EVENTS
DIGITAL
ADVERTISING
PRODUCTS
SERVICES
NEWSTRADE
SUBSCRIPTIONS
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36%
31%
8 / Future plc
Group overview
We own and operate c250 brands segmented in four main categories
and 16 content verticals, you can see a snapshot of our brands here:
Our brands
Annual Report and Accounts 2022 / 9
10 / Future plc
Dear Shareholders,
am del ghted to report another h ghly
successful year for Future wh ch has del vered
strong growth, both organ cally and
norgan cally, across all our key metr cs.
These results, ach eved aga nst a very
challeng ng econom c backdrop, demonstrate
the res l ence and robustness that our
d vers fied strategy br ngs to the Group, and
the effect veness of our bus ness model. They
are also testament to the strength of our
Execut ve Leadersh p Team comb ned w th
the enormous hard work, ded cat on and
enthus asm that all our colleagues across
Future put nto the r roles, aga n r s ng to the
cons derable challenges of adapt ng to new
work ng models post-Cov d wh lst deal ng
w th the many macro-econom c ssues that
have cont nued to d srupt bus nesses across
the world.
FY 2022 in review
Dur ng the year, the Group made progress on
aud ence and leardersh p pos t ons w th
onl ne users of 313m (FY 2021 305m), a +3%
reported growth dr ven by the acqu st on of
Denn s, What Culture and Who What Wear.
Revenue reached £825.4m (FY 2021
£606.8m), a +36% ncrease over the pr or year
of wh ch +2% was organ c dr ven by Med a
organ c revenue growth of +5%.
The Group cont nues to demonstrate strong
operat ng leverage w th a +1ppt adjusted
marg n progress on to 33% (FY 2021 32%)
translat ng nto adjusted operat ng profit of
£271.7m (FY 2021 £195.8m), a +39% year-on-
year ncrease of wh ch ~21% was organ c and
due to the platform effect. On a statutory
bas s, operat ng profit was £188.6m (FY 2021
£115.3m), a +64% year-on-year ncrease,
lead ng to an operat ng marg n of 23%, a 4ppt
year-on-year ncrease (FY 2021 19%). The
Group rema ns h ghly cash generat ve w th
adjusted free cash flow of £267.2m (FY 2021
£199.3m), represent ng 98% of adjusted
operat ng profit (FY 2021 102%). Cash
generated from operat ons was £268.5m (FY
2021 £197.2m).
You can read more about the rev ew of FY
2022 n pages 60 to 71 as well as n Z llah s
Q&A on pages 22 to 24.
Continued execution of the strategy
supported by a strong business model
The last year saw cont nued successful
execut on of the strategy that has del vered
value for Future shareholders over the recent
past. We have created a global platform for
ntent-led spec al st med a, w th scalable,
d vers fied brands and products, underp nned
by propr etary technology and enabled by
data, del ver ng d vers fied revenue streams.
At the heart of the Group l es our content.
The Group cont nues to nvest n content to
ensure that we are always prov d ng our
aud ences w th the most valuable and
relevant nformat on that they need to fulfil
the r nterests and needs, regardless of how
they w sh to consume th s content - prov ded,
of course, that the creat on and del very of the
content s commerc ally v able. Our content s
a med at aud ences that are pass onate, ask a
lot of quest ons and have a h gh- ntent to
purchase. These character st cs are
fundamental n mak ng our aud ences
relevant from a monet sat on perspect ve. Our
aud ence engagement allows us to capture
valuable propr etary first-party data wh ch,
comb ned w th our data aud ence platform
Aperture, further mproves our monet sat on
by enabl ng target ng w th n the Future
ecosystem. For more on Aperture, please
read the case study on page 13.
The Group s, by des gn, h ghly d vers fied
n content w th 16 d fferent content vert cals
organ sed around four d v s ons, n routes of
monet sat on w th three ma n segments
(advert s ng, aff l ate and d rect consumer
monet sat on) and n geograph es (pr nc pally
the UK and US). Th s d vers ficat on enables
the Group to manage uncerta nt es, ta lw nds
and headw nds, dr v ng cons stent robust
performance on all key metr cs revenue
growth, profitab l ty and cash convers on.
Future s organ sed as a matr x to ensure
that every t tle benefits from the platform,
from expert se and eff c ent processes
del vered by the centres of excellence to the
benefit of propr etary technology and shar ng
of data across the Group. n turn, the platform
benefits from the exper ences and expert se
that each new vert cal and t tle br ngs to the
Group. Th s one-platform approach ensures
ncremental mprovements from one t tle are
shared by many. The operat ng model also
prov des flex b l ty and ag l ty across the
organ sat on, lean ng nto areas of
momentum to max m se growth and allow ng
the ed tor al team to p vot the content to
ant c pate aud ence needs. The model s also
h ghly eff c ent and allows for cont nued
marg n progress on. You can read more about
the Group s strategy and bus ness model on
pages 12 to 19.
M&A s used as an accelerator of our strategy
by add ng content and/or capab l t es to dr ve
further aud ence growth and new routes of
monet sat on. The Group completed four
transact ons dur ng the year and one n
October 2022 allocat ng over £400m of
cap tal. Th s nvestment was funded from cash
and bank fac l t es, wh lst ma nta n ng
leverage below 2x, cont nu ng to deploy our
balance sheet strength effect vely and w th
d sc pl ne. Denn s, acqu red at the start of the
financ al year n October 2021, has brought key
add t onal content to the Group (MoneyWeek
and K pl nger) to s gn ficantly strengthen our
These results, achieved against
a very challenging economic
backdrop, demonstrate the resilience
and robustness that our diversified
strategy brings to the Group, and the
effectiveness of our business model
Richard Huntingford Chair
Chair’s statement
Group overview
Annual Report and Accounts 2022 / 11
Wealth vert cal, as well as g v ng the Group a
robust operat ng model for subscr pt ons and
lead generat on.
n March 2022, we acqu red WhatCulture,
the d g tal-only brand focused on the gam ng
and enterta nment market, wh ch strengthens
our pos t on n v deo, notably w th ts expert se
n monet sat on on YouTube. At the same t me,
we complemented th s add t on to our stable
w th the acqu s t on of data ns ght platform
Wa ve wh ch prov des ntell gence on
emerg ng content trends, prov d ng a valuable
enhancement to our Aperture data platform
and our data sc ence capab l t es. F nally, n
June, we acqu red a lead ng US d g tal-only
women s l festyle publ sher, Who What Wear,
wh ch s gn ficantly strengthens our pos t on n
the Women s L festyle market, mak ng the
Group number s x n the Comscore rank ng for
Fash on and Beauty n the US.
Future has a strong track record of successfully
ntegrat ng acqu s t ons by deploy ng a proven
ntegrat on playbook. Th s playbook s
cont nuously enhanced thanks to constant
feedback we generate follow ng the latest
ntegrat on. As part of our corporate
governance, the Board also carefully rev ews
all acqu s t ons twelve months after
ntegrat on to assess whether the strateg c
rat onale and financ al object ves for the
acqu s t on have been met.
A responsible and resilient business
The successful execut on of Future s
strategy s underp nned by our values. As a
purpose-dr ven organ sat on, our strategy s
to operate as a respons ble bus ness and
everyth ng we do s underp nned by our
purpose and values wh ch fosters an al gned
culture across the organ sat on.
Be ng a respons ble employer s an mportant
part of our strategy and we were qu ck to
recogn se the mpact that soar ng energy
pr ces and nflat on would have on our people
n terms of the r financ al wellbe ng. We are
proud of the fact that n all our markets we
have a Future base-level wage that s h gher
than any central or local government
standard. However, we thought t was
mportant that we should do even more to
help our colleagues. We accelerated the
payment of our all-staff annual profit pool
bonus scheme so that 40% of the full-year
bonus was pa d n June to help m t gate the
mmed ate nflat onary pressures be ng felt by
our employees. n add t on, we have
accelerated the standard salary rev ew
process from January 2023 to November 2022
and for colleagues w th lower salar es, we
have made a one-off add t onal payment of
2% of salary n FY 2023.
n December 2021, we were pleased to launch
our Respons b l ty strategy, ent tled Our
Future, Our Respons b l ty , wh ch outl ned our
ESG amb t ons to help bu ld a more
susta nable future for our commun t es and
planet. The strategy reflects our comm tment
to dr ve further change w th n our own
company and through the content we
produce. We are focus ng our efforts on what
s mportant to us at Future and where we can
make a un que d fference, bu ld ng on what we
do already, w th clear amb t ons to do more.
Further deta ls on our Respons b l ty strategy
and the n t at ves carr ed out n the year can
be found on pages 34 to 53.
Board composition
We cont nue to benefit from a strong Board
that br ngs a breadth of relevant sk lls and
d vers ty n terms of exper ence, background
and gender. As covered n my statement last
year, Rachel Add son stood down from her
pos t on as CFO on 31 October 2021 and we
were del ghted to announce the appo ntment
of Penny Ladk n-Brand as CFO, effect ve 1
November 2021. Penny had served as Ch ef
Strategy Off cer from June 2020, hav ng
prev ously served as CFO of the Group
from 2015.
n September 2022, we announced that
Z llah Byng-Thorne had nformally nd cated
that she would l ke to step down as CEO by
the end of 2023, around her 10-year
ann versary at the Group. As ment oned n
last year s annual report, CEO success on has
been an ongo ng focus of the Board and the
Nom nat on Comm ttee, and a formal search
for a successor s underway through the
appo ntment of a global lead ng execut ve
search firm. We w ll commun cate the
outcome of that search as appropr ate n due
course, and, n the meant me, would l ke to
thank Z llah for her ongo ng, t reless
comm tment to the Group. n add t on,
Penny s role has been extended to Group CFO
and Strategy Off cer. Penny w ll cont nue to
lead all finance act v t es w th n the
organ sat on, and w ll now also focus on
norgan c growth opportun t es and execut on
of the strategy to del ver med um and long
term growth.
The b ograph es of the current d rectors can
be found on pages 78 to 79.
Looking forward
Wh lst we expect the current challeng ng
macro-econom c cond t ons w ll cont nue to
be d ff cult for consumers and bus nesses
al ke, am confident that Future s clear, proven
strategy, res l ent bus ness model and lead ng
market pos t ons means we are well placed to
not only deal w th these tough trad ng
cond t ons, but also to grow market share by
outperform ng peers n terms of the qual ty of
the serv ce we prov de to our loyal aud ences.
We w ll cont nue to focus on both runn ng our
bus ness except onally and nvest ng n
growth opportun t es as appropr ate. rema n
as confident as ever that Future w ll cont nue
ts strong track record of success n the
com ng years.
Richard Huntingford
Chair
30 November 2022
12 / Future plc
Group overview
Future is a global platform for intent-led
specialist media underpinned by
technology, enabled by data; with
diversified revenue streams. We are a
global leader in intent-led media, helping
people achieve their goals while
entertaining and engaging them. Our
purpose is clear: “We change people’s
lives through sharing our knowledge and
expertise with others, making it easy and
fun for them to do what they want.” Our
purpose is central to the way our strategy
is deployed and our organisation behaves.
Our strategy is simple and our focus is on
the consistency of its execution whilst
managing the risks. For more on risks,
please go to pages 66 to 70.
We leverage our data
and analytics to predict
our audiences’ needs, this
drives innovation and
execution of our strategy
Data s an nherent part of our bus ness and we have a wealth
of r ch first-party data, across our mult ple data sources
(rang ng from newsletter subscr pt ons, to onl ne aud ence
behav our, to pr ce compar son ns ght around spend ng
trends). Th s data helps us to understand our aud ences needs,
creat ng the most relevant content for them, serv ng the most
contextual ads or understand ng how to nnovate our product
format. Wh le Aperture - our data aud ence platform, allows
advert sers to access Future s r ch first-party aud ence data
captured across our vast portfol o of brands, help ng them
reach h gh- ntent target aud ences. The recent acqu s t on of
Wa ve has enabled us to launch our SmartD scovery
technology wh ch s help ng us to spot consumer trends onl ne
faster. All of the data we use and access compl es w th all
regulatory requ rements n terms of pr vacy.
We help people do the things
that matter in their life, our
content and brands give
them a place where they want
to spend their time while
meeting their needs
We successfully del ver expert content that our aud ences want
to consume about the th ngs that matter to them. Our
aud ences are largely endem c and ntent-led, so t s cruc al for
us to be a trusted partner to help them meet the r needs.
We cont nue to monet se our h ghly-engaged aud ences
through webs tes, events, soc al med a, ema l newsletters,
podcasts and magaz nes. We operate pr mar ly n Engl sh
speak ng markets where we a m to have leadersh p pos t ons.
We expand our global
reach through organic
growth, acquisitions and
strategic partnerships
n order to ncrease our eff c ency we look to max m se our
reach n the Engl sh-speak ng markets, th s allows us not only
to create content once but to ncrease our aud ence reach
mater ally by look ng beyond the UK. To dr ve susta nable
growth, we bel eve we need to grow organ cally and cont nue
to nvest n ed tor al, product and eng neer ng resources to
fac l tate th s, wh le we also look to acqu s t ons and
partnersh ps to accelerate our growth. The recent acqu s t on of
Who What Wear s a great example of us ng acqu s t ons to
accelerate our global reach n Fash on & Beauty. For more
nformat on on th s, you can v ew our Cap tal Market Day from
September 2022 wh ch s ava lable on replay on the nvestor s
sect on of our webs te.
Our purpose
and strategy
Annual Report and Accounts 2022 / 13
We diversify our monetisation
models to create significant
revenue streams. We are focused
on three material revenue types,
Advertising, Direct consumer
monetisation and eCommerce
affiliate
We bel eve that operat ng a d vers fied revenue model enables
our bus ness to w thstand cycl cal ty to the extent t occurs. As
a result we operate across both B2B and B2C, n four ma n
content d v s ons - for example, money sav ng adv ce would be
n demand n a recess onary env ronment.
n add t on to d vers fied aud ences, we have three ma n
revenue streams, wh ch are frequently ncremental to each
other. For example we are focused on creat ng eff c ency and
ncreas ng susta nab l ty w th n our content. As a result we a m
to create content that endures through t me, help ng as many
people as poss ble, w th mult ple opportun t es to synd cate
both nternally and externally. Content publ shed n a
magaz ne (consumer d rect & pr nt advert s ng monet sat on)
can then be republ shed onl ne (aff l ate & d g tal advert s ng)
or added to a newsletter content (advert s ng).
Case Study – Aperture
What is Aperture?
Aperture s our end-to-end data platform that enables us to collect,
process and act vate data across all of our brands and across all the
spokes of the Future wheel.
Aperture where data comes to life for Future.
Aperture s the Van lla for our data a s ngle, scalable, propr etary and
ag le platform that unlocks value across the Future portfol o.
Why Aperture?
To max m se the value of our data, part cularly first-party data.
Why s our data valuable 1. Because of the nature of our aud ence
wh ch g ves very strong s gnals by be ng spec al sts w th h gh
engagement and ntent (aff l ate). 2. Because of the current d rect on
of travel on pr vacy we are n control of our data, first-party (on our
platform), perm ss oned (collect on of content) and we protect our
users pr vacy by stor ng, secur ng and manag ng our data.
How does it work?
The platform s the enabler but t s the spec fic act vat ons that dr ve
mproved monet sat on we can act vate Aperture to segment the
aud ence to prov de n che valuable advert s ng segments, we can
act vate Aperture to ensure we wr te relevant art cles, etc.
We operate as a responsible
business driven by strong
purpose, value and culture. Our
strategy drives returns and
sustainability for the long term
We are a value-led bus ness and th s s ngra ned w th n the
organ sat on but the hor zon goes beyond the Future borders
and we look to have a pos t ve mpact for our aud ences
through our expert content, for our employees and for our
commun t es. We bel eve n respons ble cap tal sm, work ng
accord ng to our values, we have a people strategy that
develops early careers, has flex ble work ng pract ces and
cons ders remunerat on respons bly w th benefits beyond just
base pay - nclud ng l fe assurance for all staff and an all-staff
bonus profit share. We play an act ve part n our local
commun t es and look to take the lead w th our ndustry as
requ red. We bel eve that th s hol st c approach to susta nable
bus ness allows us to del ver returns for the long term.
For more nformat on about our Respons b l ty strategy please
go to page 34.
This is only the start, Aperture is a product in constant evolution
with further opportunities ahead.
Audience
Sources
Future’s Data Sources
Platform
Aperture Data Platform
Activation
Aperture Data Platform
Business CustomerClients Editorial
Website data
By customer to create
advertising segments
By article to drive
audience – SmartDiscovery
By article and customer to
drive engagement –
Next Best Action
Search performance
Ads data
Affiliate click & conversion
Article data
PCW data Content classification
CRM/Subscription data ID and profile creation
Social data Scalability and flexibility
This is an example of an ad matching women with travel interest
for a sun cream product.
14 / Future plc
Group overview
We believe that strategy is the easy part and execution is what makes
the difference. This is why we focus on ensuring consistent and
sustainable execution. This consistent focus on delivery drives results.
The right audience
At Future we want to ensure we are market leaders, and grow ng
our aud ence s at the heart of th s. Typ cally there s a correlat on
between aud ence growth and revenue growth, wh le hav ng a
leadersh p pos t on generally results n better monet sat on and
y eld mprovements. Consequently, grow ng our aud ences s a core
part of our strategy. However, hav ng the relevant aud ence s also
an mperat ve. For example, hav ng a large aud ence at our
Go.Compare brand that does not transact, s not valuable. For our
prem um content, find ng the one person who w shes to subscr be
s far more valuable than an unqual fied aud ence. As a result
find ng the r ght aud ence s a core underp n of our strategy.
Growing the monetisation
Grow ng the monet sat on prov des stronger operat ng leverage,
dr v ng marg n progress on. Monet sat on can be mproved e ther by
ncreas ng pr ces, for example by sell ng an aud ence d rect rather
than programmat cally, or by add ng an add t onal monet sat on
method. For example, some content powers both d g tal advert s ng
d splayed on the webs te but can also attract an aff l ate comm ss on
on a transact on.
Hav ng our own propr etary technology means that we can focus on
small terat ve mprovements wh ch across our now s gn ficant
volume can del ver ups de. Through t me, th s has fac l tated an
ab l ty to monet se an aud ence wh ch we bel eve to be ncred bly
strong and have seen y eld upl fts from deploy ng Hybr d, our
advert s ng technology, onto a newly acqu red s te.
Group overview
Strategic objectives
Proprietary
technology
Grow relevant and
valuable audiences
Diversify and
grow monetisation
Expert
content
Enablers
Objectives
Operating
model
How we execute
on our strategy
Pillars
Sustainable
organic growth
The Platform
Effect
Value creating
M&A
We have two strategic objectives, ensuring we have the most relevant and valuable audiences and
ensuring we are able to grow our monetisation. The delivery of these objectives creates long term value by
providing further leadership positions and benefits of scale and the platform. Breaking down the strategy
into intentional steps creates an agile organisation that can manage risks and adapt quickly to the
constantly changing media landscape and is able to prioritise accordingly.
Annual Report and Accounts 2022 / 15
www.mozo.com
Mozo
Three
execution
pillars
There are mult ple ways of dr v ng organ c
growth, wh ch also means that we can lean
nto areas of strengths and m t gate areas
under pressure, enabl ng the Group to del ver
revenue growth cons stently. Th s s the
power of diversification, by geography,
revenue type and content vert cal.
Dr v ng vertical leadership s a key lever to
accelerate the monet sat on of a content
vert cal, by grow ng the aud ence to unlock a
market lead ng pos t on. We use data and
expert content creators to wr te the content
that our aud ences want to read and what s
most useful for them. We ensure that the
content s also current, refresh ng on a
regular bas s our adv ce and “best of l sts to
enable ongo ng relevance and demonstrate
expert se, th s helps us to rank h ghly on
Search Eng ne Opt m sat on (SEO) wh le
meet ng our aud ences needs. W th our
evergreen content we ensure that we wr te t
once and monet se t many t mes and th s
approach contr butes to our operat ng
leverage. We bel eve n a pod um approach,
where we want to be our own compet t on
and max m se our aud ence reach by
focus ng on the same categor es across a
number of d fferent brands.
We have 28 leadership positions.
Attract ve vert cals to us are vert cals that
demonstrate aud ences w th ntent (l kely to
make a purchase of a product or a serv ce),
that ask a lot of quest ons that our expert
content can answer or who are h ghly
engaged and loyal. Our newest vert cal,
Wealth & Sav ngs was created n FY 2021
w th the organ c launch of The Money Ed t n
July 2021 and powered by the acqu s t on of
Mozo and GoCo plc n February 2021 and
K pl nger and MoneyWeek n October 2021.
We look to reach Engl sh-speak ng markets,
w th a US-first mindset: the US aud ence s
almost five t mes b gger than n the UK, so
by pr or t s ng the US aud ence we dr ve
h gher aud ences and return on our
content nvestment.
The model works, since 2018, we recorded
an average of 17% organic growth for
online users which translated into an
average organic Media revenue growth of
25%. Some brands which have been in the
market for decades continue to grow
audiences; which gives us great
confidence for the future. For example,
Tom’s Guide which was launched in 2007
has grown online users from 13.8m in 2018
to 29.9m in 2022, a CAGR growth of 21%.
Our execution
is focused on
three pillars:
• Organic growth
• Platform Effect
• Value-creating
M&A
We create our
own momentum.
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Pillar 1: Sustainable organic growth
www.kiplinger.
Kiplinger
www.gocompare.com
Go.Compare
16 / Future plc
Group overviewGroup overview
The Platform Effect is more than
operating leverage and growing the
bottom line, it is about the multiplier
effect of the organic and inorganic
capabilities that deliver unique value
creation, both in top and bottom lines.
We believe our platform model is a
source of competitive advantage.
Content
Our evergreen content means that we wr te
t once and monet se t many t mes, creat ng
strong operat ng leverage - about 50% of our
content s evergreen. For example, the “how
to clean my b ke art cle on Cycl ng Weekly s
an art cle that w ll largely be unchanged yet
w ll st ll be relevant for many years and
cont nue to earn revenue from user v ews.
Expert content s the key to our success and
s the pr mary focus of nvestment n the
Group. We cont nue to re nvest n content by
h r ng expert ed tor al heads as well as
develop ng talent w th n the Group.
Our digital-first approach to content
enables our content to be re-used n mult ple
med a, creat ng mult ple monet sat on routes
for one same p ece of content both through
t me as ment oned above but also through
var ous d fferent d str but on channels as
determ ned by our aud ence demand. For
example, we prolong the l fe of magaz nes
v a pr c ng and d str but on and by ncreas ng
the m x of subscr pt ons. Magaz nes are a
valuable, profitable and cash generat ve
segment wh ch br ng expert content and can
be expanded nto prem um ed t ons and
bookaz nes as well as subscr pt ons.
Bookaz nes are luxury ed t ons of magaz ne
format content w thout a per od c ty. The
benefit of bookaz nes s that t encompasses
a wealth of evergreen content and s sold at a
prem um w th no shelf l fe, result ng n a
better return on sale for reta lers and less
cost to merchand se. S m larly, n our
photography vert cal, we produce the
Photography Show, we publ sh magaz nes
Pillar 2: The Platform Effect
such as D g tal Camera, D g tal Photographer,
PhotoPlus, and we own and operate the
webs te D g tal Camera World that s
monet sed through d g tal advert s ng and
aff l ate revenue. The d fferent offer ngs
prov de a halo effect w th the vert cal sales
team able to offer packages across the
d fferent products.
Global-first mindset: we focus on Engl sh-
speak ng countr es to create greater operat ng
leverage. Operat onally, our teams are global
and we focus on del ver ng the best content
from our nvestment through a focus on access
to talent n our operat ng locat ons and
develop ng our own talent through an early
careers focus. A good example of th s s Louder,
one of our mus c webs tes, all of our ed tor al
team s based n the UK desp te two th rds of
the revenue be ng generated n the US.
Proprietary technology
We cont nue to nvest n our propr etary
technology, wh ch s a key enabler of the
execut on of the strategy. We have a one
platform approach wh ch dr ves scalab l ty
and h gh return on cont nued nvestment but
also ensures that our organ sat on rema ns
ag le and proact ve w th ndustry changes. As
a result, when we enhance our technology th s
s leveraged across the Group. We bel eve our
propr etary technology s a source of
compet t ve advantage for two reasons
1. The one platform approach dr ves scalab l ty
and ag l ty at a lower ncremental cost
2. Our propr etary technology stack s un que
and comprehens ve.
Dur ng the year, we have further deployed
Eagle, our propr etary voucher technology,
to Tom s Gu de. n add t on, we have been
work ng on the re-platform ng of the aff ate
eCommerce for serv ces w dget to be
able to ut l se on Future s Owned &
Operated webs tes to create a new
d str but on channel.
Centres of excellence
The centres of excellence have the same
ph losophy as the other p llars we have
ment oned do t once, apply t across many
areas . They enable us to have one common
approach but also g ves us the capab l ty to
nvest n the areas that benefit the whole of
the Group. For example, we have an SEO
centre of excellence wh ch shares ts
expert se across the Group. n add t on, we
have a talent centr c locat on approach to
these centres of excellence wh ch means we
focus on br ng ng teams together n
locat ons where we can h re and develop
talent, enhanc ng our operat ng leverage.
Th s year, we opened a new US hub n
Atlanta to ensure we can attract and reta n
talent through prox m ty to un vers t es
wh lst be ng located n a locat on n l ne w th
our respons b l ty strategy wh ch allows for
both retent on of staff and an affordable
env ronment to have a good qual ty of l fe.
Dur ng the year we also announced a new
UK hub n Card ff (Wales, UK) to prov de
access to a new source of talent n the UK
wh ch w ll open n January 2023.
The Platform Effect works, since FY 2018,
the margin has grown by 190ppt to 33%.
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Proprietary
Technology
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Content
Annual Report and Accounts 2022 / 17
Sustainable profit growth
By executing on the strategy, we target
adjusted operating profit growth of 25%
per annum, which can be funded
organically, broken down in three
categories:
1. Organ c adjusted operat ng profit (AOP)
growth of 10% through a comb nat on of
aud ence growth and mproved
monet sat on of the overall grow ng
aud ence.
2. Platform Effect dr ves 5% of AOP
growth through the scale benefits of
the group comb ned w th synerg es
from acqu s t ons.
3. F nally, acqu s t ons dr ve 10% of AOP
growth by us ng our Free Cash Flow
generat on.
We bel eve these targets are ach evable
on average and on a susta nable bas s.
In FY 2022, we delivered +39% of AOP
growth: 11% organic, 10% from platform
effect and 18% from acquisitions.
Whilst organic growth is our priority, we
look to accelerate the strategy through
M&A. At its core, this pillar aims to
increase our market leadership, or enter
new markets. There are three types of
acquisitions: tactical, strategic or
transformative and they each fall into
three categories: content, capabilities or
both. The M&A pipeline also depends on
our own valuation.
A content acquisition s an acqu s t on
where we look to e ther bolster an ex st ng
content vert cal or enter a new one. For
example, n March 2022, we acqu red
WhatCulture, a d g tal-only brand focused on
the gam ng and enterta nment market. Th s
acqu s t on notably re nforces Games and
Enterta nment vert cals wh lst benefit ng
from the Future operat ng model.
A capability acquisition s an acqu s t on
that adds a technology or a route of
monet sat on. For example, n March 2022
we acqu red Wa ve, a data ns ght platform,
wh ch prov des ntell gence on emerg ng
content trends. Th s acqu s t on strengthens
Aperture, our data platform and prov des
ns ght for content product on.
A tactical or bolt-on acquisition s a small
acqu s t on, funded out of cash and s usually
a content-based acqu s t on to del ver on our
pod um strategy, such as the WhatCulture
acqu s t on ment oned above.
A strategic acquisition s an acqu s t on that
e ther adds capab l ty and or enters a new
vert cal. For example, n October 2021, we
acqu red Denn s wh ch enhanced our wheel
by add ng subscr pt ons capab l t es as a
route of monet sat on and ncreased our
B2B portfol o.
A transformational acquisition s an
acqu s t on that furthers the Group strategy
n terms of s ze but also adds content and/or
capab l t es n adjacenc es. For example, n
February 2021 we acqu red GoCo Group plc
wh ch added eCommerce aff l ate
technology for serv ces but also entered a
new vert cal w th Wealth & Sav ngs.
We are very d sc pl ned regard ng
acqu s t ons, both on valuat on but also on
the un que value creat on opportun t es. Th s
s why our rat o of rev ewed vs executed
transact ons s 23 to 1 n FY 2022.
The full ntegrat on of acqu s t ons s an
mportant part of our M&A playbook wh ch
has proven ts eff cacy over our mult ple
transact ons - 16 transact ons s nce 2018. We
focus the first four to s x months of an
acqu s t on on fully ntegrat ng all the systems
and technolog es and people. Th s “ ndustr al
phase of the ntegrat on enables us not only
to remove dupl cat ve costs and techn cal
debt but also to deploy the Future platform
on the acqu red bus ness. Th s phase s also
mportant to reduce the r sk and ncrease the
controls w th n the Group (for more on th s,
please see the r sk sect on on page 66).
The strategy s executed n l ne w th our
values wh ch are fully embedded w th n
the organ sat on.
Pillar 3: Value-creating M&A
Content
Capabilities
Funding
Recent
transactions
Tactical
Existing
Existing
Free cash flow
Transformational
New
New
Debt/equity
Strategic
New/existing
New/existing
Debt
Areas of interest
Audience characteristics
for areas of interest for
future M&A
• Specialist
• Ask a lot of questions
• Likely to make a
purchase
Revenue
AOP
Adjusted
FCF
2018-2022
CAGR
+59%
Driving organic growth
+10%
The platform effect
+5%
Value-creating M&A
+10%
+96%
+98%
2020-2022
CAGR
Average
sustainable
target
+56%
+71%
+67%
Consistent track record of doubling profit (AOP) every couple of years
The 10/5/10 model
Our M&A
framework
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18 / Future plc
The Future Wheel of monetisation is a
depiction of our business model, with
content and data at the heart of our
business. Our content strategy is
underpinned by data, ensuring we create
the most relevant and most engaging
content that our communities want.
Primarily we are a specialist intent-led
media business, and so the majority of
the content we create is focused on
reviews (from products to money saving
tips) and “how to’s” (from how to clean
your bike, to how to file a tax return).
Th s content strategy enables us to dr ve
d vers fied revenue streams to ensure we
meet our aud ence s needs n wh chever way
requ red. The Wheel s all about reach ng and
monet s ng our aud ences, wh ch we group
nto vert cals, from Homes to Games to
Technology and Wealth & Sav ngs. As a
result our bus ness model or “Wheel can be
deployed across each aud ence vert cal n the
same way, w th the focus on how we leverage
our platform effect to enable us to max m se
the revenues n each vert cal.
Our bus ness model s spl t nto three ma n
areas, Advert s ng, eCommerce aff l ate and
D rect consumer monet sat on. By hav ng
d vers fied revenue streams t ensures we are
not overly exposed to any one supply cha n,
.e. we generate our revenues from
advert sers and manufacturers d rectly,
reta lers and serv ce prov ders d rectly and
consumers who pay to access our content.
Advertising (36% of Group s revenue) s the
revenue we earn from ads d splayed
alongs de our content on var ous platforms
(our own webs tes, soc al platforms, v deos,
ema l newsletters, magaz nes (phys cal or
d g tal), and events (phys cal or d g tal)).
Direct consumer monetisation (31% of
Group s revenue) s made through the d rect
purchase of content or serv ces by
consumers - e.g. the sale of magaz nes
e ther d rectly from the newsstand or
through subscr pt ons, or the purchase of an
onl ne membersh p.
eCommerce affiliate (33% of Group s
revenue) s the comm ss on we earn when an
onl ne user cl cks through to a reta ler or
serv ce prov der s webs te to make a
purchase, we offer th s across our content
and compar son webs tes.
Group overview
Our business model
33%
NEWSLETTERS
LEAD
GENERATION
AVOD
EVENTS
DIGITAL
ADVERTISING
PRODUCTS
SERVICES
NEWSTRADE
SUBSCRIPTIONS
SUBSCRIPTIONS
SUBSCRIPTIONS
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36%
31%
Annual Report and Accounts 2022 / 19
The execution of the strategy and our robust business model ensures that we maximise value for stakeholders:
Audience
01
Our audiences value our expert content
We reach 1 in 3 in the US and in the UK
Customers
02
Our value proposition satisfies our customers thanks to our rich
first-party data, our scale and our expertise
Digital advertising grew organically by +7% in FY 2022
Employees
03
We have flexible working practices enabling a diverse and inclusive workforce, with a
benefits package that focus on welfare not just pay today, including unlimited leave
Our annual profit pool reward ALL employees
Shareholders
04
Successful execution of the strategy drives strong earnings performance
CAGR (2018-2022) adjusted EPS growth +61%
Communites
05
We work with communities across the locations we operate in - eg Future
foundations in London and also where we have audience, eg Games Community -
taking leadership positions on misogynistic behaviour
Launched in December 2021 Our Future Our Responsibility - our ESG strategy
Capital allocation
SUSTAINABLE
ORGANIC GROWTH
THE PLATFORM
EFFECT
CREATING VALUE
THROUGH ACQUISTIONS
Future is a highly cash generative
business with adjusted free cash flow
conversion of 95-100%. The Group is
highly disciplined when it comes to
allocating this cash and its approach is to
prioritise the returns in the longer term.
The Group’s capital allocation is linked to
our sustainable operating profit medium
term targets.
As a result, we have two ma n pr or t es
organ c nvestment to fund growth and
acqu s t ons, wh lst ma nta n ng a prudent
balance sheet. These two opportun t es
compete aga nst each other, mean ng that
any organ c or norgan c nvestment s
benchmarked aga nst ts norgan c or
organ c alternat ve, from a feas b l ty and
return perspect ve.
G ven the asset l ght nature of the Group, our
organ c growth nvestment s m n mal w th
cap tal expend ture represent ng c.1.5%
of revenue.
Therefore, typ cally a large proport on of our
cash generat on s allocated to accelerat ng
the execut on of the strategy through
acqu s t ons. We are extremely d sc pl ned
when t comes to acqu s t ons, both financ ally
and strateg cally. We have a proven model of
successfully ntegrat ng acqu s t ons to dr ve
further value for all stakeholders.
The Group keeps the cap tal allocat on
pr or t es, as w th overall strategy, under
rev ew to make sure that t takes account of
market cond t ons. n l ght of recent
macroeconom c cond t ons, t has been
mportant to cons der all potent al uses of
cap tal, most notably share buy-backs or debt
repayment as nterest rates have ncreased.
The Board regularly rev ews the acqu s t on
p pel ne n conjunct on w th the opt onal ty of
buy-backs. The cap tal allocat on dec s ons
are a med to create value over the long-term,
mak ng sure that short-term ga n s not at the
sacr fice of long-term benefit.
+10%
+5%
+10%
Average susta nable
AOP target
CONSISTENT
ADJUSTED
FCF CONVERSION
OF 95-100%
CAPTIAL
ALLOCATION
PRIORITIES
1. Organic growth
2.M&A
3. Debt repayment
4. Progressive dividend
Global audience (million)
Online users (million)
Revenue (£million)
Organic Revenue Growth (%)
Operating Profit (£million)
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
0 200 400 600
0 100 200 300 400
0 250 500 750
+0% +5% +10% +15% +20% +25%
0 50 100 150 200
506
313
432
305
394
282
269
181
193
118
825.4
+2%
188.6
606.8
+23%
115.3
339.6
+6%
50.7
221.5
+11%
26.7
130.1
+11%
5.3
20 / Future plc
Group overview
Our strategy is measured by a set of KPIs
Key performance
indicators (KPIs)
Global audience was up +17% year-on-year driven by online users, email
newsletter subscribers and social media followers
Includes magazines and bookazines circulation, online users (see definition below), event
attendees, social media followers (Twitter, Facebook and YouTube) and newsletter subscribers.
Reported users growth of +3% benefited from the acquisition of
Dennis, WhatCulture and Who What Wear.
On a CAGR basis, online users have grown by +28% since FY 2018.
Total global monthly on ine users to Future websites. Source: Google Analytics All figures are
excluding forums as they are non-commercial websites for which Future does not write content
or actively manage or monetise.
Revenue grew +36% in FY 2022, a combination of organic growth of +2%
and the benefits of acquisition. On a CAGR basis, revenue has grown by
+59% since FY 2018.
Organic revenue growth of +2% in FY 2022 was mainly driven by
Media organic revenue growth of +5% , with a (2)% organic decline in
Magazines revenue. Average organic growth between FY 2018 and FY
2022 was +11%.
Organic growth defined as the ike for like portfolio excluding acquisitions and disposals made
during FY 2021 and FY 2022 and including the impact of closures and new launches at constant
FX rates. Constant FX rates is defined as the average rate for FY 2022
Operating profit of £188.6m was up +64% in the year. On a CAGR basis,
operating profit has grown by +144%, outpacing revenue growth since
FY 2018.
Group overview
Adjusted Operating Profit (AOP) (£million)
Adjusted Free Cash Flow (FCF)
Leverage (x)
Adjusted Operating Profit (AOP) Margin (%)
Adjusted Diluted Earnings Per Share (EPS) (p)
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
FY2022
FY2021
FY2020
FY2019
FY2018
0 100 200 300
0 100 200 300
0.0 0.5 1.0 1.5
0 10 20 30 40
0 50 100 150 200
271.7
33
163.5
267.2
1.48
195.8
32
131.9
199.3
0.8
93.4
28
74.7
96.0
0.6
52.2
24
47.5
53.7
0.7
18.5
14
24.3
17.4
0.9
Annual Report and Accounts 2022 / 21
Adjusted operating profit growth of +39%, outpaced revenue growth
due to favourable mix and operating leverage. On a CAGR basis,
adjusted operating profit has grown by +96%, outpacing revenue
growth since FY 2018.
Adjusted results are adjusted to exclude share-based payments (relating to equity settled share awards with
vesting periods longer than 12 months) and associated social security costs, exceptional items, amortisation
of intangible assets arising on acquisitions and any related tax effects as well as the impact of the UK tax
rate change. The prior year results are also adjusted for fair value movements on contingent consideration
(and unwinding of associated discount) and on the currency option (including any related tax effects).
Strong cash generation is a feature of the Group, Adjusted FCF grew by
+34% year-on-year and represented 98% of AOP (FY 2021: 102%). On a
CAGR basis, adjusted FCF has grown by +98% since FY 2018.
Adjusted free cash flow is defined as adjusted operating cash inflow less capital expenditure.
Adjusted operating cash inflow represents cash generated from operations adjusted to exclude
cash flows relating to exceptional items and movement on accrual for employer’s taxes on share
based payments relating to equity settled share awards with vesting periods longer than 12
months, and to include lease repayments following adoption of IFRS 16 Leases in the prior year.
Our strong cash generation enables rapid de-leveraging. Leverage
at September 2022 was 1.48x with net debt of £423.6m (FY 2021: 0.8x,
£176.3m).
Leverage is defined as Net Debt (excluding capita ised bank arrangement fees and including
any non-cash ancillaries), as a proportion of adjusted EBITDA adjusted for the impact of IFRS 16
and including the 12 month trai ing impact of acquired businesses (in ine with the Group’s bank
covenants definition).
Improved quality of earnings, despite inflationnary pressures, resulting
from favourable revenue mix, scalability of the model and platform
effect, drove adjusted operating profit margin of 33%, up +1ppt.
Adjusted operating profit margin is defined as adjusted operating profit as a percentage of
revenue.
Adjusted diluted EPS represents adjusted profit after tax divided
by the weighted average dilutive number of shares at the year end
date. Adjusted EPS of 163.5p was up +24% in the year mainly driven by
adjusted operating profit growth.
22 / Future plc
We qualified FY 2021 as being
extraordinary, it feels like FY 2022 was no
different and yet the Group delivered
another very strong set of results, how
would you describe the year?
am del ghted w th the performance we
del vered n FY 2022 - t s ev dence that the
strategy of d vers ficat on w th our bus ness
model s cont nu ng to del ver growth n
ever d srupted markets. Desp te the world
chang ng rap dly and the emergence of new
and mater al headw nds, we were able to
ncrease profit gu dance at the start of the
financ al year, and then aga n adjust
upwards n May to reflect the acqu s t on of
Who What Wear. Our bus ness has a true
compet t ve advantage n our scale,
leadersh p pos t ons, technology and
operat ng model. Wh le the ongo ng focus
of the team s on execut on, the qual ty of
our content and the qual ty of our aud ences
s what underp ns our success. am very
proud of all of our colleagues, as they have
returned to work post the pandem c and
adjusted to our rap dly chang ng world, t s
w th the r ongo ng support that we have
managed to del ver record results desp te a
more challeng ng macroeconom c backdrop.
Economists are forecasting a recession,
how resilient is Future? How did the Group
perform in the last recession? And how
can you absorb inflation?
We bel eve that we have created a Group
that can del ver desp te macroeconom c
cond t ons for three ma n reasons. F rst, we
are d vers fied. The d vers ficat on enables us
to absorb headw nds and lean nto ta lw nds.
Secondly, the qual ty of our aud ences, wh ch
are largely endem c and w th h gh- ntent,
coupled w th our leadersh p pos t ons makes
us a publ sher that advert sers want to
partner w th to reach the r targeted
aud ence. n t mes of reduced market ng
budget we have typ cally seen a fl ght to
qual ty of market leaders and h gh
performers .e. publ shers that reach the
targeted aud ence or have the ab l ty to
segment the aud ence, and we have these
character st cs! F nally, our purpose s to help
our aud ences by fulfill ng the r pass ons or
help ng them to make the r ght purchas ng
dec s ons. And on th s last po nt, we help
people make the best buy ng dec s ons at
the cheapest pr ce wh ch we bel eve n the
current env ronment s a strong propos t on
for consumers, whether for products or
serv ces through Go.Compare. We have also
p voted some of our content to help
consumers by prov d ng lower pr ce po nts
am very proud of the nnovat on and ag l ty
that our teams are demonstrat ng to create
opportun t es for the Group n a challeng ng
env ronment. As you can see, the Group has
changed s gn ficantly s nce the last
recess on t s more res l ent, ag le,
d vers fied and has greater scale.
A number of years ago as part of our
comm tment to be ng a respons ble
employer, we looked to create new hubs n
locat ons w th a lower cost of l v ng, opened
Atlanta at the start of 2022 and we w ll be
open ng Card ff n January 2023. As we enter
h gher nflat onary markets we are able to
support our colleagues by act vely look ng
to source our roles n affordable locat ons.
Th s s just one of the ways n wh ch we are
able to absorb nflat on as we replace roles
nto these locat ons.
In FY 2022, Future made four acquisitions
- can you give an update on the
integrations? Do you have the bandwidth
to focus on organic growth as well as
these integrations?
The more you do someth ng, the more you
perfect t and the Group has a strong track
record of successfully ntegrat ng
bus nesses, and after each one we perform a
“lessons learned process to ensure that we
cont nue to get better at t.
When we acqu re bus nesses, we also
acqu re talent, and therefore as we have
grown, we have also added to the bench
strength. For example, w th the GoCo
acqu s t on n February 2021, one of the
co-founders, Lee Gr ff n stayed on and leads
our aff l ate serv ces bus ness as part of my
leadersh p team, t s therefore great to see
that model repeat tself w th the acqu s t on
of Who What Wear where one of the
co-founders H llary Kerr, s stay ng on to
lead our US Health and Beauty strategy she
has a wealth of exper ence n Fash on and
Beauty but also n us ng soc al med a as a
channel of aud ence acqu s t on.
We are very pleased w th the progress on
each of our acqu s t ons. We look at
ntegrat on n two stages first, the ndustr al
phase, wh ch s about merg ng the back
off ce funct ons and ensur ng that not only
are all the controls n place, but also that we
are all on one system. Th s phase s now
complete for all acqu s t ons. Th s phase
typ cally takes between four to s x months.
Zillah Byng-Thorne Chief Executive
Chief Executive’s Q&A
I am delighted with the performance
we delivered in FY 2022 - it’s evidence
that the strategy of diversification with
our business model is continuing to
deliver growth in ever disrupted
markets
Group overview
Annual Report and Accounts 2022 / 23
Secondly, we focus n parallel on the
revenue synerg es real sat on, wh ch s
about del ver ng aga nst the strateg c
rat onale. All of th s s underp nned by our
robust and eff c ent technology wh ch
allows for these acqu s t ons to be qu ckly
ncorporated onto our ntegrated med a
platform.
Change s always hard, and the lead up to
and afterwards br ng a lot of uncerta nty
and change to our new colleagues - most of
whom have had no say n the dec s on to be
sold. Wh le the process of ntegrat on s
nev table, we could not have the success
we enjoy f t was not for the ongo ng
support and res l ence of these teams and t
s reassur ng to see n our engagement
survey that, as acqu red colleagues reach
the two-year mark at Future, the r
engagement ncreases to the same levels
as the rest of the bus ness, that n t al per od
of adjustment prov ng the most
challeng ng. would l ke to thank all the
colleagues we have acqu red throughout
the year as they have gone through th s
per od of adjustment.
What do you think makes Future a great
place to work?
th nk there are a few reasons why Future s
a great place to work, Future creates
content that largely relates to people s
pass ons, w th over 1,000 colleagues who
work w th us to create that content, many of
them are part of the commun t es we reach.
There are not many places where you can
create content that relates d rectly to your
own pass ons. n add t on, as one of the
fastest grow ng bus nesses n Med a over
the last few years, Future has been
acknowledged as a leader n ts ndustry,
and work ng for a successful lead ng
bus ness s a great place to start - Success
feels good!
Our values are core to how we do th ngs at
Future and mportantly, they translate nto
real outcomes. For example, “Results
matter, success feels good means that as a
result of the strong performance n FY 2022,
the all-employee profit pool s pay ng out to
all staff and we also recogn se outstand ng
performance w th our Star of the Month
programme. mportantly, we made the
dec s on n May, g ven the strength of our
HY results, to pay 40% of the annual bonus
n June to help our people w th the cost of
l v ng, and also brought forward the pay
rev ew process by two months to
November 2022.
We recogn se that people are our b ggest
asset. Th s s why we cont nuously nvest n
our people, through tra n ng and
development, to nurture talent, to g ve
people all the tools they need to thr ve. We
relaunched dur ng 2022 our aud ence,
ed tor al and content (“ACE ) monthly lunch
and learn programme - w th 8 sess ons and
an average attendance of 90-100. Wh le
over ~30% of roles were filled w th nternal
promot ons throughout the year, nclud ng
two members of my leadersh p team be ng
promoted from w th n the organ sat on.
Commun cat on s also paramount, and we
bel eve that by be ng open and transparent
and commun cat ng on a regular bas s we
foster a sense of belong ng, wh ch s cruc al
n ensur ng people are mot vated. S nce the
start of the pandem c, have been wr t ng a
weekly ema l to all staff shar ng my
thoughts and showcas ng ach evements
across the Group. We also have a weekly
snapshot that s curated by our colleagues
wh ch showcases the best of Future n that
week, from content h ghl ghts to
char ty fundra s ng.
We work hard at Future, however we also
bel eve that people be ng able to sw tch off
s just as mportant, as t g ves them the
opportun ty to step back and reflect. Th s s
why we offer unl m ted leave and have
defined t mes dur ng the year (Chr stmas
and two long weekends n August) when
the organ sat on s closed.
n FY 2022, the Group has launched its
Responsibility strategy, what progress
did you make in the year and how was it
received by employees?
We launched Our Future, Our Respons b l ty
not only because t s the r ght th ng to do,
but also because t s at the heart of our
24 / Future plc
purpose - help ng people, through shar ng
our knowledge. Th s has been about
formal s ng a lot of the n t at ves that were
already n place and that we have been
work ng on.
What has been front of m nd wh lst
develop ng t s that we are focused on our
areas of expert se and where we can make a
d fference. Therefore we are putt ng the
emphas s on areas that resonate w th our
ndustry and where we can have the b ggest
mpact. For example, we are not a carbon
ntens ve bus ness and therefore, wh lst we
m n m se our mpact on the env ronment as
much as poss ble, t d d not sound genu ne to
make th s an area of focus. However, g ven
we produce onl ne content, we have a role to
play n ensur ng the nternet s a safe place
and reduc ng the mpact of m s nformat on.
Dur ng the year, we have been
commun cat ng our strategy w th our people
and have been del ghted by the level of
support we have been ga n ng from the
teams. People are very enthus ast c about
our amb t on and are keen to “row the boat
to make a d fference. We have also started
to make some progress w th the launch
earl er n the year of the Respons ble
Content Framework, some fantast c
accred tat on by NewsGuard to attest to the
qual ty of our content and our fight aga nst
fake news.
As w th anyth ng the Group undertakes, we
are amb t ous to make a d fference n our
area of expert se.
It was announced that you would be
stepping down at around your 10-year
anniversary in 2023. Why this decision?
What has been your biggest achievement
at Future?
Future s a fantast c bus ness and my
endur ng object ve has been to create a
susta nable bus ness that would endure. Our
strategy has h ghl ghted that we have
ach eved that w th d vers ficat on and
econom es of scale and eff c ency at the
heart of the bus ness. have been pr v leged
to lead th s bus ness and as a steward of the
organ sat on guard ng th s phase of the
Future journey. bel eve that we should not
outstay our welcome and after 10 years,
feel t s t me to hand over the stewardsh p
to someone new who can lead the next
phase of growth.
What is the outlook for FY 2023?
Future enters FY 2023 n a strong
compet t ve pos t on and we expect to
further strengthen our market pos t ons
w th n our vert cals. The ag l ty of the
bus ness model means we expect to del ver
modest profit growth n FY 2023. The strong
balance sheet and cash generat on serve the
bus ness well for ongo ng nvestment and
growth and we are well-placed to add
add t onal content and capab l t es to
further enhance the Future platform.
Future is an ambitious organisation: what
is the ultimate goal?
ndeed, Future s very amb t ous - one of our
values s that wh lst we are proud of our past,
we are more exc ted about our future. There
are so many opportun t es for the Group. The
challenge s actually to make sure we
pr or t se these opportun t es and don t lose
our focus on execut on. There s no fin sh l ne
per se, there are constant opportun t es and
t s a fast evolv ng ndustry ag l ty and
execut on are two key words.
Today we reach 1 n 3 people onl ne n the
US, so we want to expand our presence and
reach 1 n 2 by deploy ng our playbook to our
newer vert cals Homes, Women s and
Wealth and we hosted a CMD n September
to showcase how the Women s vert cal s
one of our key propellers.
We w ll cont nue to focus on flawlessly
execut ng our strategy, and further
d vers fy ng our revenue streams, both n
terms of products and content, and am
confident that we can cont nue to bu ld on
our strong track record of del ver ng for all
stakeholders.
am very exc ted about our Future!
Zillah Byng-Thorne
We launched Our Future, Our
responsibility not only because it is
the right thing to do, but also because
it is at the heart our our purpose -
helping people, through sharing
our knowledge
Group overview
Annual Report and Accounts 2022 / 25
Our verticals
Operational review
Vertical review
By creating content that meets the needs of our audiences and
helping them do the things they love, we create strong specialist
communities. At Future, we believe that loyal communities are a
differentiator in media; where we create content that meets a need
and as a result has a value for our partners.
NEWS
SAVINGS
WEALTH
BUSINESS
INSIGHT
TRADE
ASSOCIATIONS
TECH
GAMES
ENTERTAINMENT
MUSIC
PHOTOGRAPHY
TECHNOLOGY
SPORT
WOMEN’S
HOMES
KNOWLEDGE
HEALTH &
WELLBEING
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26 / Future plc
Group overview
UK
The UK monet ses all our onl ne content outs de the US and Canada
and also ncludes our satell te operat ons n Austral a.
Our UK operat ons cons st of ed tor al, v deo product on,
advert s ng sales and events across webs tes, v deo, newsletters,
the product on of the large major ty of pr nt magaz nes and
l cenc ng operat ons wh ch d str bute onl ne and pr nt magaz nes. n
add t on, the UK hosts our centres of excellence for back off ce
funct ons such as finance, human resources and technology. The
technology team s spl t between Bath (UK) and France.
UK represents 61% of the Group s total revenue and 57% of ts
revenue s n Med a. Dur ng FY 2022, onl ne users decl ned by (5)%.
Our office locations
US
The US encompasses both the USA and Canada. Our reach s
s gn ficant as we reach 1 n 3 adults onl ne every month and we
have amb t ons to pursue our strong growth n the reg on. n FY
2022, onl ne users grew from 158m to 173m, dr ven by the
acqu s t on of Denn s, WhatCulture, Who What Wear and strong
performance n Homes. Our US operat ons cons st of ed tor al,
v deo product on, market ng, advert s ng sales and events across
webs tes, v deo, newsletters and magaz nes. US represents 39%
of the Group s total revenue and 77% of ts revenue s n Med a.
Operational review
Geographical segmental review
Our global-first approach translates into our ability to be country or region
agnostic, which gives us flexibility and ability to deliver maximal return on
our cost base. We operate two geographic segments: US and UK.
FY
2022
FY
2021
Reported
growth
Organic
growth
Online users (m)
140 147 (5)%
Revenue (£m)
499.5 396.6 +26% (1)%
– Media (£m)
284.2 220.4 +29% +1%
–Magazines (£m)
215.3 176.2 +22% (3)%
Adjusted operating
profit (£m)
148.7 133.6 +11%
FY
2022
FY
2021
Reported
growth
Organic
growth
Online users (m)
173 158 +10%
Revenue (£m)
325.9 210.2 +55% +7%
– Media (£m)
251.0 202.4 +24% +8%
–Magazines (£m)
74.9 7.8 +861% +2%
Adjusted operating
profit (£m)
123.0 62.2 +98%
Cardiff
New York
Bath
Reading
London
France (remote)
Sydney
Washington D.C.
Atlanta
Los Angeles
Annual Report and Accounts 2022 / 27
Media
Med a s the largest d v s on w th 65% of the Group s total revenue
w th the fastest growth of +5% organ c growth n FY 2022. The Med a
d v s on encompasses all revenue wh ch s not magaz nes and ncludes
sub-segments l ke d g tal advert s ng (revenue from advert s ng on our
webs tes or on soc al platforms and ema l market ng), aff l ate revenue
for both products and serv ces, and events.
Med a revenues are now generated from 125 webs tes and 65 events
held th s year n the UK, US and Austral a.
Long term growth drivers: The med a d v s on growth s powered by
strong, attract ve long-term growth fundamentals.
F rst, d g tal advert s ng s expected to cont nue to take share n the
advert s ng market to reach $785bn by 2025, represent ng 72% of the
total advert s ng market (eMarketer November 2021) compared to
c65% n 2022. Secondly, onl ne reta l cont nues to ga n share, w th an
accelerated convers on dur ng the pandem c. Accord ng to eMarketer,
global eCommerce sales are projected to reach 23.6% share vs 20.3%
currently, grow ng at 10% CAGR.
Long-term, we expect sol d growth from th s revenue stream on an
organ c bas s.
Magazines
Magaz nes represent 35% of the Group s total revenue.
The Magaz ne d v s on encompasses all revenue assoc ated w th
d g tal or pr nted magaz nes or bookaz nes from advert s ng, to
subscr pt ons, to newstrade. Dur ng the year, th s d v s on has been
bolstered by the acqu s t on of Denn s. As a result, 48% of the
magaz nes revenue s now subscr pt ons, wh ch prov de pred ctable,
repeatable revenue w th pos t ve work ng cap tal.
We publ shed 106 magaz nes and 743 bookaz nes n FY 2022.
74% of magaz ne revenues are generated from the UK.
Revenue drivers: the magaz ne ndustry has exper enced long-term
secular decl ne. However, the pandem c has created an unusual set
of comparators. Fundamentally, we th nk th s bus ness w ll cont nue
to decl ne h gh s ngle-d g t per annum g ven the mproved profile
w th h gher subscr pt on revenue.
Operational review
Media & Magazines
FY
2022
FY
2021
Reported
growth
Online users (m)
313 305 +3%
Social media followers
(m)
179 123 +46%
Event attendees (k)
111 93 +19%
Email newsletter sub-
scribers (m)
13 11 +18%
eCommerce transac-
tions (m)
13.2 15.9 (17)%
FY
2022
FY
2021
Reported
growth
Total circulation (m)
4.8 3.4 +41%
Magazines published
106 131 (19)%
Bookazines published
743 735 +1%
28 / Future plc
Group overview
We are an agile and innovative company and we foster innovation at
every level of the Group, not just in the Tech department.
One of our ed tors n our Cycl ng vert cal created a l ve blog to follow the
Tour de France and nform h s aud ence n real t me of the compet t on.
Th s format was a great success and rece ved pos t ve feedback.
One of our aff l ate ed tors dec ded to use th s successful format to
help our aud ence nav gate Peak trad ng n terms of deals and
product ava lab l ty.
Dur ng Future s s x-day Black Fr day per od, star ng on Black Fr day 2021
and then runn ng through to the follow ng Wednesday, Future brands
made very effect ve use of l ve blogs to dr ve engagement w th users
look ng for deals n organ c search. L ve blogs enable Future brands to
report on new deals as they go l ve on reta l partner s tes and, n some
cases, help readers find scarce tems such as next generat on v deo
games consoles.
Dur ng th s per od Tom s Gu de ach eved over 5.3m page v ews to l ve
blog content, w th the most successful art cles focused on PS5 restocks,
Cyber Monday TV deals and the best Black Fr day deals st ll ava lable. Th s
evolut on of Tom s Gu de s content strategy contr buted to a 35%
year-on-year ncrease n aff l ate revenue. L ve blogs are now a ma nstay of
our coverage of key market moments, w th brands rank ng from TechRadar
to Creat veBloq and Andro d Central deploy ng them to great effect.
Games, Entertainment
& Tech (GETs)
Blog during peak trading to drive audience and affiliate revenue
GETs KPIs: Key brands
Social media
followers
72m
Market leading
positions
18
Online users
211m
Case study:
Annual Report and Accounts 2022 / 29
We look at acquisitions to accelerate our strategy. In June 2022, we
acquired Who What Wear, a leading digital-only women’s lifestyle
publisher based in the US.
Th s acqu s t on s further strengthen ng Future s pos t on n the
Women s L festyle vert cal and g ves the Group greater scale and
reach n North Amer ca to further monet se ts aud ence. ndeed, w th
Who What Wear, Future s Women s L festyle portfol o of brands
reached pos t on number 6 n Comscore for Fash on and Beauty.
Th s leadersh p pos t on s the key to better monet se the aud ence
through d rect campa gns, notably us ng Who What Wear 18 d rect
sales force w th ex st ng advert sers.
The Group s ex st ng Women s L festyle brands w ll benefit from
Who What Wear s lead ng d rect advert s ng sales capab l t es, wh lst
Who What Wear w ll benefit from Future s propr etary technology
stack and operat ng model to dr ve the platform effect. The m grat on
to Van lla s scheduled for the Spr ng of 2023, as we look to enr ch
Van lla for Fash on and Beauty content before the m grat on.
Acquisition of Who What Wear
LKN KPIs: Key brands
Social media
followers
44m
Market leading
positions
10
Online users
92m
Lifestyle, Knowledge
& News (LKN)
Case study:
30 / Future plc
Group overview
Wealth
& Savings (W&S)
As mentioned in the GETs (Games, Entertainment & Tech) vertical
case study, innovation and agility are two characteristics of the
way the organisation behaves.
n the early Autumn of 2021, the UK energy market collapsed, leav ng
the thousands of Look After My B lls (LAMB) customers dle.
However, n l ne w th our purpose to help share our knowledge and
expert se w th others, mak ng t easy and fun for them to do what
they want, we dec ded to use our customer database to prov de them
w th regular newsletters w th t ps and art cles are about sav ng
money, leverag ng our ema l newsletter technology from SmartBr ef
and our ed tor al expert se n Wealth and Sav ngs. As a result, we
have seen l m ted unsubscr b ng from LAMB and ncreased traff c to
our organ c webs te The Money Ed t, wh ch now reaches over 450k
onl ne users (September 2022), wh ch s a fantast c performance for a
webs te that was launched n July 2021.
Innovation in marketing channel to drive audience with The Money Edit
W&S KPIs: Key brands
Social media
followers
1m
Online users
8m
Case study:
Annual Report and Accounts 2022 / 31
Future
B2B
SmartBrief is our end-to-end platform for email newsletter
publishing and ad monetisation within email.
SmartBr ef s scalable t has been mproved to fac l tate
m grat ons for both B2B and B2C content.
SmartBr ef s ag le and eff c ent w th automated content and
categor sat on scrapp ng and curated ed tor al workflow. Content
curat on s bu lt nto the CMS (Conent Management System)
allow ng ed tors to seamlessly surface content from thousands of
external sources or across mult ple Future s tes, greatly reduc ng
the t m ng of newsletter creat on.
SmartBr ef s effect ve w th h gher del verab l ty as trusted by
ema l serv ces.
SmartBr ef s opt m sed w th smart advert s ng technology that
del vers set t meframe for y eld opt m sat on. Th s ensures a
better user exper ence and opt mum advert ser performance. t
del vers both endem c and demograph c ad target ng for both
sponsored and ded cated send/solus ema l newsletters.
The email marketing technology
SmartBrief
KPIs:
Key brands
New B2B newsletters
launched in FY 2022
19
B2B Subscribers
6.4m
Emails sent
in FY 2022
1.9bn
Case study:
32 / Future plc32 / Future plc
Annual Report and Accounts 2022 / 33
Corporate
responsibility
34 RESPONSIBILITY
COMMITTEE REPORT
36 OUR FUTURE,
OUR RESPONSIBILITY
50 TASK FORCE ON
CLIMATE-RELATED
FINANCIAL DISCLOSURES
54 HOW WE ENGAGE
WITH OUR
STAKEHOLDERS
57 S172 STATEMENT
34 / Future plc
Corporate Responsibility
At Future we operate
as a responsible
business driven by
our clear purpose,
values and culture.
Our Future, Our
Responsibility
At Future we operate as a responsible business, driven by our
clear purpose, values and culture. Our corporate strategy was
formulated to drive both returns and sustainability for the long
term; as a consequence, Environment, Social and Governance
(ESG) has been at the heart of what we do.
We are comm tted to us ng our scale and reach to make a pos t ve
soc etal mpact and nsp re change, n l ne w th our purpose, as well
as play ng our part n bu ld ng a susta nable future for all our
commun t es and our planet. Wh le we cont nue to operate
respons bly (see pages 46 for deta ls on what we have del vered
th s year) we also knew that we could do more. At Future we str ve
to truly make a d fference, and so n December 2021 we launched
our respons b l ty strategy called Our Future, Our Respons b l ty
(see page 36). Th s descr bed our p llars but also our amb t ons
w th n each p llar.
Our focus in 2022
Follow ng the launch of Our Future, Our Respons b l ty n December
2021, we have focused on two areas. F rstly, ensur ng we have
deta led m lestones for our object ves for each p llar and secondly,
commun cat ng our strategy to our stakeholders. We cont nue to
mon tor the execut on of our Respons b l ty strategy w th regular
Board Comm ttee and steer ng team meet ngs.
As h ghl ghted n last year s report, we focused our strategy on key
top cs that resonate w th our organ sat on these are act onable are
n l ne w th all our stakeholder expectat ons are where we feel we,
as Future, can make a un que d fference and ensure the
Respons b l ty strategy ncorporates the best n-class approach to
governance and corporate culture.
Corporate Responsibility
Annual Report and Accounts 2022 / 35
Wh le we are dr ven by the des re for act ons that make a d fference,
we are m ndful of the mportance of ensur ng that we are
accountable and transparent as a result we are gu ded by a
framework. We have adopted the UN s Susta nable Development
Goals (SDGs) as a gu de for our object ves and our performance.
We plan to also al gn our object ves to the Task Force for Cl mate-
related F nanc al D sclosures (TCFD) framework n FY 2023,
enabl ng us to more effect vely evaluate cl mate-related r sks and
plan for the short, med um and long-term (see page 50).
We are dr ven and exc ted about the challenges and opportun t es
of ESG affect ng our commun t es today. Wh le there are many
top cs we m ght cons der, by stay ng true to Future s pr nc ples we
have been d sc pl ned n focus ng on ssues where we bel eve we
can truly make a d fference.
n th s report you w ll find a descr pt on of our Respons b l ty
strategy and a deep d ve on each of the four p llars to report on
what we have ach eved n FY 2022, aga nst these. You w ll also find
n th s sect on our update on S172, our carbon eff c ency report ng
and our non-financ al nformat on statement.
Cha r of the Respons b l ty Comm ttee
29 November 2022
Responsibility Committee
Ensuring governance of our responsibility strategy is critical,
and consequently we created a new Board Committee in
2021, with the mandate to ensure board level oversight of our
responsibility strategy, monitoring and approving the output.
Members
Hugo Drayton - Cha r (s nce 2021)
Mered th Amdur (s nce 2021)
Angela Seymour-Jackson (s nce 2021)
Z llah Byng-Thorne (s nce November 2022)
The Company Secretary, or nom nee, acts as secretary to the
Comm ttee. Deta ls of nd v dual D rectors attendance can be
found on page 77.
Key responsibilities
The Respons b l ty Comm ttee supports the Board n the
overs ght of our Respons b l ty strategy
• Oversee and assess Future s overall contr but on to, mpact
on, and role n soc ety.
• Oversee Future s plans to del ver the Our Future, Our
Respons b l ty strategy, nclud ng the sett ng, d sclos ng and
ach evement of targets.
• Rev ew progress aga nst pr or t es and object ves, across
Future s susta nab l ty strategy.
• Cons der Future s pos t on on relevant, emerg ng
susta nab l ty ssues.
Introduction
We have published our
DE&I objectives and
Diversity Policy.
We have invested in three
new intelligent data centre
technologies that are 100%
powered by renewable
energy.
We have gathered data
about our experts in order to
publish a directory across
brands that curates and
showcases our expert
content creators.
Four of our websites
(TechRadar, The Week,
Space.com and LiveScience)
are now certified as Green
by Newsguard.
These will help us to
improve our colleague
development frameworks.
We are continuing to
improve our reporting and
governance and delivering
training in line with our
policies.
We will embed our
Accessibility Guide to
ensure that all content
creators refer to and act on
the guidance within it.
We will formalise our
commercial guidelines into a
framework to ensure
Future’s reputation and the
reputation of its clients is
protected.
Through our job families we
will improve internal
mobility, especially for
diverse talent pipelines.
We intend to improve social
mobility beyond London.
We will report on our Scope
3 emissions and we will set
targets to reduce our direct
carbon emissions.
We will create internal
learning opportunities on
topics that we are
authoritative on for our
‘colleagues as consumers’.
Our aim is to inspire our
audiences by creating a
positive impact on society
through cross-brand
campaigns.
Our intention is that our
colleagues will reflect the
diversity of our markets.
Our intention is to achieve
Net Zero GHG emissions
from scope 1 and 2.
We intend to collaborate
with partners to grow our
reach and develop new
content.
Our intention is to be
recognised as an industry
leader for our work in this
area.
Pillar FY 2022
Horizon 1
0 - 12 months
Horizon 2
12 - 24 months
Horizon 3
24 - 36 months
Culture
Behind the
Company
Taking
Responsibility
Expanding
Horizons
Shaping the
Future
36 / Future plc
Corporate Responsibility
Our strategy is centred around four pillars that we know are important to our
colleagues and our audiences. We have separated these into:
Our four pillars
Connecting people with their
passions and lifelong
learning.
Our depth of expert content
enables us to take pos t ve
act on to fuel pass ons and
prov de compell ng learn ng
opportun t es for colleagues,
aud ences and future talent.
We w ll leverage our brands
nfluence and content to
fac l tate l felong learn ng for all.
Leading conversations on the
future of the internet and
publishing.
We w ll not tolerate
m s nformat on or fake news.
We w ll further strengthen the
respons ble content framework
for our brands and w ll use our
data respons bly.
We w ll adopt a leadersh p
pos t on n champ on ng a safer
nternet and we w ll make t
ntegral to our day-to-day
bus ness.
Great content emerges
from a great culture.
Great content s created by
great people we w ll bu ld an
env ronment where all our
people can do the r best work.
We w ll cont nue to nvest n our
employee exper ence n order
to attract, reta n and grow the
best talent, champ on ng
nclus ve growth and
development opportun t es for
all. At Future everyone has
someth ng to contr bute.
To create content that our
customers love, we value
d vers ty n our bus ness,
people and thoughts. We enr ch
l ves by embrac ng d fference,
dr v ng d vers ty n content,
d scuss on and v ews.
Going further to deliver a
sustainable, transparent and
well-governed business.
We are comm tted to mak ng a
pos t ve mpact and nsp r ng
change — play ng our part n
bu ld ng a susta nable future for
our planet and our commun t es.
EXPANDING
HORIZONS
SHAPING THE
FUTURE
THE CULTURE BEHIND
THE COMPANY
TAKING
RESPONSIBILITY
Pillar 1: Pillar 2: Pillar 3: Pillar 4:
Future Differentiators
Where we have a unique opportunity to
make a difference.
Future Foundations
The things that we do which we believe are critical
to all businesses who operate responsibly.
Corporate Responsibility
Annual Report and Accounts 2022 / 37
We are part of the
audience and their
community
Our passion for our products and
brands makes us part of the
community in which we engage.
Our 3,000 colleagues are our
audience as well as our external
readership an incredible privilege
which we treat with total respect.
We are proud of our
past and excited about
our future
Founded in 1985 with one
magazine, over the last 38 years
we have undertaken a number of
acquisitions and it is that
combined past that makes us who
we are today. Today Future boasts
a portfolio of over 250 brands,
many of which are growing fast:
we celebrate our heritage, and we
remain excited about our future.
We all row the boat
Everyone at Future has a part to
play and a contribution to make,
because together we are stronger.
Let’s do this
We have a bias for action, taking
the best decisions we can in the
face of uncertainty; we won’t
always get it right, and that’s ok.
It’s the people in the
boat that matter
We make sure we have the right
team, with the right skills, to
deliver our strategy, supporting
each other, challenging each other
and having fun along the way.
Results matter, success
feels good
We are restless in our pursuit of
improvement, to be ever creative
and unashamedly commercial in
our ventures. Positive momentum
helps us achieve extraordinary
results, and celebrating our
successes is a great way to
support this.
Our values
38 / Future plc
Corporate Responsibility
We’re one of the biggest publishers in the UK and
growing fast in the US. We are focused on expanding
mindsets and prospects. Our brands connect people
with their current passions and help them to find new
ones. Our aim is to help people learn:
• nformally
• from a d verse range of content
• through democrat s ng nformat on
• by lov ng our subjects and mak ng them access ble
• ensur ng our content can be reached through
non-convent onal pathways, us ng technology and
nnovat on.
Our content w ll be access ble, engag ng, author tat ve
and expert so that everyone from d verse and global
backgrounds w ll be able to fuel the r pass on or ga n
valuable learn ng.
The Expanding Horizons pillar is one of our Future
differentiators, which were new to us last year.
Although we acted responsibly in these areas prior to
the launch of our Responsibility strategy, we had not
coalesced our approach explicitly until now.
S nce then, we ve clustered our amb t ons nto three top cs,
n order to der ve tang ble outcomes from th s p llar
• Discovery
Help ng our aud ences to eas ly find and consume
even more of our content.
• Accessibility
Ensur ng our content s access ble to
d verse commun t es.
• Partnerships
Work ng w th external partners to supercharge
the above.
The e ght employees who worked on th s p llar developed
the three top cs nto more deta led object ves w th success
measurements these became our workstreams. The r core
competenc es are n consumer market ng, v deo and
content. Our progress n these areas s deta led on the
next page.
Why is this important to Future? What have we accomplished in FY 2022?
Pillar 1:
Expanding Horizons
Connecting people with their passions
and lifelong learning
We have an opportunity to take positive action
to fuel passions and provide compelling
learning opportunities for our colleagues, our
audiences and our future talent.
We will leverage our brands’ influence to
facilitate lifelong learning for all.
Corporate Responsibility
Annual Report and Accounts 2022 / 39
Topic Ambitions (2021 and beyond) Measurement FY 2022 Progress FY 2023 Objectives
Discovery
We will leverage he exper ise we
have wi hin each of he ver icals in he
business o cross pollina e con en
across he differen brands in order
o widen access o exper con en ,
providing learning oppor uni ies across
our brands e.g. leveraging our financial
services exper ise o add a “Money”
channel on Tom’s Guide.
ach websi e should include Au horship
hub pages which will demons ra e he
exper ise of our edi orial eams.
Brands using a wider pool of wri ers year
on year, leveraging he in ernal da abase
of exper s.
n Y 2022, we agreed o crea e a
direc ory of exper s which will si on he
u ure plc websi e, in order o:
) Showcase our exper ise hrough
our exper s, underpinning he quali y
of our con en and enabling more of
our audience o find our con en and
allowing our con en o reach new
audiences.
2) nable our edi ors o ensure our
con en is wri en by a diverse group
of exper s. will also be used as a lens
o iden ify opics ha are lacking in a
diverse se of exper s.
We will crea e a direc ory of xper s
across ver icals / brands. This builds
on he Au horship hub empla e being
worked on by our edi orial eams
o suppor our goal o be seen by
Google and our audiences as exper ,
au hori a ive and rus wor hy.
Drive an increase in engagemen me rics
e.g. page views per session, dwell ime e c.
Drive grow h in audience rus and
posi ive sen imen abou our brands.
s ablishmen of Audience, Con en and
di orial (AC ) mon hly forums, wi h
agendas o address hese poin s.
We will enable our audience o consume
more of our con en from firs ouch,
hrough, for example, “recircula ion”(e.g.
showing our audience more
oppor uni ies o read con en wri en by
he exper who wro e he ar icle hey are
curren ly reading).
ive learning oppor uni ies (a leas
mon hly) for colleagues on opics abou
which we are au hori a ive.
We plan o launch a series of webinars,
i led ‘ u ure nsiders’ which will
capi alise on he huge volume of
exper ise ha si s wi hin u ure,
providing unique and informa ive con en
for our own colleagues.
Accessibility
We will develop con en ha is fully
accessible for lifelong learning. or
example, avoiding colour con ras ra ios
above 20: in our prin and digi al con en
ensures hose wi h vision or cogni ive
impairmen s are more able o access and
enjoy our con en .
mprovemen s in accessibili y,
benchmarked and measured by a ool
such as Wave / Google igh house.
We have crea ed an edi orial guide for
accessibili y focused on ensuring all u ure
con en is accessible and from a diverse
range of voices.
The Guide provides a single resource
for all con en crea ors, highligh ing he
significance of accessibili y and inclusion
& diversi y in our con en .
We will publish he guide in ernally and
promo e i o all new hires as well as o
exis ing colleagues, on a regular basis.
We will agree an audi frequency and
me hodology o ensure he guide is
embedded.
Partnerships
To accelera e his pillar of connec ing
people wi h heir passions and lifelong
learning, we are looking a par nerships
wi h organisa ions where here is a
mu ual benefi . The aim is o use heir
pla form wi h our con en o reach a
bigger audience and focus on opics
impor an o our audience.
Par nership in place wi h a con en crea or
ha can enhance our dis ribu ion.
Raise he profile of our wri ers
and edi ors.
We have ini ia ed con ac wi h
organisa ions and are in he early s ages
of exploring par nerships.
We will develop a par nership wi h a
leas one of he organisa ions o bring
mu ual benefi o bo h par ies. This
means a par ner who will ei her develop
con en ha promo es lifelong learning
and which we will house on our ne work,
or can provide a way for us o amplify
our own con en o reach an even wider,
diverse global audience and enable
lifelong learning for all.
40 / Future plc
Corporate Responsibility
Our core purpose is that ‘we change people’s lives
through sharing our knowledge and expertise with
others, making it easy and fun for them to do what
they want.’ At Future we only have experts creating
content, to ensure we meet our audiences’ needs,
promote a safer internet and produce truly responsible
content.
As a lead ng d g tal publ sher we have a respons b l ty to
create a safe nternet. Future has an aud ence reach of
over 500 m ll on, and w th th s comes a respons b l ty to
ensure we work hard to secure the nternet we want, the
env ronment we need, and to keep our aud ences safe.
For example, our relevant brands leaned nto support ng
the people of Ukra ne, to keep our aud ences nformed.
Both The Week UK and US reported extens vely on the
confl ct, and we planned spec al content for The Week
Jun or to help parents expla n to the r ch ldren what was
happen ng, n a way that d d not terr fy.
Onl ne content s a v tal part of our bus ness and we are
comm tted to champ on ng an nternet that s safe for all
ages, and s free of m s nformat on or fake news. We w ll
take a lead n conversat ons on th s ssue and embed t n
our day-to-day bus ness.
The nternet enables us to share our expert content w th
our aud ences and to engage w th them. We hold
ourselves to h gh standards, ensur ng our content s
eth cal and n l ne w th our values. We are work ng
cont nuously on a Respons ble Content Framework to set
common pr nc ples across the Group, to gu de our
ed tor al colleagues.
The Shaping the Future pillar is our other Future
differentiator, which was also new to us last year. As
with the Expanding Horizons pillar, we had not
coalesced our approach explicitly until now.
The twelve colleagues who worked on th s p llar
developed the three top cs nto more deta led object ves,
w th success measurements, and these became our
workstreams.
The three top cs are
- Fake news and misinformation
- Responsible content
- Encourage positive impact.
The r core competenc es are n trade market ng, v deo,
compl ance, commerc al and content. Our progress n
these areas s deta led n the next page.
Why is this important to Future? What have we accomplished in FY 2022?
Pillar 2:
Shaping the Future
Leading conversations on the future of
the internet and publishing
We will not tolerate misinformation or fake
news. We will develop a responsible content
framework for our brands and will use our
data responsibly.
We will adopt a leadership position in
championing a safer internet and embed it
in our day-to-day business.
Corporate Responsibility
Annual Report and Accounts 2022 / 41
Topic
Ambitions
(2021 and beyond)
Measurement FY 2022 Progress FY 2023 Objectives
Fake News and
Misinformation
We will ake an ac ive role
in he ‘fu ure of he in erne ’
deba e.
We will commission hough
leadership and research o
ensure we figh fake news and
par icipa e in he deba e on
he safe in erne .
Par nering wi h a leas wo
ex ernal associa ions.
Taking a public, leadership
posi ion promo ing Trus and
Safe y in con en , lobbying
a leas wo opics rela ing
o crea ing a safer in erne
each year.
Y 2022 has seen u ure ake a leadership
posi ion in promo ing rus and safe y in con en .
We’ve par nered wi h he PPA (UK) and have
suppor ed hem in lobbying he Governmen
on i s proposed Online Safe y Bill, which would
in roduce a regula ory framework aimed a
ackling illegal and harmful con en published
online. We con inue o suppor he PPA’s lobbying
effor s on his Bill.
We submi ed a response o he UK Governmen ’s
new body, he Digi al Regula ion Coopera ion
orum (DCR )’s call for inpu on i s posi ion paper
on he benefi s and harms of algori hms. We
con inue o engage wi h he DCR on his paper.
We’re in conversa ions wi h a number of po en ial
par ners in he US and will decide on he
par ner(s) in Q Y 2023.
We will con inue o lobby on regula ion, and o
publish our viewpoin in he UK and US marke s.
We will develop a par nership wi h a US
organisa ion.
We aim o lobby on a leas wo opics in Y
2023.
Gain accredi a ions for u ure
websi es from hird par y
con en -quali y cer ifica ion
providers.
our of u ure’s websi es are now cer ified by
Newsguard: Tech Radar (which has a Nu ri ion
abel of 00/ 00), The Week, Space.com and
iveScience.
We hope o gain accredi a ion for fur her u ure
websi es from hird par y con en -quali y
providers.
Responsible
Content
We will develop a ‘Responsible
Con en ramework’ ha will
be implemen ed across all
ver icals.
We will formalise edi orial
guidelines on equal access,
accuracy, independence,
freedom of expression and
righ s.
Our Responsible Con en
and Commercial rameworks
will be published in ernally
and ex ernally, and we will
ensure ha all our con en
crea ors engage wi h hem on
a regular basis.
We have published our Responsible Con en
ramework in ernally and are promo ing i o all
new hires as well as o exis ing colleagues, on a
regular basis, using ools such as unch & earns.
The Responsible Con en ramework is a se of
edi orial principles or s andards ha can ac as a
guide for everyone who crea es con en for u ure.
Version One con ains he five mos impor an opics
iden ified by he responses o a survey sen ou o
he whole business:
• Accuracy and fairness in repor ing.
• Correc ions, amendmen s and apologies.
• Du y of care for s aff, con ribu ors and
in erviewees.
•Hones y in reviews and e-commerce.
• di orial independence
We will publish Version Two of he Responsible
Con en ramework, which will include addi ional
opics ha will be discussed wi h he leaders of
our brands firs .
We will also develop a ‘Responsible Commercial
ramework’ which will formalise u ure’s
commercial guidelines o:
• nsure u ure’s repu a ion and he repu a ion
of heir clien s is adequa ely pro ec ed in all
adver ising and sponsorship agreemen s.
• nsure ha we adop a consis en and
professional approach owards adver ising and
sponsorship.
• Pro ec u ures s akeholders from allega ions
of inappropria e dealings or rela ionships wi h
adver isers and sponsors.
• Suppor he developmen of e hical
commercial par nerships.
• nsure compliance wi h legisla ion, adver ising
indus ry codes and o her councils.
We will reigni e our hics
Commi ee, who are
he guardians of e hical
behaviour in he con en we
publish and he commercial
produc s we sell. The u ure
hics Commi ee’s role
encompasses hree areas:
• Policy.
• duca ion.
• Consul a ion.
The hics Commi ee will
mee quar erly o deba e
issues ha require a decision
and canno be resolved by
he di or-in-Chief and/or
Con en Direc ors, or o he
respec ive Ver ical MD and
he Chief Revenue Officer
(CRO).
The hics Commi ee will
also proac ively address
hema ic issues ha arise
be ween quar erly mee ings.
The hics Commi ee has been recons i u ed,
immedia ely ackling challenging issues where
edi orial and commercial s akeholders overlapped.
The Commi ee has proac ively addressed hema ic
issues ha have arisen be ween quar erly mee ings,
and when ma ers have arisen ha require an
urgen decision: spor swashing, for example.
Spor swashing is described by Wikipedia as ‘an
individual, group, corpora ion or na ion-s a e using
spor o improve heir arnished repu a ion, hrough
hos ing a spor ing even [...] or by par icipa ion
in he spor i self’. The hics Commi ee has
developed some guidance around spor washing,
which has been published in ernally. The hics
Commi ee will deba e any grey areas ha may
arise, and make recommenda ions ha suppor our
journalis s in exposing, highligh ing, discussing and
challenging spor swashing ac ivi ies.
The hics Commi ee will con inue o hold
quar erly mee ings, o deba e issues ha require
a decision and canno be resolved by he di or-
in-Chief and/or Con en Direc ors, or by he
respec ive Ver ical MD and he CRO.
The hics Commi ee will con inue o
proac ively address hema ic issues ha arise
be ween quar erly mee ings.
Encourage
Positive Impact
We will use our con en o
posi ively influence consumer
behaviour.
We will collabora e wi h
edi ors o es ablish how we
use our exper ise o amplify
and promo e issues. This will
differ across brands, o be ruly
au hen ic for our audiences.
We will demons ra e how
we’ve used our con en o
posi ively influence consumer
behaviour.
We have colla ed examples across our ver icals
and brands which demons ra e he impac we’ve
had on socie y and how we’ve posi ively influenced
consumer behaviour.
The examples are no abou our individual ac ions,
or even our corpora e ac ions; hey’re abou inspiring
o hers a scale. A posi ive impac could be an ar icle
or campaign ha :
• posi ively benefi s our communi y and our plane ;
• encourages a posi ive impac / ou come among
our audiences; or
• amplifies issues hrough our reach; enabling our
communi ies o have a beneficial impac o socie y
or our environmen .
We have launched a new award in ernally which will be
presen ed a he end of he calendar year: he Posi ive
mpac Award. This award will celebra e con en ha
has amplified or encouraged a posi ive impac .
We’ll con inue o colla e and share examples of
brands ha have demons ra ed Posi ive mpac ,
wi h an Award a he end of he calendar.
We’ll engage wi h he Ver ical MDs o iden ify
brands ha si in he same ver ical and have similar
aspira ions in he way ha hey migh inspire our
audiences and herefore crea e a posi ive impac on
socie y or our environmen .
Our long erm ambi ion is o bring oge her hose
brands o join ly campaign around a par icular issue,
inspiring ac ion a scale.
42 / Future plc
Corporate Responsibility
In order to attract, retain and develop top talent, we
continue to invest in our people strategy, to ensure
that we are an employer of choice for all.
To create content that our customers love, we value
d vers ty n our bus ness, people and thoughts. Th s s
what dr ves d vers ty n content, d scuss on and v ews,
enr ch ng l ves. At Future
• Everyone s welcome ( nclus on & d vers ty)
• Everyone can sh ne (learn ng & development)
• Everyone contr butes (del ver soc al mpact)
• Everyone s engaged (colleague engagement,
commun ty & op n ons)
• Everyone s supported (well-be ng & safety)
Everyone is welcome (inclusion and diversity)
Throughout FY 2022 we cont nued to bu ld momentum
towards th s goal of nclus on. Th s nvolves ensur ng we
are nclus ve from recru tment all the way through the
colleague l fecycle. We are work ng hard to ensure that our
workforce reflects the d verse commun t es we serve, and
that we create an nclus ve culture where every colleague
can truly be themselves at work. We want people to feel
they have found a tr be, feel welcome and valued for who
they are, as well as what they do.
Embrac ng d vers ty underp ns our comm tment to
prov d ng equal opportun t es to our current and future
colleagues, and to apply ng fa r and equ table employment
pract ces. We cod fy th s through our D vers ty, Equal ty
and nclus on Pol cy, our nclus on and D vers ty Strategy,
and our Values, wh ch you can find on page 37.
Disability policy
When cons der ng recru tment, tra n ng, career
development, promot on or any other aspect of
employment, we str ve to ensure that no colleague or job
appl cant s d scr m nated aga nst, e ther d rectly or
nd rectly, on the grounds of d sab l ty.
f a colleague becomes d sabled wh le n employment - and
as a result s unable to perform the r dut es - we w ll make
every effort to offer su table alternat ve employment and
ass stance w th retra n ng.
Everyone can shine (learning & development)
FY 2022 has seen Future welcome over 1,600 new
colleagues nto the bus ness, through acqu s t on and
h r ng. We have cont nued to use our on-board ng tool to
further enhance the colleague journey, and we cont nue to
bu ld content nto our flex ble onl ne learn ng portal, Future
Un vers ty, wh ch g ves colleagues access to b tes ze
learn ng opportun t es at a t me that s conven ent for them.
Why is this important to Future?
Pillar 3:
The Culture Behind
the Company
Great content emerges from
a great culture
We are a people business first and foremost.
We believe in nurturing a smart, diverse and
inclusive culture which brings people together
from all backgrounds and lets them shine.
Corporate Responsibility
Annual Report and Accounts 2022 / 43
We are launch ng a new Human Resource nformat on System (HR S)
n FY 2023, wh ch w ll consol date the d g tal journey for new h res,
from appl cat on through to the end of the r probat onary per od.
All of our Managers work to our Performance & Potent al framework,
wh ch s a cont nuous process. Th s s a colleague-led framework wh ch
fac l tates cont nuous qual ty conversat ons to help us ach eve h gher
levels of performance, development, engagement and recogn t on.
Everyone contributes (delivers social impact)
Our approach to development also extends to support ng
employab l ty and career development outs de Future. n FY 2022 we
cont nued the Future Foundat on wh ch seeks, through nvestment of
our t me, expert se, resources and pass on, to prov de the
opportun ty for d sadvantaged ch ldren to reach the r full potent al.
At Future we are also proud of our char ty-match ng scheme that
supports our people w th the r fundra s ng endeavours. n support of
the ncred ble efforts of our colleagues, a donat on s made to match
the r fundra s ng efforts.
Follow ng the tragedy that took place n Amer ca dur ng May 2022,
we matched any donat on that colleagues made to EveryTown for
Gun Safety. We also matched the donat ons that colleagues made
to any char ty support ng the people of Ukra ne. Colleagues w th n
our off ces also worked together to help where they could n
London, for nstance, they organ sed collect ons of warm clothes,
med c nes and sleep ng bags.
Everyone is engaged (employee engagement,
community, opinions)
Hav ng an engaged workforce s cr t cal to bus ness growth and
success. n Apr l 2022 we conducted our first Annual Colleague
Engagement Survey to measure sat sfact on. We had a 71%
response rate where many colleagues shared mean ngful and
ns ghtful feedback about the r Future exper ence.
We have a cons stent rhythm of nternal commun cat ons that
engage all our colleagues n regular updates, formal and nformal,
n person and onl ne. All staff are g ven frequent opportun t es to
ask quest ons d rectly of the sen or management and rece ve
d rect feedback. We encourage all managers to have regular
check- ns, both nd v dual and team meet ngs. We run Star of the
Month act v t es and annual awards al gned to our values.
Colleagues nvolvement n the Company s performance s
encouraged through share schemes and other n t at ves such as
our profit pool. We launched our Value Creat on Plan n FY 2021,
g v ng all colleagues the opportun ty to share n the success of the
bus ness. We strongly bel eve that colleagues who can benefit
from the success of the Company are engaged, ensur ng
everyth ng we do s for the benefit of all.
At Future, colleagues are nv ted to contr bute the r exper ence,
expert se and deas. Colleagues are encouraged to partake n
cross-funct onal work ng, w th team members collaborat ng on
projects throughout the bus ness, shar ng the r knowledge and
expert se and learn ng from other departments.
Male Female
Board 5 56% 4 44%
ELT 9 60% 6 40%
SLT 65 63% 37 36%
All Colleagues 1,356 47% 1,502 53%
Board ELT SLT
White
(or other white including minority white groups) 100% 89% 86.7%
Mixed/multiple ethnic groups 0% 11% 6.65%
Asian 0% 0% 6.65%
Black/African/Caribbean 0% 0% 0%
Other ethnic group including Arab 0% 0% 0%
Not specified/prefer not to say 0% 0% 0%
Diversity
44 / Future plc
Corporate Responsibility
All colleagues transferr ng through acqu s t on are g ven a buddy ,
an opportun ty to meet w th someone from the ex st ng Future
workforce, nformally, to support them through the trans t on th s s
n add t on to meet ng the r own manager and team. We nv te all
new colleagues to ta lored Welcome sess ons and Town Halls w th
the sen or management team. Throughout the process, we nv te
feedback to understand how we can cont nue to mprove our
colleague engagement and onboard ng act v t es.
Everyone is supported (well-being and safety)
At Future, pr or t s ng health and colleague well-be ng s a cr t cal part
of our Company culture. By support ng our colleagues phys cally,
mentally and emot onally they can be fulfilled n the r career and g ve
the r best performance.
Future s largely an off ce-based env ronment all locat ons across the
Group comply w th relevant leg slat on and we commun cate our
health and safety pol cy to all colleagues. n the UK, US & Austral a,
there were no fatal t es and seven m nor njur es across these s tes
dur ng FY 2022.
We are comm tted to be ng a great place to work and an employer of
cho ce, ensur ng that we have the best people. We rema n proud of
our unl m ted hol days - an extraord nary benefit that allows
colleagues t me to reset. We also prov de other non-financ al
benefits such as d scounted gym membersh p n some off ce
locat ons, and shopp ng d scounts. Our financ al benefits are
referenced on page 97 (D rectors Report on Remunerat on).
We also have commun t es that look after each of our off ce locat ons.
Each commun ty s a team of volunteers from across departments
who are pass onate and enthus ast c about bu ld ng a sense of
commun ty and connect v ty at Future. They work hard to keep
The culture behind the Company
everyone nformed, g ve them a chance to prov de feedback, to make
a d fference and to have some fun together.
What else have we accomplished in FY 2022?
The Culture beh nd the Company p llar s one of our Foundat on
p llars, wh ch focuses on what we bel eve s cr t cal to all bus nesses
who operate respons bly. These top cs were consequently not new to
us last year, but were expanded upon w th the launch of the Our
Future, Our Respons b l ty strategy n December 2021.
The e ght colleagues who worked on th s p llar developed the five
top cs (as l sted on page 42) nto more deta led object ves w th
success measurements, and these became our workstreams. The r
core competenc es are n HR, talent development, talent acqu s t on
and commun cat ons. Our progress n these areas s deta led below
Topic
Ambitions (2021
and beyond)
Measurement FY 2022 Progress FY 2023 Objectives
Everyone’s
engaged
We will incorpora e u ure values
as par of he recrui men process,
colleague reviews and all exis ing
HR processes.
Annually, we will hold a Town Hall
o review he Values and reflec on
he Annual Colleague ngagemen
Survey resul s.
Our ambi ion is o see an
increase in re en ion by ~5%
and an increase in colleague
engagemen me rics, cap ured
by our Annual Colleague
ngagemen Survey.
n April 2022 we conduc ed our firs Annual Colleague
ngagemen Survey o measure sa isfac ion. We had
a 7 % response ra e where many colleagues shared
meaningful and insigh ful feedback abou heir u ure
experience. The resul s of he Annual Colleague
ngagemen Survey were hos ed on a dedica ed Google
Si e, and we have since hos ed a series of lis ening
sessions o alk hrough ideas around how we could
improve, and o unders and he feedback so ha we could
ensure he changes we make are he ones ha ma er.
Communi y is also impor an , and now we are back in
our offices, differen groups of colleagues are coalescing
o help build our cul ure. or example, during June
our offices were rainbow-hued for Pride, hanks o
sugges ions from our GBTQ+ communi y; ac ivi ies ook
place in he UK o celebra e he Queen’s Jubilee; book
clubs were launched; and invi a ions were sen ou for
summer BBQs and even s.
We plan o use he feedback from our Annual Colleague
ngagemen Survey and lis ening sessions o make
u ure an even more engaging place o work, and we
have a series of ac ions in place o ensure his happens.
Everyone is
supported
We will con inue o rain Men al
Heal h irs Aiders (MH As),
opera ing a ra io of around per
50 colleagues, and suppor he
individuals who provide his service
across he Group.
Our ambi ion is o see an
increase in re en ion by ~5%
and an increase in colleague
engagemen me rics, cap ured
by our Annual Colleague
ngagemen Survey.
Well-being a u ure does no end wi h physical safe y.
n Y 202 we ook a number of s eps o ensure he
men al and emo ional well-being of our colleagues was
suppor ed. We have con inued o suppor colleagues
in his way during Y 2022, main aining over 50 Men al
Heal h irs Aiders across our si es, o provide our
colleagues wi h resources and confiden ial suppor ,
focusing on men al heal h. They have all had refresher
raining, run weekly drop-in sessions and are available
a any ime via a dedica ed email accoun . We have
a Colleague Assis ance Programme in each of our
geographies, which provides colleagues wi h access
o free and confiden ial suppor services, such as a
qualified counsellor.
We will con inue o provide raining o all our MH As
and ensure here is always someone available o answer
reques s for help.
Our Annual Colleague ngagemen
Survey will include a sec ion on
well-being and knowledge of curren
ac ivi ies and available solu ions.
The Annual Colleague ngagemen Survey in Y 2022
included a sec ion on well-being. We have since held
lis ening sessions o unders and he feedback and
formula e an ac ion plan.
We will ensure he well-being sec ion is repea ed in he
Y 2023 Annual Colleague ngagemen Survey in order
o measure any change.
We will ensure colleagues are aking
a minimum of 5 days leave each
year, and wi hin any rolling 2 weeks
a leas wo days off.
All colleagues ake a minimum
of 5 days leave each year, and
wi hin any rolling 2 weeks a
leas wo days off.
Our People Team s ar ed work on guidance for managers
and employees on how o implemen he unlimi ed leave
policy offered o employees in mos of our erri ories. This
was a key issue coming ou of he employee engagemen
survey ha whils s aff apprecia ed he oppor uni y o ake
leave, hey needed fur her guidance on how o benefi
from he policy.
Our new HR S will enable us o ensure colleagues ake a
minimum of 5 days leave a year and wi hin any rolling 2
weeks a leas wo days off.
Corporate Responsibility
Annual Report and Accounts 2022 / 45
Topic
Ambitions (2021
and beyond)
Measurement FY 2022 Progress FY 2023 Objectives
Everyone is
welcome
We will se our D & objec ives and
publish our diversi y policy.
Our ambi ion is for he diversi y
of our workforce o ma ch he
diversi y of our local popula ions,
and for 20% of our vacancies o
be filled by in ernal promo ions.
We have se our D & objec ives, which are focused
around raining our commercial eam ini ially. We’ve also
published our new diversi y policy in ernally. Our Board
diversi y policy can be found our our websi e: www.
fu ureplc.com/governance/
We will expand on our D & objec ives which will ex end
beyond our commercial eam.
We will publicly repor on he diversi y
of he xecu ive eadership Team.
We’ve publicly repor ed on he diversi y of he xecu ive
eadership Team (see page 43 in his repor ).
We will con inue o repor on he diversi y of he
xecu ive eadership Team.
We have an oppor uni y o build new
and exis ing par nerships, in order
o diversify our workforce and our
con en .
We’ve begun developing partnerships with universities
close to our office locations.
We will con inue o develop par nerships wi h
universi ies and po en ially colleges, in par icular hose
which are close o our office loca ions.
nclusion raining will be manda ory,
and all managers will have inclusive
leadership raining.
We have worked with Inclusive Employers to deliver
inclusion training for a group of Commercial colleagues.
Three of our People team attended this session and have
also attended a Train the Trainer session. We have also
launched online Anti-Harassment training across our US
workforce.
We will work wi h nclusive mployers o deliver inclusive
hiring raining o our hiring managers of he pilo
programme. Three of our People eam will a end his
session and a Train he Trainer session; hey will roll ou
his raining for hiring managers across he business.
We will also roll ou An i-Harassmen raining across our
en ire workforce.
Everyone
can shine
We will increase in ernal mobili y.
We will con inue o offer raining and
men oring for colleagues.
Our ambi ion is for 20% of
our vacancies o be filled by
in ernal promo ions, and for
85% colleagues o s ill be in role
af er one year, as well o see an
increase in colleague engagemen
me rics, cap ured by our Annual
Colleague ngagemen Survey.
As referenced on page 43, our Performance & Po en ial
ramework provides s ruc ure o enable colleagues o
ge he bes ou of heir performance on a day- o-day
basis, o release heir po en ial and naviga e heir career
a u ure, whe her ha be a sideways move, or moving up
he career ladder.
n prepara ion for our new HR S, we are crea ing Job
amilies. We plan o run a series of workshops wi h each
group o launch he job families, framed in he con ex of
career pa hs a u ure. We will use his as an oppor uni y
o highligh how people can move up in heir career and
show wha some of he compe encies would look for
a each job level. We will publish career pa hs online
in ernally and ex ernally, and crea e real-life case s udies
of colleagues’ journeys a u ure.
We review our op alen annually, calibra ing wi h he
xecu ive Team o iden ify po en ial and ensure we are
all aware of he alen in our business, and ha we have
succession plans and individual raining plans for each.
We are curren ly working on a iered approach o our
managemen raining, and plan o launch programmes
for all levels in Y 2023.
We are also developing a compe ency framework which
will be used o assess all of our senior leaders’ capabili y
and compe encies, and which will lead o a formal
performance conversa ion wi h each leader.
ollowing his, a Developmen Ac ion Plan (DAP) may
be crea ed for hem, depending on heir ambi ions, and
performance.
Our in ernal S O raining programme has con inued
o develop. Buil for new and curren edi orial s aff, i
enables hem o learn or improve audience developmen
echniques.
We are developing his programme fur her in Y 2023,
from raining on how o use our proprie ary Con en
Managemen Sys em (CMS) and eCommerce pla forms
- Vanilla, our websi e pla form and HAWK - our
eCommerce echnology, hrough o media raining or
how o deal wi h online harassmen . The new framework
will ensure ha all edi orial colleagues receive consis en
raining, and ha hey all have access o he same
learning oppor uni ies.
We will have a digi al skills
programme for junior s aff.
We have launched wo new early careers programmes
in Y 2022. Our gradua e programme runs in bo h he
UK and US and our loca ions are all in close proximi y
o higher educa ion ins i u ions. Gradua es in ngland
can also ob ain professional qualifica ions in he form of
appren iceships.
Our Accelera or Appren iceship programme
encompasses courses for appren iceship a various junior
levels, ac ing as an early career en ry poin in o u ure,
wi hou he requiremen for a degree.
Our Degree Appren iceship programme encompasses
fully-funded degree courses a appren iceship levels 6 &
7 (as defined by he duca ion & Skills unding Agency),
alongside employmen for specific ech areas.
We work wi h mul iple raining ins i u ions o facili a e
our appren iceships, including Kaplan (UK) and Mul iverse
(UK & US).
Everyone
contributes
We will crea e par nerships wi h
chari ies ha align wi h our values.
We will inves in he u ure
ounda ion and increase i s impac .
We will increase he number of
colleagues coaching young people
from disadvan aged backgrounds,
via u ure ron iers.
We hope o see an increase in
colleague engagemen me rics,
cap ured by our Annual Colleague
ngagemen Survey.
We con inued o suppor a programme ha provides
men oring, coaching and in ernships o disadvan aged
s uden s in ondon, inspiring hem wi h he confidence
and skills o pursue a career in media. u ure ron iers is
an award-winning educa ion chari y ha ensures young
people from disadvan aged backgrounds fulfil heir
po en ial a school, and when ransi ioning o educa ion,
employmen and raining a ages 6 and 8.
Double he number of UK colleagues par icipa ed in a
one- o-one coaching programme in Y 2022 compared o
las year, and he feedback from bo h u ure colleagues
and he s uden s hey coached was ex remely posi ive.
We also con inued o par ner wi h Media Trus , a
chari y ha runs unique programmes such as Kicks ar
o encourage young, diverse alen o develop heir
confidence, passions and alen s o work in he media
sec or. Kicks ar roles a u ure have spanned adver ising
opera ion execu ives, eCommerce marke ing assis an s,
supply chain adminis ra ors, researchers, circula ion
execu ives, websi e adminis ra ors and con en wri ers,
across all brands, and a leas four of our Kicks ar ers
have gone on o secure permanen roles a u ure.
n he US we par nered wi h DreamYard, a no -for-profi
organisa ion ha collabora es wi h Bronx you h, families
and schools o build pa hways o equi y and oppor uni y
hrough he ar s. The wo in erns shadowed, worked wi h,
and learned from a u ure colleague, ro a ing across eams.
We aim o increase he number of colleagues
volun eering o ake par in programmes such as u ure
ron iers even fur her in Y 2023, and o explore similar
oppor uni ies elsewhere in he UK.
We will explore par nerships wi h o her organisa ions
ha run similar programmes, in order o con inue our
work wi h young, diverse alen and help hem o en er
in o and flourish wi hin he media sec or.
We will suppor our office
communi ies wi h heir chari able
endeavours.
All colleagues will have he
oppor uni y o volun eer up o wo
days per year.
All colleagues were given he oppor uni y o volun eer up
o wo days per year.
All colleagues will con inue o have he oppor uni y o
volun eer for up o wo days per year.
n Y 2023 he focus will be on a Giving Back Day in
December 2022, which will see colleagues in each of our
communi ies coming oge her o work on a projec ha
will improve some elemen of he communi y around us.
46 / Future plc
Corporate Responsibility
At Future, we acknowledge our responsibility to build
a sustainable future for our planet and our
communities. We are committed to delivering a
sustainable, transparent and well-governed business.
We will be principled and transparent in reducing our
own impacts, and behaving ethically.
We already do much work to ensure our bus ness s
susta nable - from sourc ng paper respons bly to our
travel pol c es - and we have brands at the forefront of
these conversat ons. Mar e Cla re, for example, won the
nnovat on of the Year Award from the Br t sh Soc ety of
Magaz ne Ed tors for the r work over the past two years
br ng ng the r key purpose p llar - susta nab l ty - to l fe
and engag ng new aud ences n the top c through l ve
panel events, a fest val, awards, spec als, guest ed ts,
d g tal partnersh ps, campa gns and a ded cated
channel. Woman & Home also featured content on
Susta nable l v ng How to help combat cl mate change
at home and the Tom s Gu de awards now feature
susta nab l ty for the prest g ous Hero Award.
deal Home ntroduced the One Small Step badge to ts
pr nt content around three years ago to h ghl ght
products or stor es that encourage a more susta nable
approach to homes. Th s has now been expanded to a
one-page feature n every ssue, focus ng on news and
deas for a more susta nable home.
Reducing waste
Sourcing paper
Paper s the largest raw mater al we use as a Group. We
work hard to make sure that whatever we consume, we
do t n a way that s eth cally respons ble and
env ronmentally susta nable. Our paper s sourced and
produced from susta nable, managed forests,
conform ng to str ct env ronmental and soc o-econom c
standards. Our paper m lls and paper merchants all hold
full FSC (Forest Stewardsh p Counc l) cert ficat on and
accred tat on, show ng our comm tment to sourc ng
paper suppl es from susta nable sources.
Recycling of unsold magazines and gifts
The Group s strongly ncent v sed to m n m se the
number of unsold magaz nes and we employ
soph st cated techn ques to help ach eve th s. n the UK,
Future s unsold magaz nes are e ther used n recycled
paper manufacture or n other recycl ng operat ons, or
they are handed to local schools and hosp tals. We also
support the Profess onal Publ shers Assoc at on s
n t at ve, encourag ng readers to recycle the r magaz nes
after use, and we are now full members of the OPRL
(On-Pack-Recycl ng-Label) Scheme wh ch prov des full
access to and use of correct recycl ng labell ng,
nstruct ng consumers how to respons bly recycle or
d spose of our magaz nes and packag ng.
Packaging
We comply w th our obl gat ons under the Producer
Respons b l ty Obl gat ons (Packag ng Waste)
Regulat ons, and carry out an annual packag ng waste
aud t where we declare our packag ng waste volumes
and offset our waste by purchase of Packag ng Waste
Recovery Notes.
Our UK subscr pt on cop es are now all ma led n
paper-wrap, along w th the major ty of promot onal
Why is this important to Future?
Pillar 4:
Taking Responsibility
Building a sustainable future
We are committed to making a positive impact
and inspiring change — playing our part in
building a sustainable future for our planet and
our communities
Corporate Responsibility
Annual Report and Accounts 2022 / 47
Global tonnes CO2e emissions from
FY 2018 FY 2019 FY 2020 FY 2021 FY 2022
Total
(tCO2e)
Total
(tCO2e)
Total (tCO2e) Total (tCO2e) Total (tCO2e)
The combust on of fuel gas for heat ng and fuel
for veh cles (Scope 1)
UK
US
Aus
TOTAL
97
-
-
97
96
-
-
96
106
2
1
109
232
2
0
234
154
0
0
154
The purchase of electr c ty heat, steam or cool ng
by the Group for ts own use (Scope 2) Locat on
Based
UK
US
Aus
TOTAL
331
3
-
334
298
205
-
503
235
34
-
269
230
8
3
241
271.81
71.76
9.30
352.87
The purchase of electr c ty heat, steam or cool ng
by the Group for ts own use
(Scope 2) Market Based
UK
US
Aus
TOTAL
-
-
-
-
-
-
-
-
337
34
-
371
-
-
-
-
147.85
71.76
9.3
228.91
Total Em ss ons (tCO2e) - Locat on Based 431 599 378 475 609
Total Revenue (£m) 130.1 221.5 339.6 606.8 825.4
ntens ty Rat o (tCO2e per £1m) - Locat on Based 3.3 2.7 1.1 0.8 0.7
1 https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/850130/Env-reporting-guidance_inc_SECR_31March.pdf
2 https://ghgprotocol.org/
3 https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2020
4 Source: IEA (2019) Emission Factors (https://www.iea.org/t_c/termsandconditions/)
Global tonnes CO2e emissions from
FY 2021 Total (kWh)
Total (kWh)
FY 2022 Total (kWh)
Total (kWh)
The combust on of fuel gas for heat ng and
fuel for veh cles (Scope 1)
UK
US
Austral a
TOTAL
1,152,393
7,318
-
1,159,711
820,246
0
0
820,246
The purchase of electr c ty heat, steam or cool ng by the
Group for ts own use (Scope 2)
UK
US
Austral a
TOTAL
1,084,041
41,433
3,776
1,129,250
1,575,827
413,121
11,773
2,000,720
Total Energy (kWh) 2,288,961 3,222,176
Total Revenue (£m) 606.8 825.4
ntens ty Rat o (kWh per £1m) 3,772.18 3909.78
packs to the reta l newsstand. n FY 2022 we explored mov ng our
export subscr pt ons to paper wrap, from the r current LDPE4 (number
4-coded low-dens ty polyethylene) fully recyclable wrap. We have
three export t tles (Golf Monthly, Rugby World and Sport ng Gun) n
paper wrap the rest are st ll n polywrap. We are tr all ng the paper
wrap w th these three t tles to assess how well t travels through
nternat onal postal systems and also to compare costs.
We rema n comm tted to ensur ng recycl ng logos show the latest
nformat on ava lable on recyclab l ty of the wrappers, d rect ng
customers to recycle the bags at local supermarkets.
Recycling and waste management in the office
All of our off ces have clearly defined communal waste and recycl ng
areas. Our n-off ce s gnage for colleagues ensures we all play an
act ve part n recycl ng. We have separate general waste, m xed
recycl ng and food waste n all off ces, and we operate a zero s ngle-
use plast c pol cy, wh ch has s gn ficantly reduced our mpact already.
We work w th our waste prov der to complete quarterly report ng to
trace waste usage more eff c ently and mon tor progress on
reduc ng waste that s sent to landfill.
FY 2021:
Total waste: 15.129 tonnes across four locat ons
Total recycled: 5.354 tonnes (35.4%) across four locat ons
FY 2022:
Total waste: 32 tonnes across three locat ons
Total recycled: 21 tonnes (67%) across three locat ons
Scope 1 and 2 emission reporting
Cl mate r sk and opportun t es have not yet been cons dered as part
of our r sk process. However, the Group has comm ss oned a
th rd-party to nclude cl mate r sks and opportun t es n our r sk
assessment n FY 2023. You can read more about our approach to
r sk on page 66.
Streamlined Energy & Carbon Report (SECR)
Summary n accordance w th the Compan es Act 2006 (Strateg c
Report and D rectors Report) Regulat ons 2013 ( the 2013
Regulat ons ) and the Compan es (D rectors Report) and L m ted
L ab l ty Partnersh ps (Energy and Carbon Report) Regulat ons 2018
48 / Future plc
Corporate Responsibility
( the 2018 Regulat ons ) we have reported our Streaml ned Energy
and Carbon Report d sclosure for 2022, cover ng the per od 1
October 2021 to 30 September 2022.
Methodology
Our report ng covers our UK, US and Austral an ent t es Future
Publ sh ng L m ted, Future US, and Mozo Pty. L m ted. We use the
Env ronmental Report ng Gu del nes nclud ng streaml ned energy
and carbon report ng gu dance 1 and Greenhouse Gas Protocol 2
methodology for comp l ng th s greenhouse gas (GHG) data and
ncluded all requ red em ss ons sources. GHG em ss ons factors
have been sourced and appl ed from BE S convers on factors for
GHG em ss ons 3 the equ valent reports on non-UK (Austral a)
propert es used the CO 2e factors prov ded by the nternat onal
Energy Agency ( EA 4) and for USA reg onal factor for New York,
prov ded by Un ted States Env ronmental Protect on Agency,
sourced from carbon footpr nt 5 for em ss ons assoc ated w th gr d
electr c ty consumpt on. As a Group w th only off ce-based
act v t es and no manufactur ng act v t es, under the GHG Protocol
Corporate Standard, em ss ons fall under Scope 1 (combust on of
fuel) and Scope 2 (purchase of electr c ty).
Intensity Ratio
We are us ng Tonnes per £1 m ll on revenue . Our GHG em ss ons CO
2e ntens ty has decreased further from 0.8 tonnes CO 2e per £m n
2021, to 0.74 tonnes CO 2e per £m n 2022, wh ch s a decrease of 7.5%.
Energy Efficiency Action Taken
Two of Future s largest UK s tes, Padd ngton and Bath, now have
electr cal charg ng po nts for veh cles n place.
We have also nvested n new Trend Controls panels to ensure the
Bath off ce Bu ld ng Management System (BMS) s as eff c ent as
poss ble. n our NY off ce we have nstalled a new BMS so we have
better control of our a r cond t on ng systems wh ch n turn w ll
reduce usage.
n the com ng financ al year we are complet ng the LED l ght ng
upgrades to one floor of the Padd ngton off ce and the whole s te n
Read ng. The LED l ght ng upgrades w ll lead to a 71.1% reduct on of
total c rcu t watts n the Padd ngton off ce, and a 63.5% reduct on n
the Read ng off ce.
We are also go ng to be upgrad ng the a r cond t on ng system to a new
Var able Refr gerant Volume system to a d usage and prov de better
performance. TM44 surveys are also be ng completed at all UK s tes.
What have we accomplished in FY 2022?
Tak ng Respons b l ty s our other Future Foundat on p llar.
Although these were not new to us last year, through the launch of
our Our Future, Our Respons b l ty p llar n December 2021 we
have further developed our amb t ons surround ng cl mate and
susta nab l ty.
The s x colleagues who worked on th s p llar developed the five
top cs (Cl mate Change - D rect Value Cha n mpacts Corporate
Governance & Compl ance Lobby ng & Publ c Affa rs and
Stakeholder Engagement) nto more deta led object ves, w th
success measurements, and these became our workstreams. The r
core competenc es are n bu ld ng management and fac l t es,
supply cha n and product on, T, finance and corporate governance.
Our progress n these areas s deta led next
Topic Ambitions (2021 and beyond)
Cl mate change
d rect
Our in en ion is o achieve ne zero GHG emissions from Scope
and 2.
We will demons ra e reduc ions via energy saving and
renewable energy.
We will ini ia e a Scope 3 foo prin repor in Y 2023.
Value Cha n
mpacts
We commi o producing hard copy issues from cer ified or
responsibly-sourced paper will con inue.
We will remain commi ed o responsible sourcing of paper
and o her ma erials.
We will se a single-use plas ic-free policy, and repor on
compliance by January 2023.
We will disclose our opera ional was e onnage and in roduce
programmes o increase our recyling ra e.
We will se arge s o measure emissions from our digi al value
chain by Y 2024 a he la es .
Corporate
Governance and
Compl ance
A sub-commi ee of he board will govern he Responsibili y
s ra egy.
Our policy commi ee will ake responsibili y for reviewing,
upda ing and circula ing our policies.
Training will suppor he Group’s key policies.
We will publish our ax s ra egy in our annual repor .
Lobby ng and
Publ c Affa rs
Using he responsible lobbying framework we will in erac wi h
regula ors and policy makers.
Stakeholder
Engagement
We will con inue o disclose our Sec ion 72 s a emen ,
annually.
We will engage in Ra ings providers’ research, and ensure
ransparency of our da a.
Taking responsibility
Corporate Responsibility
Annual Report and Accounts 2022 / 49
Measure-
ment FY 2022 Progress FY23 objectives
nforma ion and
da a published in our
Annual Repor . We
will measure our GHG
emissions (in ensi y
ra io) once a year
via our sus ainable
energy consul ancy
par ner.
We con inue o publish scope and 2 and our in en ion is o be ne zero GHG. We con inue o publish scope and 2 and our in en ion is o be ne
zero GHG.
We will implemen raining for key members of he business.
We will ini ia e a Scope 3 foo prin repor in Y 2023, which will
be published in our Y 2024 annual repor a he la es . We are
employing an independen managemen consul ancy ha specialises
in SG and sus ainabili y, o provide guidance on conduc ing our
Scope 3 repor ing. Key suppliers have already provided us wi h heir
own ‘carbon calcula ors’ in order for us o be able o calcula e our
impac from onnages. We will review heir me hodology hrough he
consul ancy work.
nforma ion and
da a published in our
Annual Repor .
We’ve produced our hard copy prin produc s from cer ified or responsibly-sourced paper in
all our loca ions.
As above, we do no use plas ic covermoun s, and we package in recyclable ma erials; There
are no plas ic covermoun s (promo ional gif s), packaging is he envelopes for subscribers
and he palle wrapping for dis ribu ion. UK subscriber copies are in recyclable paper,
overseas subscribers are in recyclable poly.
We have removed single-use plas ics from our domes ic shipping and marke ing.
We con inue o disclose our opera ional was e and onnage in he UK hrough our annual
re urn o he Depar men for nvironmen , ood & Rural Affairs (D RA), and you can find
de ails of his year’s disclosure on page 47. 00% of our unsold was e (re urned copies from
shops) is recycled in he UK. The indus ry has surveyed cus omers and herefore we can
es ima e ha 90% of our manufac ured produc is recycled (pos consumer was e) bu no e
ha his pre-da es he pandemic.
We also con inue o implemen indus ry-wide ini ia ives or governmen -led bes prac ice, e.g.
recycling logos in our magazines and on he recyclable plas ic, and encouraging recycling in
he panels.
We have inves ed in hree new in elligen da a cen re echnologies ha are 00% powered
by renewable energy, and our usage is scaled according o demand. This projec s ar ed
in January 2022 and comple ed in July 2022. The Da a cen res are opera ed by hird par y
providers, bu all he equipmen we u ilise in hem is u ure owned. We’ve inves ed c£2.5
million in brand new ki which is 30% more energy efficien han he ki i replaces. All end-of-
life ki is recycled.
We cons an ly op imise our web pages across our brands o reduce page load ime and
herefore reduce energy usage.
We only re ain da a for as long as we need o, from a financial or legal perspec ive.
We will con inue o produce hard copy issues from cer ified or
responsibly-sourced paper.
We will con inue o no use plas ic covermoun s, and o package in
recyclable ma erials.
We will con inue our discussions wi h freigh consolida ors abou
removing single-use plas ics from our in erna ional shipping.
We will con inue o disclose our was e and onnage hrough our
annual re urn o D RA. We will also con inue o implemen indus ry-
wide ini ia ives, e.g. recycling logos in our magazines and on he
recylable plas ic, and encouraging recycling in he panels.
We will con inue o use da a cen re echnologies ha are 00%
powered by renewable energy, and our usage will con inue o be
scaled according o demand.
We will con inue o replace our ki wi h more energy-efficien ki , and
recycle all end of life ki .
We will con inue o only re ain da a for as long as we need o, from a
financial or legal perspec ive.
Our Scope 3 repor ing, in conjunc ion wi h he independen
managemen consul ancy, will enable us o iden ify our curren digi al
emissions and se arge s o reduce hem.
nforma ion and
da a published in our
Annual Repor .
Our governance is key o opera ing a fair and ransparen business: in 202 , we crea ed a new
Board Commi ee; his Responsibili y Commi ee suppor s he Board in he oversigh of our
Responsibili y S ra egy (see page 35 for informa ion on commi ee members).
Our policy commi ee mee s once a quar er o review, upda e and circula e our policies.
We make our policies available o all employees across he business via a number of
communica ion channels, including our People si e, our Snapsho (weekly upda e) and general
email communica ions.
We rain and embed our policies. n Y 2022 all u ure colleagues (including con rac ors wi h
privileged da a access) were required o under ake manda ory Privacy and Da a Pro ec ion
raining; on he core basics of privacy, he specific requiremen s by region from laws such
as GDPR (UK/ U), CCPA (US) and P P DA (Canada). The raining is held in u ure’s privacy
pla form, One Trus , which enables us o ailor raining, send personalised emails and
rack progress. All colleagues who work in he CA-regula ed par of u ure are required o
under ake Conduc Rules raining, which is broken down in o hree sec ions: a background
o CA regula ion, an in roduc ion o SM&CR, and he full se of Conduc Rules which apply
o individuals who work in CA and PRA regula ed firms. x ernal independen audi s are
conduc ed a leas once every wo years on nforma ion Securi y Policies and Sys ems, and
our policies are reviewed quar erly and hos ed on our in ernal nfoSec wiki. The Board also
receives an upda e on Cyber Securi y as par of he u ure risk regis er.
You can find more informa ion on his on page 69.
We have published our ax s ra egy on our websi e.
Our Board Commi ee will con inue o govern he Responsibili y
s ra egy.
Our policy commi ee will con inue o mee once a quar er o review,
upda e and circula e our policies.
We will con inue o rain and embed our policies wi hin he Group.
We discuss SG in our Town Halls and a all Onboarding even s,
and we will consider he possibili y of in roducing raining for all
colleagues on sus ainabili y and SG.
We will con inue o publish our ax s ra egy on our websi e
nforma ion published
in our Annual Repor .
We have followed he responsible lobbying framework in all lobbying ha has aken
place his year, e.g. around he Online Safe y Bill
We will con inue o use he responsible lobbying framework when
in erac ing wi h regula ors and policymakers.
We’ve had conversa ions wi h MSC , Sus ainaly ics and SS around he ransparency of
our da a and are working hrough a lis of recommenda ions.
As par of he wider shareholder consul a ion on remunera ion, we have also engaged
wi h V S, Glass ewis and SS o ge heir inpu o ensure alignmen .
We will con inue o disclose our Sec ion 72 s a emen , annually.
We plan o publish informa ion around our approach o da a and
privacy ha wasn’ previously in he public domain.
50 / Future plc
Corporate Responsibility
At Future, cl mate change s treated as a Board-level governance top c.
Our governance framework s outl ned n the Corporate Governance
sect on on pages 76 to 77. For more deta l on the roles of the Board and
ts Comm ttees, please see the matters reserved for the Board and ts
Comm ttees terms of reference, wh ch are ava lable n the governance
sect on of Futureplc.com. The Respons b l ty Comm ttee prov des
updates to the Board throughout the year, nclud ng on cl mate change,
to ensure the Board s able to make nformed dec s ons. Our
Respons b l ty Comm ttee ev dences our comm tment to dr ve
mprovements n our env ronmental and w der susta nab l ty
performance, and to ensure that as a bus ness we are mak ng real
progress w th our env ronmental comm tments. Cl mate change and
how we are respond ng to the r sks and opportun t es that t poses s
mportant to our stakeholders (Our Aud ence, People, nvestors,
Commerc al Partners and Suppl ers and Regulators). We support the
Task Force on Cl mate-related F nanc al D sclosures (TCFD) and ts
recommendat ons and are comm tted to assess ng the mpacts of
cl mate r sks n FY 2023 and opportun t es across our operat ons and
supply cha ns (you can read more about our plan below). Th s year, we
have focused on establ sh ng our report ng structure and nternal
process to ensure we can dent fy and manage cl mate r sks and
opportun t es. We plan to further enhance (see below) and mprove
these as we evolve along the TCFD journey.
The Group has prepared ts TCFD d sclosures, as set out below, n l ne
w th gu dance n the 2021 updates to the TCFD F nal Report and Annex,
nclud ng the supplementary gu dance for all sectors. We are bu ld ng
on our progress on reduc ng greenhouse gas em ss ons (see GHG data
on page 47) from prev ous years to develop a net zero strategy, and we
ntend to evolve our report ng under the TCFD recommendat ons. We
have the amb t on to be scope 1 and 2 net zero. We prev ously set a
target of net-zero on scope 1 and 2 by 2026. We have dec ded to
postpone th s target. We had not prepared a deta led trans t on plan
and therefore could not comm t to meet ng the target. As part of the
work undertaken by Carnstone, we w ll reassess and set a new target
by FY 2023. We are cont nu ng to work towards th s amb t on wh lst n
parallel assess ng our Scope 3 footpr nt before elaborat ng a net zero
strategy (scope 1, 2 and 3) and an updated goal. At the t me of
publ cat on, Future plc has d sclosed suff c ent nformat on to comply
w th one of the 11 recommended d sclosures set out n F gure 4 of
Sect on C of the report ent tled “Recommendat ons of the Task Force
on Cl mate-related F nanc al D sclosures publ shed n June 2017 by the
TCFD (LR 9.8.6R). Wh le we have made good progress on our
report ng, we acknowledge that the Group does not comply w th all
TCFD recommendat ons and that further work s requ red to enhance
the dent ficat on, mpact and report ng for cl mate-related r sks and
opportun t es, and how these map over the short, med um and long
term. Further work w ll be undertaken n the com ng financ al year n
the follow ng areas
Compliant
Y/N
Governance
a. Descr be the Board s overs ght of cl mate related r sks and
opportun t es.
N
b. Descr be management s role n assess ng and manag ng
cl mate related r sks and opportun t es.
N
Strategy
a. Descr be the cl mate related r sks and opportun t es the
organ sat on has dent fied over the short, med um and long
term.
N
b. Descr be the mpact of cl mate related r sks and opportun t es
on the organ sat on s bus nesses, strategy and financ al
plann ng.
N
c. Descr be the res l ence of the organ sat on s strategy, tak ng
nto cons derat on d fferent cl mate related scenar os, nclud ng
a 2°C or lower scenar o.
N
Risk management
a. Descr be the organ sat on s processes for dent fy ng and
assess ng cl mate related r sks.
N
b. Descr be the organ sat on s processes for manag ng cl mate
related r sks.
N
c. Descr be how processes for dent fy ng, assess ng, and
manag ng cl mate related r sks are ntegrated nto the
organ sat on s overall r sk management.
N
Metrics and Targets
a. D sclose the metr cs used by the organ sat on to assess
cl mate related r sks and opportun t es n l ne w th ts strategy
and r sk management process.
N
b. D sclose scope 1, scope 2 and, f appropr ate, scope 3 greenhouse
gas (GHG) em ss ons and the related r sks.
Y
c. Descr be the targets used by the organ sat on to manage cl mate
related r sks and opportun t es and performance aga nst targets.
N
Task Force on Climate-related Financial Disclosures (TCFD)
Corporate Responsibility
Annual Report and Accounts 2022 / 51
Rationale
Plan to address
Timeline
he Board establ shed the Respons b l ty Comm ttee,
but as the r sks and opportun t es have not yet been
dent fied, the Comm ttee has not been able to perform
ts role n oversee ng and manag ng cl mate related
r sks and opportun t es dur ng FY 2022. Wh lst cl mate
change s not currently ncluded w th n the Pr nc pal
R sks and Uncerta nt es, t rema ns an area the Group
keeps under rev ew through the work be ng done by the
Our Future, Our Respons b l ty workstreams.
he Board has created n 2021 a Respons b l ty
Comm ttee and the Group has establ shed a
Respons b l ty Steer ng Group that w ll make dec s ons
and take act on on the outcome of the work that has
been comm ss oned to th rd party to nclude cl mate
r sks and opportun t es n our r sk assessment.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
Cl mate r sk and opportun t es have not yet been
cons dered as part of our r sk process.
n FY 2023, the cl mate related r sks and opportun t es
w ll be dent fied and assessed as part of our b annual
rev ew of the r sk reg ster as well as the r mpact.
he r sk reg ster s rev ewed and d scussed at least
tw ce a year by the Aud t and R sk Comm ttee (ARC).
he assessment of the cl mate related r sks w ll be
rev ewed by the Respons b l ty Steer ng Group once
performed and then presented to the Respons b l ty
Comm ttee (w th the Cha r of the ARC n attendance)
n Spr ng 2023 and the r sk reg ster w ll be updated n
accordance w th the find ngs.
he outcome of th s work w ll be shared to the
Respons b l ty Comm ttee and Steer ng Group.
he cl mate related r sks and opportun t es, nclud ng
the res l ence of the Group s strategy, tak ng nto
cons derat on d fferent cl mate related scenar os,
w ll feature n our FY 2023 r sk reg ster and CFD
d sclosure follow ng a planned workstream
conducted by Carnstone.
he elaborat on of cl mate scenar os s scheduled
for the Spr ng of 2023. he outcome of th s work w ll
feature n the r sk sect on and the CFD d sclosure n
the FY 2023 Annual Report. As a result, we ntend on
be ng compl ant on th s recommendat on w th n the
FY 2023 Annual Report.
he statement of work from Carnstone w th a
t mel ne s h ghl ghted below.
Cl mate related scenar os have not been part of the
r sk management process dur ng FY 2022
he elaborat on of cl mate scenar os s scheduled for
the Spr ng of 2023.
he statement of work from Carnstone w th a
t mel ne s h ghl ghted below.
he outcome of th s work w ll be shared to the
Respons b l ty Comm ttee and Steer ng Group.
A descr pt on of the res l ence of the organ sat on s
strategy tak ng nto cons derat on d fferent cl mate
related scenar os, nclud ng a 2°C or lower scenar o
w ll be publ shed n our FY 2023 Annual Report.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
Cl mate r sk and opportun t es have not been
cons dered as part of our r sk process n FY 2022.
A deta led gap analys s w ll be carr ed out by the
Spr ng of 2023 aga nst the CFD recommendat ons.
Once complete, th s w ll be cons dered at the
Respons b l ty Comm ttee, w th the Cha r of the ARC
n attendance, to allow recommendat ons for how
cl mate change could be best ntegrated nto the
company w de r sk processes.
n add t on, once the r sks and opportun t es have
been assessed and agreed, the Group w ll work on a
m t gat on strategy (as part of ts broader r sk strategy)
as well as strategy to max m se the opportun t es. h s
work w ll nclude financ al assessment.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
Wh lst we measure and mon tor our scope 1 and 2
em ss ons and the susta nab l ty of our paper supply
cha n, g ven we have not yet ntegrated cl mate
related r sks as part of our r sk management
process, we do not yet have a full set of metr cs to
track these.
As ment oned above, we have removed our target to
be net zero by 2026 on Scope 1 and 2 and th s w ll be
re assessed dur ng the year n tandem w th a deta led
plan to ach eve the amb t on and define a t meframe.
Future has embarked on a rev ew of our basel ne
pos t on dur ng FY 2023 w th external expert support
and w ll d sclose a deta led plan n our FY 2023 Annual
Report on how we ntend to ach eve th s amb t on.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
N/A
N/A
N/A
Wh lst we measure and mon tor our scope 1 and 2
em ss ons and the susta nab l ty of our paper supply
cha n, g ven we have not yet ntegrated cl mate
related r sks as part of our r sk management
process, we do not yet have assoc ated targets.
As ment oned above, we have removed our target to
be net zero by 2026 on Scope 1 and 2 and th s w ll be
re assessed dur ng the year n tandem w th a deta led
plan to ach eve the amb t on and define a t meframe.
Future has embarked on a rev ew of our basel ne
pos t on dur ng FY 2023 w th external expert support
and w ll d sclose a deta led plan n our FY 2023 Annual
Report on how we ntend to ach eve th s amb t on.
As a result, we ntend on be ng compl ant on th s
recommendat on w th n the FY 2023 Annual Report.
52 / Future plc
Corporate Responsibility
In green text are the TCFD disclosures where the Group is compliant and in orange are the TCFD disclosures where the Group is not
yet compliant:
Recommendation Response Disclosure location
Governance
D sclose the organ sat on s governance around cl mate related r sks and opportun t es
a. Describe the board’s oversight
of climate-related risks and
opportunities.
b. Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Future s not compl ant w th these recommendat ons. However, the Group has the structure
n place to address once the cl mate related r sks and opportun t es have been dent fied. he
respons b l ty for assess ng and manag ng cl mate related r sks s ts at both execut ve and
Board level. A more deta led governance structure s set out on page 76, but n respect of
cl mate r sk report ng the structure s as follows:
ARC sect on of the
Governance Report on r sk
rev ew process (page 86)
Respons b l ty Report, terms
of reference (page 35)
Board
he Board rece ves updates on r sk assessments, m t gat on methods and progress from
the ARC, and are nvolved n s gn ficant strateg c dec s ons, for example, the adopt on of a
sc ence based target. he Board rev ews the r sk reg ster at least once a year.
he Board rece ves updates from the Respons b l ty Comm ttee on progress on our w der
Respons b l ty Strategy, and from FY 2023 w ll rece ve reports on cl mate related r sks and
opportun t es, together w th updates on our plans to manage these.
Responsibility Committee
he Respons b l ty Comm ttee oversees the
progress towards fulfill ng the amb t ons
and targets of our Respons b l ty strategy,
nclud ng regulatory d sclosures and change
n requ rements, nclud ng on cl mate related
d sclosures.
he ARC Cha r w ll attend two meet ngs a
year of the Respons b l ty Comm ttee at wh ch
cl mate r sk w ll be d scussed. Where poss ble,
every Board member attends each meet ng
of the Respons b l ty Comm ttee, even f they
are not a member of the Comm ttee, prov d ng
context for Board d scuss ons. he Cha r of the
Respons b l ty Comm ttee also reports back to
the Board after every meet ng.
Audit and Risk Committee
he ARC rece ves deta led updates
from management tw ce a year on r sk
assessments, m t gat on methods and
progress. For FY 2022 cl mate change was
not ncluded w th n the Pr nc pal R sks and
Uncerta nt es. h s pos t on s kept under
constant rev ew.
CEO
(cha rs the EL )
CFO
Has respons b l ty for the cons derat on
of cl mate related r sks on the financ al
performance of the Group and compl ance
w th env ronmental report ng.
Executive Leadership Team (ELT)
Execut ve respons b l ty for cl mate change mpact s held by our Execut ve D rectors,
supported by the EL . hey have respons b l ty for overs ght of our cl mate change agenda
and are respons ble for ensur ng that cl mate related r sks are ntegrated nto the ex st ng
bus ness strategy.
he EL s supported by the Respons b l ty Steer ng Group. he EL regularly rev ews
progress aga nst our susta nab l ty comm tments and targets.
Respons b l ty Steer ng Group (cha red by the
COO) and has s x members of the EL , nclud ng
the four p llar leads, and other subject matter
expert members. h s Respons b l ty Steer ng
Group mon tors our approach to susta nab l ty
and, n FY 2023, w ll be respons ble for ensur ng
our act on plan s properly resourced and
progress s be ng made on each respons b l ty
p llar, nclud ng cl mate related act ons.
Task Force on Climate-related Financial Disclosures (TCFD)
We have partnered w th Carnstone, a spec al st prov der to the
Med a ndustry on develop ng ESG strategy, who prev ously helped
us on assess ng the landscape of ESG n Med a when the Group
developed ts ESG strategy. They w ll ass st the Group n the
elaborat on of a robust plan w th clear m lestones and targets,
start ng w th nterv ews w th relevant stakeholders (F nance, R sk,
ELT, etc) wh lst rev ew ng ex st ng process and documentat ons. Th s
w ll then allow the product on of a deta led gap analys s by the
Spr ng of 2023 aga nst the TCFD recommendat ons and make
recommendat ons for how cl mate change could be best ntegrated
nto the company-w de r sk processes, nclud ng the cl mate
scenar o analys s n the Spr ng of 2023. Carnstone w ll then support
nternal stakeholders w th the mplementat on of the
recommendat ons n the Summer of 2023 w th the amb t on to be
fully compl ant on the 11 recommendat ons by FY 2023.
The table below shows both areas n wh ch we have made good
progress and areas we bel eve more work s requ red to fulfil a
d sclosure requ rement to a h gh standard.
Corporate Responsibility
Annual Report and Accounts 2022 / 53
Recommendation Response Disclosure location
Strategy
D sclose the actual and potent al mpacts of cl mate related r sks and opportun t es on the organ sat on s bus nesses, strategy, and financ al plann ng where such
nformat on s mater al.
a. Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long-
term.
b. Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy and financial planning.
c. Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower scenario.
Future s not compl ant w th these recommendat ons.
However, the Group has al gned ts Respons b l ty strategy w th ts strategy and dent fied
opportun t es to create content to promote susta nab l ty. By ensur ng we have a l m ted
carbon footpr nt compared w th most compan es we are more attract ve for our partners
who are also look ng to reduce the r own scope 3 em ss ons.
For example, dur ng the year we have taken certa n bus ness dec s ons that created
opportun t es from a cl mate perspect ve, for our organ sat on but also for our customers.
Our move to 100% renewable powered data centres n July 2022 makes us more attract ve to
d g tal advert sers look ng to mprove the r own ESG credent als. Advert sers and agenc es
have welcomed our updated credent als.
Equally from our content perspect ve and strategy, we can use our content to nform and
nfluence pos t ve changes, nclud ng on cl mate, on our aud ence. For example, deal Homes
created the one small step badge for products that encourage susta nab l ty. h s helps our
Aud ence to meet the r own cl mate related agenda.
We acknowledge that there are cl mate related r sks to the bus ness (for example extreme
weather events wh ch m ght mpact our paper supply, or cause electr c ty shortages) but that
a full r sk assessment st ll needs to be performed.
Respons b l ty
Report, P llar 4 ak ng
Respons b l ty (pages
46 49), P llar 1 Expand ng
Hor zons (pages 38 40)
Risk Management
D sclose how the organ sat on dent fies, assesses, and manages cl mate-related r sks.
a. Describe the organisation’s
processes for identifying and
assessing climate-related risks.
b. Describe the organisation’s
processes for managing climate-
related risks.
c. Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
Future s not compl ant w th these recommendat ons as the cl mate related r sks and
opportun t es have not yet been dent fied and therefore cannot be managed.
Because of the nature of our bus ness, cl mate change has not prev ously been cons dered to
be a r sk for Future and so has not featured on our r sk reg ster.
However, these w ll be assessed n FY 2023 and w ll feature n our FY 2023 Annual Report.
Governance sect on, ARC
report (page 86)
Metrics and Targets
D sclose the metr cs and targets used to assess and manage relevant cl mate related r sks and opportun t es where such nformat on s mater al.
a. Disclose the metrics used
by the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process.
b. Disclose scope 1, scope 2
and, if appropriate, scope 3
greenhouse gas (GHG) emissions
and the related risks.
c. Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets.
We measure our cl mate mpact through a var ety of measures:
GHG em ss ons (scope 1 and 2)
Paper supply to ensure t s susta nably sourced.
Or g n of Scope 1 em ss ons are from the combust on of fuel for heat ng or for cars.
We also purchase energy from the gr d (Scope 2)
Our GHG em ss ons have been ver fied by an ndependent th rd party (B U). We w ll keep th s
ver ficat on under rev ew to ensure t cont nues to prov de appropr ate measurement for our
report ng.
We have nd rect GHG em ss ons throughout the value cha n ma nly as a result of our
purchase of goods, serv ces, fuels and transportat on.
We have not yet assessed our Scope 3 em ss ons, however, we are partner ng w th Carnstone
to elaborate our Scope 3 report ng w th the amb t on to publ sh Scope 3 em ss on by FY 2024
at the lastest.
Our amb t on s to be net zero on scope 1 and 2 em ss ons and progress on th s workstream
s mon tored through our annual em ss on report ng.
Future has embarked on a rev ew of our basel ne pos t on dur ng FY 2023. Dur ng FY 2022
we real sed we d d not have suff c ent nternal expert se or resources so an external expert
has been appo nted to support th s. We w ll d sclose an updated net zero target w th n
FY2023 alongs de a deta led plan on how we ntend to ach eve th s rev sed amb t on.
(wh ch we recogn se w ll be challeng ng). h s work w ll nclude a journey to Scope 3 GHG
d sclosure on wh ch we w ll update next year. We ntend to be n a pos t on to d sclose our
scope 3 em ss ons and set out our deta led plan to reduce these by FY 2024 at the latest. he
statement of work from Carnstone w th a t mel ne has been h ghl ghted above.
On paper supply (our b ggest raw mater al), as part of ts w der bus ness cont nu ty plann ng,
the Group ma nta ns a regular susta nab l ty assessment of our vendors and raw mater al
suppl ers.
Respons b l ty Report,
P llar 4 for Scope 1 and 2
d sclosures, page 47
And for paper sourc ng,
page 46
54 / Future plc
Corporate Responsibility
The Company s requ red to comply w th the non-financ al report ng requ rements set out n Sect ons 414CA and 414CB of the Compan es Act
2006. The table below sets out where n the Annual Report the relevant nformat on regard ng the key non-financ al matters can be found.
Reporting Requirement
Relevant Group principal
and emerging risks, pages
66 to70
Policies which govern our
approach
Policy embedding, due
diligence, outcomes and
key performance indicators
Environmental Matters
• Carbon performance,
metr cs and targets
Cl mate change, pages 46 to 53 Respons b l ty Pol cy R sk sect on, page 66
Respons b l ty Report, pages 50
to 53
Colleagues
• Health and safety
• Culture and eth cs
• nclus on and d vers ty
• Well be ng and support
Key person r sk
People
Health and Safety Pol cy
D vers ty Pol cy
Wh stleblow ng Pol cy
Respons b l ty Report, pages 42
to 45
R sk sect on, pages 69 to 70
Governance Report, page 74
D rectors Report, page 121
Social Matters
• Contr but ng to the economy
• Partnersh p
Personal data
Cyber secur ty and
D g tal advert s ng market changes
Char ty Pol cy
Health and Safety Pol cy
Respons b l ty Report, pages 42
to 45
R sk sect on, page 69 to 70
F nanc al Rev ew, page 62
D rectors Report pages 120 to 122
Human Rights And Anti-Corruption
And Anti-Bribery
• Re nforc ng an eth cal bus ness culture
• Speak ng up aga nst wrongdo ng
• Prevent on of br bery and corrupt on
• Approach to human r ghts and
modern slavery
Personal data
Cyber secur ty and
Econom c & geo pol t cal
uncerta nty
Ant corrupt on and Br bery Pol cy
Wh stleblow ng Pol cy
Slavery and Human raff ck ng
Pol cy
Respons b l ty Report, pages 40
to 45
R sk sect on, page 66
D rectors Report, page 120 to 122
Non-financial information statement
Corporate Responsibility
Annual Report and Accounts 2022 / 55
Our key stakeholders are those who influence or
are affected by our day-to-day activities. These
stakeholder groups have varying needs and
expectations; our aim at Future is to engage
effectively with all of them, to develop and
maintain positive and productive relationships.
How we engage
with our stakeholders
Why we engage Input to Future Value created
Our
Audience
We create fans of our brands by g v ng them a
place where they want to spend the r t me and
where they go to meet the r needs. hey are
central to our bus ness and w thout them we
would not ex st.
Our Aud ence s largely endem c and ntent
led. We reach 1 n 3 n the US and UK onl ne
w th a total aud ence of 506 m ll on.
We focus on prov d ng expert content to
ensure we meet the needs of our aud ences.
Strong spec al st commun t es are a
d fferent ator n med a. Our d vers fied bus ness
model prov des us w th revenue streams from
newsletters, onl ne advert s ng, pr nt and
events. hey also prov de an opportun ty to
make a d fference, us ng our collect ve strength
to nsp re pos t ve change.
Our
People
Engagement helps Future attract, reta n and
develop a d verse and talented workforce.
D vers ty n our people and our thoughts helps
us to create content that our aud ence love,
w th many of our colleagues be ng part of the
commun t es we reach.
Our workforce reflects the commun t es we
serve. Our culture s a powerful asset and
empowers and enables our people to
del ver our purpose, supported by our values.
Our
Investors
We place great mportance on hav ng
construct ve relat onsh ps w th all shareholders
and seek to ensure there s an appropr ate level
of d alogue w th them on all matters, nclud ng
strategy, governance and remunerat on,
throughout the year.
Our nvestors prov de finance, strateg c
d rect on and stewardsh p. Shareholders
are d rectly consulted by the Board on such
matters as Remunerat on Pol cy and v ews are
sought on key corporate act v ty.
Successful execut on of the strategy dr ves
strong earn ngs performance.
Our
Commercial
Partners
and
Suppliers
Foster ng healthy rec procal relat onsh ps
helps Future to ensure t ach eves the greatest
all round value from ts nvestments and
act v t es.
Develop ng mutually benefic al
relat onsh ps w th our commerc al partners
and suppl ers and bu ld ng res l ence, qual ty
and eff c ency across our supply cha n s a
fundamental contr butor to our long term
susta nab l ty.
hrough al gnment w th our values,
cont nuous mprovement and r sk we bu ld
mutal confidence and respect.
Regulators
Construct ve engagement a ms to ensure
fa r energy sector frameworks for energy
customers and nvestors.
Publ c pol cy and regulatory frameworks
nfluence the markets where we operate.
Cons dered and expert sector v ews del very
of pol cy and regulatory a ms.
56 / Future plc
Corporate Responsibility
Our Audience Our People
Group engagement
• Engagement methods nclude ded cated aud ence panels to ensure
the perspect ves of all of our d verse aud ence are cons dered.
• We evolved our platforms to take advantage of the evolv ng
landscape n search, and to ensure that our content was able to reach
and meet the needs of our aud ences (see page 28).
• Future also mon tors a w de range of nd cators of performance.
• We relaunched our aud ence, edtor al and content (ACE) work ng
group (see page 39).
How the Board engaged in FY 2022
• The Board rece ves regular aud ence ns ght reports through the year,
and regularly rev ews our aud ence needs.
What we learnt
• Respons veness to need.
• Qual ty customer serv ce.
• Mutual confidence and respect.
• Platform capab l t es.
What are we going to do in FY 2023?
Look ng ahead, the challenge s to ensure that our platforms cont nue
to evolve to meet the needs of our new aud ences, and that we take
advantage of our platform capab l t es across the new vert cals n wh ch
we now operate as well as our core bus ness.
Measuring engagement and value created
• Global aud ence up 17% year-on-year, dr ven by onl ne users, ema l
newsletter subscr bers and soc al med a followers.
• Revenue grew by 36% n FY 2022.
Group engagement
• Mult -channel engagement through town hall meet ngs, ELT l sten ng
sess ons, d rect correspondence w th the execut ve, weekly all staff
ema ls from the CEO and the weekly Future snapshot.
• Group-w de colleague survey to assess engagement levels (see page
43).
• Data from colleague ex t surveys.
• Formal engagement w th trade un ons n the US.
How the Board engaged in FY 2022
• S te v s ts to our Bath, London, New York and Wash ngton DC off ces
and v rtual engagement sess ons.
• Cont nuous feedback on employee sent ment and the support be ng
prov ded.
• Mentor ng key talent.
What we learnt
• Employee well-be ng, support and res l ence.
• Future s colleague offer ng reward, benefits, nclus v ty, flex b l ty.
• Engagement w th nclus on and d vers ty strategy.
• The opportun ty for all colleagues to have a say and make a d fference
w th n Future.
• Be ng supported to make dec s ons centred around do ng the r ght
th ng.
What are we going to do in FY 2023?
• Cont nued engagement on purpose, v s on, strategy and culture.
• Cont nued focus on mprov ng nclus on and d vers ty.
• Cont nued focus on develop ng our amaz ng talent
• Cont nu ng to mprove on the ntegrat on of people from acqu s t ons
Measuring engagement and value created
• Employee engagement respose rate of 71%.
• Two volunteer ng days offered.
Corporate Responsibility
Annual Report and Accounts 2022 / 57
Our Commercial Partners and Suppliers Regulators
Group engagement
• Ongo ng trad ng agreements w th the largest advert s ng agenc es
GroupM, Publ c s and Opera.
• Regular meet ngs w th the large platform bus nesses, such as
Facebook, Google and Snapchat, throughout the year. Future hosted
ndustry events, such as the Cycl ng Summ t.
• Follow ng the complet on of the Denn s and other acqu s t ons, we
engaged w th commerc al partners to ensure that those who had
operated on acqu red brands were m grated over to Future terms.
• We engage and meet regularly w th key raw mater al and serv ce
prov ders to ensure they understand and al gn w th our object ves.
How the Board engaged in FY 2022
• Board updates on progress n ntegrat on work.
What we learnt
• M t gat on and management of soc al and env ronmental mpacts.
• Project des gn and nnovat on.
• Effect ve governance and operat ons.
• Fa r expectat on n the del very of projects and prompt payment.
What are we going to do in FY 2023
• Future w ll cont nue to use the ex st ng trad ng agreements w th key
agenc es, wh le expand ng the r scope to cover any new brands that
we own and operate.
• n areas such as pr vacy, we cont nue to engage w th our key vendors
and the broader med a ndustry to agree on frameworks and systems
that allow us to manage new and ex st ng trends.
Measuring engagement and value created
• 36% of Group’s revenue comes from direct advertising.
Group engagement
• Ongo ng construct ve d alogue w th the FCA to prov de an
understand ng of our strategy, bus ness plans and culture.
• Engagement w th UK pol cymakers shar ng expert se on auto-
sw tch ng n the energy sector, nclud ng meet ngs w th the
Department for Bus ness, Energy, and ndustr al Strategy, Ofgem, the
Bus ness, Energy, and ndustr al Strategy Select Comm ttee, and MP
groups, nclud ng the APPG for Consumer Protect on and APPG for
Fuel Poverty and Energy Eff c ency.
How the Board engaged in FY 2022
• Mon tor ng of engagement act v ty and responses to regulators to
ensure that strateg c, financ al, nvestment and operat ng frameworks
rema n al gned to the external landscape.
What we learnt
• Proact ve and open commun cat ons w th regulators has enabled us
to understand and respond to the r v ews and concerns and to d scuss
our approach and op n ons around mportant ssues.
• An ongo ng d alogue helps us to ma nta n our h gh standards of
regulatory compl ance.
What are we going to do in FY 2023
• We w ll cont nue to engage w th government and other stakeholders,
to feed areas of bus ness expert se nto pol cymak ng.
• Areas for engagement nclude eth cal content and protect on for
journal sts onl ne development of technology sk lls and the
regulat on of pr ce compar son webs tes operat ng n the energy
market.
Measuring engagement and value created
• We have subm tted a response to the UK Government s new body, the
D g tal Regulat on Cooperat on Forum (DCRF) s call for nput on ts
pos t on paper on the benefits and harms of algor thms.
• Four of Future s webs tes are now cert fied by Newsguard Tech Radar
(wh ch has a Nutr t on Label of 100/100), The Week, Space.com and
L veSc ence.
Section 172(1) Statement
This statement intends to set out how our Board of
Directors, both individually and collectively, act with
regard to matters set out in section 172(1) of the
Companies Act 2006 when undertaking their duties
during FY 2022.
We have a broad range of stakeholders who nfluence or are
affected by our day-to-day act v t es, and have vary ng needs and
expectat ons. Our a m s to try to ensure that the perspect ves,
ns ghts and op n ons of stakeholders are understood and taken
nto account when key operat onal, nvestment or bus ness
dec s ons are be ng made, so that those dec s ons
• are more robust and susta nable n themselves and
• support Future s strateg c approach of creat ng value for
shareholders and soc ety.
Th s allows the Board to bu ld trust and fully understand the
potent al mpacts of the dec s ons t makes on all our
stakeholders. Our engagement w th Future s ma n stakeholder
groups at all levels and across the organ sat on, are summar sed
on pages 54 and 55 of our Respons b l ty Report. The company s
governance arch tecture and processes are summar sed on pages
75 to 76 of our Corporate Governance report. Th s summary
explores how the Board cons ders all relevant matters n mak ng
ts pr nc pal dec s ons to contr bute to the del very of Future s
long-term pr or t es.
To avo d dupl cat on, th s statement ncorporates nformat on
from other areas of the Annual Report. The Board cons ders that
the statement focuses on those r sks and opportun t es that are
strateg cally mportant to Future, and cons stent w th the Group s
s ze and complex ty. More nformat on on the ssues, factors and
stakeholders that the Board cons ders relevant to comply ng w th
Sect on 172(1) (a) to (f) of the Act can be found n the locat ons
outl ned below.
Our Investors
Group engagement
• Respond ng to quer es from shareholders and debt prov ders, and
hold ng meet ngs w th all types of nvestors on an ongo ng bas s.
• Commun cat ng shareholder and debt prov der v ews to Future s
sen or management teams.
• Three web nars dur ng the year to nform our shareholders about the
value of the aud ence (October 2021), the v deo opportun ty (February
2022), further market development on pr vacy (February 2022)
(record ngs of these can be found on our webs te).
• Cap tal Market Day n September 2022 to cover the Group s amb t on
to reach 1 n 2 n the US and UK w th a spotl ght on the Women s
vert cal.
• Quarterly nvestor newsletter, wh ch g ves an update on the bus ness
to demonstrate progress on the strategy nclud ng susta nab l ty,
prev ous commun cat ons w th the financ al markets, thought
leadersh p as well as upcom ng events.
• Engagement w th env ronmental, soc al and governance (ESG)
rat ngs agenc es that many nvestors and debt prov ders rely on to
gauge susta nab l ty credent als.
How the Board engaged in FY 2022
• A programme of D rector- nvestor meet ngs cover ng key financ al
announcements, long-term pr or t es and spec fic ssues at nvestors
request.
• Part c pat on n v rtual and phys cal nvestor conferences.
• Cha r meet ng w th top shareholders to ma nta n the nteract on and
to obta n feedback.
• Remunerat on Comm ttee Cha r engagement w th key shareholders
and proxy agenc es n advance of our AGM and then as part of the
consultat on on our remunerat on pol cy (see page 90).
• Regular Board updates on nvestor and financ al market sent ment.
• Deta led report ng of shareholder feedback dur ng and after half- and
full-year results roadshows.
• Engagement w th shareholders at the AGM.
What we learnt
• nvestors are h ghly engaged w th Future and understand the strategy
that underp ns our future growth plans. They are keen to see the
tract on from these and they are support ve of the strategy and ts
mplementat on.
• Focus on ensur ng key management s reta ned, good success on
plann ng s n place across the leadersh p teams as well as
appropr ate future remunerat on pol cy.
What are we going to do in FY 2023?
• Cont nue to engage w th our shareholders throughout FY 2023
through regular commun cat on nclud ng the AGM (see page 75).
• Board members are ava lable should nvestors l ke to hear an update
and share feedback.
Measuring engagement and value created
• Adjusted d luted earn ngs per share (EPS) 163.5p.
• 192 users of the nvestor Relat ons newsletter.
58 / Future plc
Corporate Responsibility
Corporate Responsibility
Annual Report and Accounts 2022 / 59
(a) Long-term results
The likely consequences of any decision
in the long-term
Strategic report:
Our bus ness model (page 18)
Cha r s statement (page 10)
CEO s statement (page 22)
Key performance nd cators (page 20)
R sk management (page 66)
V ab l ty statement (page 71)
Corporate Governance report:
Cha r s governance statement (page 74)
Board act v ty (page 80)
Aud t and R sk Comm ttee report (page 86)
(d) The community and our
environment
The impact of the Group’s operations on
the community and our environment
Strategic report:
Respons b l ty Report (page 34)
Cl mate-related financ al d sclosure (page
50)
futureplc.com:
Respons b l ty
(b) Our workforce
The interests of the Group’s employees
Strategic report:
Our bus ness model (page 18)
Respons b l ty Comm ttee report (page 34)
Stakeholder engagement (page 54)
Corporate Governance report:
Cha r s governance statement (page 74)
Board act v ty (page 86)
Aud t and R sk Comm ttee report (page 86)
Nom nat on Comm ttee report (page 83)
Remuneration report
Remunerat on Comm ttee Cha r s statement
(page 90)
D rectors pay n a w der sett ng (page 105)
futureplc.com:
Respons b l ty
Gender pay gap report
(e) Our reputation
Our desire to maintain our reputation
for high standards of business conduct
Strategic report:
Respons b l ty Report (page 34)
Non-financ al nformat on statement (page
54)
futureplc.com:
Respons b l ty
Modern slavery statement
(c) Our business relationships
The importance of developing the
Group’s business relationships with
suppliers, customers and others
Strategic report:
Our bus ness model (page 18)
Our external env ronment (page 22)
Propr etary technology (page 16)
Respons b l ty Comm ttee report (page 34)
Stakeholder engagement (page 54)
nvestment (page 16)
Performance (page 62)
R sk management (page 66)
Corporate Governance report:
Board act v ty (page 80)
Aud t and R sk Comm ttee report (page 86)
(f) Fairness between our shareholders
Our aim to act fairly as between
members of the Group
Strategic report:
Respons b l ty Report (page 34)
Corporate Governance report:
Cha r s governance statement (page 74)
D rectors Report (page 120)
Shareholder nformat on (page 195)
60 / Future plc
Financial
review
62 FINANCIAL REVIEW
66 RISKS AND
UNCERTAINTIES
68 SUMMARY OF
PRINCIPAL RISKS
71 LONGER TERM
VIABILITY STATEMENT
Annual Report and Accounts 2022 / 61
62 / Future plc
viewFinancial Review
Med a be ng offset by a 3% decl ne n Magaz nes. UK Med a organ c
growth of 1% was dr ven by d g tal advert s ng (+1%) as well as the
recovery n events (+47%) wh ch were prev ously mpacted by the
pandem c, part ally offset by the decl ne n Aff l ates revenue as
expected.
Performance was strong n the US where growth of 55% or £115.7m to
£325.9m (FY 2021 £210.2m) and was supported by organ c growth of 7%
reflect ng strong growth n d g tal advert s ng and a stronger aff l ates
performance desp te the mpact of the comparators.
Med a revenue ncreased by £112.4m or 27% and by 5% organ cally.
Organ c d g tal advert s ng revenue grew 7% desp te the mpact of lower
onl ne aud ences and organ c aff l ate revenue was down 6%, w th the
decl ne broadly equal to the COV D one-off performance n the pr or
year. Events recovered and grew by 62% to over £15m.
Magaz ne revenue ncreased by 58% to £290.2m (FY 2021 £184.0m),
nclud ng the full-year mpact of the Denn s acqu s t on wh ch cont nued
to perfom well w th subscr pt on revenues grow ng on a proforma bas s
by 6%. n the organ c portfol o, subscr pt ons decl ned by 11% as we
returned to a normal sed level of subscr bers post pandem c, wh lst
newstrade held up well w th a marg nal decl ne at 2% organ c bas s by
5%. Magaz ne organ c revenue performance marg nally decreased by
2% as we are now through the COV D comparators.
ncluded below s a reconc l at on between statutory revenue and
organ c revenue
FY2022FY2022
£m£m
FY2021FY2021
£m£m
Total revenue
825.4
606.8
Revenue from FY 2022 and FY 2021 acquisitions
(308.4)
(115.2)
Organic revenue
517.0
491.6
Impact of FX at constant FX rates
0.3
13.3
Organic revenue at constant currency
517.3
504.9
Financial summary
The financ al rev ew s based pr mar ly on a compar son of results for
the year ended 30 September 2022 w th those for the year ended 30
September 2021. Unless otherw se stated, change percentages relate
to a compar son of these two per ods. Organ c growth s defined as
the l ke for l ke portfol o exclud ng acqu s t ons and d sposals made
dur ng FY 2021 and FY 2022 at constant FX rates and nclud ng the
mpact of closures and new launches. Constant FX rates s defined as
the average rate for FY 2022.
FY2022
£m
FY2021
£m
Revenue
825.4
606.8
Adjusted operating profit
1
271.7
195.8
Adjusted profit before tax
1
253.1
188.3
Operating profit
188.6
115.3
Profit before tax
170.0
107.8
Basic earnings per share (p)
101.4
59.3
Diluted earnings per share (p)
100.9
58.1
Adjusted basic earnings per share (p)
1
164.4
134.6
Adjusted diluted earnings per share (p)
1
163.5
131.9
1 Adjusted items are a non-GAAP measure. For further details refer to the section on Alternative
Performance Measures on page 64.
The D rectors bel eve that adjusted results prov de add t onal useful
nformat on on the core operat onal performance of the Group, and
rev ew the results of the Group on an adjusted bas s nternally. See
page 65 for a reconc l at on between adjusted and statutory results.
Group revenue ncreased 36% or £218.6m to £825.4m (FY 2021
£606.8m), ach eved organ cally ( ncrease of 2% at constant currency
and 5% at actual currency) and through acqu s t on, w th FY 2021 and
FY 2022 acqu s t ons net of d sposals contr but ng £308.3m to
revenue n the year.
UK revenue grew by 26% or £102.9m to £499.5m (FY 2021 £396.6m).
Total UK organ c revenues down 1% w th 1% organ c revenue growth n
Penny Ladkin-Brand
Chief Financial and Strategy Officer
Financial review
Segment
FY2022
£m
Segment
FY2021
£m
UK
£m
US
£m
Total
£m
UK
£m
US
£m
Total
£m
YoY Var
Organic
YoY Var
Digital ads 67.8
163.4
231.2
61.5
125.1
186.6
+24%
+7%
Affiliates 194.4
78.3
272.7
142.4
73.8
216.2
+26%
(6)%
Events, digital licensing and other media 22.0 9.3
31.3
16.5
3.5
20.0
+57%
+54%
Total Media 284.2
251.0
535.2
220.4
202.4
422.8
+27%
+5%
Newstrade 85.2 0.8
86.0
84.4
0.9
85.3
+1%
(2)%
Subsriptions
75.8
65.0
140.8
45.1
2.0
47.1
+199%
(11)%
Print advertising, licensing and other print
54.3 9.1
63.4
46.7
4.9
51.6
+23%
+5%
Total Magazines 215.3 74.9
290.2
176.2 7.8
184.0
+58%
(2)%
Total revenue 499.5
325.9
825.4
396.6
210.2
606.8
+36%
+2%
Annual Report and Accounts 2022 / 63
Who What Wear acqu s t ons respect vely, n add t on to £1.7m and
£0.6m of restructur ng costs attr butable to the rev ew of t tles n
our portfol o and bu ld ng of a finance centre of excellence n Bath
(2021 £13.1m n respect of the GoCo acqu s t on and £4.5m n
respect of the Denn s acqu s t on). A total of £10.9m has been
recogn sed n respect of onerous propert es, partly reflect ng
extended t me frames n sublett ng ex st ng onerous property
leases as well as £5.7m relat ng to propert es acqu red as part of
the Denn s acqu s t on (2021 £1.0m net expense on the ex t of
onerous propert es).
Dur ng 2021 the mpa rment charge of £8.8m related to a wr te
down of the brand and customer relat onsh p ntang ble assets
relat ng to Look After My B lls ( LAMB ) wh ch was acqu red as part
of the GoCo acqu s t on, by £4.4m each respect vely, as a result of
turbulence n the UK energy market wh ch d rectly mpacted the
auto-sw tch serv ce offer ng.
Other adjusting items
Acqu red amort sat on ncreased by £20.0m to £58.3m (FY 2021
£38.3m) reflect ng amort sat on ar s ng from the n-year
acqu s t ons of Denn s, What Culture and Who What Wear and the
acqu s t on of GoCo n FY2021.
Share-based payment expenses (relat ng to equ ty-settled share
awards w th vest ng per ods longer than 12 months), together w th
assoc ated soc al secur ty costs decreased by £7.9m to £6.9m (FY
2021 £14.8m). The nature of the scheme means that a charge s
booked rrespect ve of the l kel hood of ach ev ng the vest ng
targets, however, th s was m t gated by a reduct on for expected
assoc ated employers nat onal nsurance.
Net finance costs
Net finance costs ncreased to £18.6m (FY 2021 £7.5m) wh ch
ncludes external nterest payable of £13.6m reflect ng the
drawdown of the RCF to fund the Denn s and Cl que Brands nc.
(Who What Wear) acqu s t ons, h gher nterest rates and £2.8m n
respect of the amort sat on of arrangement fees relat ng to the
Group s bank fac l t es.
Leverage at 30 September 2022 was 1.48 t mes down from 1.9
t mes follow ng the Denn s acqu s t on on 1 October (exclud ng
other cash movements) (FY 2021 0.8 t mes).
n November 2022, we secured a new fac l ty of £400m w th a
synd cate of banks and supported by a part al guarantee from UK
Export F nance, w th attract ve terms. Therefore, total fac l t es at
the end of November 2022 were £900m.
nclud ng comm tment fees, external nterest payable n FY 2023 s
expected to ncrease to £27m, reflect ng a blended nterest rate of
7.2% on average gross debt of £378.2m. The total forecast net
finance cost for FY23 of £32.5m also ncludes £3.0m n respect of
amort sat on of arrangement fees and £2.5m of FRS16 related
nterest costs.
Taxation
The tax charge for the year amounted to £47.8m (FY 2021 £41.7m),
compr s ng a current tax charge of £38.3m (FY 2021 £30.2m) and a
deferred tax charge of £9.5m (FY 2021 £11.5m cred t). The current tax
charge ar ses n the UK where the standard rate of corporat on tax s
19% and n the US where the Group pays a blended Federal and
State tax rate of 28%.
Operating profit
Cost of sales have ncreased year-on-year dr ven by nflat on, mostly
n magaz nes w th ncreases to paper and pr nt ng costs due to h gh
energy pr ces as well as the nclus on of acqu s t ons and the r
respect ve costs. Other costs have ncreased due to nflat onary
pressures on salary and wages, and our ongo ng nvestment n
ed tor al, technology, nfrastructure and people. Desp te the mpact
of nvestments and nflat on comb ned w th n t al d lut ve mpact of
acqu s t ons, the Group has del vered an mproved marg n of 33% (FY
2021 32%). Th s s a testament of the strength of the platform and the
ab l ty to create operat ng leverage. As a result, adjusted operat ng
profit ncreased by £75.9m to £271.7m (FY 2021 £195.8m) dr ven by
both organ c profit growth and contr but ons from acqu s t ons.
Statutory operat ng profit ncreased by £73.3m to £188.6m (FY 2021
£115.3m) and statutory operat ng marg n mproved to 23% (FY 2021
19%) dr ven by the performance n adjusted operat ng profit
comb ned w th lower relat ve adjust ng tems.
Earnings per share
Earnings per share
FY2022FY2022
£m£m
FY2021FY2021
£m£m
Basic earnings per share (p)
101.4
59.3
Adjusted basic earnings per share (p)
164.4
134.6
Diluted earnings per share (p)
100.9
58.1
Adjusted diluted basic earnings per share (p)
163.5
131.9
Bas c earn ngs per share are calculated us ng the we ghted average
number of ord nary shares n ssue dur ng the per od of 120.5m (FY
2021 111.5m), the ncrease reflect ng the we ghted mpact of the ssue
of 22.6m shares to fund the acqu s t on of GoCo n the pr or year.
Adjusted earn ngs per share s based on profit after taxat on wh ch s
then adjusted to exclude share-based payments (relat ng to
equ ty-settled share awards w th vest ng per ods longer than 12
months) and assoc ated soc al secur ty costs, except onal tems,
amort sat on of ntang ble assets ar s ng on acqu s t ons and any
related tax effects. Adjusted profit after tax was £198.1m (FY 2021
£150.0m).
Exceptional items
Except onal tems nclude acqu s t on and ntegrat on related costs
of £4.7m nclud ng £2.9m and £1.2m relat ng to the Denn s and
Adjusted operating profit and margin
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY2022
£250.0
£200.0
£150.0
£100.0
£50.0
£0.0
£m
40%
30%
20%
10%
0%
5%
11%
14%
28%
24%
33%
32%
64 / Future plc
viewFinancial Review
FY2022FY2022
£m£m
FY2021FY2021
£m£m
Cash generated from operations
268.5
197.2
Cash flows related to exceptional items
13.7
22.7
Settlement of employer’s NI on share based
payments
2.0
(3.4)
Lease payments following adoption of IFRS 16 Leases
(5.4)
(6.1)
Adjusted operating cash inflow
278.8
210.4
Cash flows related to capital expenditure
(11.6)
(11.1)
Adjusted free cash flow
267.2
199.3
Other s gn ficant movements n cash flows nclude £11.6m (FY 2021
£11.1m) of cap tal expend ture, net repayment of bank loans and
overdraft (net of arrangement fees) of £372.3m, w th £298.6m
relat ng to debt settled on complet on of the Denn s acqu s t on
and the balance reflect ng the Group s strong cash generat on (FY
2021 net drawdown of £334.8m) and lease payments of £5.4m (FY
2021 £6.1m). The Group pa d a d v dend n the per od of £3.4m (FY
2021 £1.6m). Fore gn exchange and other movements accounted
for the balance of cash flows.
Adjusted free cash flow ncreased to £267.2m (FY 2021 £199.3m),
represent ng 98% of adjusted operat ng profit (FY 2021 102%),
reflect ng the ongo ng eff c ent cash management by the Group.
Going concern
The Group has produced forecasts wh ch have been modelled for
d fferent plaus ble downs de scenar os and nclude the mpact of
the ncrease n the Group s fac l t es of £240m follow ng the
complet on of a £400m UK Export F nance fac l ty n November
2022 and the subsequent mmed ate repayment of the term loan.
These scenar os confirm that even n the most severe but plaus ble
downs de scenar os, the Group s able to generate profits and
pos t ve cash flows.
At the per od end the Group had net current l ab l t es of £115.3m (FY
2021 net current assets of £234.9m or net current l ab l t es of £65.1m
on an underly ng bas s f the cash related to the Denn s acqu s t on s
excluded). Th s s pr mar ly dr ven by the current port on of the term
The Group s adjusted effect ve tax rate s 21.75% (FY 2021 20.3%).
The Group s statutory effect ve tax rate s 28.12% (FY 2021 28.69%)
w th the d fference between the statutory rate and adjusted effect ve
rates attr butable to movements on the group s share-based
payments and other non-deduct ble costs.
The Group s deferred tax l ab l ty ncreased by £63.7m to £130.2m (FY
2021 £66.5m) ma nly as a result of the deferred tax l ab l t es
recogn sed n respect of the acqu s t on of The Denn s group and Who
What Wear.
For FY2023, the Group expects adjusted tax rate to be at 24%.
Dividend
The Board s recommend ng a final d v dend of 3.4p per share for
the year ended 30 September 2022, payable on 14 February 2023
to all shareholders on the reg ster at close of bus ness on 20
January 2023.
Balance sheet
Property, plant and equ pment ncreased by £5.6m to £53.0m n
the per od (FY 2021 £47.4m) reflect ng the acqu s t on of Denn s
(£13.2m) and acqu s t on of Who What Wear (£5.0m) offset by
deprec at on (£9.1m) and mpa rment of r ght of use assets (£6.6m),
pr mar ly attr butable to property leases nher ted v a the
acqu s t on of Denn s ( ncluded w th n except onals).
ntang ble assets ncreased by £561.1m to £1,715.8m (FY 2021
£1,154.7m) ma nly reflect ng the n-year acqu s t ons of Denn s,
WhatCulture, Wa ve and Who What Wear (£513.8m) and
cap tal sat on of webs te development costs (£9.0m) offset by
amort sat on (£71.3m) and the mpact of FX (£109.6m).
Trade and other rece vables ncreased by £36.3m to £134.3m (FY
2021 £98.0m) pr mar ly dr ven by the acqu s t on of Denn s
(£20.9m on acqu s t on) and the acqu s t on of Who What Wear
(£9.9m on acqu s t on).
Trade and other payables nclus ve of deferred ncome ncreased by
£58.9m to £199.7m (FY 2021 £140.8m) pr mar ly dr ven by the
acqu s t on of Denn s (£60.7m on acqu s t on). Prov s ons ncreased
by £15.3m, pr mar ly due to £10.0m prov s on for legal costs be ng
recogn sed on Denn s open ng balance sheet relat ng to h stor c
l t gat on cla ms.
Cash flow and net debt
Net debt at 30 September 2022 was £423.6m (FY 2021 £176.3m)
reflect ng the Denn s, Wa ve, WhatCulture and Who What Wear
acqu s t ons, offset by strong cash generat on.
Dur ng the year, there was a cash nflow from operat ons of
£268.5m (FY 2021 £197.2m) reflect ng the Group s strong trad ng
performance.
Adjusted operat ng cash nflow was £278.8m (FY 2021 £210.4m). A
reconc l at on of cash generated from operat ons to adjusted free
cash flow s ncluded below
Adjusted free cash flow
£300
£275
£250
£225
£200
£175
£150
£125
£100
£75
£50
£25
£0
£15.3m
£4.6m
£53.7m
£96.0m
£199.3m
£17.4
£m
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022
£267.2m
Annual Report and Accounts 2022 / 65
EPS s used as a key performance nd cator for the Performance
Share Plan. The table below reconc les the APMs to the statutory
reported measures.
Conclusion
The Group has del vered another year of strong growth (both organ c
and complemented by acqu s t ons), record profit and cash flow,
add ng to our track record. The Group s well pos t oned to cont nue
to del ver t s strategy. The Strateg c Report and the F nanc al Rev ew
are approved by the Board of D rectors and s gned on ts behalf by
Penny Ladkin-Brand
Ch ef F nanc al Off cer
29 November 2022
loan (£79.5m), deferred ncome of £55.8m (wh ch s mater ally h gher
follow ng the acqu s t on of Denn s) and the nature of the Group s
magaz ne bus ness where the profile of cash rece pts from
wholesalers s often ahead of payment of certa n magaz ne related
costs. The Group has cons stently del vered adjusted free cash flow
convers on of around 100% or h gher and s forecast to generate
suff c ent cash flows to meet ts l ab l t es as they fall due.
After due cons derat on, the D rectors have concluded that there s a
reasonable expectat on that the Group has adequate resources to
cont nue n operat onal ex stence for at least 12 months from the date
of th s report. For th s reason the D rectors cont nue to adopt the
go ng concern bas s n prepar ng the consol dated financ al
statements for the FY 2022 results.
Alternative performance measures
Alternat ve performance measures (APMs) are used by the Board
to assess the Group s performance, prov d ng add t onal useful
nformat on for shareholders on the underly ng performance of the
Group. These measures are not defined by FRS and are not ntended
to be a subst tute for FRS measures.
The Group presents adjusted operat ng profit and EPS, wh ch are
calculated as the statutory reported measures stated before charges
relat ng to share-based payments (relat ng to equ ty-settled share
awards w th vest ng per ods longer than 12 months), and assoc ated
soc al secur ty costs, except onal tems, amort sat on of ntang ble
assets ar s ng on acqu s t ons, and any related tax effects, nclud ng
the UK tax rate change. The pr or year results are also adjusted for
fa r value movements on cont ngent cons derat on (and unw nd ng
of assoc ated d scount) and on currency opt on ( nclud ng any related
tax effects).
FY2021
Statutory
Share-based payments
Exceptional items
Amortisation of
acquired intangibles
Effect of tax
rate change
Adjusted
Revenue (£m)
606.8
606.8
Operat ng profit (£m)
115.3
14.8
27.4
38.3
195.8
Net finance (costs)/ ncome (£m)
(7.5)
(7.5)
Profit before tax (£m)
107.8
14.8
27.4
38.3
188.3
ax (£m)
(41.7)
1.5
(1.3)
(12.4)
15.6
(38.3)
Profit after tax (£m)
66.1
16.3
26.1
25.9
15.6
150.0
Bas c earn ngs per share (pence)
59.3p
14.6p
23.5p
23.2p
14.0p
134.6p
D luted earn ngs per share (pence)
58.1p
14.4p
22.9p
22.8p
13.7p
131.9p
FY2022
Statutory
Share-based
payments
Exceptional
items
Amortisation
of acquired
intangibles
Adjusted
Revenue (£m)
825.4
-
-
-
825.4
Operating profit (£m)
188.6
6.9
17.9
58.3
271.7
Net finance income/(costs) (£m)
(18.6)
-
-
-
(18.6)
Profit before tax (£m)
170.0
6.9
17.9
58.3
253.1
Tax (£m)
(47.8)
9.6
(4.0)
(12.8)
(55.0)
Profit after tax (£m)
122.2
16.5
13.9
45.5
198.1
Basic earnings per share (pence)
101.4p
13.7p
11.5p
37.8p
164.4p
Diluted earnings per share (pence)
100.9p
13.6p
11.5p
37.5p
163.5p
66 / Future plc
viewFinancial Review
Risks and uncertainties
The Group operates in fast-paced and dynamic sectors and markets in different territories and
faces a variety of opportunities, risks and challenges that may have direct or indirect impacts on
our ability to deliver value and achieve our strategic objectives, which requires well-informed
and risk-aware decision making at all levels in the Group.
The Board has overall respons b l ty for r sk management and our
robust approach to the dent ficat on and evaluat on of key r sks
enables us to support the ach evement of strateg c and operat onal
object ves and to address the challenges, uncerta nt es and
opportun t es Future faces.
dent ficat on of r sks, uncerta nt es and opportun t es s a
fundamental part of strateg c dec s on mak ng and part of
day-to-day management of our operat ons across the Group.
Risk appetite
The Group s r sk appet te statements set out the nature and extent
of the r sks the Group s prepared to take, reta n and accept n
pursu t of strateg c object ves. R sk appet te statements may change
to reflect the Group s strategy, bus ness performance and to reflect
developments n both the nternal and external env ronments.
R sk appet te statements are matters reserved for the Board and
are rev ewed at least annually.
Emerging risks
The Group operates n a number of dynam c markets and
env ronments and takes a forward-look ng and proact ve approach to
the dent ficat on and evaluat on of new and emerg ng r sks, wh ch are
dent fied from current bus ness act v t es, acqu s t ons, ntegrat on
workstreams and through developments n the w der env ronment.
Cl mate change s an area the Group keeps under rev ew as part of
the Task Force on Cl mate-related F nanc al D sclosures report ng
(TCFD) requ rements. Wh lst cl mate change s not currently
ncluded w th n the Pr nc pal R sks and Uncerta nt es, t rema ns a
key area of focus for the Group, through the work be ng of the Our
Future, Our Respons b l ty workstreams. (Read more about TCFD
on page 50.) The re-emergence of pandem c related restr ct ons on
work and travel s also be ng mon tored.
Developments in 2022
The overarch ng r sk management framework cont nues to evolve
and s subject to ongo ng overs ght from the Execut ve Leadersh p
Team (ELT) and robust challenge by the Aud t and R sk Comm ttee
and Board.
• Formal b -annual rev ew by the ELT of current and emerg ng r sks,
wh ch s subject to robust overs ght and challenge from the Aud t
and R sk Comm ttee.
• Spec fic FCA r sk management requ rements for a d st nct
approach to r sk management and r sk governance w th n Go.
Compare are n place.
• Ded cated ntegrat on cross-funct onal workstreams n place to
dent fy any new or emerg ng r sks ar s ng from acqu s t ons.
• Cyber and nformat on secur ty and T operat onal res l ence
capab l t es rema n a key area of focus for the Group.
Risk Matrix
LIKELIHOOD
LOW MEDIUM HIGH
IMPACT ON STRATEGY
LOW MEDIUM HIGH
Personal Data
Media Market Disruption and Changing
Consumer Habit
Key Personnel
Cyber Security
Reliance on Third Party Distribution Platforms
Digital Advertising Market Changes
Economic & Geo-political
Reliance on Third Party Service Partners
Continuing Pandemic Impact
Annual Report and Accounts 2022 / 67
Three lines of defense
Future has adopted the three l nes of defence model for the
effect ve overs ght and support of r sk management.
First Line
Operat onal areas are respons ble for
day-to-day dent ficat on, management
and report ng of r sks.
n add t on, M&A r sks are dent fied and
managed through pre-acqu s t on due
d l gence act v t es, ntegrat on plann ng
and weekly project meet ngs.
Second Line
Spec al st funct ons prov de support and
adv ce to operat onal areas n areas of r sk
management and control des gn, wh ch
nclude Compl ance, Data Protect on &
Pr vacy, The second l ne funct ons support
ass sts management n ensur ng that r sks,
ssues and nc dents are escalated and
reported throughout the organ sat on,
nclud ng (where appropr ate) the Aud t
and R sk Comm ttee and the Board.
Third Line
nternal Aud t del vers a r sk based
programme to prov de assurance on the
management of key r sks and the
effect veness of the control env ronment.
THE BOARD
OVERALL ACCOUNTABILITY
REPORTING AND INFORMATION
OVERSIGHT AND CHALLENGE
FIRST LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
INTERNAL AUDIT
SECOND LINE
OF DEFENCE
Responsibility
Committee
Renumeration
Committee
Executive Management Responsibility Compliance & Risk
Operational Performance and Monitoring Legal
Monthly Business Perfomance Reviews DPO
Weekly and Monthly ELT Meetings
Information Security
Financial Forecasting and Management Internal control and policies
THE AUDIT AND RISK COMMITTEE
EXECUTIVE LEADERSHIP TEAM
68 / Future plc
viewFinancial Review
Summary of principal risks
Personal data
V
Business Model link: iii, iv, vi, viii
Strategy link: 1, 3, 4
he Group der ves ts revenue pr nc pally through
the market ng act v t es and the nteract on of
customers w th webs tes and onl ne publ cat ons.
h s ncludes us ng d g tal advert s ng, subscr pt on
serv ces and nsurance compar son journeys.
he Group (and the th rd part es t rel es on) s
requ red to comply w th str ct data protect on and
pr vacy leg slat on, nclud ng the General Data
Protect on Regulat on (GDPR), relat ng to the
collect on and use of personal nformat on and
places s gn ficant transparency and accountab l ty
on the Group.
Impact
he collect on, storage and use of personal data
presents a r sk of m suse, loss, comprom se
or unauthor sed access, wh ch could result n
reputat onal damage, regulatory ntervent on,
financ al penalt es n the event of a ser ous breach
along w th a loss of trust amongst customers and
partners.
Mitigation
Group Data Protect on & Pr vacy funct ons prov de
expert support, best pract ce and adv ce across the
Group.
Contractual prov s ons to ensure compl ance
w th data protect on leg slat on w th th rd part es
nvolved n prov d ng or process ng data.
Mandatory tra n ng and awareness programmes to
ensure that colleagues across the Group are aware
of regulatory requ rements and develolopments.
Data Protect on & Pr vacy workstream s a key part
of acqu s t on and ntegrat on act v t es.
Data Steer ng Comm ttee meets regularly to rev ew
developments and to set Data Protect on & Pr vacy
pr or t es.
Governance oversight
he Aud t and R sk Comm ttee regularly rev ews
results of nternal control reports and the Board
rece ves nternal corporate governance and
compl ance updates. You can read more about our
governance framework on page 76.
Risk movement
Stable
Risk movement relative to prior year New Principal Risk
Reliance on key third party
service providers
V
Business Model link: ii, v, viii
Strategy link: 1, 3
Certa n th rd part es are cr t cal to the operat ons
of our bus nesses.
Key th rd part es nclude:
• Pr nters and paper suppl ers
• Magaz ne wholesalers and haul ers
• Data centre and cloud serv ce prov ders
• H gh perform ng technology and data
sc ence solut ons
h rd party serv ce prov ders are also cr t cal
to the Group s approach to manag ng cl mate
r sks and opportun t es as we evolve along the
CFD journey. More nformat on can be found on
page 50.
Impact
A fa lure of one of our cr t cal th rd part es may
cause d srupt on to bus ness operat ons, mpact
our ab l ty to del ver products and serv ces, meet
the needs of our customers and result n financ al
loss. he reputat on of our bus nesses may be
damaged by poor performance or a regulatory
breach by cr t cal th rd part es.
Mitigation
Robust cont nu ty arrangements are n place for
d srupt on to key th rd part es.
Pr nt opt ons and cont ngency plans are regularly
assessed.
Magaz ne wholesaler finances under regular
rev ew.
Cont ngency plans n place to sw tch to
alternat ve networks should a fa lure occur by
wholesalers.
Mult ple data centres to prov de res l ence n
key serv ces and avo d unplanned downt me or
serv ce d srupt on.
Operat onal and financ al due d l gence s
undertaken for any new key suppl ers or mater al
changes.
Contracts, serv ce levels and outputs are closely
managed on an on go ng bas s for key th rd party
serv ces.
Governance oversight
he Board d scusses th rd party d str but on
platforms w th spec fic focus on the
nvestment needed. You can also read more
about our Bus ness Model and how our
bus ness s d vers fied n the Strateg c Report on
page 18.
Risk movement
ncreas ng
Economic &
Geo-political uncertainty
V
Business Model link: i-viii
Strategy link: 3, 5
Group performance could be adversely mpacted
by factors beyond our control such as the
econom c cond t ons n key markets and pol t cal
uncerta nty.
he macroeconom c cl mate and cont nued
uncerta nty surround ng the mpact of r s ng
nterest rates, nflat on, energy costs, the war n
Ukra ne, Brex t and the US pol t cal landscape
could lead to reduced consumer spend ng and a
related downturn n advert s ng.
Impact
An econom c downturn, fiscal pol cy changes or
unexpected developments l nked to worsen ng
econom c cond t ons may have a negat ve mpact
on revenue and profit.
Mitigation
he Group s d verse geograph cally and cont nues
to grow the d vers ty of ts revenue segments
wh ch prov des res l ence to econom c shocks n
any part cular country or reg on.
Cont nuous mon tor ng of macroeconom c
developments and market cond t ons.
he Group s a market leader n many sectors n
wh ch t operates, wh ch prov des res l ence n
tough econom c cond t ons.
Governance oversight
Reports and forecasts on the mpact of the
macroeconom c env ronment are presented at
each Board meet ng. You can also read more about
th s n the Strateg c Report start ng on page 26.
Risk movement
ncreas ng
Annual Report and Accounts 2022 / 69
Key person risk
V
Business Model link: i-viii
Strategy link: 1-5
Media market disruption and
changing consumer habits
V
Business Model link: i, ii, viii
Strategy link: 1-5
he Group s strateg c pr or ty s to stay relevant
for newer generat ons and new med a models.
he Group cont nues to grow ts organ c
aud ence and that of ts acqu red webs tes
through nvestment n ts ed tor al content.
Impact
Fa lure to ant c pate and respond to market
d srupt on and chang ng content consumer
hab ts may affect demand for our products
and serv ces and our ab l ty to dr ve long term
growth.
Mitigation
he Group d str butes content across all relevant
med a channels w th capab l ty to access the
h gh growth market of VOD and soc al channel
content d str but on n add t on to extend ng the
Group s capab l ty to develop v deo content on
owned webs tes.
he Group cont nues to develop ts partnersh ps
w th d g tal app stores to max m se d str but on
of ts d g tal subscr pt on content.
Governance oversight
he CEO prov des the Board w th
regular updates on market and compet tor
act v ty. You can also read more about our
Bus ness Model n the Strateg c Report on
page 18.
Risk movement
Stable
Cyber security and IT
Business Model link: i, ii, vi, vii, viii,
Strategy link: 1, 4
Our future success w ll depend upon our
cont nued ab l ty to dent fy, h re, develop,
mot vate and reta n h ghly sk lled nd v duals n
both the UK and US, n our sen or management
and techn cal teams.
For FY 2023 the Group reta ns a long stand ng
CEO w th a successful track record n grow ng the
profitab l ty of the bus ness and ma nta n ng ts
strateg c d rect on.
Impact
Lack of sk lled, exper enced and mot vated people
at execut ve board level and throughout the
w der group may lead to an nab l ty to del ver on
strategy and bus ness and financ al performance
targets.
Mitigation
he Group has recru ted several new sen or roles
recently to prov de add t onal strength and depth
to the leadersh p team.
Operat onal leadersh p and FCA expert se has
been expanded through the Denn s and Who
What Wear acqu s t ons, bu ld ng US key market
knowledge.
CEO success on plann ng has already been a focus
for the Board and the Nom nat on Comm ttee
and there s a robust process n place for the
recru tment of a new CEO n FY 2023.
Cont nued strengthen ng of the EL to reflect the
evolut on of geograph c locat on and sectors n
wh ch the Group operates.
n order to attract and reta n top talent and ensure
that the Group rema ns an attract ve place to
work, appropr ate reward packages nclud ng the
all employee Value Creat on Plan are n place for
key nd v duals.
Governance oversight
he Nom nat on Comm ttee regularly rev ews
Board success on plann ng and the Board rece ves
updates
on sen or talent management programmes. You
can read more about the work of the Nom nat on
Comm ttee on page 83.
Risk movement
Stable
he Group rel es on res l ent webs tes, customer
journeys and systems to prov de h gh qual ty and
relevant content and serv ces to customers.
he Group s exposed to a var ety of cyber
threats nclud ng D str buted Den al of Serv ce
attacks, malware and hack ng that may result n
the comprom se of commerc al and customer data.
Impact
A fa lure to manage and m t gate cyber related
nc dents affect ng datastores, tech nfrastructure
and webs tes may lead to unava lab l ty of
serv ces, access to or comprom se of data, wh ch
could have reputat onal, financ al and regulatory
consequences.
Mitigation
Cont nuous and proact ve mon tor ng of the cyber
threat landscape s led by the nformat on Secur ty
team.
Bus ness cont nu ty arrangements n place for
webs tes and off ce systems.
Cyber threat mon tor ng, detect on, prevent on
and response capab l t es wh ch are rev ewed and
upgraded regularly.
Ant v rus protect on for all company owned
dev ces.
Ongo ng vulnerab l ty assessment programme n
place.
Servers are d str buted n d verse data centre
locat ons across geograph c locat ons.
nformat on Secur ty s a key element of acqu s t on
ntegrat ons.
Annual tra n ng and awareness programme for all
colleagues.
Governance oversight
he Board d scusses th rd party d str but on
platforms w th spec fic focus on the
nvestment needed. You can also read more
about our Bus ness Model and how our
bus ness s d vers fied n the Strateg c Report on
page 18.
Risk movement
Stable
Key:
Link to Future's Business Model: Link to our vision and strategy:
i. Advertising
ii. Content publishing & licensing
iii. Events and integrated marketing
iv. Membership & Subs
v. Newstrade
vi. CRM
vii. Platform as a service
viii. Ecommerce & lead Gen
1. A global specialist media platform
2. Fans of brands and loyal communities
3. Diversifying monetisation
4. Leveraging our data and analytics
5. Expanding global reach
Mitigation:
Long-term viability:
V : Risk taken into account as part of the
Company’s long-term viability assessment (see overleaf)
Strong mitigation
Average mitigation Low mitigation
70 / Future plc
viewFinancial Review
People
V
Business Model link: i-viii
Strategy link: 3, 5
IT operational resilience
V
Business Model link: i-viii
Strategy link: 3, 5
he Group s current and future
success rel es on ts ab l ty to recru t,
reta n and mot vate people w th the
necessary sk lls across many
d sc pl nes to generate growth and
revenue to meet bus ness targets.
Impact
Lack of exper enced, sk lled and
mot vated people at all levels may
have a negat ve mpact on bus ness
and financ al performance of the
Group.
Legal cla ms due to for example an
unfa r d sm ssal or ncreased cost of
h r ng due to a poor reputat on.
Mitigation
Sk lled execut ve and sen or
leadersh p teams w th exper ence n
content creat on across brands and
vert cals.
Regular rev ew of and changes to
reward packages at all levels.
Var ed approach to talent
acqu s t on.
Flex ble and evolut onary
approach to work ng pract ces and
env ronments.
Employee engagement survey
completed n FY 2022, wh ch has
dent fied a number of areas for
act on and change.
Governance oversight
he Board has respons b l ty for
sett ng the culture and rece ved
regular updates on employee
engagement throughout the
year. Our culture s rev ewed and
mon tored through the EL . You
can read more about th s n the
Respons b l ty Report on pages 44
to 45.
Risk movement
ncreas ng
he Group rel es on h gh perform ng
and res l ent solut ons and
nfrastructure to support bus ness
cr t cal systems and data sc ence
solut ons that meet customer and
partner expectat ons for exper ence,
use and dev ce of cho ce. hese nclude
content management, e Commerce
and advert s ng and CRM systems
along w th datastores.
Impact
nsuff c ent nvestment or d srupt on,
poor performance or unava lab l ty of
key solut ons may result n an
nab l ty to produce content and to
prov de first class customer exper ence
and support e Commerce and
advert s ng act v t es may result n an
nab l ty to meet bus ness performance
and financ al targets.
Mitigation
Ded cated teams n place cons st ng
of echnology & Eng neer ng and Ops
& , report ng to the Group Ch ef
echnology Off cer, who s a member
of the Execut ve Leadersh p eam (EL ).
echnology & Eng neer ng - Ph losophy
governs the echnology Stack, nforms
Organ sat onal Des gn and evolves
through learn ng and nteract on of
people n the relevant teams.
Network redundancy and res l ence
(mult ple network connect ons) bu lt
nto all locat ons nclud ng data
centres. Res l ent l nks and connect v ty
across colocat on s tes, off ces and the
cloud.
Data centre nfrastructure n place w th
geograph cal fa lover capab l t es for
greater res l ence.
Full backups capab l t es n place for
key systems.
Governance oversight
he Board rece ves updates and
reports from the CEO and C O on
related matters, nclud ng budgets and
ongo ng del very of key projects and
n t at ves.
Risk movement
ncreas ng
Summary of principal risks continued
he Group depends on ts ab l ty
to market, d str bute and monet se
content through search eng nes
and soc al med a platforms. hese
platforms could dec de not to market
or d str bute some or all of our
products and serv ces, change the r
terms and cond t ons of use at any
t me and/or s gn ficantly ncrease
fees.
Impact
A key r sk for our market are search
eng ne algor thm updates. hese
could sh ft aud ence patterns and
as w tnessed n FY 2022 mpacted
aud ence trends across the whole
market. Our portfol o geograph c
and content breadth helps nsulate us
from these effects.
Changes n algor thms and
strateg es of tech g ants could
mater ally mpact traff c and med a
revenues.
Mitigation
Aud ence development team to
embed best pract ce w th n ts
ed tor al and techn cal teams.
Cont nuous approach to create expert
qual ty content to meet the needs of
aud ences to del ver nformat on and
adv ce users are search ng for.
nvestment n our onl ne platforms
to prov de a secure env ronment
w th strong user exper ence and are
comm tted to ensure that we adhere
to onl ne advert s ng standards ( AB)
and upcom ng Google Web V tals
(standards) ntroduct on.
Cons derable expert se n d str but ng
and monet s ng content across a
broader group of d g tal platforms
w th wh ch the Group has strong
partnersh ps.
D vers ficat on nto B2B helps dr ve
a d rect relat onsh p w th the end
customer and the Group cont nues to
nvest n other d rect sources to dr ve
d rect traff c.
Governance oversight
he Board d scusses th rd party
d str but on platforms w th spec fic
focus on the nvestment needed. You
can also read more about our
Bus ness Model and how our bus ness
s
d vers fied n the Strateg c Report on
page 18.
Risk movement
Stable
he Group rel es on d g tal advert s ng
as a key channel to dr ve volume and
nteract w th ts aud ences. Advert s ng
propos t ons must be relevant to
dr ve engagement and opt mal
performance as users sh ft to mob le
dev ces and ncreas ngly to v deo
consumpt on.
he Group s ab l ty to compete for
a share of ava lable advert s ng
expend tures w ll be challenged as
more trad t onal offl ne and emerg ng
med a compan es cont nue to enter
the onl ne advert s ng market.
Impact
Fa lure to ant c pate chang ng
customer behav our, developments
n technology, pr vacy standards,
changes on targeted personal sed
ads and the approach to customer
acqu s t on by th rd part es advert sers
may have a negat ve mpact on market
share, revenue and profit.
Mitigation
he Group s a prem um publ sher of
well known brands w th large and
loyal aud ences, wh ch s attract ve to
advert s ng partners.
Cont nued nvestment n d rect sales
capab l t es to ma nta n and develop
relat onsh ps.
Enhanced first party aud ence
capab l t es to target advert ser
campa gns w th first party aud ence
data and s fac l tated by our Aperture
data platform.
h s allows advert sers to hyper target
the Group s spec al nterest user base
and the r purchase ntents. h s first
party data propos t on s completely
unaffected by any th rd party cook e
changes.
Cont nued nvestment n the Group s
Hybr d technology del vers qual ty,
opt m sed aud ences for advert sers.
Expans on of v deo offer ng nclud ng
spec al st d g tal v deo product on and
soc al med a d str but on enables the
Group to cap tal se on grow ng soc al
med a and v deo advert s ng demand.
Governance oversight
he Board rece ves updates on
nnovat on and rev ews d g tal
advert s ng r sks as part of the
corporate plan process. You can
also read more about our Bus ness
Model and our approach to D g tal
Advert s ng n the Strateg c Report on
page 18.
Risk movement
Stable
Reliance on third party
distribution platforms
V
Business Model link: i, ii, viii
Strategy link: 1-5
Digital advertising
market changes
V
Business Model link: i, ii, viii
Strategy link: 1-5
Annual Report and Accounts 2022 / 71
Longer term
viability statement
Assessing the Group’s longer term prospects and viability
The D rectors have based the r assessment of v ab l ty on the Group s
current strategy, wh ch s outl ned n pages 12 - 17. The Group s
prospects are assessed pr mar ly through ts annual long-term
deta led plann ng process wh ch cons ders profitab l ty, the Group s
cash flows, comm tted fac l t es, l qu d ty and forecast fund ng
requ rements over the next three years. Th s exerc se s completed
annually and was s gned off by the Board n Q4 of
FY 2022. As part of th s the Board cons ders the appropr ateness of
key assumpt ons, tak ng nto account the external env ronment and
the Group s strategy.
The assessment period
A three-year per od s used for the Group s V ab l ty Statement as th s
al gns w th the length of the Group s deta led plan, and th s hor zon
most appropr ately reflects the dynam c and chang ng Med a
env ronment n wh ch the Group operates.
Assessing the Group’s viability
The v ab l ty of the Group has been assessed, tak ng nto account the
Group s current financ al pos t on, nclud ng external fund ng n place
over the assessment per od, and after modell ng the mpact of
certa n scenar os ar s ng from the pr nc pal r sks, wh ch have the
greatest potent al mpact on v ab l ty n that per od.
A number of scenar os have been modelled, cons dered severe but
plaus ble, that encompass these dent fied r sks. Wh lst each of the
r sks on pages 68 to 70 has a potent al mpact and has been
cons dered as part of the assessment, only those that represent
severe but plaus ble scenar os were selected for modell ng. None of
these scenar os nd v dually threaten the v ab l ty of the Group. The
scenar os have been run both nd v dually and w th 2) and 3)
comb ned (as the comb nat on of all downs de scenar os occurr ng at
once s cons dered to be remote).
The scenar os have been modelled us ng the Group s ex st ng £500
m ll on RCF wh ch runs to July 2025 and the £400 m ll on UKEF fac l ty
wh ch amort ses over the next five years, w th a final bullet payment
on exp ry n November 2027. The RCF has a one year extens on
opt on wh ch, f exerc sed, would extend the l fe of the fac l ty to July
2026. We have assumed for the purposes of th s v ab l ty assessment
that the Group w ll take advantage of the extens on opt ons to
max m se the ava lab l ty of the RCF fac l ty.
The scenar os below are hypothet cal and purposefully severe w th
the a m of creat ng outcomes that have the ab l ty to threaten the
v ab l ty of the Group. The Group has mult ple control measures n
place to prevent and m t gate the scenar os from tak ng place.
Although each of the downs de (and the comb ned) scenar os result
n ncreased leverage they all result n headroom over the ex st ng
bank fac l t es and covenants at all test ng po nts (even where none
of the var ous opt ons ava lable to the Group n order to ma nta n
l qu d ty such as reduc ng any non-essent al cap tal and operat ng
expend ture as well as not pay ng d v dends are ut l sed). The results
of the above stress test ng showed that the Group would be able to
w thstand the mpact of these scenar os occurr ng over the
assessment per od.
The exerc se undertaken nd cates that the Group s extremely
d vers fied and very res l ent to a number of extreme but plaus ble
downs de scenar os however n order to llustrate the level of
headroom, we have separately quant fied that t would requ re
adjusted operat ng cashflow to reduce by 62% n total across FY 2023
and FY 2024 (wh ch s worse than any year of actual performance) for
the Group to breach ts nterest cover covenant l m ts n November
2023. The D rectors cons der such a large reduct on to be extremely
unl kely and would contrad ct the Group s underly ng track record
and success of the bus ness model. Th s also does not account for
var ous m t gat ng act ons the board could undertake to offset the
mpacts of such a reduct on n adjusted operat ng cashflow.
Viability Statement
Based on these severe but plaus ble scenar os, the D rectors have a
reasonable expectat on that the Group w ll cont nue n operat on and
meet ts l ab l t es as they fall due over the three-year per od cons dered.
Scenario
Associated Principal Risk(s) Description
1) Data security
breach
1) Personal data
A serious data security or regulatory breach would result in significant loss of reputation among
customers and result in a significant reduction in Media revenues and additional IT costs whilst
the breach is rectified. It would also result in the most significant monetary penalty being the
higher of £17.5 million or 4% of the total annual worldwide turnover in the preceding financial
year. Given the inherent uncertainty of total quantum, this test is purposely severe as a stress test
for the Group.
2) Significant
Media revenue
reduction
4) Media market disruption and changing
consumer habits
5) Key person risk
8) Digital Advertising market changes
7) Reliance on 3rd party distribution
platforms
This scenario assumes a significant reduction in eCommerce and digital advertising
revenues (net of direct cost reductions) compared to the three year plan of 15% per annum.
This could be from a change in consumer habits and/or changes in algorithms and
strategies of tech giants which could materially impact traffic and media revenues. The
scenario also assumes no bonus payment in any of the next three years.
3) Significant
change in
external
environment
2) Economic and
geo-political uncertainty
3) Reliance on 3rd party service providers
7) Reliance on 3rd party distribution
platforms
9) People
This assumes a reduction in Advertising and Magazine revenues as well as a print margin
decline and extended collection days and an overseas third party distributor going bankrupt,
resulting in bad debt exposure and supply disruption.
The scenario also assumes no bonus payment in any of the next three years.
72 / Future plc
Corporate
Governance
74 CHAIR’S
INTRODUCTION
76 GOVERNANCE
FRAMEWORK
78 BOARD OF
DIRECTORS
83 NOMINATION
COMMITTEE
86 AUDIT AND
RISK COMMITTEE
90 DIRECTORS’
REMUNERATION
REPORT
98 ANNUAL REPORT ON
REMUNERATION
114 DIRECTORS’
REMUNERATION
POLICY
120 DIRECTORS’ REPORT
12 3 DIRECTORS’
RESPONSIBILITY
STATEMENT
Annual Report and Accounts 2022 / 73
74 / Future plc
Corporate Governance
Dear fellow shareholders,
This report provides you with a more
detailed look at our approach to
governance, how it facilitates the
achievement of our purpose and strategy,
and the Board’s key focus areas during
the year.
As the effects of the COV D-19 pandem c
started to recede n 2021, Future s well-
establ shed governance framework
cont nued to prov de the foundat on for a
strong, effect ve and engaged Board. am
del ghted that our Board and Comm ttee
governance structures operated
effect vely and eff c ently throughout the
pandem c and beyond. am proud that
every dec s on was gu ded by our purpose
and values as a bus ness.
Wh le a small number of Board and Board
Comm ttee meet ngs were held as e ther
hybr d or fully v rtual meet ngs (to comply
w th COV D-19 restr ct ons or where
c rcumstances d ctated), we were able to
hold n person meet ngs throughout most
of the year. Wh le the culture of
transparency, openness and respect among
Board members and sen or managers
supported effect ve v rtual meet ngs, t s
clear that the relat onsh ps that develop
and strengthen dur ng n-person meet ngs
are cr t cal to the long-term success of the
bus ness and our a m n FY 2023 w ll be to
cont nue to hold phys cal meet ngs
whenever t s safe and pract cable to do so.
We have also re nstated s te v s ts for the
Board to meet face-to-face w th
management and employees (see page 81
for further deta ls).
The Board s role cont nues to ensure that
there s a clear focus on our long-term
strateg c object ves, support ng sen or
management as they make qu ck dec s ons
to respond to the needs of the bus ness on
behalf of all stakeholders. We ach eved th s
by rece v ng clear and regular report ng,
nclud ng regular updates on the
operat onal and financ al pos t on of the
bus ness and on the mpact of our act ons
on our stakeholders, wh ch supported our
d scuss ons over a broad range of top cs,
nclud ng our approach to respons b l ty
and responses to the mpact of external
regulatory and soc etal sh fts on our
bus ness and workforce.
Acquisitions
The Board cont nued to cons der merger
and acqu s t on (M&A) opportun t es,
complet ng four deals n the year, nclud ng
Denn s at the start of the financ al year and
culm nat ng w th Who What Wear n June
2022. You can read more about these
acqu s t ons and how they support our
strategy on page 11.
Board changes
As announced n September 2022, Z llah
Byng-Thorne, who jo ned the bus ness n
November 2013 and s approach ng n ne
years at the Group as Ch ef Execut ve
Off cer, has nformally nd cated that she
would l ke to step down towards the end of
2023. She has not formally res gned and
rema ns very comm tted to the bus ness.
CEO success on plann ng had already been
a focus of the Nom nat on Comm ttee dur ng
FY 2021 and FY 2022 as h ghl ghted n last
year s Report and you can read more about
the work that the Comm ttee has done n
th s area, as well as w der Board and ELT
success on plann ng, on page 83.
As announced n last year s Annual Report,
Rachel Add son stood down from her
pos t on as Ch ef F nanc al Off cer (CFO) w th
effect from 31 October 2021 and, as a result
of the ongo ng success on plann ng work
undertaken by the Board, the natural
success on cand date to Rachel, was the
nternal appo ntment of Penny Ladk n-
Brand. Penny was appo nted as the new
CFO on 1 November 2021, hav ng served as
Ch ef Strategy Off cer from June 2020, and
hav ng prev ously served as CFO from 2015.
Penny s role has been extended to Group
CFO and Strategy Off cer. Penny w ll
cont nue to lead all finance act v t es w th n
the organ sat on, and w ll now also focus on
norgan c growth opportun t es and
execut on of the strategy to del ver med um
and long term growth. n conjunct on w th
th s her not ce per od has been extended
from s x to twelve months.
Remuneration
The Board was naturally d sappo nted w th
the overall vot ng outcome on the
Remunerat on Report at the 2022 AGM.
Follow ng the AGM, Mark Brooker, the
Remunerat on Comm ttee Cha r, engaged
w th over 40 of the Company s largest
Our priority is to build on our
strengths to unlock value by moving
with greater pace and urgency to
deliver performance in line with our
potential whilst at the same time
remaining watchful and nimble in
our decision making.
Richard Huntingford Chair
Chair’s Introduction
Annual Report and Accounts 2022 / 75
shareholders to fully understand the r
concerns. We d scussed four ma n areas
w th our shareholders
• proposed changes to the operat on of
the VCP
• Remunerat on Pol cy for FY 2023
• leaver arrangements for our former CFO
• adjustment to 2019 PSP award for Penny
Ladk n-Brand.
The Board values the feedback and ns ghts
these d scuss ons have prov ded, and we
rema n comm tted to engag ng proact vely
w th shareholders and adv sory bod es on
remunerat on matters. Ensur ng that our
remunerat on approach, pract ces and
outcomes fully support our strategy s the
overarch ng pr or ty for FY 2023, part cularly
as we trans t on to new leadersh p for
the Company.
The current remunerat on pol cy was
approved by shareholders n 2021 and s
requ red to be put to shareholders at the
forthcom ng AGM. For further deta ls of the
rev sed remunerat on pol cy for
cons derat on by shareholders at the 2023
AGM, please refer to pages 114 to 119.
Culture and stakeholder engagement
The Board places s gn ficant focus not just
on the strateg c plans developed by
management, but also on our w der culture
and the eth cal behav our demonstrated
w th n our bus ness. The Board recogn ses
that culture plays a fundamental role n
del ver ng strategy, and we are comm tted
to promot ng a strong and pos t ve culture
supported by our core values. These values
define how we do bus ness globally, how
we treat our colleagues and stakeholders,
and how we set the leadersh p behav ours
that are embedded n our culture.
A comprehens ve engagement programme
complemented by an all-employee survey
has created platforms for conversat ons at
all levels. We have created job fam l es to
help our colleagues better nav gate the r
career paths and have cont nued to
strengthen our mental and emot onal
wellbe ng support. You can read about
these and other n t at ves n our
Respons b l ty Report on page 47.
Although the Group does not have a
nom nated D rector respons ble for
workforce engagement, my Board
colleagues and had var ous
opportun t es to meet w th colleagues
dur ng FY 2022, prov d ng the opportun ty
to learn more about work ng at Future
and the bus ness n general. look
forward to cont nu ng w th th s
engagement w th ex st ng and new
colleagues n FY 2023. The Board
cont nueds to be sat sfied that the
approach towards engagement w th the
workforce as set out above and as
descr bed n the Respons b l ty Report on
pages 42 to 45 s robust.
The Sect on 172 Statement on pages 57 to
58 descr bes how the Board s approach s
supported by bus ness-led stakeholder
relat onsh ps.
Board effectiveness
Central to sett ng the correct tone s the
rev ew of the Board s own performance. An
external assessment was carr ed out n FY
2021 so the evaluat on th s year was
nternally-led. You can read more about how
th s was run and the find ngs on page 82.
AGM
Shareholder v ews rema n a key nfluence
and have been gathered through the year
w th n nvestor meet ngs, cap tal market
days and the consultat on on the
remunerat on pol cy (descr bed n more
deta l on page 90). look forward to be ng
able to meet shareholders at our 2023 AGM
n February. You can read more about our
plans for the AGM later n the report and n
the not ce of meet ng on page 184, and
look forward to see ng as many of you there
Compliance with the 2018 Code
An explanat on of how the Company has
compl ed w th the 2018 UK Corporate
Governance Code (the Code s ava lable
at www.frc.org.uk,) nclud ng how t has
appl ed the pr nc ples conta ned there n,
s set out w th n th s Corporate
Governance Report, the Strateg c Report
and the D rectors Report. n part cular,
the follow ng pages w ll be most relevant
n enabl ng shareholders to evaluate how
these pr nc ples have been appl ed
Board leadership and company
purpose
pages 12, 34
Division of responsibilities
page 76
Composition, succession and
evaluation
pages 82, 83
Audit, risk and internal
control
page 86
Remuneration
Page 90
he Company confirms that t has compl ed w th
the prov s ons of the Code throughout the
financ al year, or where t has not compl ed an
explanat on has been prov ded as shown below:
Provision 5 page 75
Approach o workforce engagemen
Provision 15
page 119
x ernal direc orships
Provision 20
page 83
Board appoin men process
Provision 36
page 116
xplana ion of his oric approach and revised
shareholding guidelines
Provision 38
page 99
Timing on alignmen of xecu ive Direc or pensions
wi h he wider workforce
Provision 40 & 41
page 92
ngagemen wi h workforce on execu ive
remunera ion
Richard Huntingford
Cha r
29 November 2022
76 / Future plc
Corporate Governance
Governance Framework
Stakeholders
The owners of the Company and the other stakeholder groups
to whom the Board s respons ble.
Board
The Board is collectively responsible for the long-term success
of the Group and for ensuring leadership within a framework
of effective controls. The key roles of the Board are:
• sett ng the strateg c d rect on of the Group
• oversee ng mplementat on of the strategy by ensur ng that
the Group s su tably resourced to ach eve ts strateg c
asp rat ons
• prov d ng entrepreneur al leadersh p w th n a framework of
prudent and effect ve controls wh ch enables r sk to be
assessed and managed
• ensur ng that the necessary financ al and human resources
are n place for the Group to meet ts object ves
• rev ew ng the Group s culture supported by ts values and
• other matters reserved for the Board can be found on the
webs te at www.futureplc.com/governance/
Chair
• Pr mar ly respons ble for overall
operat on, leadersh p and governance
of the Board.
• Leads the Board, sets the agenda and
promotes a culture of open debate
between Execut ve and non-Execut ve
D rectors. Ensures that there s a focus
on Board success on plans to ma nta n
cont nu ty of sk lled resource.
• Prov des adv ce and acts as a sound ng
board.
• Ensures effect ve commun cat on w th
our shareholders.
Chief Executive
• Respons ble for execut ve
management of the Group as a whole.
• Del vers strateg c and commerc al
object ves w th n the Board s stated
r sk appet te.
• Bu lds pos t ve relat onsh ps w th all
the Group s stakeholders.
Senior Independent
Director
• Prov des a sound ng board to the Cha r.
• Leads the appra sal of the Cha r s
performance w th the other non-
Execut ve D rectors annually.
• Acts as ntermed ary for other
D rectors, f needed.
• Ava lable to respond to shareholder
concerns f contact through the normal
channels s nappropr ate.
Non-Executive Directors
• Contr bute to develop ng our strategy.
• Scrut n se and construct vely challenge the performance of management n the execut on of our strategy.
• Br ng the r d verse expert se to the Board and Board Comm ttees.
Annual Report and Accounts 2022 / 77
Board and Board Committees meeting and attendance
Board
1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
Responsibility
Committee
AGM
2
Richard Huntingford
9 (9)
4 (4)
-
-
-
1 (1)
Zillah Byng-Thorne
9 (9)
4 (4)
-
-
-
1 (1)
Rachel Addison
3
0 (1)
-
-
-
-
-
Meredith Amdur
9 (9)
4 (4)
5 (5)
-
3 (3)
1 (1)
Mark Brooker
4
8 (9)
4 (4)
-
5 (5)
-
1 (1)
Hugo Drayton
9 (9)
4 (4)
5 (5)
-
3 (3)
1 (1)
Rob Hattrell
4
7 (9)
3 (4)
-
4 (5)
-
1 (1)
Penny Ladkin-Brand
5
8 (8)
-
-
-
-
1 (1)
Alan Newman
9 (9)
4 (4)
5 (5)
-
-
1 (1)
Angela Seymour-Jackson
9 (9)
4 (4)
5 (5)
5 (5)
3 (3)
1 (1)
1. In addition to the six Board meetings and the strategy meeting, two Board calls were held to discuss business matters that the Chair and Chief Executive decided should be considered by the Board. All
Directors received papers for all meetings. Where Directors were unable to attend a meeting they had the opportunity to comment in advance and received a briefing on any decisions taken.
2. Richard Huntingford and Mark Brooker were both self-isolating due to COVID-19 on the day of the AGM but joined the meeting by video conferencing so as to be able to answer any questions from shareholders.
3. Rachel Addison resigned from the Board on 31 October 2021.
4. Mark Brooker and Rob Hattrell were unable to attend the Board call on 5 May 2022, which was held at short notice, due to prior commitments and Rob Hattrell was unable to attend the meetings on 12 July 2022
due to a family emergency.
5. Penny Ladkin-Brand was appointed to the Board on 1 November 2021.
In addition to the scheduled meetings, the Chair and the non-Executive Directors meet at least once a year to allow discussion without executive management present. The Senior Independent Director and
the non-Executive Directors meet once a year without the Chair present in order to appraise his performance.
Principal Board Committees
GoCompare.com Limited board
The GoCompare.Com L m ted board oversees Future s
regulated bus nesses n compl ance w th appl cable regulatory
l cence cond t ons.
Executive Leadership Team
Cons ders Group-w de n t at ves and pr or t es. Rev ews the
mplementat on of operat onal plans. Rev ews changes to
pol c es and procedures and fac l tates the d scuss on of the
development of new projects. Rev ews and pr or t ses
pr nc pal r sks.
Audit and Risk
Committee
• Oversees and mon tors
the Company s financ al
statements, account ng
processes and aud ts
( nternal and external).
• Ensures that r sks are
carefully dent fied and
assessed, and that sound
systems of r sk
management and nternal
control are n place.
• Rev ews matters relat ng
to fraud and
wh stleblow ng reports
rece ved.
SEE PAGE 86 FOR
MORE INFORMATION
Remuneration
Committee
• Rev ews and recommends
the framework and pol cy
for the remunerat on of
the Cha r, the Execut ve
D rectors, the Company
Secretary and sen or
execut ves n al gnment
w th the Group s reward
pr nc ples.
• Cons ders the bus ness
strategy of the Group and
how the remunerat on
pol cy reflects and
supports that.
• Rev ews workforce
remunerat on and related
pol c es and al gnment of
ncent ves and rewards
w th culture, to help
nform sett ng of D rectors
remunerat on pol cy.
• Consults w th
shareholders on the
remunerat on pol cy.
SEE PAGE 90 FOR
MORE INFORMATION
Nomination
Committee
• Rev ews the structure, s ze
and compos t on of the
Board and ts Comm ttees.
• dent fies and nom nates
su table execut ve
cand dates to be
appo nted to the Board
and rev ews the talent
pool.
• Cons ders w der elements
of success on plann ng
below Board level,
nclud ng d vers ty.
SEE PAGE 83 FOR
MORE INFORMATION
Responsibility
Committee
• Develops and oversees
Future s respons b l ty
strategy.
• Rev ews progress aga nst
pr or t es and object ves,
across the respons b l ty
strategy.
• Cons ders Future s
pos t on on relevant,
emerg ng susta nab l ty
ssues.
SEE PAGE 34 FOR
MORE INFORMATION
78 / Future plc
Corporate Governance
Board of Directors
Richard
Huntingford
POSITION: ndependent non
Execut ve Cha r
NATIONALITY: Br t sh
APPOINTED: December
2017 and as Cha r n February
2018
Key skills and experience:
• Prov des strong leadersh p
of the Board n fulfill ng ts
role of oversee ng the
development and del very
of Company strategy
• Ensures healthy debate
and appropr ate support
for, and challenge of,
execut ve management n
the r del very of strategy
by non Execut ve
D rectors
• Prov des leadersh p n
stakeholder relat ons
External appointments:
Non Execut ve D rector and
Cha r of Un te Group plc.
R chard had a 20 year career
at Chrysal s plc and was
CEO from 2000 to 2007. He
has extens ve F SE
non execut ve board
expert se and corporate
governance exper ence.
Most recent roles have
ncluded non Execut ve
Cha r of W reless Group plc
(formerly U V Med a plc)
from 2012 to 2016 and
non Execut ve D rector of
he Bankers nvestment
rust plc from 2018 to 2021
and JPMorgan M d Cap
nvestment rust plc from
2013 to 2022.
Education:
R chard s a chartered
accountant (FCA), hav ng
qual fied w th KPMG.
Meredith
Amdur
POSITION: ndependent non
Execut ve D rector
NATIONALITY: Amer can
APPOINTED: February 2020
Key skills and experience:
• Ed tor al and publ sh ng
content
• D g tal
• echnology platforms
• Advert s ng and brands
• B2B med a and
nformat on/serv ces
External appointments:
Currently Ch ef Execut ve
Off cer of Rhetor k, a
lead ng data suppl er to
technology vendors.
Prev ously Pres dent and
CEO of Wanted
echnolog es, a Canad an
l sted recru tment data
analyt cs prov der, and has
held execut ve roles w th
M crosoft, Delo tte and
D rec V.
Education:
Mered th holds a BA from
the Un vers ty of North
Carol na n nternat onal
Stud es, an MSc from the
London School of
Econom cs n Pol t cs and an
MBA n Bus ness
Adm n strat on and
Management from Cornell
Un vers ty.
Zillah
Byng-Thorne
POSITION: Ch ef Execut ve
NATIONALITY: Br t sh
APPOINTED: November 2013
and as Ch ef Execut ve n
Apr l 2014
Key skills and experience:
• Has a strong track record
n develop ng and
del ver ng aga nst
successful strategy
• Focus on dr v ng
operat onal excellence
• s a proven people
manager, dent fy ng and
develop ng talent at
sen or level
External appointments:
Non Execut ve D rector of
Flutter Enterta nment plc
(she s stepp ng down from
th s role n January 2023),
Norweg an Cru se L ne
Hold ngs Ltd (NYSE l sted)
and rustp lot Group plc.
She was Ch ef F nanc al
Off cer of rader Med a
Group (owner of Auto
rader) from 2009 to 2012,
and nter m Ch ef Execut ve
Off cer from 2012 to 2013.
Before th s, Z llah was
Commerc al D rector and
Ch ef F nanc al Off cer at
F tness F rst L m ted and
Ch ef F nanc al Off cer of
the hresher Group. Former
non Execut ve D rector of
HG Hold ngs plc.
Education:
Z llah s a chartered
management accountant
(C MA) and qual fied
treasurer (AC ). She has an
MA n Management from
Glasgow Un vers ty and an
MSc n Behav oural Change
from Henley Bus ness
School.
Penny
Ladkin-Brand
POSITION: Ch ef F nanc al
and Strategy Off cer
NATIONALITY: Br t sh
APPOINTED: November 2021
Key skills and experience:
• Strong financ al and
commerc al expert se
• Cons derable exper ence
of d g tal d srupt on and
transformat on
• Extens ve M&A exper ence
External appointments:
Penny s non Execut ve
Cha r of Next F fteen
Commun cat ons Group plc
and was prev ously Aud t
Comm ttee cha r. Formerly
Aud t Comm ttee cha r
at Auct on echnology
Group plc from PO unt l
January 2022.
Pr or to jo n ng Future,
Penny was prev ously
Commerc al D rector at
Auto rader Group plc.
Education:
Penny s a chartered
accountant and holds a BA
n Class cs from Oxford
Un vers ty.
Key
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
Annual Report and Accounts 2022 / 79
Mark
Brooker
POSITION: ndependent non
Execut ve D rector
NATIONALITY: Br t sh
APPOINTED: October 2020
Key skills and experience:
• Board roles n publ c
compan es
• UK and nternat onal
consumer and B2B
bus nesses
• D g tal platform
External appointments:
Non Execut ve D rector at
Paysafe Ltd (NYSE l sted)
and Heathrow A rport
Hold ngs Ltd.
Prev ously Ch ef Operat ng
Off cer of ra nl ne (formerly
thetra nl ne.com) w th
respons b l ty for the UK and
nternat onal consumer and
B2B bus nesses. Pr or to th s
he was COO at Betfa r
hav ng prev ously spent 17
years n nvestment bank ng
adv s ng UK compan es on
equ ty cap tal ra s ng and
M&A, latterly as a Manag ng
D rector at Morgan Stanley.
Education:
Mark holds a Master s
degree n Eng neer ng,
Econom cs and
Management from Oxford
Un vers ty.
Alan
Newman
POSITION: ndependent non
Execut ve D rector
NATIONALITY: Br t sh
APPOINTED: February 2018
Key skills and experience:
• Corporate finance,
account ng and aud t,
execut ve leadersh p,
nvestor relat ons, med a,
telecommun cat ons and
technology, publ c
company leadersh p and
governance, strategy and
M&A
External appointments:
Alan s Ch ef F nanc al and
Ch ef Operat ng Off cer of
Eb qu ty plc.
He was Ch ef F nanc al
Off cer of YouGov plc from
2008 to 2017 and before that
was a Partner at Ernst &
Young Bus ness Adv sory
Serv ces and at KPMG
Consult ng, where he
worked ma nly w th cl ents
n the med a,
telecommun cat ons and
technology sectors. He
prev ously held corporate
management roles at
Pearson plc and MA plc
(now Un ted Bus ness
Med a).
Education:
Alan s a chartered
accountant and holds an MA
n Modern Languages
(French and Span sh) from
Cambr dge Un vers ty..
Hugo
Drayton
POSITION: Sen or
ndependent non Execut ve
D rector
NATIONALITY: Br t sh
APPOINTED: December 2014
Key skills and experience:
• Ad vert s ng and
market ng, technology,
customer behav our,
med a, execut ve
leadersh p, bus ness
development
External appointments:
Currently non Execut ve
D rector of Gfin ty plc and a
trustee of the Br t sh Sk n
Foundat on. Regular
contr butor to trade press
and publ sh ng conferences.
CEO of the advert s ng
technology bus ness nsk n
Med a (2009 19). Prev ously
CEO of Phorm, European
MD of Advert s ng.com and
Market ng & New Med a
D rector and then Group
MD at he elegraph Group.
Cha red the Br t sh nternet
Publ shers All ance.
Education:
BA n Lat n Amer can
Stud es & French from
Un vers ty College of
London.
Angela
Seymour-Jackson
POSITION: ndependent non
Execut ve D rector
NATIONALITY: Br t sh
APPOINTED: February 2021
Key skills and experience:
• Strong strateg c
understand ng
• Extens ve exper ence
ga ned from a mult tude of
ndustr es and sectors,
nclud ng the nsurance
market
• Relevant exper ence w th
aud t and remunerat on
comm ttees
External appointments:
Cha r of PageGroup plc,
non Execut ve D rector of
Janus Henderson Group plc
and rustp lot Group plc.
Held execut ve roles w th
Aegon UK, RAC Motor ng
Serv ces L m ted and Av va
UK L m ted, and was Sen or
Adv sor to Lloyds Bank ng
Group ( nsurance). Prev ous
non Execut ve D rector
roles nclude esure Group
plc, Rentok l n t al plc and
GoCo Group plc.
Education:
Angela s a qual fied
market ng profess onal and
a member of the Chartered
nst tute of Market ng. She
holds an MSc n Market ng.
Rob
Hattrell
POSITION: ndependent non
Execut ve D rector
NATIONALITY: Br t sh
APPOINTED: October 2018
Key skills and experience:
• D g tal platforms ,
eCommerce and onl ne
sales, reta l and customer
behav our, technology,
bus ness development,
execut ve leadersh p
External appointments:
Partner, Head of D g tal,
DR Cap tal.
Prev ously V ce Pres dent,
eBay UK, where he led one
of eBay s strongest markets
worldw de and before that
at esco, where Rob was
most recently respons ble
for the supermarket s
General Merchand se
bus ness across the UK and
Central Europe. He has also
held the pos t on of Partner
n the global reta l pract ce
at Accenture.
Education:
Rob graduated from Oxford
Un vers ty w th a degree n
Geography.
80 / Future plc
Corporate Governance
Focus area Key stakeholders Activities
Strategy
and
operations
(see Strategic
Report starting
on page 6)
Our people
Our aud ence
Our commerc al partners
and suppl ers
Our nvestors
Regulators
• Apply ng the Board s strateg c understand ng of geopol t cal and econom c r sks n nternat onal markets to
the Company s challenges and opportun t es.
Rev ewed and approved three year strateg c plan, cons der ng assumpt ons made and the
reasonableness of the plan and focus ng on the operat onal overv ews, cash flow management and cap tal
allocat on.
Rece ved regular bus ness updates from the Ch ef Execut ve Off cer.
Rece ved deep d ve presentat ons from Subs and ech Roadmap Cyber US B2C Growth Wealth and
Sav ngs e Commerce Magaz nes News/K p & he Week.
• Cons der ng acqu s t ons and d vestments as dent fied and determ n ng the appropr ate course.
Rece ved Corporate Development updates and rev ewed post acqu s t on performance.
• Mon tor ng the performance of the Company aga nst agreed strateg c object ves, nclud ng progress
aga nst acqu s t on synerg es.
• Board updates from the Company s brokers and adv sers on market performance, b d defence and cap tal
structure, and on shareholder sent ment regard ng Future s performance, strategy and d v dend pol cy.
Leadership,
people and
culture
(see page 42)
Our people
Our nvestors
• Ma nta n ng and enhanc ng Future s culture and values and key pol c es and procedures and ensur ng these
are rolled out to ex st ng and acqu red bus nesses.
• Ensur ng the Company rema ns at the forefront of develop ng and embedd ng best pract ce n respons ble
bus ness behav our.
• Cont nu ng to mon tor sen or execut ve talent management and development plans to prov de success on
for all key pos t ons.
• Rev ew ng employee engagement matters
Rece ved an update on employee v ews and the find ngs of the engagement survey.
Finance
(see Strategic
Report on
page 6 and
Financial
Review on
page 62)
Our aud ence
Our commerc al
partners and suppl ers
Our nvestors
Regulators
• Rev ew ng and approv ng the Group budget.
• Rev ew ng financ al Key Performance nd cators (KP s).
• Approv ng full year results, half year results, trad ng updates, and any add t onal regulatory announcement
(RNS) and the Annual Report (ensur ng the Annual Report and financ al statements are fa r, balanced and
understandable).
•Rev ew ng the Group s cap tal allocat on pol cy
• Rev ew ng the Group s d v dend pol cy.
Cons dered payment of final d v dend (see page 121 for more deta ls).
• Rev ew ng the key r sks (as deta led on pages 66 to 70) to the Group and the controls n place for the r
m t gat on.
• Cons der ng and mon tor ng the Group s r sk appet te and pr nc pal r sks and uncerta nt es.
Approved renewal of corporate nsurance brokers
• Approv ng the v ab l ty and go ng concern statements.
• Rev ew ng and approv ng the tax strategy.
Governance
(see page
74 of the
Governance
Report)
Our people
Our commerc al
partners and suppl ers
Our nvestors
Regulators
• Mon tor ng and rev ew ng the Company s approach to corporate governance, ts key pract ces and
ts ongo ng compl ance w th the 2018 Code.
• Rev ew ng the results from the nternal Board effect veness evaluat on and agree ng an act on plan.
• Rece v ng regular reports from the cha r of each Comm ttee.
• Approv ng updated Comm ttees terms of reference.
• Cont nu ng to keep key pol c es updated and mon tor ongo ng compl ance.
• Rece v ng and cons der ng feedback from shareholder engagement (see page 90 for more deta l).
• Rev ew ng the nterests of key stakeholders, agree ng that the current stakeholder groups rema n
appropr ate (see pages 54-58 for more nformat on).
• Rev ew ng and approv ng the Modern Slavery statement.
• Author s ng potent al Confl cts of nterest Reg ster.
• Not ng NED salar es and fees
Board activities
Annual Report and Accounts 2022 / 81
Link to strategic priorities
• D vers fy ng our
aud ence
• Scalable platform
• Cont nued
d vers ficat on of
content monet sat on
• Ongo ng nvestment
• Ongo ng nvestment
• Scalable platform
• Cont nued
d vers ficat on of
content monet sat on
• Ongo ng nvestment
• Ongo ng nvestment
Board evaluation
Formal evaluat on s a valuable tool for mprovement of Board performance. n
accordance w th the gu dance prov ded under the UK Corporate Governance
Code, follow ng the externally led evaluat on exerc se undertaken by
ndependent Aud t Ltd n FY 2021, the evaluat on th s year was nternally led.
he follow ng ma n object ves were dent fied dur ng the externally led
evaluat on n 2021, together w th steps taken to address them.
Objectives for 2022 Steps taken during 2022
Cont nue the focus
on success on
plann ng and talent
development at EL
level, together w th
ncreased d vers ty and
nclus on across the
organ sat on, nclud ng
the Board.
Deta led success on plans n relat on to EL
members and those n key operat onal pos t ons
were rev ewed and d scussed by the Nom nat on
Comm ttee dur ng the year. EL members
and members of sen or management had the
opportun ty to present to the Board dur ng the
year and, where poss ble, these presentat ons
took place n person, allow ng the Board to spend
more t me w th key management both on a
formal and nformal bas s.
Cont nue to mon tor
our corporate culture
and behav ours,
nclud ng ntegrat on
and cultural al gnment
of new acqu s t ons.
As part of the Board meet ng calendar, meet ngs
were held at the Bath, Newport and London
off ces dur ng the year, and some D rectors have
v s ted the New York and Wash ngton DC off ces,
allow ng the Board to engage w th colleagues.
h s rema ns an mportant focus for the Board
and further s te v s ts are planned for FY 2023.
Oversee the
ntroduct on of
the Company s
Respons b l ty
strategy and agree
how progress w th
ts execut on should
be measured and
mon tored.
he Respons b l ty Comm ttee, wh ch was formed
n October 2021, has set the Respons b l ty
object ves and has been mon tor ng progress
aga nst these mechan sms. he deta led report on
the work of the Respons b l ty Comm ttee can be
found on page 34.
Ensure the Board
ma nta ns a deep
understand ng of the
compet t ve landscape,
nclud ng key
stakeholders.
he Board has d scussed presentat ons on a
range of deep d ve top cs at meet ngs throughout
the year and, as part of the Board Strategy Day,
heard from a number of subject matter experts on
broader landscape top cs.
82 / Future plc
Corporate Governance
Outcomes
Based on the feedback rece ved dur ng the assessment process, the
Board has agreed on the follow ng areas of focus wh ch w ll be
mon tored dur ng the year
Objectives for 2023 Steps to be taken during 2023
Cont nued focus on
success on plann ng
for the Board and
the ELT
Ensure the Nom nat on Comm ttee has an
effect ve and orderly process for the success on
of the Comm ttee Cha rs and the Cha r of the
Board.
Conclude the search for a new CEO to
replace Z llah Byng-Thorne, follow ng the
announcement of her dec s on to step down
from the role towards the end of 2023.
Cont nue to develop success on plann ng at
sen or management level, tak ng opportun t es
for the non-Execut ve D rectors to engage w th
members of the Execut ve Leadersh p Team
and sen or management wherever poss ble.
Opt m s ng overs ght
of strateg c
execut on
Execut on of strategy and evolv ng and
adapt ng the strategy to reflect the chang ng
external env ronment and nvestor needs.
To mprove
stakeholder
engagement
Cont nue to bu ld on the processes and
s gn ficant work wh ch the Board already
undertakes to ntegrate stakeholders nterests
n Board dec s on-mak ng processes and to
ra se the v s b l ty of stakeholder concerns n
Board d scuss ons.
Creat on of more opportun t es to meet w th
colleagues to follow up on themes ra sed
through the engagement survey.
The Board evaluation process
Hav ng carr ed out an external evaluat on n FY 2021, the Board
dec ded to conduct an nternal quest onna re based rev ew for FY
2022. The Cha r of the Board and the Cha rs of each of the Board
Comm ttees worked w th the Company Secretary to agree the
quest onna res, wh ch were c rculated n July 2022. The results were
evaluated and d scussed at the September Board meet ng,
follow ng wh ch the Board confirmed ts v ew that the Board
cont nues to operate effect vely w th n an nclus ve and transparent
env ronment and d splays a number of strengths, nclud ng
• Open, collaborat ve, nformed and transparent d scuss on among
the Board fac l tat ng appropr ate challenge to the execut ve.
• Ab l ty to act sw ftly and dec s vely.
• Clear strategy for the Company - debated and refreshed w th the r ght
frequency and depth and ensur ng cont nu ng al gnment
- focus on key commerc al r sks to the bus ness
- support ve and al gned around M&A agenda.
• Breadth of exper ence and v ewpo nts creates rounded and hol st c
debates, mult d sc pl nary grasp of operat ng and strateg c/market/
technology ssues.
• Clear and cons stent commun cat on to nvestors of strategy and
goals and company s performance aga nst these
- very engaged w th all company stakeholders.
Th s d scuss on, together w th the Nom nat on Comm ttee s
cons derat ons of ndependence, t me comm tment and tenure, are
used as the bas s for recommend ng the re-elect on of D rectors by
shareholders. The Board s sat sfied that all ts non-Execut ve D rectors
br ng robust, ndependent overs ght and cont nue to rema n
ndependent.
The evaluat on process also concluded that the Aud t and R sk,
Nom nat on, Remunerat on and Respons b l ty Comm ttees cont nue
to operate well and prov de effect ve support to the Board n carry ng
out the r dut es.
Separate to the formal Board evaluat on process, the Sen or
ndependent D rector led a rev ew of the Cha r s performance tak ng
nto cons derat on the v ew of all the D rectors. The unan mous v ew
was that the Cha r cont nued to perform effect vely and had prov ded
strong leadersh p through FY 2022.
Annual Report and Accounts 2022 / 83
Nomination Committee
I am pleased to
present this review
of the activities of
the Nomination
Committee during
FY 2022. During the
year we held four
meetings. Following the announcement
on 22 September 2022 that Zillah
Byng-Thorne is planning to step down at
the end of 2023, since the year end we
have met to discuss the succession
planning for the Chief Executive Officer
(CEO) in more detail.
The Terms of Reference for the Nom nat on
Comm ttee descr be the role and
respons b l t es of the Comm ttee more fully
and can be found on our webs te.
CEO succession planning
The Comm ttee has commenced a search
for a new CEO to lead the Company on ts
next growth phase. Russell Reynolds, a
global search firm, have been appo nted to
adv se the Comm ttee on th s appo ntment
and have been asked to ensure that we are
presented w th a d verse set of cand dates
to cons der. We expect to be n a pos t on to
announce more on th s n Q1 of 2023.
Board changes in the year
There was one change to the Board dur ng
FY 2022, w th the Nom nat on Comm ttee
play ng an appropr ately central role n the
process. As reported n the FY 2021 Annual
Report, n October 2021, t was announced
that Rachel Add son was stepp ng down as
Ch ef F nanc al Off cer (CFO) w th effect
from 31 October 2021. Follow ng a thorough
success on process, the Nom nat on
Comm ttee recommended to the Board that
Penny Ladk n-Brand be appo nted as the
new CFO.
NED succession planning
The Comm ttee, on behalf of the Board,
regularly assesses the balance of Execut ve
and non-Execut ve D rectors, and the
compos t on of the Board n terms of sk lls,
exper ence, d vers ty and capac ty. As
several D rectors w ll be approach ng the
l m t of ndependence under the 2018
Corporate Governance Code over the next
two to five years, a plan to recru t new
non-Execut ve D rectors on a roll ng bas s
over th s per od has been drawn up, m ndful
that appo ntments must be based on mer t
and object ve cr ter a, and cogn t ve and
personal strengths wh le promot ng
d vers ty of gender, ethn c ty and soc al
background. A w de range of cand dates
w ll be cons dered, keep ng n m nd the
requ rements for Comm ttee Cha rs and
Sen or ndependent D rector roles over an
extended per od of t me. The Comm ttee
w ll n t ally focus on the recru tment of a
cand date to replace Hugo Drayton, ahead
of h m reach ng h s n ne year tenure n
December 2023. Hugo currently cha rs the
Respons b l ty Comm ttee and s the Sen or
ndependent D rector.
On appo ntment each non-Execut ve
D rector rece ves a letter of appo ntment
sett ng out, among other th ngs, the r term
of appo ntment, the expected t me
comm tment for the r dut es to Future and
deta ls of any comm ttees of wh ch they w ll
be a member. Non-Execut ve D rectors are
n t ally appo nted for a three-year term,
after wh ch a rev ew s undertaken to
cons der renewal of the term for a further
three years. However, Future follows
governance best pract ce w th all d rectors
stand ng for re-elect on by shareholders at
each Annual General Meet ng.
ELT succession planning
Dur ng FY 2022, the Board and the
Comm ttee have mon tored the changes to
the organ sat onal structure and approved
changes to key leadersh p roles. Dur ng the
year, the Board d scussed success on plans
for execut ves below Board level on a
number of occas ons. The Comm ttee w ll
cont nue to keep a watch ng br ef on the
market and potent al talent and w ll
cont nue to mon tor the ELT and sen or
management talent pool to ensure that
success on plann ng for bus ness-cr t cal
roles s proact vely rev ewed and to ensure
the development of a d verse p pel ne for
success on for the Board and the ELT, as
requ red by the 2018 Code.
Board diversity policy
Our object ve of dr v ng the benefits of a
d verse Board, sen or management team
and w der workforce s underp nned by our
strong culture of d vers ty and nclus on,
wh ch s essent al to fulfill ng Future s
purpose, s nherent n our values and
supports the del very of our strategy. You
can read more about the Group s approach
to d vers ty and nclus on on page 42.
Dur ng the year under rev ew the Board
approved a D vers ty Pol cy wh ch s
Members Since
R chard Hunt ngford (Cha r) 2017
Mered th Amdur 2020
Mark Brooker 2020
Z llah Byng-Thorne 2014
Hugo Drayton 2015
Rob Hattrell 2018
Alan Newman 2018
Angela Seymour-Jackson 2021
The Company Secretary, or nom nee, acts
as secretary to the Comm ttee. Deta ls of
nd v dual D rectors attendance can be
found on page 77.
Key objectives
The Nom nat on Comm ttee supports the
Board n Execut ve and non-Execut ve
success on plann ng. Our key object ves as
a Nom nat on Comm ttee are
• To make sure the Board has nd v duals
w th the necessary range of sk lls and
knowledge and d vers ty of exper ences
to lead the Company.
• To ensure that t s effect ve n
d scharg ng ts respons b l t es and
oversee ng appropr ately all matters
relat ng to corporate governance.
Key responsibilities
• Ensure success on plans are rev ewed.
• mprove d vers ty on the Board and n the
p pel ne for sen or management roles.
• Further strengthen the sen or
management team.
• Ensur ng that appo ntments to
GoCompare.com L m ted are assessed
n accordance w th the regulatory
requ rements and that appropr ate
regulatory approval s obta ned.
Key areas of focus in FY2022
• Board and Comm ttee compos t on and
success on plann ng.
• Recommended the appo ntment of
Penny Ladk n-Brand as CFO.
Key priorities in 2023
• Recru tment of a new CEO.
• n t ate the search for a new non-
Execut ve D rector.
• Mon tor Board compos t on for
al gnment of relevant sk lls, exper ence
and d vers ty to Company strategy.
• Mon tor progress on the Board D vers ty
Pol cy.
• Overs ght of the Execut ve Leadersh p
Team s (ELT) development and
success on plann ng.
84 / Future plc
Corporate Governance
ava lable on our webs te. The Pol cy ensures
that t rema ns an effect ve dr ver of d vers ty
n ts broadest sense, hav ng due regard to
gender, ethn c ty, soc al background, sk llset,
and breadth of exper ence.
Set out below are the object ves of our
Board D vers ty Pol cy and our assessment
of performance aga nst them. These
object ves ensure that both appo ntments
and success on plann ng support
develop ng a d verse p pel ne.
Ma nta n at least 33% female D rectors on
the Board (r s ng to 40% on the Board, ELT
and the r d rect reports to be ach eved by
the end of 2025 n accordance w th the
recommendat ons of the FTSE Women
Leaders Rev ew (formerly the Hampton-
Alexander Rev ew).
As at the date of th s report, the Board has
44% female representat on, nclud ng two
Director Induction Programme Example
Nomination Committee
(continued)
The Board D vers ty Pol cy m rrors that of
our w der Equal ty, nclus on & D vers ty
Pol cy, wh ch s summar sed on page 42.
Committee performance
and effectiveness
The Comm ttee s performance was
evaluated as part of the external
effect veness survey, as descr bed on page
81. The rev ew was completed by all
Comm ttee members and no ssues arose.
Independence
Dur ng FY 2022, the Comm ttee rev ewed the
balance of sk lls, exper ence and
ndependence of the Board, nclud ng
cons derat on of the r term n off ce and any
potent al confl cts of nterest, conclud ng
that each non-Execut ve D rector rema ned
ndependent. The Comm ttee s sat sfied that
the external comm tments of the Board s
Cha r and members do not confl ct w th the r
dut es as D rectors of the Company.
After the year-end, the Comm ttee also
cons dered the D rectors proposed for
re-elect on by shareholders at the AGM.
Follow ng d scuss on of the sk lls,
contr but on and external comm tments of
each D rector, and n conjunct on w th the
Board performance evaluat on conducted n
September 2022, the Comm ttee supports
the proposed re-elect on of all D rectors
stand ng for re-elect on at the AGM n 2023.
n l ne w th best pract ce, each Comm ttee
member was excluded from approv ng the
proposal for the r re-elect on.
Richard Huntingford
Chair
Execut ve D rectors we have therefore
exceeded th s target. Wh lst the Board
recogn ses that an effect ve board w th
broad strateg c perspect ve requ res
d vers ty, ult mately the Board appo nts
cand dates based on mer t and assesses
potent al D rectors aga nst measurable,
object ve cr ter a. Our pr nc ples for Board
d vers ty also apply to the ELT and sen or
management below th s level w th female
representat on of 40% at ELT level and 36%
at SLT level.
To have at least one D rector of colour by
no later than 2024 ( n accordance w th the
recommendat ons of the Parker Rev ew).
The Comm ttee w ll work closely w th
execut ve search agenc es n comp l ng
long and shortl sts of cand dates from
var ous backgrounds and ndustr es,
nclud ng people from ethn c m nor ty
backgrounds when the t me comes to
refresh the Board compos t on.
We have a detailed Director induction programme which all new Board
members participate in.
E
F
F
E
C
T
I
V
E
N
E
S
S
L
E
A
D
E
R
S
H
I
P
A
C
C
O
U
N
T
A
B
I
L
I
T
Y
R
E
L
A
T
I
O
N
S
W
I
T
H
S
T
A
K
E
H
O
L
D
E
R
S
Governance training
Briefed on outcomes of most
recent effectiveness review
Meeting senior executives
Meeting with colleagues
during site visits
Information on the Group
budget and strategy
Last Annual Report
Meeting with investors and
other key stakeholders
Meeting with external and
internal auditors
Annual Report and Accounts 2022 / 85
Gender
Ethnicity
CEO
Financial
Editorial/Publishing
Content
Digital and
Technology
Advertising and
Brands
UK Governance
Remuneration
Richard Huntingford
M W
Zillah Byng-Thorne
F W
Meredith Amdur
F W
Mark Brooker
M W
Hugo Drayton
M W
Penny Ladkin-Brand
F W
Rob Hattrell
M W
Alan Newman
M W
Angela Seymour-Jackson
F W
Board skills matrix
1 M signifies male, F signifies female.
2 W signifies of white ethnicity. M signifies of minority ethnicity.
86 / Future plc
Corporate Governance
Audit and Risk Committee
Dear Shareholder,
On behalf of the Audit and Risk
Committee, I am pleased to
present its report for the year
ended 30 September 2022. This
report sets out how the
Committee has discharged its
duties in accordance with the UK Corporate
Governance Code 2018 (the 2018 Code) and its key
activities and findings during the year.
We have cont nued to d scuss and challenge the
assumpt ons and judgements made by management n
the preparat on of publ shed financ al nformat on and to
oversee the nternal controls, nclud ng overs ght of the
external and nternal aud t processes.
The Comm ttee has an annual work plan l nked to the
Group s financ al report ng cycle, wh ch ensures that t
cons ders all matters delegated to t by the Board. n
add t on to ts annual work plan, t agreed the approach
to how the nternal aud t funct on should be resourced.
Th s year the Board undertook an nternally fac l tated
rev ew of the effect veness of the Board and Board
Comm ttees, nclud ng th s Comm ttee, n accordance
w th the requ rements under the 2018 Code and you can
read more about th s on page 82.
Alan Newman
Cha r of the Aud t and R sk Comm ttee
29 November 2022
Members Since
Alan Newman (Cha r) 2018
Mered th Amdur 2020
Hugo Drayton 2015
Angela Seymour-Jackson 2021
The Company Secretary, or nom nee, acts as secretary to the Comm ttee.
Deta ls of nd v dual D rectors attendance can be found on page 77.
Key objectives
• To mon tor the ntegr ty of the
Group s financ al report ng
processes.
• To ensure that r sks are carefully
dent fied and assessed, and that
sound systems of r sk
management and nternal
control are n place.
Key responsibilities
• Oversee ng the account ng
pr nc ples, pol c es and pract ces
adopted by the Group.
• Oversee ng the external financ al
report ng and assoc ated
announcements.
• Oversee ng the appo ntment,
ndependence, effect veness and
remunerat on of the Group s
External Aud tor, nclud ng the
pol cy on the supply of non-aud t
serv ces.
• Conduct ng a compet t ve tender
process for the external aud t
when requ red.
• Rev ew ng the resourc ng, plans
and effect veness of nternal Aud t,
wh ch s ndependent from the
Group s External Aud tor.
• Ensur ng the adequacy and
effect veness of the nternal
control env ronment.
• Mon tor ng the Group s r sk
management processes and
performance.
• Ensur ng that the regulatory
requ rements for the GoCompare.
com L m ted bus ness are assessed
and properly managed and that
appropr ate regulatory approval s
obta ned as appropr ate.
• Ensur ng the establ shment and
overs ght of fraud prevent on
arrangements and reports under
the wh stleblow ng pol cy.
• Mon tor ng the Group s compl ance
w th the 2018 UK Corporate
Governance Code.
• Prov d ng adv ce to the Board on
whether the Annual Report and
Accounts, when taken as a whole,
s fa r, balanced and
understandable and prov des all
the necessary nformat on for
shareholders to assess the
Company s performance, bus ness
model and strategy.
Key areas of focus in FY 2022
• Rev ewed and challenged the
appl cat on of account ng
pr nc ples, pol c es and pract ces to
the annual and half year results
announcements and the Annual
Report.
• Rev ewed the effect veness of the
Group s underly ng control
env ronment.
• Rev ewed the effect veness of
nternal aud t and appo nted a new
outsource prov der.
Key priorities in FY 2023
• Cont nue to mon tor leg slat ve and
regulatory changes that may
mpact the work of the Comm ttee.
• Cons der the mpact of proposed
aud t ndustry changes.
• Cont nue to rev ew the work of
the nternal aud t funct on and
mplementat on of aud t
recommendat ons.
• Cont nue to mon tor the
effect veness and development
of the Group s nternal control
env ronment.
The Audit and Risk
Committee continues to
challenge, scrutinse and
oversee the Group’s risk
management and control
environment.
Annual Report and Accounts 2022 / 87
Membership and meetings
The Comm ttee met five t mes dur ng the
year and has an agenda planner l nked to
events n the Company s financ al calendar
and other mportant events that ar se
throughout the year, wh ch fall for
cons derat on by the Comm ttee under ts
rem t. Two of these meet ngs focused on
rev ew ng matters n conjunct on w th the
half year and full year report ng and
ncluded pr vate meet ngs w th the nternal
and External Aud tors. The other meet ngs
focussed on the work of the nternal Aud t
funct on and ad hoc matters wh ch arose
dur ng the year. Deta ls of nd v dual
D rectors attendance can be found on page
77. n add t on to the Comm ttee members,
the Ch ef F nanc al and Strategy Off cer
(CFSO), the Group F nance D rector, Group
F nanc al Controller, the R sk and
Compl ance D rector, the nternal Aud tor
(supported by RSM UK R sk Assurance
Serv ces LLP) and the External Aud tor
(Delo tte) attended all or parts of these
meet ngs by nv tat on. The Cha r of the
Board and Ch ef Execut ve may also attend
meet ngs. The Company Secretary acts as
Secretary to the Comm ttee. The Cha r of
the Comm ttee holds regular meet ngs w th
the External and nternal Aud tors who have
an opportun ty to d scuss matters w thout
management be ng present and also the
CFSO (who has respons b l ty and custody
of the nternal aud t funct on).
The Comm ttee rece ved suff c ent, rel able
and t mely nformat on from management
to enable t to fulfil ts respons b l t es. The
Board has confirmed that t s sat sfied that
Comm ttee members possess an
appropr ate level of ndependence and
depth of financ al and commerc al, nclud ng
sectoral, expert se. For the financ al year
ended 30 September 2022, Alan Newman
was the member of the Comm ttee
determ ned by the Board as hav ng recent
and relevant financ al exper ence.
Going concern and viability statements
The Comm ttee rev ewed the updated
word ng of the Group s longer-term
v ab l ty statement, set out on page 71. To
do th s, the Comm ttee ensured that the
model used was cons stent w th the
approved three-year plan and that scenar o
and sens t v ty test ng al gned clearly w th
the pr nc pal r sks of the Group. Comm ttee
members challenged the underly ng
assumpt ons used and rev ewed the results
of the deta led work performed. The
Comm ttee was sat sfied that the analys s
support ng the v ab l ty statement had
been prepared on an appropr ate bas s. The
Comm ttee also rev ewed the go ng
concern statement, set out on page 64,and
confirmed ts sat sfact on w th the
methodology, nclud ng appropr ateness of
the sens t v ty test ng.
Fair, balanced and understandable
The Comm ttee cons dered whether the
Annual Report s fa r, balanced and
understandable , n l ne w th the
requ rements of the 2018 Code. The
Comm ttee members were consulted at
var ous stages dur ng the draft ng process
and gave nput to the plann ng process, as
well as hav ng the opportun ty to rev ew
the Annual Report as a whole and d scuss,
pr or to the November 2022 Comm ttee
meet ng, any areas requ r ng add t onal
clar ty or better balance n the messag ng.
n th s respect, the Comm ttee focused on
• a qual tat ve rev ew of d sclosures and a
rev ew of nternal cons stency
throughout the Annual Report and
Accounts
• a rev ew by the Comm ttee of all
mater al matters, as reported elsewhere
n th s Annual Report and Accounts
• a r sk-compar son rev ew, wh ch
assesses the cons stency of the
presentat on of r sks, and s gn ficant
judgements throughout the ma n areas
of r sk d sclosure n th s Annual Report
and Accounts
• a rev ew of the balance of good and bad
news and
• ensur ng t correctly reflects
– the Group s pos t on and performance
as descr bed on pages 62 to 65
– the Group s bus ness model, as
descr bed on page 18
– the Group s strategy, as descr bed on
pages 14 to 31.
On the bas s of th s work, together w th the
v ews expressed by the External Aud tor,
the Comm ttee recommended, and n turn
the Board confirmed, that t could make the
requ red statement that the Annual Report
s fa r, balanced and understandable .
The Comm ttee also rece ved regular
updates from the Ch ef F nanc al Off cer on
prov s ons made for l t gat on and the
Comm ttee cons dered the appropr ateness
of the methodology appl ed.
Risk management
The Board has overall respons b l ty for
determ n ng the nature and extent of ts
pr nc pal and emerg ng r sks and the extent
of the Group s r sk appet te, and for
mon tor ng and rev ew ng the effect veness
of the Group s systems of r sk management
and nternal control. Further deta ls of the
r sk management object ves and process
are on pages 66 to 70.
The pr nc pal r sks and uncerta nt es fac ng
the Company are addressed n the
Strateg c Report and n the table on pages
68 to 70. The Board has delegated to the
Comm ttee the respons b l ty for
mon tor ng the effect veness of the
systems of r sk management.
Internal control
The Board determ nes the object ves and
broad pol c es of the Group and meets
regularly, when a set schedule of matters
wh ch are requ red to be brought to t for
dec s on s d scussed. Overall
management of the Group s r sk appet te,
ts tolerance to r sk and d scuss on of key
aspects of execut on of the Group s
strategy rema n the respons b l ty of the
Board. The Board has delegated to the
Aud t and R sk Comm ttee the
respons b l ty for establ sh ng a system of
nternal controls appropr ate to the
bus ness env ronments n wh ch the Group
operates.
Key elements of th s system nclude
• A clearly defined organ sat on structure
for mon tor ng the conduct and
operat ons of the bus ness.
• Clear delegat on of author ty
throughout the Group, start ng w th the
matters reserved for the Board.
• A formal process for ensur ng that key
r sks affect ng operat ons across the
Group are dent fied and assessed on a
regular bas s, together w th the
controls n place to m t gate those r sks.
R sk cons derat on s embedded n
dec s on-mak ng processes at all levels,
and the most s gn ficant r sks are
per od cally rev ewed by the Board. The
r sk process s rev ewed by the Aud t
and R sk Comm ttee.
• The preparat on and rev ew of
comprehens ve annual budgets.
• The monthly report ng of actual results
and the r rev ew aga nst budget,
forecasts and the prev ous year, w th
explanat ons obta ned for all s gn ficant
var ances.
• The F nance Manual wh ch outl nes key
control procedures and pol c es to
apply throughout the Group. Th s
ncludes clearly defined pol c es and
escalat ng author sat on levels for all
procurement act v ty nclud ng cap tal
expend ture and nvestment, w th
larger cap tal projects, acqu s t ons and
d sposals requ r ng Board approval.
Th s framework s kept under per od c
rev ew.
• The ongo ng development of a formal
controls framework that defines the key
88 / Future plc
Corporate Governance
Area of focus Reporting issue Role of the Committee Conclusion / Action taken
Acquisition
accounting
As outl ned on page 10 n the Strateg c
Report, the Group has completed four
acqu s t ons dur ng the year.
At the request of the Comm ttee the Group
engaged th rd party valuat ons experts to
ass st n the preparat on of the purchase
pr ce allocat on exerc ses for the s gn ficant
acqu s t ons n the year. he Comm ttee has
rev ewed deta led papers sett ng out the
acqu s t on account ng undertaken, nclud ng
purchase pr ce allocat ons and open ng balance
sheet fa r value assessments.
he Comm ttee agreed w th the judgements
made by management n respect of the
acqu s t on account ng undertaken dur ng
the year and the presentat on n the Group s
results for the year ended 30 September 2022.
Refer to note 28 on page 179 for further
nformat on n respect of the acqu s t on
account ng undertaken n the year.
The classification
of exceptional
items
Due to the s gn ficant acqu s t on related
act v ty n the year a number of tems
(such as acqu s t on or related ntegrat on
and restructur ng costs and also onerous
property costs) totall ng £17.9m are
cons dered except onal n nature.
he Comm ttee rev ewed and challenged
nformat on prov ded by management
expla n ng the nature and rat onale for the
nclus on of these tems as except onal and
d scussed them w th the aud tors. Refer to note
5 on page 155 for further nformat on n respect
of except onal tems.
he Comm ttee agreed w th the conclus on
that these tems should be separately
presented w th n except onal tems, g ven the r
nature and magn tude, and that th s treatment
ass sts the users of the financ al statements to
understand the results of the core underly ng
operat ons of the Group.
Determining
the basis upon
which goodwill
is allocated and
monitored
Follow ng the s gn ficant n year
acqu s t ons, an assessment s requ red
to ensure that there are no add t onal
cash generat ng un ts ( CGUs ) at wh ch
goodw ll should be mon tored.
he Comm ttee rev ewed deta led papers
prepared by management sett ng out the
assessment and rat onale of the su tab l ty of
the cont nued ongo ng mon tor ng of goodw ll
at the ex st ng CGU levels.
he Comm ttee rema ns comfortable w th
the cont nued mon tor ng of goodw ll at
the UK/US/Austral a level. Not creat ng any
add t onal CGUs s deemed appropr ate g ven
the sw ftness of ntegrat on of the acqu red
bus nesses onto Future s systems, the level of
nterconnect v ty and the nterdependency of
revenues across the Group, both between ts
brands and the Med a and Magaz ne d v s ons.
Significant financial reporting judgements
The Comm ttee cons dered the follow ng ssues relat ng to the financ al statements dur ng the year.
These nclude the matters relat ng to r sks d sclosed n the External Aud tor s report
controls, the persons respons ble and
the spec fic r sk that each of these key
controls s des gned to m t gate.
• Appropr ately qual fied staff n our
finance, legal and human resource
funct ons w th bus ness cont nu ty plans
to ensure that all key roles have
adequate cover.
• n t at on of a formal quarterly CFSO
rev ew of control execut on and
assessment that control owners
understand des gn and eff cacy of the
controls they mon tor, tested by a
regular t metable of nternal controls
rev ews that nclude the test ng of key
controls and process walk-throughs of
processes, reported to the Aud t and
R sk Comm ttee.
• Development of a learn ng from
nc dents culture, report ng of potent al
and actual nternal control fa lures and
assessment of management s response.
• Regular formal meet ngs between the
CEO, the CFSO and sen or management
to d scuss strateg c, operat onal and
financ al ssues.
Dur ng the year an nternal controls
development programme was n t ated
des gned to bu ld up the nternal control
capab l ty w th n the finance funct on and
across the bus ness. Th s s progress vely
rev ew ng all the core financ al control
processes over a per od of 12 months.
Recommendat ons were made for
mprovement to controls n relat on to
financ al report ng, wh ch management s
charged w th mplement ng, none of wh ch
related to s gn ficant fa l ngs or weaknesses.
The programme s led by the Group F nance
D rector and ts find ngs and
recommendat ons are reported regularly to
the Aud t and R sk Comm ttee. Th s
programme and management s work ar s ng
from t have already dent fied areas for
mprovement and act ons to address these.
Look ng forward to FY 2023, the nternal
controls plan w ll cont nue to embed role
segregat on, accountab l ty of execut on,
and mprovement n automat on to reduce
rel ance on management superv s on.
Internal audit
The Aud t and R sk Comm ttee assesses the
effect veness of the nternal Aud t funct on
annually, and cons ders whether the level
of nternal aud t resources s appropr ate to
prov de the r ght level of assurance over ts
pr nc pal r sks and controls, espec ally n
l ght of the cont nued growth n the s ze
and complex ty of the organ sat on
follow ng further acqu s t ons n FY 2022.
FY 2022 was the first full year where a
ded cated nternal Aud t funct on has been
n place, wh ch has supported the
cont nued strengthen ng of control w th n
the organ sat on. Follow ng a rev ew of the
assurance needs of the bus ness, RSM LLP
were appo nted, n t ally on a co-source
bas s n January 2022, and now as Future s
outsourced nternal Aud tor. The annual
nternal aud t plan s approved by the
Comm ttee, and nternal aud t s an agenda
tem at each Comm ttee meet ng. RSM LLP
presents an update on aud t act v t es,
progress of the aud t plans and the
outcomes of all aud ts w th act on plans to
address any ssues. Rev ews have been
completed n FY 2022 on areas nclud ng
payroll, cyber secur ty, starters and leavers
and suppl er management. The Comm ttee
has overseen the establ shment of plans to
mplement the control mprovements
recommended by these rev ews
The nternal Aud t funct on s al gned w th
the nternal Control funct on to ensure the
t m ng of each rev ew type can be
appropr ately cons dered, and d scuss
common themes and concerns to ensure
the appropr ate remed at on or
mprovements can be made.
Look ng forward to FY 2023, a r sk
assessment has been completed to nform
the FY 2023 nternal aud t plan, wh ch the
Comm ttee s confident w ll help further to
mprove the organ sat on s control
env ronment. Th s plan ncludes areas such
as bus ness cont nu ty plann ng,
organ sat on res l ence and d g tal
advert s ng revenue.
External audit independence
The Comm ttee s respons ble for rev ew ng
the ndependence of the Company s
Annual Report and Accounts 2022 / 89
External Aud tor, Delo tte LLP (Delo tte),
agree ng the terms of engagement w th
them and the scope of the r aud t. Delo tte
has a pol cy of partner rotat on, wh ch
compl es w th regulatory standards, and, n
add t on, Delo tte has a structure of peer
rev ews for ts engagements, wh ch are
a med at ensur ng that ts ndependence
s ma nta ned.
Ma nta n ng an ndependent relat onsh p
w th the Company s External Aud tor s a
cr t cal part of assess ng the effect veness
of the aud t process. European Un on
leg slat on on perm tted non-aud t serv ces
wh ch came nto effect from 17 June 2016,
ntroduced a perm tted non-aud t serv ces
fee cap for certa n serv ces of 70% of the
average aud t fee over a consecut ve
three-year per od. Th s cap was appl cable
to the Group from the financ al year ended
30 September 2020. The Comm ttee has
agreed the Group s pol cy on non-aud t
fees, and th s was rev ewed by the
Comm ttee dur ng the year ended 30
September 2022. The Comm ttee also
regularly rev ews the level of aud t and
non-aud t fees pa d to Delo tte. Key
pr nc ples of the pol cy on non-aud t
serv ces are
• The Comm ttee has approved a l st of all
perm tted non-aud t serv ces wh ch are
allowed under UK statutory leg slat on
and compl es w th the European Un on
D rect ve on aud t and non-aud t
serv ces. These serv ces nclude
aud t-related serv ces such as rev ews of
nter m financ al nformat on or any
other rev ew of financ al statements
requ red by law to be aud ted.
• The Aud t and R sk Comm ttee updated
ts pol cy to ensure that non-aud t
serv ces l sted n append x B of the
FRC s rev sed Eth cal Standard 2019 are
not offered to the External Aud tor.
• Any serv ce that s on the l st, f n
excess of £100,000, requ res the
approval of the Comm ttee.
Dur ng FY 2022, the External Aud tor
prov ded serv ces n relat on to the Group s
nter m results and other ndependent
ver ficat on to th rd part es. The External
Aud tor has also confirmed to the
Comm ttee that they d d not prov de any
other non-aud t and add t onal serv ces,
and that they have not undertaken any
work that could lead to the r object v ty and
ndependence be ng comprom sed.
The non-aud t serv ces suppl ed by the
External Aud tor can be found n note 4 of
the financ al statements. The 70% cap s
calculated separately for each firm,
mean ng there s no requ rement under the
FRC s Rev sed Eth cal Standard 2019 to
formally calculate the cap n the first three
years of Delo tte s tenure ( t w ll be
appl cable from the r fourth year as
aud tors). However, as the calculat on s
based on Delo tte s first three years of fees
these w ll be closely mon tored by the
Comm ttee. The fees ncurred for serv ces
wh ch would have fallen w th n the 70% cap
had t appl ed totalled £176,600,
represent ng around 22% of Delo tte s
aud t fee for FY 2022.
The lead partner s rotated every five years.
Mark Tolley was appo nted as the lead
aud t engagement partner n FY 2021.
Assessment of audit process
The scope of the external aud t s formally
documented by the aud tor. The Comm ttee
d scussed Delo tte s deta led aud t plan
and strategy nclud ng the ntended scope
of the aud t, dent ficat on of s gn ficant and
elevated aud t r sks and the level of
mater al ty proposed. n respect of the
financ al year ended 30 September 2022,
the Comm ttee assessed the performance
and effect veness of the External Aud tor,
as well as the r ndependence and
object v ty, on the bas s of meet ngs, the
find ngs of the FRC Aud t Qual ty Rev ews
(AQR) publ shed n July 2022 and a
quest onna re-based nternal rev ew wh ch
was completed by the Comm ttee members
and regular attendees to the Comm ttee.
The summary of the results of the
quest onna re has been rev ewed by
the Comm ttee.
Audit tender and appointment
Delo tte LLP were appo nted n 2019 to
succeed PwC as the Company s aud tors
w th effect from the start of FY 2021. A
resolut on to reappo nt Delo tte LLP as
aud tors for the year end ng 30 September
2023 s be ng proposed to shareholders at
the Company s AGM to be held on
Wednesday 8 February 2023. You can read
more about th s n the Not ce of AGM on
page 184. The Company has compl ed w th
the prov s ons of the Statutory Aud t
Serv ces for Large Compan es Market
nvest gat on (Mandatory Use of
Compet t ve Tender Process and Aud t
Comm ttee Respons b l t es) Order 2014
(Compet t on & Markets Author ty Order)
for FY 2022 n respect to aud t tender ng
and the prov s on of non-aud t serv ces.
How the Committee keeps up to date
The Comm ttee s kept up to date w th
changes to Account ng Standards and
relevant developments n financ al
report ng, company law, and the var ous
regulatory frameworks through
presentat ons from the Group s External
Aud tor, Ch ef F nanc al and Strategy Off cer,
R sk and Compl ance D rector and the
Company Secretary. n add t on, members
attend relevant sem nars and conferences
prov ded by external bod es. The Comm ttee
also rece ves ta lored br efings from
management and the Group s external
aud tors from t me to t me.
The Terms of Reference of the Aud t and
R sk Comm ttee nclude all the matters
requ red under the Code and are rev ewed
annually by the Comm ttee.
Assessment of the effectiveness of the
Committee
The Comm ttee s effect veness n respect of
the year ended 30 September 2022 was
evaluated as part of the rev ew descr bed
on page 81. The key ssues that were
dent fied n the prev ous year s assessment
were d scussed by the Comm ttee to ensure
these were adequately addressed and the
Cha r prov ded an update where appropr ate.
Looking forward
As well as the regular cycle of matters that
the Comm ttee schedules for cons derat on
each year, we are plann ng over the next 12
months to
• Cont nue to mon tor leg slat ve and
regulatory changes that may mpact
the work of the Comm ttee.
• Cons der the mpact of proposed aud t
ndustry changes.
• Cons der a w der range of top cs for
Comm ttee tra n ng.
The Comm ttee s report was approved by a
Comm ttee of the Board of D rectors on 29
November 2022 and s gned on ts behalf by
Alan Newman
Cha r of the Aud t Comm ttee
29 November 2022
90 / Future plc
Corporate Governance
Directors’ Remuneration Report
I stepped into the role of Remuneration Committee
Chair at Future in October 2021. It was clear from
my earliest conversations with shareholders that
there is a wide range of views on how executive
remuneration is structured at the Company, from
those who are very supportive of the current
approach to those who have meaningful concerns.
The extent of those concerns became clear at the Annual General
Meeting (AGM) in February 2022 when a majority of our shareholders
voted against the FY 2021 Directors’ Remuneration Report (DRR).
have spent much of my first year n the role lead ng a rev ew of whether we
should make changes to the current remunerat on schemes and what our
pol cy for remunerat on should be go ng forward. have rece ved nput from
my fellow members of the Remunerat on Comm ttee and the w der Board,
management, external adv sors, shareholder adv sory bod es and, of course,
our shareholders themselves. As you w ll see set out below, we conducted
the most extens ve shareholder consultat on programme n our h story and
the changes we are propos ng n th s Report are based d rectly on the
feedback rece ved.
Further deta ls of the feedback n relat on to each of these areas (wh ch was
used to shape our final proposals and dec s ons) are set out n the preface to
the relevant sect on of th s D rectors Remunerat on Report, as nd cated by
the page numbers above.
We are extremely grateful to shareholders for the r t me and feedback and
we feel we ach eved a good understand ng of the w de range of v ews among
our nvestor base. recogn se t s not poss ble to address all elements of
shareholder feedback nor, bel eve, s t the job of the Remunerat on
Comm ttee to do so. We have l stened carefully to shareholders but
ult mately have taken dec s ons n relat on to our response to the 2022 AGM
vote outcome, as well as the proposed Remunerat on Pol cy, wh ch we
bel eve best fit the needs of the Company and w ll dr ve value creat on over
the long-term. However, by be ng m ndful of shareholder v ews we hope we
have addressed adequately the key concerns ra sed dur ng engagement n FY
2022 and, mportantly, des gned a Pol cy that not only reverts to a more typ cal
structure for the FTSE Ma n Market, but s fit-for-purpose and w ll garner w der
support from our nvestors than we have ach eved n recent years.
The rema nder of th s letter prov des a deta led overv ew of the key areas of
Comm ttee focus dur ng the year, as summar sed n the table above.
Members Since
Mark Brooker (Cha r s nce 1 Oct 2021) 2020
Rob Hattrell 2018
Angela Seymour-Jackson 2021
Deta ls of nd v dual D rectors attendance can be found on
page 77.
Other D rectors and execut ves, nclud ng the Board Cha r, the
Ch ef Execut ve (CEO) and the SVP People may be nv ted to
attend Comm ttee meet ngs. The Company Secretary, or
nom nee, acts as secretary to the Comm ttee. No nd v duals
are nvolved n dec s ons relat ng to the r own remunerat on.
Th s D rectors Remunerat on Report sets out how Future pays
ts D rectors (both Execut ve and non-Execut ve) the dec s ons
made on the r pay n FY 2022 how much they rece ved n
relat on to the financ al year ended 30 September 2022 and
an explanat on of the changes proposed to our Remunerat on
Pol cy (Pol cy) and deta ls of how we propose to operate the
Pol cy for FY 2023.
Key objective of the Remuneration Committee
Our object ve s to have a fa r, equ table and compet t ve total
reward package that supports our v s on and to ensure
rewards are performance-based and re nforce long-term
shareholder value creat on.
Key responsibilities
• Des gn ng & mplement ng the remunerat on pol cy.
• Ensur ng the compet t veness of reward.
• Des gn ng the ncent ve plans, nclud ng the sett ng of
ncent ve targets and oversee ng all share awards.
• Sett ng remunerat on for the Execut ve D rectors and Board
Cha r and oversee ng sen or execut ve and all employee
remunerat on pol c es across the Group n al gnment w th the
Group s reward pr nc ples.
Key areas of focus in FY 2022
• Respond ng to the 2022 AGM vot ng outcome and d rect
feedback rece ved on ex st ng remunerat on arrangements.
• Develop ng a proposed Pol cy for FY 2023-2025 that reverts
to market norms for a FTSE Ma n Market company (for
approval at the 2023 AGM).
• Agree ng an approach to mplement ng the proposed Pol cy
n FY 2023 that reflects the broader bus ness context and the
stakeholder exper ence, and al gns closely w th our strateg c
p llars and shareholders nterests.
• Undertak ng our most extens ve shareholder consultat on on
remunerat on arrangements across the Group to date.
Key pr or t es n FY 2023
• Ensur ng (subject to approval) that the proposed Pol cy s
mplemented n l ne w th our strategy and culture.
• Cont nu ng to mon tor remunerat on pract ces across
Future and keep ng abreast of developments n typ cal and
best pract ce across the w der market.
• Ensur ng remunerat on appropr ately supports a successful
CEO trans t on.
Shareholder engagement in FY 2022 – a summary
Period of engagement
June to August 2022
No. of shareholders: 42 (represent ng 80% of ssued share cap tal)
No. of shareholders
providing feedback:
36 (22 meet ngs, 14 v a wr tten repl es
65% of ssued share cap tal)
No. of shareholder
advisory bodies:
3
Key areas discussed:
) 2022 AGM ou come (including changes o he VCP) page 9
2) Y 2023-2025 Remunera ion Policy page 4- 9
3) eaver arrangemen s for our former C O page 9 , 08
4) Adjus men o 20 9 PSP award for Penny adkin-Brand pages
92, 03- 04
Annual Report and Accounts 2022 / 91
Reflecting on the 2022 AGM
The Comm ttee, and Board as a whole, took the vot ng outcome at
the 2022 AGM very ser ously. Follow ng an evaluat on of the
feedback rece ved from shareholders n advance of (and follow ng)
the AGM, the Comm ttee concluded that shareholders concerns
focused pr mar ly on two ssues
(a) the structure and cont nued use of the Value Creat on Plan
(VCP), approved by 64.3% of shareholders at the 2021 AGM and
(b) the treatment of outstand ng ncent ves held by the outgo ng
CFO, Rachel Add son, on cessat on of her employment.
The Comm ttee further rev ewed each of these areas n deta l,
recogn s ng the strength of sent ment that led a major ty of
nvestors to vote aga nst the FY 2021 DRR resolut on, and used the
engagement process descr bed on page 90 to el c t further d rect
feedback from major nvestors on these matters.
The VCP
A recap of the des gn of the VCP s set out on page 101.
Although the VCP was supported by around two-th rds of
shareholders at the 2021 AGM, t s clear from my recent
engagement that there rema ns a d verse range of op n ons
externally on the scheme from those who strongly support the
strong pay-performance l nkage and the all-employee nature of
the scheme, to those who fundamentally oppose (and not just at
Future) such h ghly-leveraged arrangements and the potent ally
very s gn ficant payouts they can del ver to part c pants.
Acknowledg ng the major ty support rece ved for the scheme, the
Comm ttee rema ns fully comm tted to the VCP over the rema nder
of ts l fe. We cons dered whether t would be appropr ate to curta l
the scheme and replace t w th an alternat ve, but concluded th s
would not be the r ght approach for two reasons
1. The close al gnment of employee nterests (c.3,000 colleagues
part c pate n the scheme) w th those of our shareholders. Wh lst
the awards are currently out-of-the-money and the targets are very
stretch ng, we bel eve there s st ll al gnment w th the long-term
strategy of Future and t prov des the opportun ty to ach eve
compet t ve reward for above market shareholder returns over the
rema nder of the performance per ods.
2. Replac ng the VCP now w th another scheme would l kely result
n a rebas ng of targets to lower levels g ven the weaker external
env ronment we currently operate n. The Comm ttee d d not feel
th s approach was al gned w th the nterests of our shareholders.
However, n the nterests of balance, we are keen to address some of
the more common concerns ra sed by nvestors, by mak ng the
follow ng changes ( nvestor feedback on wh ch was broadly pos t ve)
• Sl ghtly lengthen ng the hold ng per od for the Execut ve
D rectors for tranche 3 of the VCP such that t extends beyond
another publ c results announcement by the Company and
• Re terat ng our comm tment to prov d ng deta led narrat ve n
each of the FY 2023, FY 2024 and FY 2025 remunerat on reports
on how the Comm ttee has evaluated the appropr ateness of any
formula c payouts under the VCP n the context of the underly ng
performance of the Group, as measured by relevant financ al and
operat onal metr cs of success over the relevant per od.
Those shareholders w th wh ch engaged, wh le rema n ng d v ded
on the pros and cons of the VCP, were generally support ve of the
changes descr bed above and these proposed mod ficat ons w ll
now be mplemented. We also consulted on a voluntary reduct on
n the opportun ty under tranches 2 and 3 of the VCP, offered by
the CEO n response to nvestor feedback. Follow ng the
announcement of the CEO s ntent on to step down from the Board
by the end of 2023 (see page 74), the Comm ttee cons ders that any
t me pro-rat ng of awards w ll supersede an mmed ate reduct on
n her outstand ng un ts, and therefore w ll not mplement th s
amendment. The appropr ate leaver treatment w ll be agreed n due
course once not ce has been served and w ll be n l ne w th our
Pol cy. We ant c pate such treatment w ll result n a greater reduct on
to Z llah s VCP ent tlement than the proposal on wh ch we consulted,
and wh ch the Comm ttee therefore cons ders to be an appropr ate
mechan sm to address nvestor concerns about quantum.
The leaver arrangements for our former CFO
Most nvestors apprec ated the add t onal d sclosure prov ded as
part of the consultat on and felt t expla ned well the Comm ttee s
dec s on-mak ng n the context of protect ng long-term value for
shareholders. They requested t be made ava lable n th s year s
DRR (see page 108 of th s Report). Some st ll expressed concern
over the treatment (part cularly not deferr ng part of the FY 2021
bonus nto equ ty) but were comforted by our confirmat on that we
would not use th s approach as a precedent go ng forward.
Our Remuneration Policy for FY 2023-25
As the resolut on to approve the FY 2021 DRR d d not pass at the
2022 AGM, the Comm ttee spent cons derable t me dur ng FY 2022
rev ew ng the Pol cy ahead of putt ng t to a b nd ng resolut on at
the 2023 AGM, and cons der ng what changes were requ red to
better support the Group strategy. As part of the rev ew, the
Comm ttee also cons dered developments n market pract ce and
corporate governance as well as changes w th n our own bus ness,
n propos ng to revert to a more market-typ cal framework w th
future long-term ncent ve awards be ng made under the PSP.
D rect feedback from shareholders has helped to shape our final
proposals, nclud ng a revers on to defin ng long-term ncent ve
award levels as a percentage of salary (rather than a fixed number
of shares) and a reduct on to the except onal award opportun ty n
the scheme. No further VCP awards w ll be ssued to ncumbent or
newly-appo nted Execut ve D rectors. Further deta ls of the Pol cy,
as well as a rev ew of all changes and the nvestor feedback
rece ved on these, are set out on pages 114-119 of th s Report.
We have also taken th s opportun ty to refresh the rules of our PSP,
br ng ng them n l ne w th market and governance best pract ce and a
resolut on to approve these s ncluded n the not ce of meet ng.
92 / Future plc
Corporate Governance
We are pleased w th the cont nued progress made dur ng the year n
these mportant areas, and look forward to report ng on further
developments n the future.
Executive Director outcomes
As a result of Future s cont nued strong performance, the Company
ach eved Adjusted Operat ng Proft of £271.7 m ll on, wh ch was 9%
ahead of the target for the year. The Comm ttee therefore approved
a payout of 88% of the max mum annual bonus opportun ty for
Z llah Byng-Thorne and Penny Ladk n-Brand n respect of FY 2022.
n reach ng th s dec s on, the Comm ttee cons dered the formula c
outcome aga nst the targets set at the start of the year, the mpact of
acqu s t ons dur ng FY 2022 and the broader underly ng
performance of the Group. 50% of the bonus earned w ll be pa d n
cash and 50% w ll be deferred n Future plc shares for two years.
Further deta ls are ncluded on page 100.
W th regard to the Group s longer-term ncent ves, performance
cond t ons attached to Performance Share Plan (PSP) awards made
on 25 November 2019 were tested to 30 September 2022. Over the
three-year performance per od, the Company s EPS growth and
absolute TSR performance (each represent ng 50% of the award)
exceeded the top end of the stretch ng performance ranges set at
grant. Accord ngly, these awards w ll vest n full on 30 November
2022, and w ll thereafter be subject to a mandatory two-year
hold ng per od. Further deta ls are ncluded on page 104.
The Comm ttee s sat sfied that overall pay outcomes n respect of
the year ended 30 September 2022 are appropr ate and reflect
Future s cont nued strong financ al and operat onal performance,
and the exper ence of all key stakeholder groups. The annual bonus
outcome for the year reflects another year of mater al profit growth,
wh le vest ng of the awards granted under the PSP n November
2019 reflects longer-term out-performance and value creat on for
shareholders dur ng the per od. The Comm ttee has therefore not
exerc sed any d scret on n relat on to ts assessment of the outcome
of the var able pay schemes but, follow ng consultat on, d d use
d scret on to part ally re nstate Penny Ladk n-Brand s PSP award, as
descr bed below. The Comm ttee has not otherw se exerc sed
d scret on th s year.
Partial reinstatement of the 2019 PSP
award for Penny Ladkin-Brand
The Comm ttee consulted shareholders on re nstat ng a port on of
Penny s or g nal 2019 PSP award as a result of her stepp ng back nto
a full-t me role as CFO, after t was or g nally scaled back when
Penny trans t oned to the role of Ch ef Strategy Off cer, w th a
reduced three day per week t me comm tment. To reflect her return
to work ng five days per week, and n the nterests of adher ng to the
same pr nc ples we appl ed n or g nally reduc ng the awards, the
Comm ttee cons dered t to be fa r and equ table to ncrease the
number of shares under the award by 5,870 shares, from 27,654 to
33,524. A substant al major ty of nvestors consulted as part of my
FY 2022 outreach were support ve of th s adjustment, v ew ng t as a
pos t ve s gnal and a true appl cat on of our d vers ty and nclus on
pol cy. nvestors h ghl ghted the mportance of clear d sclosure
around the adjustment, and a full breakdown of the relevant
calculat ons s therefore ncluded on page 103.
Looking back – FY 2022 remuneration
The business context
t s mportant to start any d scuss on of the context for
remunerat on dec s ons at Future by acknowledg ng the Company s
very h gh perform ng management team, and to frame the
Comm ttee s act v t es and dec s ons n the context of Future s
overall performance and the exper ence of key stakeholder groups
n part cular, our people.
Our performance
The Company has del vered another strong performance n
FY 2022 w th adjusted d luted EPS grow ng 24% compared to pr or
year and, wh le Future too has been mpacted by the decl ne
exper enced across global stock markets n 2022, TSR rema ns
strong. Other h ghl ghts
• Aud ence growth of +3% w th onl ne users of 313 m ll on (FY 2021
306 m ll on).
• Adjusted operat ng profit growth of +39% to £271.7 m ll on
(FY 2021 £195.8 m ll on).
• Adjusted d luted EPS growth of +24% to 163.5p (FY 2021 131.9p).
• Four acqu s t ons completed dur ng the year and a further
acqu s t on completed n October 2022.
Our people (see also page 42)
The Remunerat on Comm ttee s regularly nformed of pay and
employment cond t ons throughout the Group. Th s prov des
valuable nput nto the Comm ttee s dec s on-mak ng around
Execut ve D rector remunerat on, more so n FY 2022 as the
nflat onary env ronment and ncreas ng cost-of-l v ng pressures
have cont nued to mpact our workforce and soc ety more broadly.
Dur ng the year, the Comm ttee has been kept updated on
• Awards under the Value Creat on Plan (VCP) to new jo ners, w th
awards be ng made n February, May and September.
• Feedback from the Employee Engagement Survey, the
subsequent l sten ng sess ons and quest ons ra sed dur ng Town
Hall sess ons, from the Group s SVP People on workforce
n t at ves and employees perspect ves on the Comm ttee s
dec s on-mak ng process.
• Headl ne rat os, such as the CEO pay rat o (shown on page 106)
and our gender pay gap (ava lable on our webs te). The
Comm ttee uses th s data to support ts del berat ons on
execut ve remunerat on, but also to nform ts assessment of
whether the Group s reward pr nc ples are be ng met.
Of part cular note, th s year the Comm ttee has prov ded d rect
feedback on proposals around how Future s support ng ts employees
through the ongo ng nflat onary env ronment and cost-of-l v ng
pressures. t has been agreed that a t ered approach to salary nflat on
w ll be mplemented n FY 2023, w th the h ghest percentage ncreases
be ng targeted at our lowest pa d employees (see deta ls n the base
salary sect on overleaf). Add t onally, th s year saw another strong
payout under the Group-w de profit pool, payment of wh ch was partly
accelerated for colleagues below Board level to May to support w th
ongo ng cost-of-l v ng challenges. A balanc ng payment (based on the
actual outturn) w ll be made at the normal t me n December.
Directors’ Remuneration Report
Annual Report and Accounts 2022 / 93
Looking ahead – FY 2023 remuneration
Full deta ls of our approach to execut ve remunerat on n FY 2023
are ncluded on pages 98 to 104.
Base salary
As noted earl er, a t ered approach to salary nflat on has been
mplemented th s year. n the UK we benchmark our entry salar es
aga nst the l v ng wage assoc at on. f a colleague s pa d less than
the recently announced m n mum, the r salar es w ll be
upl fted accord ngly.
Our lowest-pa d colleagues have been awarded ncreases of 8.21%
and 7.29% ( n l ne w th outs de of London l v ng wage and London
l v ng wage nflat on respect vely), wh le salar ed colleagues on an
annual salary of less than £50,000 w ll rece ve an ex grat a
payment worth 2% of salary on top of the general 4% salary
ncrease, .e. a total pay ncrease of 6% above the pr or year.
Colleagues earn ng above th s level w ll rece ve a 4% ncrease.
We have also conducted a rev ew exerc se n the US and
mplemented state m n mum salar es that we comm t to pay ng
as a m n mum.
n th s context, Z llah Byng-Thorne s salary (wh ch has been frozen
s nce 2020) has therefore been ncreased by 4% from 1 November
2022, n l ne w th the level of salary nflat on for other sen or
colleagues and below the average ncrease awarded to
the workforce.
As part of our consultat on w th shareholders, we h ghl ghted our
comm tment to rev ew ng overall pay levels for Execut ve D rectors
n FY 2023 to ensure packages rema n appropr ately compet t ve
for the s ze and complex ty of the Company under our new
remunerat on framework (salar es hav ng been set ntent onally
low g ven the s gn ficant opportun ty offered through the VCP).
However, follow ng the announcement that Penny Ladk n-Brand s
role was be ng expanded mater ally to nclude the role of Ch ef
Strategy Off cer, the Comm ttee concluded that t would be
appropr ate to rev ew Penny s salary now to reflect her add t onal
respons b l t es, susta ned strong performance and her ntegral
role dur ng a per od of leadersh p trans t on. As an llustrat on of
the add t onal respons b l t es under her expanded rem t, Penny
w ll cont nue to lead all finance act v t es w th n the organ sat on
and add t onally lead on norgan c growth opportun t es and
execut on of the strategy to del ver med um and long-term growth.
These roles were prev ously spl t.
Hav ng taken nto account these factors, the Comm ttee has
resolved to ncrease her salary to £450,000 over two years. The
Comm ttee notes that th s base salary s w th n the market range
for other FTSE250 compan es, notw thstand ng that the role at
Future s broader and the ncumbent an above-med an performer.
The first of these ncreases (to £410,000) took effect from 1
November 2022, w th a second ncrease due to be made from 1
October 2023 (al gn ng w th the next financ al year), subject to the
Comm ttee sat sfy ng tself around Penny s cont nued nd v dual
performance and Group results.
The Comm ttee also cons dered t to be n the nterests of all
stakeholders (pr mar ly shareholders and our workforce) to
ncrease Penny s not ce per od to 12 months from e ther s de
(prev ously s x months), effect ve from 1 November 2022.
Pension
The pens on contr but on for Z llah Byng-Thorne w ll rema n at 6%
of salary, be ng the rate ava lable to the major ty of the w der UK
workforce at the t me that t was agreed to reduce Z llah s prev ous
contractual ent tlement. Penny Ladk n-Brand s pens on
contr but on (currently 6% of salary) w ll be further reduced to 5%
of salary from 1 January 2023, to al gn w th that ava lable to new
jo ners under our standard employment contract.
Annual bonus
The annual bonus w ll operate on a s m lar bas s as last year.
Max mum opportun t es are unchanged (200% of salary for the
CEO, 150% of salary for the CFSO), and half of any amounts earned
w ll be deferred n shares for two years. Performance w ll be
assessed pr mar ly aga nst Adjusted Operat ng Profit targets, as n
prev ous years. Reflect ng more recent developments n nvestor
preference, we have amended the we ght ng of the bonus
make up, such that 90% of the total bonus amount s n relat on to
AOP, w th the ntroduct on of a new ESG measure, mak ng up the
rema n ng 10%. For FY 2023 the add t onal measure w ll be related
to staff engagement.
Th s s the Company s first step along a path to nclude ESG metr cs
n our ncent ve scorecards. We have started w th a people measure
g ven our success as a bus ness s closely t ed to our ab l ty to
recru t, reta n and engage a h ghly talented workforce. As we move
forward, the Comm ttee w ll keep under rev ew the opt ons to
broaden our ESG targets to nclude other measures wh ch are
al gned to our strategy. We bel eve any metr c used should be
quant fiable, measurable and deally externally comparable. As our
benchmark ng and measurement of these metr cs matures we w ll
also cons der whether the ESG targets should be ncluded n our
annual bonus scheme, our long-term ncent ve plan, or both.
PSP
Earl er th s year, the Comm ttee consulted shareholders on the
re ntroduct on of the PSP to Pol cy, not ng ts ntent on at the t me
was that awards would first be made n FY 2024. Follow ng the
nformal nd cat on by Z llah Byng-Thorne that she would l ke to
step down by the end of 2023, the Comm ttee (and Board more
generally) s keen to ensure that there rema ns a strong focus on
the Group s longer-term profitab l ty dur ng the leadersh p
trans t on process. To support th s a m, we have resolved to make a
PSP award to Penny Ladk n-Brand n February 2023 subject to
approval of the new Remunerat on Pol cy. Th s award w ll be set at
half of the CFSO s normal award level ( .e. 83.5% of salary) and, for
th s cycle only, w ll be based 100% on 3 year EPS growth. Further
deta ls of th s award are ncluded on page 104.
Zillah Byng-Thorne
On 20 September 2022, t was announced that Z llah Byng-Thorne
had nformally nd cated her ntent on to step down from the Board
by the end of calendar year 2023. The Comm ttee w ll determ ne
94 / Future plc
Corporate Governance
the appropr ate treatment of Z llah s remunerat on arrangements
once the t m ng of Z llah s leav ng has been agreed, and wh ch
shall be n accordance w th the D rectors Remunerat on Pol cy
and the terms of her employment agreement. Further deta ls w ll
be d sclosed at the appropr ate t me.
Conclusion
Ensur ng that our remunerat on approach, pract ces and outcomes
fully support our strategy s the overarch ng pr or ty for FY 2023,
part cularly as we trans t on to new leadersh p for the Company.
hope that you find th s Report a clear account of our dec s on-
mak ng process dur ng the year and the steps that the Comm ttee
has taken to address shareholder feedback rece ved both at the
last AGM and over recent years. G ven the long-term nature of our
remunerat on schemes, the Comm ttee does not th nk t s
appropr ate to make wholesale changes mmed ately. However,
through the adjustments we are mak ng to the VCP and the new
Remunerat on Pol cy we hope that shareholders can see the
d rect on of travel s br ng ng Future s remunerat on schemes
closer to what s typ cal for a FTSE Ma n Market company.
F nally, would l ke to take th s opportun ty to thank my fellow
Comm ttee members for the r contr but ons dur ng the year and
the shareholders and proxy agenc es for the r nput and
engagement dur ng th s Remunerat on Pol cy rev ew, to help
shape the new Pol cy presented n th s Report. Dur ng th s
consultat on we were pleased to be able to engage w th so many
of the Company s major shareholders. welcome all shareholders
feedback on th s report ahead of our AGM and we look forward to
rece v ng your support for our new Remunerat on Pol cy and
Annual Report on Remunerat on at our AGM on 8 February 2023.
Mark Brooker
Cha r of the Remunerat on Comm ttee
29 November 2022
Directors’ Remuneration Report
This Report has been prepared in
accordance with the provisions of the
Companies Act 2006, and Schedule 8 of
the Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 (as amended). It also
meets the requirements of the UK
Listing Authority’s Listing Rules and the
Disclosure and Transparency Rules.
Subject Matter Page
The s ngle total figure of remunerat on
for D rectors and accompany ng notes
98
D rectors nterests n share schemes 110-111
Payments to past D rectors 108
The statement of D rectors
sharehold ngs and share nterests
109
The rema n ng sect ons of the Report are
not subject to aud t.
n accordance w th the Regulat ons, the
follow ng sect ons of the Remunerat on
Report are subject to aud t
Annual Report and Accounts 2022 / 95
Remuneration at a glance
The ma n features of the Pol cy as appl ed n FY 2022 are summar sed n the table below. The table also ncludes deta ls of how the Pol cy s
ntended to apply n FY 2023 f approved by shareholders at the 2023 AGM
Element of
remuneration
Application of the Remuneration Policy
FY 2022 FY 2023
Paid over the financial year
Base salary
See page 99 for
more details
• CEO £575,000 (no change, set n FY 2020).
• CFO £355,250 from 31 October 2021, ncreased to
£362,355 (+2%) from 1 January 2022, n l ne w th the w der
workforce.
• CEO £575,000, ncreas ng to £598,000 (+4%) from 1
November 2022 n l ne w th other sen or execut ves and
below the average for the w der workforce.
• CFSO £362,355, ncreas ng to £410,000 (+13%) from 1
November 2022 as part of a two-stage phased ncrease to
reflect Penny Ladk n-Brand s ncreased respons b l t es as
Ch ef F nanc al & Strategy Off cer (see page 99).
No change to Pol cy.
Pensions and
benefits
See page 99 for
more details
• CEO 10.5% of salary from 1 October 2021, reduced to 6%
of salary from January 2022.
• CFO 6% of salary.
Benefits compr se pr nc pally car allowance, pr vate health
nsurance and l fe assurance.
• CEO 6% of salary.
• CFSO 6% of salary, reduc ng to 5% of salary from 1 January
2023.
No changes to the ava lab l ty of other benefits.
Pol cy amended to remove reference to the cap of 15% of bas c
annual salary, reflect ng that ncumbent Execut ve D rector
pens ons w ll be n l ne w th the relevant workforce rate.
Paid in the year after the relevant financial year
Annual bonus
See page 100 for
more details
Max mum opportun t es of
• CEO – 200% of salary.
• CFO – 150% of salary.
Based on Adjusted Operat ng Profit, w th any bonus payable
50% n cash n November 2022 and 50% n Future shares,
deferred for a further two years.
Awards are subject to malus and clawback (see page 116).
No change to opportun t es, overall structure or malus and
clawback prov s ons.
The performance measures for FY 2023 w ll be 90% on
Adjusted Operat ng Profit and 10% on ESG metr cs.
No change to Pol cy.
Vest at least three years after grant, subject to performance conditions, with a post-vest holding period
Value Creation
Plan
See page 101 for
more details
Follow ng the mak ng of awards under the VCP n FY 2021,
no further awards were made to the CEO n FY 2022. The
award for Penny Ladk n-Brand was ncreased (as set out on
page 101) on her promot on to CFO.
No further awards under the VCP w ll be made to Execut ve
D rectors.
VCP removed from proposed Pol cy.
Performance
Share Plan
See page 103 for
more details
No PSP awards were made to Execut ve D rectors n FY
2022 (save for the t me pro-rated re nstatement to Penny
Ladk n-Brand s 2019 PSP award, see page 103 for further
deta ls).
Subject to approval of the Pol cy, Penny Ladk n-Brand w ll be
granted an award of 83.5% of salary shortly follow ng the
2023 AGM, based 100% on three-year EPS performance (see
page 104). No PSP awards w ll be granted to Z llah Byng-
Thorne n FY 2023.
Under the rev sed Pol cy and n response to shareholder
feedback, PSP award levels w ll be defined as a mult ple
of salary (rather than a fixed number of shares) and the
except onal max mum l m t w ll be reduced.
Normal max mum annual award face value: 200% of salary
Except onal max mum annual award face value: 300% of
salary
Shareholding
requirements
See page 109 for
more details
• Z llah Byng-Thorne 400% of salary.
• Penny Ladk n-Brand 300% of salary.
No change for Z llah Byng-Thorne or Penny Ladk n-Brand.
n the proposed Pol cy, the sharehold ng requ rement for new
Execut ve D rectors w ll be set at 200% of salary.
96 / Future plc
Corporate Governance
Directors’ Remuneration Report
Remuneration across the company
The Remunerat on Comm ttee s respons ble for the remunerat on
of the Execut ve D rectors and Board Cha r and has overs ght of
sen or execut ve and all employee remunerat on pol c es. Th s
ncludes ensur ng that the Comm ttee s sat sfied that all relevant
regulatory requ rements have been compl ed w th n connect on
w th employees of Future s regulated subs d ary.
n sett ng the remunerat on of the Execut ve D rectors and other
sen or execut ves, the Comm ttee s m ndful of the mportance of
an appropr ate relat onsh p between the remunerat on pol c es and
pract ces for the Execut ve D rectors, sen or execut ves, managers
and other colleagues w th n the Group. Wh le compar son metr cs
are not used to determ ne pay pol cy, remunerat on at all levels n
Future s des gned to support ts remunerat on pr nc ples, long-
term bus ness strategy and core purpose. t s also des gned to be
cons stent w th and support the Company s core values.
The structure of reward necessar ly d ffers based on scope and
respons b l ty of role, level of sen or ty and locat on.
The table oppos te llustrates how the core elements of Execut ve
D rector, ELT and w der Future leadersh p teams pay al gn w th the
w der workforce.
1. Representing 100% of LTIP awards granted in November 2019, vesting of which was dependent on performance to 30 September 2022. See page 104 for further details.
2. Based on TSR performance between 30 September 2019 and 30 September 2022, with three-month averaging.
3. Adjustments are made to targets for material acquisitions, being those that contribute EBITDA of more than 15% of the total Group’s EBITDA for the relevant financial year. The Dennis acquisition met this
threshold but was factored into the targets when they were set. The other smaller in-year acquisitions did not meet this threshold.
2022 outcomes
Performance measure
and % payout
Threshold
3
25%
Target
3
50%
Maximum
3
100% Actual % weighting
% of maximum
achieved
Annual Bonus
Adjusted Operat ng Profit £241.8m £248.0m £279.0m £271.7m 100% 88%
Overall 88%
Performance measure
Threshold
25%
(50%)
Maximum
100%
PSP
Adjusted EPS n FY 2022 56p (7% CAGR) 62p (10% CAGR) 71p (16% CAGR) 163.5p 50% 100%
Absolute SR
2
6% per annum 15% per annum 15.1% 50% 100%
Overall 100%
Annual Report and Accounts 2022 / 97
Eligibility
Element of
remuneration
Details
Employees at all
levels
Base salary Salar es are generally rev ewed annually, tak ng nto account Company and nd v dual
performance, exper ence and respons b l t es. Future s comm tted to ensur ng UK pay for
colleagues s above l v ng wage levels, and ntroduced US t ered l v ng wage n 2021.
Benefits Employees across all levels of the bus ness are el g ble for a range of compet t ve, voluntary
benefits. For all employees, Future offers health benefits, a cycle to work scheme, unl m ted
hol day, and enhanced matern ty, patern ty and adopt on leave.
Pension Pens on plann ng s an mportant part of Future s reward strategy for all employees because
t s cons stent w th the long-term goals and hor zons of the bus ness, an approach t has
been pract s ng for a number of years. The spec fic Company offer ng d ffers by jur sd ct on.
All-employee share
plans
UK and US employees are strongly encouraged to become shareholders through the Share
ncent ve Plan (S P) or Employee Stock Purchase Plan (ESPP) and those part c pat ng are
able to express the r v ews n the same way as other shareholders.
VCP Colleagues at all levels part c pate n the VCP, wh ch was ntroduced and granted n FY 2021
(and n wh ch unallocated un ts have been awarded to new jo ners s nce that date).
Performance-related
bonus - cash
All employees below Board level are el g ble to part c pate n the profit pool, w th outcomes
based on Group performance. Max mum opportun t es vary by employee level and
jur sd ct on.
Executive
Directors and
other senior
leadership
Other long-term
incentives
Key members of the sen or management populat on are el g ble to part c pate n long-term
ncent ve arrangements. ncent ves for sen or management have an emphas s on share
awards and the performance metr cs al gn w th those used at Board level.
Executive
Directors only
Performance-related
bonus - Deferred
Annual Bonus
Scheme (DABS)
Currently only Execut ve D rectors are requ red to defer a proport on of the r performance-
related bonus nto Future shares under the DABS, wh ch supports shareholder al gnment. As
a result, Execut ve D rectors are the only part c pants n the Scheme.
Shareholding
guidelines
All employees are strongly encouraged to become shareholders to allow them to share
n the success of the Company. However, currently only Execut ve D rectors are subject to
formal sharehold ng gu del nes (both n-post and post-ex t).
Remuneration across the company
98 / Future plc
Corporate Governance
Annual report on remuneration
The follow ng sect on prov des deta ls of how the ex st ng D rectors Remunerat on Pol cy was appl ed for the year ended 30 September 2022,
and how the Comm ttee ntends to apply the proposed Pol cy n the year end ng 30 September 2023.
£'000
Year
end 30
September
(A) Basic
salary
or fees
1
(B)
Taxable
benefits
2
(C)
Annual
bonus
3
(D)
PSP
4
(E)
Pension
benefit
5
TOTAL
SINGLE
FIGURE
(A+B+E)
Total
fixed
(C+D)
Total
variable
Executive Directors
Zillah Byng-Thorne
2022 575 17 1,012 1,131 41 2,776 633 2,143
2021 575 17 1,150 6,581 67 8,390 659 7,731
Penny Ladkin-Brand
6
2022 331 11 437 565 18 1,362 360 1,002
Non-Executive Directors
Richard Huntingford
2022 206 - - - - 206 206 -
2021 202 202 202
Meredith Amdur
2022 57 - - - - 57 57 -
2021 55 55 55
Mark Brooker
7
2022 67 - - - - 67 67 -
2021 55 55 55
Hugo Drayton
8
2022 77 - - - - 77 77 -
2021 75 75 75
Rob Hattrell
2022 57 - - - - 57 57 -
2021 55 55 55
Alan Newman
9
2022 67 - - - - 67 67 -
2021 65 65 65
Angela Seymour-Jackson
10
2022 82 - - - - 82 82 -
2021 33 33 33
Former Executive Directors
Rachel Addison
11
2022 30 1 - - 2 33 33 -
2021 354 13 533 21 921 388 533
Total
2022 1,549 29 1,449 1,696 61 4,784 1,639 3,145
2021 1,469 30 1,683 7,030 88 10,300 1,587 8,713
Notes:
1. Meredith Amdur is US-based. During FY 2022 Meredith received US$73,600 (FY 2021: US$72,000 ) as remuneration (Sterling equivalent shown in the table above using the exchange of £1 = US$1.3).
2. Benefits for Executive Directors comprise principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any non-Executive Director in the year.
3. Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the DABS. Details relating to the Annual Bonus are set out on page 100.
4. The PSP figures are consistent with the approach taken in previous reports, i.e. awards are captured in the year that performance periods have ended (see page 103 for further details). 2022 figure: relates
to 100% of the PSP awards granted on 23 November 2019 which will vest on 30 November 2022 following the achievement of the absolute TSR and adjusted EPS targets for the three-year period ended 30
September 2022. The value of these awards has been calculated using the three-month average share price to 30 September 2022 of 1,683.9p. Further details relating to the PSP are set out on page 103.
2021 figure: relates to 100% of the PSP awards granted on 23 November 2018 which vested on 30 November 2021 following the achievement of the share price target and adjusted EPS target for the three-
year period ended 30 September 2021. The value of these awards has been recalculated using the spot closing price on vest date of 3,346p and is therefore different to the numbers reported in last year’s
report (which had been based on a three-month average share price to 30 September 2021).
5. Zillah Byng-Thorne, Penny Ladkin-Brand and Rachel Addison received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their entitlement
to any bonus, share-based incentive or pension entitlement.
6. Penny Ladkin-Brand was reappointed to the Board as Chief Financial Officer on 1 November 2021. Her remuneration arrangements during 2022 were in line with the prevailing Remuneration Policy and
consistent with those of her predecessor, namely; a salary of £355,250 per annum that increased 2% on 1 January 2022 ; a pension contribution (currently 6% of salary) which will be further reduced to 5% of
salary from 1 January 2023, to align with that available to new joiners under our standard employment contract; and a maximum annual bonus opportunity of 150% of salary.
7. Chair of the Remeration Committee.
8 Senior Independent Director and Chair of the Responsibility Committee.
9. Chair of the Audit and Risk Committee.
10. Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.
11. Rachel Addison stepped down from the Board on 31 October 2021. The figures shown in the table above relate to the period 1 October 2021 to 31 October 2021. Details of Rachel’s other remuneration in
connection with her cessation of employment are set out in the relevant section on page 108.
Single figure of remuneration for Directors (audited)
The table below sets out a s ngle figure for the total remunerat on rece ved for the last two financ al years by each Execut ve and non-Execut ve
D rector who served n the year ended 30 September 2022.
Annual Report and Accounts 2022 / 99
BASIC SALARY
The Comm ttee takes nto account a number of nternal and external
factors when rev ew ng salary levels. These factors nclude the
performance of Future dur ng the year, h stor c ncreases made to the
nd v dual and, to ensure a cons stent approach, the salary rev ew
pr nc ples appl ed to the rest of the organ sat on. To date, Execut ve
D rector base salar es have been del berately pos t oned below
relevant market benchmarks, acknowledg ng the s gn ficant
opportun ty offered through the VCP.
FY2022
The CEO s salary was fixed for a per od of two years n FY 2020 and
she rece ved £575,000 n FY 2022 (£575,000 n FY 2021). Rachel
Add son was an Execut ve D rector unt l 31 October 2021 and
rece ved an annual salary of £355,250 unt l her term nat on date of
31 December 2021. Penny Ladk n-Brand was appo nted as CFO and
as an Execut ve D rector on 1 November 2021, on a salary of
£355,250 per annum. She rece ved a 2% ncrease to her base salary,
n l ne w th the w der workforce, to £362,355 per annum w th effect
from 1 January 2022.
FY 2023
Z llah Byng-Thorne s salary w ll ncrease by 4% (to £598,000 per
annum), w th effect from 1 November 2022. Th s s n l ne w th other
sen or colleagues, and below the average ncrease awarded to
the workforce.
As deta led on page 93, follow ng the announcement that Penny
Ladk n-Brand s role was be ng expanded mater ally to nclude the
role of Ch ef Strategy Off cer, the Comm ttee concluded that t would
be appropr ate to rev ew Penny s salary to reflect her add t onal
respons b l t es, susta ned strong performance and her ntegral role
dur ng a per od of leadersh p trans t on.
Hav ng taken nto account these factors, the Comm ttee has
resolved to ncrease her salary to £450,000 over two years to reflect
th s broader role and that Penny s an above-med an performer. The
first of these ncreases (to £410,000) took effect from 1 November
2022, w th a second ncrease due to be made from 1 October 2023
(al gn ng w th the new financ al year), subject to the Comm ttee
sat sfy ng tself around Penny s cont nued nd v dual performance
and Group results.
PENSION AND BENEFITS
Pension entitlements
The only element of remunerat on that s pens onable s bas c annual
salary. Employer s pens on contr but ons were payable to the
Execut ve D rectors as a salary supplement. Th s add t onal cash
payment s not ncluded n determ n ng the r ent tlement to any
performance-related bonus, share-based ncent ve or pens on. The
Company had no l ab l ty n respect of the Execut ve D rectors
pens ons as at 30 September 2022. The normal ret rement age under
the scheme rules s 75.
FY 2022
Employer pens on contr but ons were payable to the Execut ve
D rectors as a salary supplement, at a rate of 10.5% of bas c annual
salary for the CEO (from 1 January 2021) reduc ng to 6% from 1
January 2022 and 6% of bas c annual salary for Penny Ladk n-Brand.
Rachel Add son rece ved a cash supplement n l eu of pens on
contr but on of 6% of bas c salary unt l her term nat on date of 31
December 2021.
FY 2023
Z llah Byng-Thorne w ll rece ve a cash supplement n l eu of pens on
contr but on of 6% of bas c annual salary. Penny Ladk n-Brand s
pens on contr but on w ll be reduced to 5% of salary from 1 January
2023, n l ne w th that ava lable to other new jo ners on our current
standard UK employment contract.
Benefits
Benefits are prov ded at an appropr ate level tak ng nto account
market pract ce at s m larly s zed compan es and the level of benefits
prov ded for other employees n the Company. Core benefits nclude
car allowance, pr vate health nsurance and l fe assurance. The
current Execut ve D rectors also have the opportun ty to part c pate
n the Company s S P on the same terms as other UK employees.
Context for remuneration decisions
The context for the Committee’s decision-making this year is
set out in the introductory letter on pages 90 to 94.
The purpose of our remuneration policy is to deliver a
remuneration package that:
• Attracts and reta ns h gh cal bre Execut ve D rectors and sen or
managers n a challeng ng and compet t ve bus ness
env ronment
• Avo ds unnecessary complex ty, del ver ng an appropr ate
balance between fixed and var able pay for each Execut ve
D rector and the sen or management team
• Encourages long-term performance by sett ng challeng ng
targets l nked to susta nable growth
• s al gned to the ach evement of the Group s object ves and
stakeholder nterests and to the del very of susta nable value to
shareholders
• Seeks to avo d creat ng excess ve r sks n the ach evement of
performance targets
• s cons stent w th the Company s purpose and values
• s commensurate w th pay cond t ons across the Group
• s al gned to the reward pr nc ples set out on page 113
• Takes nto account underly ng bus ness performance and the
w der stakeholder exper ence
All our decisions as a Remuneration Committee are framed by
this context.
100 / Future plc
Corporate Governance
ANNUAL BONUS
The Company operates an annual bonus for the Execut ve D rectors.
Max mum opportun t es are 200% of salary for the CEO and 150% of
salary for the CFSO. The Comm ttee bel eves that the overall annual
bonus structure, nclud ng opportun ty levels and deferral
mechan sm, rema ns largely appropr ate for Future at th s t me.
FY 2022
100% of the Execut ve D rector bonus opportun ty for FY 2022 was
l nked to Adjusted Operat ng Profit (AOP) performance (defined as
adjusted earn ngs before nterest and tax), w th the max mum award
be ng dependent on an overperformance vs target of 112.5%. Rachel
Add son was not el g ble to rece ve a bonus for FY 2022 reflect ng her
stepp ng down from the Board.
n accordance w th the Remunerat on Pol cy, 50% of these bonus amounts has been pa d n cash for the Execut ve D rectors, w th the rema n ng
50% to be converted to Future shares under the Deferred Annual Bonus Scheme (DABS) and deferred for two years.
DABS Awards granted during the year to 30 September 2022
Awards granted to Execut ve D rectors under the DABS dur ng the year n respect of the FY 2021 annual bonus are as set out below. The value of
these DABS awards s captured n the FY 2021 s ngle figure of remunerat on. Penny Ladk n-Brand s FY 2021 annual bonus related to her prev ous
role and so was not subject to deferral.
Actual AOP performance for the year of £271.7 m ll on exceeded
the target of £248.0 m ll on by 10% (equ valent to 27% growth on
the pr or year), result ng n a formula c outcome of 88% of
max mum for th s element.
Under the current scheme des gn, adjustments can be made to
targets for mater al acqu s t ons, defined as those that contr bute
more than 15% of the total Group s AOP for the relevant financ al
year. The Denn s acqu s t on had been factored nto these targets
when they were set. Other, smaller, n-year acqu s t ons d d not
meet the mater al ty threshold, but were rev ewed.
Performance
measure
Threshold
£m
Target
£m
Max
£m
Actual
£m
%
weighting
% of maximum
achieved
Adjusted
Operating Profit
241.8 248.0 279.0 271.7 100% 88%
Overall 100%
Executive Base Salary
Maximum
opportunity
(% salary)
Performance
outcome
(% of maximum) Bonus outcome £ …of which cash £ …of which shares
Zillah Byng-Thorne 575,000 200% 88% £1,012,000 £506,000 £506,000
Penny Ladkin-Brand 330,975 150% 88% £436,886 £218,443 £218,443
Overall 100%
Executive Director Date of award Face value Number of shares Vesting date
Zillah Byng-Thorne 9 February 2022 £575,000 19,993
The first Dealing Day after
the announcement of the
FY 2023 results
n confirm ng th s outcome, the Comm ttee took nto account the broader financ al and operat onal performance of the Group dur ng the year,
the shareholder returns generated, the exper ence of our key stakeholder groups, and the strong and effect ve leadersh p demonstrated by the
Execut ve D rectors.
1. The share price used to calculate the number of shares was £28.76 (the mid-market quote (MMQ) on 8 February 2022).
Annual Report on Remuneration
Annual Report and Accounts 2022 / 101
Executive
Director Date of award
No. of
shares Vesting date
Z llah Byng horne 25 November 2019 25,194 24 November 2021
Penny Ladk n Brand 25 November 2019 12,155 24 November 2021
DABS Awards vested during the year to 30 September 2022
Awards granted under the DABS n November 2019 n respect of the
FY 2019 annual bonus reached the end of the mandatory deferral
per od and were released to Execut ve D rectors on the first deal ng
day after the announcement of the FY 2021 results, as set out below.
The value of these DABS awards was captured n the FY 2019 s ngle
figure of remunerat on.
FY 2023
The Company w ll cont nue to operate a profit pool bonus for all
employees across the Group. The annual bonus for the Execut ve
D rectors w ll operate on a s m lar bas s to that operated for FY 2022.
The max mum opportun ty w ll rema n at 200% of salary for the CEO
and 150% of salary for the CFSO. Tak ng nto account more recent
developments n nvestor preference, we have amended the
we ght ng of the bonus scorecard go ng forward, such that 90% of
the total bonus amount s n relat on to AOP, w th the ntroduct on of
a new ESG measure, mak ng up the rema n ng 10%. For FY 2023 the
add t onal measure w ll be related to staff engagement g ven that
our success as a bus ness s closely t ed to our ab l ty to recru t,
reta n and engage a h ghly talented workforce. The ESG metr c w ll
be rev ewed on an annual bas s to ensure t rema ns appropr ate for
our strategy and the metr c used w ll be quant fiable, measurable
and, where poss ble, externally comparable. Spec fic performance
targets for the Annual Bonus are not d sclosed due to the r commerc al
sens t v ty, however t s the Comm ttee s ntent on that these w ll be
d sclosed retrospect vely n next year s report. n accordance w th the
Pol cy, 50% of any bonus earned w ll be deferred n Future shares for
two years under the DABS.
LONG-TERM INCENTIVE PLANS
Value Creation Plan (VCP)
The VCP was created as an all-employee scheme to match an
amb t ous v s on for the Group and to reward the ent re team f
they could del ver t. The ma n a ms of the VCP ncluded
• ncent v s ng a very h gh perform ng sen or leadersh p team
through an ncent ve structure that offers mean ngful reward f
the growth plan s successful
• closely al gn ng the shareholder exper ence w th reward
outcomes for our workforce and
• further strengthen ng the entrepreneur al and amb t ous culture
on wh ch Future s success s based through all employees
part c pat ng n an equ ty scheme structured on broadly
cons stent terms.
The VCP compr ses three equal tranches, based on performance
measured over three per ods, from 1 October 2020 to 30
September 2023 30 September 2024 and 30 September 2025.
For Execut ve D rectors, any shares that vest w ll be subject to an
add t onal hold ng per od. Awards under the VCP are subject to
malus and clawback prov s ons.
Un ts vest based on value created n terms of £ TSR, be ng the
growth n Future s market cap tal sat on plus net equ ty cash flows
to shareholders ( .e. d v dends plus share buybacks, less share
ssues), over and above a hurdle rate of return of 10% per annum.
Future s start ng market cap tal sat on s based on the spot clos ng
pr ce of a share on 30 September 2020. Value created at each
measurement date w ll be calculated w th reference to the
average clos ng return ndex over the three months end ng on
that date. To the extent that performance does not exceed the
hurdle on a measurement date, the relevant tranche w ll lapse n
full, mmed ately. There w ll be no re-test ng allowed.
The ult mate release of any shares earned under the VCP w ll be
subject to the Comm ttee sat sfy ng tself that the recorded
outcome s a fa r reflect on of the underly ng bus ness
performance over the per od.
Full deta ls of the mechan cs of the VCP are ncluded on page 103 of
the FY 2020 DRR.
FY 2022
The VCP un t allocat on for Penny Ladk n-Brand was ncreased on her
stepp ng back nto the role of CFO, br ng ng her overall opportun ty
nto l ne w th that set for the CFO at the outset of the VCP.
102 / Future plc
Corporate Governance
Annual Report on Remuneration
Executive Director Date of award Number of units Total units Vesting date
Penny Ladkin-Brand 9 February 2022 27,472 (first tranche) 47,472
After the publication of the full
year results for FY 2023
43,000 (second tranche) 63,000
After the publication of the full
year results for FY2024
43,000 (third tranche) 63,000
After the publication of the full
year results for FY20251
FY 2023
No further VCP un ts w ll be granted to Execut ve D rectors.
As deta led n the Cha r s Statement, follow ng the vot ng outcome
for the remunerat on resolut on at the 2022 AGM, the Comm ttee
undertook a deta led consultat on to understand shareholder
concerns w th the VCP scheme and to el c t feedback on a number of
proposed changes, nclud ng a lengthen ng of the hold ng per od for
tranche 3 of the VCP (see page 91). These changes w ll be
mplemented dur ng FY 2023, as outl ned below.
The Comm ttee has cons dered n deta l those aspects of the VCP
des gn where t has rece ved further construct ve feedback. As
descr bed n deta l n the letter at the start of th s D rectors
Remunerat on Report, we are now ntend ng to make some
changes to the mplementat on of the plan, wh ch t s hoped w ll
prov de nvestors w th suff c ent comfort to be able to support the
retent on of the n-fl ght VCP awards.
( ) ncent ve t me hor zon
The VCP cons sts of mult ple tranches w th performance and
vest ng per ods of three, four and five financ al years. Th s
approach a ms to ensure susta ned TSR performance s requ red
over mult ple years for colleagues to ach eve a max mum payout
from the scheme.
For Execut ve D rectors, any shares vest ng from tranche 1 are
requ red to be held for two years after vest ng, wh lst shares
vest ng from tranche 2 must be held for an add t onal one-year
per od ( n both cases to November 2025). Shares vest ng from
tranche 3 are subject only to a shorter hold ng per od, be ng
released on the fifth ann versary of grant n Apr l 2026. Th s overall
vest ng / hold per od profile was or g nally ntended to ensure that
the VCP al gned w th best pract ce governance expectat ons
around m n mum ncent ve hor zons and broader FTSE pract ce.
Feedback from shareholders suggests that some are concerned that
vest ng of the VCP tranches creates a cl ff-edge whereby
part c pants rece ve shares from each tranche s multaneously. As we
show n the table overleaf, th s s not the case. Vest ng from each of
tranches 1, 2 and 3 s spaced at 12-month ntervals (be ng November
2023, November 2024 and November 2025 respect vely).
After each tranche has vested there s then a hold ng per od dur ng
wh ch the part c pant cannot sell any vested shares. t should be
noted that th s s not ntended as a retent on mechan sm. Should a
part c pant leave the Company dur ng the hold ng per od, they
would normally be able to reta n the r shares (albe t st ll subject to
the restr ct on). The hold ng per ods reduce from two years for
tranche 1, to one year for tranche 2 and finally five months for
tranche 3 to reflect the longer performance per ods of these
tranches (four and five years respect vely). We des gned the hold ng
per ods such that there would be at least one publ c results
announcement from the Company between the end of the relevant
performance w ndow and the end of the hold ng per od. n the case
of tranche 1 there w ll actually be five publ c results announcements
n th s per od (FY 2023, HY 2024, FY 2024, HY 2025 and FY 2025),
for tranche 2 there w ll be three results announcements (FY 2024,
HY 2025 and FY 2025) and currently for tranche 3 there would be
one results announcement (FY 2025). These announcements are
mportant as they prov de an opportun ty to val date that the share
pr ce used for calculat ng the vest ng outcome of each tranche
(three-month average to end of the performance w ndow) s
reflect ve of susta ned bus ness performance before the shares can
be sold. G ven the feedback rece ved, we have rev ewed the hold ng
per od of tranche 3 and have extended t sl ghtly such that the
release date s after publ cat on of the half year results for FY 2026.
The key dates for each tranche can be seen n the table overleaf
1.As explained below, the post-vest hold period for tranche 3 has been extended
Annual Report and Accounts 2022 / 103
The Comm ttee bel eves that th s rev s on appropr ately reflects the
feedback rece ved from shareholders, ensur ng that each tranche s
followed by a hold ng per od wh ch covers at least two sets of
results. The Comm ttee cons ders that th s adds a further safeguard
of the susta nab l ty of the value created by reference to reported
financ al and non-financ al outcomes.
( ) S ngle performance measure
As noted above, value creat on under the VCP s calculated w th
reference to Future s absolute TSR over three performance per ods.
The use of a s ngle performance measure s s mple, but cons dered
by some nvestors to be too one-d mens onal. We also note
concerns that the use of absolute TSR potent ally rewards general
market movements ( .e. rather than the efforts of our colleagues).
n order to ensure that payouts under the scheme are appropr ate,
we des gned the VCP such that the ult mate release of any shares s
subject to the Comm ttee sat sfy ng tself that the recorded share
pr ce performance s a fa r reflect on of the underly ng performance
of the bus ness (see FY 2020 DRR, page 103). Reflect ng subsequent
feedback rece ved from nvestors, the Comm ttee can confirm that
t rema ns comm tted to prov d ng a deta led narrat ve on ts
assessment of underly ng performance n future DRRs, nclud ng
further nformat on on the range of financ al and operat onal
metr cs cons dered. We have del berately not set spec fic
performance measures or targets, preferr ng that th s
determ nat on s based on a hol st c assessment reflect ng all
relevant factors at the t me (and wh ch may evolve over the
five-year VCP term).
We also consulted on a voluntary reduct on n the opportun ty
under tranches 2 and 3 of the VCP, offered by the CEO n response
to nvestor feedback. Follow ng the announcement of the CEO s
ntent on to step down from the Board by the end of 2023 (see
page 74), the Comm ttee cons ders that any t me pro-rat ng of
awards w ll supersede an mmed ate reduct on n her outstand ng
un ts, and therefore w ll not mplement th s amendment. The
appropr ate leaver treatment w ll be agreed n due course once
not ce has been served and w ll be n l ne w th our Remunerat on
Pol cy. We ant c pate such treatment w ll result n a greater reduct on
to Z llah s VCP ent tlement than the proposal on wh ch we consulted,
and wh ch the Comm ttee therefore cons ders to be an appropr ate
mechan sm to address nvestor concerns about quantum.
Performance Share Plan (PSP)
FY 2022
As deta led n the Cha r s Statement, a port on of Penny Ladk n-
Brand s 2019 PSP opportun ty that was prev ously scaled back to
reflect her role change n 2020, was re nstated dur ng FY 2022 to
reflect her hav ng resumed the role of CFO and hav ng stepped back
nto a full-t me pos t on. The re nstated port on s as set out below
Th s re nstatement s cons dered by the Comm ttee to be fa r and
equ table, follow ng the same t me prorat ng pr nc ples as had
appl ed n or g nally reduc ng her outstand ng PSP as she moved to a
three day per week t me comm tment as Ch ef Strategy Off cer (CSO),
as shown below. The or g nal PSP award was for 41,337 shares.
Tranche
Performance
period ends Vest date
Current end
of holding
period
Revised end
of holding
period
Results
announcements
between end
of performance
window and end
of hold period
1 Sept-2023 Nov-2023 Nov-2025 Nov-2025
FY23, HY24,
FY24, HY25,
FY25
2 Sept-2024 Nov-2024 Nov-2025 Nov-2025
FY24, HY25,
FY25, FY25
3 Sept-2025 Nov-2025 Apr-2026 May-2026 FY25, HY26
Executive Director Date of award
Shares
granted
Market
value on
date of
award
Penny Ladkin-Brand 9 Sept 2022 5,870 £96,738
Role
Time
commitment
(% FTE) (A) From To
% of period
in role (B)
Applied
to original
2019
award
(41,337 x A
x B)
CFO 100%
25 Nov 2019 31 May 2020 17.25% 7,130
CSO 60%
1 Jun 2020 1 Nov 2022 82.75% 20,524
Reduced
award
27,654
Original time prorating calculation
Role
Time
commitment
(% FTE) (A) From To
% of period
in role (B)
Applied
to original
2019
award
(41,337 x A
x B)
CFO 100%
25 Nov
2019
31 May
2020
17.25% 7,130
CSO 60%
1 Jun 2020 31 Oct 2021 47.25% 11,719
CFO
100%
1 Nov-2021
25 Nov
2022
35.50% 14,675
Revised
award
33,524
(+5,870)
Revised time prorating calculation:
104 / Future plc
Corporate Governance
Annual Report on Remuneration
As h ghl ghted n the ntroductory letter on page 92 we d scussed
th s adjustment to Penny Ladk n-Brand s 2019 PSP award w th our
shareholders as part of the consultat on. An overwhelm ng major ty
of nvestors are support ve of the adjustment to Penny s 2019 PSP
award. They v ew t as a strong s gnal by the organ sat on that we
w ll support employees who w sh to return to full-t me work and a
true appl cat on of our DE& pol cy.
No PSP awards were granted to Z llah Byng-Thorne dur ng FY 2022.
Performance cond t ons attached to 2019 PSP awards were tested
to 30 September 2022. Over the three-year performance per od,
the Company s adjusted EPS growth and absolute TSR
performance (each represent ng 50% of the award) exceeded the
targets set at grant.
As w th the annual bonus, n confirm ng th s outcome the
Comm ttee took nto account the broader financ al and operat onal
performance of the Group over the three-year performance per od,
the strong returns generated for shareholders and the effect ve
leadersh p demonstrated by the Execut ve D rectors. Accord ngly,
these awards w ll vest n full on 30 November 2022, and w ll
thereafter be subject to a mandatory two-year hold ng per od
Measure Targets Outcome Vesting
Adjusted
EPS for year
ended 30
September
2022
0% vesting below 7% CAGR (56p)
25% vesting for 7% CAGR (56p)
50% vesting for 10% CAGR (62p)
100% vesting for 16% CAGR (71p)
Straight-line vesting between
these points
51% CAGR
163.5p
100%
Absolute TSR
(between 30
September
2019 and 30
September
2022, with
three-month
averaging)
0% vesting below 6% p.a.
25% vesting for 6% p.a.
100% vesting for 15% p.a.
Straight-line vesting between
these points
15.1% p.a. 100%
Executive
Shares
subject to
award
Performance
outcome (% of
maximum)
Share price
on vesting
1
PSP
outcome
Zillah Byng-Thorne 67,185 100% 1,683.9p £1,131,328
Penny Ladkin-Brand 33,524 100% 1,683.9p £564,511
1. three-month average share price to 30 September 2022.
The value attr butable to share pr ce apprec at on above the share
pr ce at the date of grant (1,480p) was c.£137,000 for Z llah
Byng-Thorne (c.12% of the total value reported) and c.£68,355 for
Penny Ladk n-Brand (c.12% of the total value reported). The
Comm ttee has not exerc sed any d scret on n respect of th s share
pr ce apprec at on.
FY 2023
Earl er th s year, the Comm ttee consulted shareholders on the
re ntroduct on of the PSP to Pol cy, not ng ts ntent on at the t me
was that awards would first be made n FY 2024. Follow ng the
nformal nd cat on by Z llah Byng-Thorne that she would l ke to
step down by the end of 2023, the Comm ttee (and Board more
generally) s keen to ensure that there rema ns a strong focus on
the Group s longer-term profitab l ty dur ng the leadersh p
trans t on process. To support th s a m, we have resolved to make a
PSP award to Penny Ladk n-Brand n February 2023 follow ng
approval of the new Remunerat on Pol cy. Th s award w ll be set at
half of the CFSO s normal award level ( .e. 83.5% of salary) and, for
th s cycle only, w ll be based 100% on three year EPS growth to FY
2025. Deta ls of the targets apply ng to th s award – wh ch were set
hav ng cons dered a range of relevant nternal and external reference
po nts – are ncluded n the table below
Measure Target Vesting outcome
1
Adjusted EPS for year
ended 30 September
2025
Below 176p
176p
189p
200p
0%
25%
50%
100%
1. Straightline vesting between these points.
These targets represent underly ng EPS CAGR of 5% at threshold
vest ng, 7.5% at 50% vest ng and 10% at max mum vest ng. The
spec fic EPS targets have been set recogn s ng the negat ve mpact
expected over the performance per od from r s ng corporat on tax and
nterest rates. n the current econom c cl mate the Comm ttee bel eves
these targets are appropr ately stretch ng.
Z llah Byng-Thorne w ll not rece ve a PSP award dur ng FY 2023.
Annual Report and Accounts 2022 / 105
Percentage change in remuneration of Directors and employees
As requ red under the report ng regulat ons, the Comm ttee
rev ews the year-on-year change n the level of Board D rector
salar es, fees, taxable benefits and bonus payments, compared
w th the w der workforce. Th s analys s w ll be bu lt up over t me to
d splay a five-year h story.
The analys s s based on the average earn ngs per employee n
order to avo d d stort ons to the Group s total wage b ll because of
the movements n the number of employees. The comparator
group used s all Future employees, although as noted below, a
change n the geograph c m x of our workforce has resulted n a
decrease n average all employee remunerat on. For FY 2021 the
percentage ncreases reported for certa n D rectors reflect
voluntary reduct ons taken n FY 2020.
Director
1
Basic salary/fee
2
Taxable benefits Bonus
3
Executive Directors FY 2022 FY 2021 FY 2020 FY 2022 FY 2021 FY 2020 FY 2022 FY 2021 FY 2020
Z llah Byng horne 0% 26% (4)% 0% 0% 0% (12)% 21% 33%
Penny Ladk n Brand N/A N/A 8% N/A N/A 0% N/A N/A 53%
Rachel Add son 0%
1%
N/A 0%
0%
N/A (100)%
2%
N/A
Non-Executive Directors
R chard Hunt ngford 2% 42% 18% N/A N/A N/A N/A N/A N/A
Mered th Amdur 4% 2% N/A N/A N/A N/A N/A N/A N/A
Mark Brooker 22% N/A N/A N/A N/A N/A N/A N/A N/A
Hugo Drayton 3% 19% 19% N/A N/A N/A N/A N/A N/A
Rob Hattrell 4% 20% 2% N/A N/A N/A N/A N/A N/A
Alan Newman 3% 23% 6% N/A N/A N/A N/A N/A N/A
Angela Seymour Jackson 29% N/A N/A N/A N/A N/A N/A N/A N/A
All employees
4
(2)% (6)% (1)% 13% (6)% 3% (35)% (28)% 0%
Notes:
1. Salary/fees for FY 2020 reflect the voluntary temporary reductions of 20% in March (half of month), April and May 2020. Remuneration for any part-year served has been annualised for comparison purposes.
2. Changes in Directors and roles during the FY 2021 and FY 2022 financial years were as follows:
• Mark Brooker was appointed to the Board as a non-Executive Director on 1 October 2020 and Chair of the Remuneration Committee on 1 October 2021.
• Hugo Drayton stepped down as Chair of the Remuneration Committee on 1 October 2021 and was appointed as Chair of the Responsibility Committee on 1 October 2021.
• Angela Seymour-Jackson was appointed to the Board as a non-Executive Director on 22 February 2021 and as Chair of GoCompare.Com Limited on 1 June 2021.
• Rachel Addison stepped down from the Board on 31 October 2021.
• Penny Ladkin-Brand was appointed to the Board as CFO on 1 November 2021.
3. The figures shown are reflective of any bonus earned during the respective financial year. Non-Executive Directors are not eligible to participate in the bonus scheme.
4. As a result of acquisitions during FY 2021 a higher proportion of employees are now based in the UK rather than the US and in lower cost locations outside of London. This change in geographic mix of the
employee population has resulted in an overall decrease in all-employee remuneration including bonus.
Relative importance of spend on pay
The relat ve mportance of spend on pay for the bus ness s shown n the table below.
Group operating costs
excluding Group pay
& exceptional costs:
£307.5m
The chart above shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid to all employees compared
to the total operating costs for the Group excluding exceptional costs and remuneration, investment in capital expenditure, EBT share purchase, and distributions
to shareholders. These are considered to be the areas of material outgoings for the Group relating to core performance. Figures are derived from the Group’s
consolidated financial statements. Distribution to shareholders figures in the table relate to the dividends paid (or payable) for the FY 2021 and FY 2022 financial
years being, respectively, (i) the 2.8p final dividend for the FY 2021 financial year paid in February 2022; and (ii) the 3.4p final dividend proposed for the FY 2022
financial year, payable in February 2023. The dividend figure of £4.1m in the chart above is based on the issued share capital of 120.9m at 30 September 2022.
Group pay:
£189.1m
(+21%)
Group pay:
£156.6m
Acquisition of own shares:£7.9m (+61%)
Acquisition of own shares:£4.9m
Distributions to shareholders: £4.1m (+21%)
Distributions to shareholders: £3.4m
0 300 600 900
2022
2021
Capital expenditure: £11.6m (+5%)
Capital expenditure: £11.1m
Group operating costs
excluding Group pay &
exceptional costs:
£429.8m (+40%)
106 / Future plc
Corporate Governance
Pay level CEO Lower quartile (P25) Median (P50) Upper quartile (P75)
Salary
£575,000 £24,461 £31,628 £40,957
Single figure of remuneration
£2,776,000 £26,711 £32,378 £42,457
Annual Report on Remuneration
CEO pay ratio
UK report ng regulat ons requ re compan es w th 250 employees or
more to publ sh nformat on on the pay rat o of the CEO to UK
employees, and to bu ld th s up over t me unt l t covers a roll ng
10-year per od. n l ne w th th s requ rement, the table below adds
to the FY 2021 analys s the rat o of CEO total pay to that of three
employees nd cat ve of lower quart le (P25), med an (P50) and
The Comm ttee has opted to use data already ava lable from the
gender pay report ng as the bas s for dent fy ng employees at P25,
P50 and P75 ( Opt on B ). Th s excludes pens on. We bel eve th s
prov des a reasonable est mate for employees pay at these levels
w th n the organ sat on.
nd v duals pos t oned at each quart le were dent fied us ng the
most recent gender pay gap report n 2022 (wh ch uses data from 5
Apr l 2021). Total full-t me equ valent remunerat on for each of
these nd v duals was then calculated on the same bas s as used n
the s ngle figure table for the CEO. All figures are total amounts
upper quart le (P75) pay rece ved dur ng the financ al year ended
30 September 2022 and ncludes bas c salary, benefits, pens on
contr but ons, and the value rece ved from ncent ve plans. On
average the Future plc Group employed 2,274 UK employees
dur ng the financ al year ended 30 September 2022.
pa d to full-t me employees. Total compensat on figures have been
checked to ensure the employees dent fied are representat ve of
pay at these levels n the organ sat on. The data po nts are
reflect ve of our Company structure and types of roles across the
organ sat on and accord ngly the Comm ttee bel eves the med an
pay rat o for FY 2022 s cons stent w th the pay, reward and
progress on pol c es for the Company s UK employees taken as
a whole.
A summary of the salar es and total s ngle figures of remunerat on
for the relevant nd v duals n FY 2022 s ncluded n the table below
Financial year Calculation methodology Lower quartile (P25) Median (P50) Upper quartile (P75)
2022 Option B
104:1 86:1 65:1
2021 Option B
311:1 240:1 184:1
2020 Option B
107:1 84:1 66:1
Fees for non-Executive Directors and the Chair
Non-Execut ve D rectors do not part c pate n any of the Company s
share ncent ve arrangements, nor do they rece ve any benefits.
Fees are rev ewed annually, n l ne w th the w der workforce, w th
the Board Cha r s fees set by the Comm ttee, and those for the
non-Execut ve D rectors set by the Board as a whole. The rates for
the Cha r s and non-Execut ve D rectors fees are
Fees effective from 1 March 2021 Fees effective from 1 January 2022 Fees effective from 1 November 2022
Base fees
Board Cha r £203,000 £207,060 £207,060
Non-Execut ve D rector
2
£55,825 £56,940 £59,218
Additional fees
Sen or ndependent D rector £10,000 £10,000 £10,400
Aud t and R sk Comm ttee Cha r £10,000 £10,000 £10,400
Remunerat on Comm ttee Cha r £10,000 £10,000 £10,400
Respons b l ty Comm ttee Cha r £10,000 £10,000 £10,400
GoCompare.Com L m ted Cha r £25,000 £25,000 £26,000
GoCompare.Com Consumer Champ on NED fee - £15,000 £15,600
1. Richard Huntingford has waived his increase in fees that was proposed to be effective from 1 November 2022.
2. Meredith Amdur is paid in US$ and for FY 2023 this will be subject to a fixed exchange rate of £1=US$1.2
During 2021 the CEO had a large number of shares vest which, as a result of Future’s strong share
price performance, increased the reported pay ratio.
Annual Report and Accounts 2022 / 107
Review of past performance
Th s graph shows a compar son of Future s total shareholder return
(share pr ce growth plus d v dends) w th that of the FTSE All-Share
Med a ndex and the FTSE M d 250 ndex (exclud ng nvestment
trusts). The FTSE All-Share Med a ndex was selected as t prov des
The table below shows the CEO s s ngle figure of remunerat on and var able pay outcomes over the same per od as the graph above.
a compar son of Future s performance relat ve to the other
compan es n ts sector, wh lst the FTSE M d 250 ndex s shown to
reflect the Group hav ng moved up to a Prem um L st ng and ts
nclus on n the FTSE250 ndex dur ng 2019.
Mark Wood Zillah Byng-Thorne
Year FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022
CEO s ngle figure of
remunerat on £ 000
£331 £306 £471 £347 £5,425 £10,881 £5,678 £3,685 £8,390 £2,776
Annual Bonus
(% of Max mum)
0% 20% 36% 0% 88% 100% 100% 100% 100% 88%
PSP Vest ng
(% of Max mum)
0% 0% 0% 0% 100% 100% 100% 100% 100% 100%
Total Shareholder Return
(Value of £100 nvested on 30 September 2012)
Future plc FTSE Mid 250 Excluding Investment Trust Index FTSE All-Share Media Index GBP
£500
£1,000
£1,500
£2,000
£2,500
£3,000
Sep 12 Sep 13 Sep 14 Sep 15 Sep 16 Sep 17 Sep 18 Sep 19 Sep 20 Sep 21 Sep 22
£0
Value of £100 invested at 30 September 2012
Notes:
1. The first awards granted to Mark Wood under the PSP were granted in January 2012 and lapsed on 18 January 2015, since the relevant performance criteria were not met.
2. The first awards granted to Zillah Byng-Thorne under the PSP were granted in December 2013 and lapsed on 16 December 2016, as the relevant performance criteria were not met.
3. The single figure for Zillah Byng-Thorne for 2014 includes five months of her CFO’s salary and six months of her salary as CEO.
4. Zillah Byng-Thorne waived her performance-related bonus for 2016.
5. Zillah Byng-Thorne received a transaction bonus of £350,000 following the successful completion of the Imagine acquisition in October 2016. The right to a performance-related bonus was waived in
2016 as a result of this transaction bonus being paid. The 88% in the table reflects the combination of this transaction bonus, the profit pool bonus which was awarded as a result of EBITDA performance
achieved for 2017 and the further bonus of 50% of current salary (to be satisfied in shares that must be held for at least one year) for the achievement of 2017 target EBITDA.
6. FY 2021 figures restated to reflect the share price at date of vest for PSP awards granted in November 2018.
108 / Future plc
Corporate Governance
Annual Report on Remuneration
Payments to past Directors (audited)
Chief Financial Officer
As set out n last year s report, Rachel Add son stepped down as
CFO and from the Board of D rectors on 31 October 2021. n
add t on to the amounts ncluded n the s ngle figure table on page
98, Rachel rece ved the follow ng payments dur ng FY 2022, wh ch
are as set out n last year s report
• £64,802 compr s ng salary and contractual benefits ( nclud ng
pens on and car allowance) over the per od 1 November to 31
December 2021 when she rema ned an employee on Garden
Leave and
• £118,417 compr s ng contractual payments over the balance of
her not ce per od, pa d monthly n four nstalments (January
- Apr l 2022).
Rachel s share plan awards were treated as follows
• PSP (FY 2020) vested n full on term nat on (17,222 shares)
• DABS (FY 2020) accelerated and vested n full on term nat on
(4,994 shares) and
• Of the 63,000 VCP un ts per tranche awarded, 25,830 un ts from
tranche 1 d d not lapse, wh lst the rema nder of tranche 1 un ts
(37,170) together w th all tranche 2 (63,000) and tranche 3
(63,000) un ts, lapsed on term nat on.
All outstand ng share awards rema n subject to the or g nal vest ng
cond t ons and t mescales, as well as malus and clawback.
As noted n the Cha r s Statement on page 91, the Comm ttee
recogn ses that ts dec s ons around the leaver treatment of Rachel
Add son contr buted to the low vote at the 2022 AGM.
Wh lst Rachel Add son s leaver arrangements were reported last
year and voted on at the 2022 AGM, the Comm ttee felt t was
mportant to prov de add t onal transparency on the dec s ons n
th s year s DRR. Th s s n d rect response to feedback from our
shareholders. The Comm ttee dev ated from the default good
leaver treatment for Rachel s outstand ng ncent ves n a number
of ways. On the VCP, the Comm ttee elected to ent rely lapse the
four- and five-year tranches, allow ng Rachel to reta n a t me
prorated nterest only n the three-year tranche. Th s was an
appl cat on of downwards d scret on (by laps ng Rachel s
ent tlement to value created by the Group over the longer-term
follow ng her departure) compared to the default appl cat on
env saged by the Plan rules approved by shareholders n 2021
(wh ch proposed that a good leaver would ord nar ly reta n a t me
pro-rated ent tlement n all three VCP tranches). t also freed up a
mater al number of un ts n the VCP to be awarded to other
part c pants to recogn se the r contr but on to Future s success. Set
aga nst th s use of downwards d scret on, the Comm ttee resolved
to d sapply t me pro-rat ng for the 2019 PSP, and to accelerate
vest ng of th s award. Th s dec s on was framed by the context of
over two-th rds of the PSP vest ng per od hav ng already elapsed,
and w th performance at that date far exceed ng the targets
apply ng to the awards. The Comm ttee also dec ded to pay the FY
2021 annual bonus wholly n cash, rather than requ r ng deferral of
50% of the amount earned n Future shares.
The Comm ttee recogn ses that the overall leaver treatment appl ed
for Rachel Add son was unusual, but rema ns sat sfied that the
relat ve value of upwards d scret on on the 2019 PSP (est mated to be
c. £292k at the date the dec s on was taken) was more than offset by
the value of downwards d scret on appl ed to the VCP (c.£974k at the
date the dec s on was taken). We cons dered t to be both fa r and
appropr ate n the c rcumstances, but recogn se that the manner n
wh ch we commun cated the use of d scret on n the Remunerat on
Report was nsuff c ently clear, and thereby fa led to convey to
shareholders the commerc al rat onale to support the dec s on.
Incentive Approach Awards retained
Share price on date
of announcement
(4 October 2021)
Expected vest for
performance
Implied value of awards
PSP Default good leaver 9,089 £35.90 100% £326k
Actual 17,222 £618k
Value of upwards discretion
( .e. actual less default)
+£292k
Incentive Approach Units retained
Share price on date of
announcement
(4 October 2021)
VCP aggregate
embedded gain at time
Implied value of units at
time
VCP (T1) Default good leaver 25,830 £35.90 £42.1m £1,129k
Actual 25,830 £1,129k
VCP (T2) Default good leaver 19,688 £35.90 £31.9m £641k
Actual 0 -
VCP (T3) Default good leaver 15,750 £35.90 £20.7m £332k
Actual 0 -
Value of downwards discretion
( .e. actual less default)
-£974k
Annual Report and Accounts 2022 / 109
Statement of Directors’ shareholding and share interests (audited)
We also accept the expectat on expressed by shareholders that
any bonus payable to a depart ng Execut ve D rector should
cont nue to be part deferred nto equ ty n l ne w th the default
prov s ons of the Pol cy and w ll seek to do so go ng forward
subject to the c rcumstances of that departure.
The Comm ttee bel eves that reta n ng flex b l ty n the Pol cy
around the treatment of leavers s both prudent and al gned w th
market pract ce. t also prov des us w th the means to act n the
The Company has a pol cy on share ownersh p by Execut ve
D rectors (as amended w th effect from the 2021 AGM) under wh ch
Z llah Byng-Thorne s requ red to bu ld up a hold ng of shares of
400% of salary and Penny Ladk n-Brand s requ red to bu ld up a
hold ng of shares of 300% of salary over a five-year per od from
appo ntment. Z llah Byng-Thorne and Penny Ladk n-Brand both
currently meet th s requ rement.
best nterests of the Company and shareholders, by tak ng nto
account at the t me the spec fic c rcumstances of each case. Equally,
we take on board the feedback rece ved and are comm tted to
dev at ng from the default treatment for depart ng execut ves only
n truly except onal c rcumstances, mak ng sure to clearly expla n
the underly ng rat onale for any such dec s on. The Comm ttee
would l ke to confirm that the approach taken n relat on to Rachel
Add son s outstand ng ncent ves s not nd cat ve of a precedent for
any future leavers, nclud ng n comparable c rcumstances to these.
n respect of Z llah Byng-Thorne, the relevant five-year per od
commenced on 1 November 2013 and ended on 31 October 2018. As
at 30 September 2022, Z llah Byng-Thorne had a hold ng of 256,100
shares wh ch, at the share pr ce on the same date, were worth
£3,380,520 (588% of salary).
n respect of Penny Ladk n-Brand, the per od commenced on 1
November 2021, the date upon wh ch she rejo ned the Board. As at
30 September 2022, Penny Ladk n-Brand had a hold ng of 158,053
shares wh ch, at the share pr ce on the same date, were worth
£2,086,300 (576% of salary).
Directors in office at 30
September 2022
1
Balance as at 30
September 2021
2
Purchases during
the year
Share scheme
exercises during
the year
Sales during the
year
Balance as at 30
September 2022
3
Executive Directors
Zillah Byng-Thorne
4
267,746 8,703 130,000 (150,349) 256,100
Penny Ladkin-Brand
5
150,915 7,138 - - 158,053
Non-Executive Directors
Richard Huntingford
24,500 - - - 24,500
Meredith Amdur
385 - - - 385
Mark Brooker
1,500 - - - 1,500
Hugo Drayton
2,376 - - - 2,376
Rob Hattrell
- - - - -
Alan Newman
8,750 - - - 8,750
Angela Seymour-Jackson
3,145 - - - 3,145
Total
459,317 15,841 130,000 (150,349) 454,809
Notes:
1. All holdings are beneficial.
2. Or on appointment, if later
3. Details of the share options and awards for Executive Directors are set out on page 110. No such options or awards are granted to non-Executive Directors.
4. On 14 December 2021, Zillah Byng-Thorne exercised her award over 130,000 Ordinary shares from the award which had vested on 25 November 2020 and subsequently sold these on the same day at a
price of £35.78 per Ordinary share. On the same date she sold an additional 20,349 shares at a price of £35.78 per Ordinary share. Max Thorne (husband of Zillah Byng-Thorne) sold 62,050 shares at a price
of £35.78 on 14 December 2021. On 3 February 2022 Zillah Byng-Thorne purchased 7,427 shares at a price of £31.42 .On 22 September 2022 Zillah Byng-Thorne purchased 1,276 shares at a price of £14.35 and
Max Thorne (husband of Zillah Byng-Thorne) purchased 2,100 shares at a price of £13.83 per Ordinary Share.
5. On 22 September 2022 Penny Ladkin-Brand bought 7,138 shares at a price of £13.87 per Ordinary Share.
110 / Future plc
Corporate Governance
Annual Report on Remuneration
Executive Director shareholdings
Directors’ interests in share schemes (audited)
Deta ls of un ts, opt ons and other share ncent ves held by Execut ve D rectors and movements dur ng the year are set out n the tables below
Zillah Byng-Thorne
1000%
750%
500%
250%
0%
Percentage of salary
400%
Required Holding Actual Holding
Penny Ladkin-Brand
1000%
750%
500%
250%
0%
Percentage of salary
300%
Required Holding Actual Holding
DABS
Director Date of grant
End of
deferral period
Balance at
1 Oct 2021
Granted
during the year
Released during
the year
Balance at
30 Sept 2022
Z llah Byng-Thorne
25 Nov 2019
F rst deal ng day after the
announcement of the FY
2021 results
25,194 - - 25,194
17 Dec 2020
F rst deal ng day after the
announcement of the FY
2022 results
27,111 - - 27,111
9 Feb 2022
F rst deal ng day after the
announcement of the FY
2023 results
- 19,993 - 19,993
Total
52,305
19,993
-
72,298
Penny Ladk n-Brand
25 Nov 2019
F rst deal ng day after the
announcement of the FY
2021 results
12,155 - - 12,155
17 Dec 2020
F rst deal ng day after the
announcement of the FY
2022 results
9,988 - - 9,988
Total 22,143 - - 22,143
588%
576%
Annual Report and Accounts 2022 / 111
PSP
The key features of the VCP are as set out on page 101.
Director
Date of
grant
1
Earliest
exercise
date
Expiry
date
Exercise
price per
share (p)
Balance at
1 Oct 2021
Granted
during the
year
Vested
during the
year
Exercised
during the
year
Balance
at 30 Sept
2022
Z llah Byng-Thorne
24 Nov 2017
First dealing
day after the
announcement of
the FY 2020 results
24 Nov 2027 N l 134,345 - - (130,000) 4,345
23 Nov 2018
First dealing
day after the
announcement of
the FY 2021 results
23 Nov 2028 N l 196,687 - 196,687 - 196,687
25 Nov 2019
First dealing
day after the
announcement of
the FY 2022 results
25 Nov 2029 N l 67,185 - - - 67,185
Total 398,217 - 196,687 (130,000) 268,217
Penny Ladk n-Brand
3
23 Nov 2018
First dealing
day after the
announcement of
the FY 2021 results
23 Nov 2028 N l 76,344 - 76,344 - 76,344
25 Nov 2019
First dealing
day after the
announcement of
the FY 2022 results
25 Nov 2029 N l 27,654 - - - 27,654
9 Sept 2022
5
First dealing
day after the
announcement of
the FY 2022 results
25 Nov 2029 N l - 5,870 - - 5,870
Total 103,998 5,870 76,344 - 109,868
Notes:
1. Awards granted since November 2018 are subject to a mandatory two-year holding period following vesting.
2. Details of awards vesting during the year were set out in last year’s report.
3. On 1 November 2021 Penny Ladkin-Brand was appointed to the Board as an Executive Director.
4. All outstanding awards were converted to nil-cost options as at 20 November 2020.
5. This was a deed of amendment rather than a grant, please see page 103 for further information.
VCP
Director
Date of
grant
Vesting
date
Balance as at 1
October 2021
Granted during
the year
Released during
the year
Balance as at
30 September
2022 Holding period
Z llah Byng-Thorne 14 Apr 2021
The first Dealing
Day after the
announcement of
the FY23 results
140,000 - - 140,000
Any shares awarded in respect
of tranche 1 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY24 results
140,000 - - 140,000
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory additional one-year
holding period after vesting (to
November 2025)
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY25 results
140,000 - - 140,000
Any shares awarded in respect
of tranche 3 will be subject to
a further holding period until
after publication of the half year
results for FY 2026
Penny Ladk n-Brand 14 Apr 2021
The first Dealing
Day after the
announcement of
the FY23 results
20,000 - - 20,000
Any shares awarded in respect
of tranche 1 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
9 Feb 2022 - 27,472 - 27,472
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY24 results
20,000 - - 20,000
Any shares awarded in respect
of tranche 2 will be subject to a
mandatory additional one-year
holding period after vesting (to
November 2025)
9 Feb 2022 - 43,000 - 43,000
14 Apr 2021
The first Dealing
Day after the
announcement of
the FY25 results
20,000 - - 20,000
Any shares awarded in respect
of tranche 3 will be subject to
a further holding period until
after publication of the half year
results for FY 2026
9 Feb 2022 - 43,000 - 43,000
Total
112 / Future plc
Corporate Governance
Annual Report on Remuneration
Governance
The Comm ttee s respons ble for determ n ng the overall
remunerat on pol cy of the Group, and n part cular
• Determ n ng the appropr ate bas c annual salar es, ncent ve
arrangements and terms of employment of Execut ve D rectors
• Mon tor ng and rev ew ng the level and make-up of the
remunerat on packages of sen or managers, nclud ng bonus
schemes and share-based ncent ves, and ensur ng that
remunerat on pol c es and pract ces do not encourage
excess ve r sk-tak ng
• Sett ng the Board Cha r s remunerat on and
• Approv ng the terms of any new share-based ncent ve scheme
for any employees of the Group, subject, where appropr ate, to
shareholder approval.
The terms of reference of the Remunerat on Comm ttee, rev ewed
annually, are ava lable on the Company s webs te (www.futureplc.
com).
Advisers
The Comm ttee s nformed of key developments and best pract ce n
the field of remunerat on and obta ns adv ce from ndependent
external consultants, when requ red, on nd v dual remunerat on
packages and execut ve remunerat on pract ces n general.
Ellason LLP are the Comm ttee s ndependent adv ser and were
appo nted by the Comm ttee n January 2021 n place of Mercer Ltd to
prov de regulatory gu dance, adv ce on remunerat on trends and
adv ce on other remunerat on matters dur ng the year. Fees pa d to
Ellason for serv ces prov ded to the Comm ttee dur ng the financ al
year were £59,393 (2021 £33,400 and £7,263 to Mercer and Ellason
respect vely) on the bas s of t me and mater als.
Ellason does not prov de any other serv ces to the Group or any of the
D rectors and the Comm ttee s sat sfied that Ellason rema ns
ndependent. Ellason s a member and s gnatory to the Remunerat on
Consultants Code of Conduct (www. remunerat onconsultantsgroup.
com) wh ch requ res that the r adv ce be object ve and mpart al.
Shareholder voting
The table shows the results of the adv sory vote on the FY 2021
Remunerat on Report at the 2022 AGM and the b nd ng vote on the
Remunerat on Pol cy at the 2021 AGM.
The Company publ shed a statement follow ng the 2022 AGM and
publ shed an update to that statement on ts webs te on 20 July 2022.
The Comm ttee s response to th s feedback s covered n more deta l
n the Cha r s Statement on page 90. As set out n the Statement,
the Comm ttee cont nues to mon tor evolv ng best pract ce on
remunerat on matters, and welcomes d alogue w th shareholders
on an ongo ng bas s.
Dilution
Awards under Future plc ncent ve plans may be sat sfied by
treasury shares or the ssue of new shares or the purchase of
shares n the market.
Under nvestment Assoc at on gu del nes, the ssue of new shares
or re ssue of treasury shares under a plan, when aggregated w th
awards under all of a company s other schemes, must not exceed
10% of the ssued ord nary share cap tal (adjusted for share
ssuance and cancellat on) n any roll ng ten-year per od. As at 30
September 2022 th s l m t had not been exceeded (9.5%). n 2021
the Comm ttee re nstated a secondary, 5% n 10 years d lut on
l m t (wh ch had prev ously been wa ved w th shareholder approval
when Future moved to a Standard l st ng n 2015), to apply
prospect vely for any future d scret onary awards as the
Comm ttee recogn ses th s s n l ne w th generally-accepted
pr nc ples of good governance. As at 30 September 2022 th s l m t
had not been exceeded (0.4%).
Remuneration Report FY 2021 Remuneration Policy
For
( nclud ng d scret onary)
44,450,501 (44.56%) 53,001,306 (64.24%)
Against 55,313,381 (55.44%) 29,503,129 (35.76%)
Total votes cast
(exclud ng w thheld votes)
99,763,882 (82.59% of the total vot ng
r ghts)
82,504,435 (84.18% of the total vot ng r ghts)
Votes withheld 5,003,951 4,511,607
Annual Report and Accounts 2022 / 113
Remuneration Principles
Clarity
Code prov s on: Remunerat on
arrangements should be
transparent and promote effect ve
engagement w th shareholders
and the workforce
• Our Pol cy s des gned to be susta nable and s mple. t supports and rewards d l gent and effect ve stewardsh p that
s v tal to the del very of Future s core purpose of chang ng people s l ves through shar ng our knowledge and
expert se w th others, mak ng t easy and fun for them to do what they want and our strategy of creat ng value for
shareholders and all stakeholders.
• he proposed Pol cy s largely unchanged from that prev ously approved by shareholders. t s already embedded
nto the bus ness and s well understood by part c pants and shareholders al ke. he one major update the removal
of the VCP go ng forward serves to s mpl fy our overall approach to execut ve remunerat on and respond to
shareholder feedback on the leveraged and one off nature of the VCP opportun ty.
• he Pol cy clearly sets out the terms under wh ch t can be operated nclud ng appropr ate l m ts n terms of quantum,
the measures wh ch can be used and d scret ons wh ch could be appl ed f appropr ate.
• ransparency n approach rema ns a cornerstone of our Pol cy. Deta led d sclosure of the relevant performance
assessments and outcomes s prov ded at the appropr ate t me n the sp r t of transparency for shareholders.
Simplicity
Code prov s on: Remunerat on
structures should avo d complex ty
and the r rat onale and operat on
should be easy to understand.
• he Company operates an approach to remunerat on that s s mple to understand and fam l ar to key stakeholders.
ts structure s s mple and compr ses three key elements:
F xed element: compr s ng base salary, taxable benefits and a pens on allowance
Short term element: an annual performance related bonus w th relevant targets measured over the financ al year,
pa d half n cash and half n shares deferred for a two year per od and
Performance share element: based on three year performance and normally released no earl er than five years
from grant.
• No complex or art fic al structures are requ red to operate the plans.
• We expla n our approach to pay clearly and s mply.
Risk
Code prov s on: Remunerat on
arrangements should ensure
reputat onal and other r sks from
excess ve rewards, and
behav oural r sks that m ght ar se
from target based ncent ve plans,
are dent fied and m t gated.
• Appropr ate l m ts are st pulated n the Pol cy and w th n the respect ve plan rules.
• he Comm ttee also has appropr ate d scret ons to overr de formula c outturns under the ncent ve plans.
• Regular nteract on w th the Aud t and R sk Comm ttee and the Respons b l ty Comm ttee ensures relevant r sk
factors and appropr ate ESG targets are cons dered when sett ng or assess ng performance targets.
• Clawback and malus prov s ons are n place across all ncent ve plans and the tr ggers for these prov s ons have been
recently rev ewed and strengthened.
• arget metr cs for our long term ncent ve schemes w ll be selected to prov de a balance between financ al measures
and shareholder returns, reduc ng the rel ance on any one metr c.
Predictability
Code prov s on: he range of
poss ble values of awards to
nd v dual d rectors and any other
l m ts or d scret ons should be
dent fied and expla ned at the
t me of approv ng the pol cy.
• he poss ble reward outcomes can be eas ly quant fied, and these are regularly rev ewed by the Comm ttee.
• he graph cal llustrat ons prov ded n the Pol cy clearly show the potent al scenar os of performance and pay
outcomes wh ch would result.
• Performance s rev ewed regularly so there are no surpr ses when performance s assessed at the end of the per od.
Proportionality
Code prov s on: he l nk between
nd v dual awards, the del very of
strategy and the long term
performance of the Company
should be clear. Outcomes should
not reward poor performance.
• Var able ncent ve outcomes are clearly al gned to del very of the strategy.
• he Comm ttee also has the d scret on to overr de formula c outcomes f they are deemed nappropr ate n l ght of
the w der performance of the Company and the exper ence of stakeholders.
Alignment to culture
Code provision: Incentive
schemes should drive
behaviours consistent with
company purpose, values and
strategy.
When cons der ng the al gnment of ncent ve plans and culture the Comm ttee cons ders the follow ng:
• Metr cs ensur ng that performance targets are al gned to culture and do not dr ve the wrong behav ours.
• Governance ensur ng adopt on of best pract ce through a robust malus and clawback pol cy w th a substant al l st
of relevant tr gger events, such as corporate fa lure and reputat onal damage. he Comm ttee also reta ns d scret on
under the plan rules to overr de formula c vest ng outcomes and to extend hold ng per ods. hese n t at ves enable
the Comm ttee to sat sfy tself that the r ght steps have been taken to ensure execut ve remunerat on s appropr ate
from a cultural context.
• Engagement understand ng remunerat on for the w der workforce and ensur ng that pay dec s ons are al gned
across the Group and w der engagement w th our stakeholders, nclud ng our employees. Further deta ls can be
found on page 92.
114 / Future plc
Corporate Governance
Directors’ Remuneration Policy
Future s proposed 2023 D rectors Remunerat on Pol cy (Pol cy), as
set out (r ght), s subject to a b nd ng shareholder vote at Future s
AGM on 8 February 2023 and, f approved, w ll apply from th s date.
t s ntended that the Pol cy w ll apply for a per od of up to three
years from th s date, and as a result w ll be aga n subm tted for
approval at the 2026 AGM at the latest.
The Pol cy was rev ewed and approved by the Remunerat on
Comm ttee. As part of the process, the v ews of shareholders and
shareholder adv sory bod es were sought. n add t on, the thoughts
of other Board members, management and external adv sers were
cons dered. The members of the Comm ttee then made dec s ons
ndependently w thout nappropr ate nfluence. No person
part c pates n dec s ons relat ng to the r remunerat on.
Principles
The Comm ttee bel eves t s essent al that our Pol cy s strongly
al gned to Future s purpose and strategy. The table on page 113 also
expla ns how the Comm ttee addressed the pr nc ples of clar ty,
s mpl c ty, r sk, pred ctab l ty, proport onal ty and al gnment to
culture when determ n ng the Pol cy.
Element Objective and link to strategy
Basic annual
salary
To recrui , re ain and mo iva e individuals of a high
calibre, and reflec he skills, experience and con ribu ion
of he relevan Direc or.
Benefits
To ensure broad compe i iveness wi h local marke
prac ice. Curren benefi s available o xecu ive Direc ors
are car allowance, permanen heal h insurance, heal hcare
and life assurance. Addi ional benefi s may be offered if
deemed appropria e o reflec specific circums ances.
Pension
To reflec wider workforce prac ices and broad
compe i iveness wi h marke prac ice a he relevan ime.
All-employee
share plans
To encourage share ownership by employees and align
heir in eres s wi h hose of shareholders.
Performance-related
bonus
To incen ivise and reward s rong performance agains
annual arge s linked o delivery of he s ra egic plan.
Targe s are se annually by he Commi ee, based on:
(i) financial performance agains budge and, a he
Commi ee’s discre ion; (ii) s ra egic arge s which may
be se on a collec ive basis or ailored for each xecu ive
Direc or.
Long-term share-
based incentive (PSP)
To incen ivise sus ained long- erm performance ha
suppor s he crea ion of value for shareholders.
Introduction to the Directors’ Remuneration Policy from the
Committee Chair
The des gn of the new Pol cy was one of the ma n areas where the
Comm ttee sought shareholder nput dur ng FY 2022.
The key change be ng proposed to the Pol cy s the replacement
of the VCP w th a more market-typ cal PSP arrangement, rules for
wh ch have been refreshed and w ll be subject to a separate
resolut on at the 2023 AGM. Reflect ng d rect feedback rece ved
dur ng the consultat on process, the Pol cy reverts to defin ng PSP
award levels as a % of salary (rather than fixed number of shares,
wh ch we had or g nally proposed), and ncludes a reduct on to the
except onal max mum opportun ty from 400% to 300% of salary
(w th normal award levels mater ally below th s l m t).
Other m nor changes nclude
• Al gn ng the sharehold ng gu del nes for new Execut ve D rectors
w th market norms, w th no change for ncumbent D rectors and
• Add ng flex b l ty on pens ons, benefits and all-employee
schemes to cater for a non-UK based D rector n the future.
The rema nder of the Pol cy s broadly unchanged reflect ng our
prev ous adopt on of features such as the al gnment of Execut ve
D rector pens ons w th the relevant workforce rate over t me, and
the ntroduct on of enhanced recovery prov s ons and post-
employment sharehold ng gu del nes.
The Comm ttee s v ew s that the Remunerat on Pol cy that s
be ng subm tted to shareholders for approval at the 2023 AGM
reflects the balance of nvestor feedback rece ved dur ng the
consultat on and, n l ne w th one of the Comm ttee s pr nc ple
a ms at the outset of the rev ew, ensures the Group s approach to
execut ve remunerat on s very much n l ne w th broader market -
and best - pract ce. Our ntent on s that th s Pol cy prov des us w th
an appropr ate execut ve pay framework for the next three years.
Annual Report and Accounts 2022 / 115
Operation Max. potential value Performance measure
Basic annual salary is paid in 2 equal mon hly ins almen s during he
year and is reviewed annually. When assessing he level of basic annual
salary, he Commi ee akes in o accoun performance, marke condi ions,
remunera ion of equivalen roles wi hin comparable companies, he size
and scale of he business and pay in he Group as a whole.
Salary increases shall generally reflec marke condi ions, performance
of he individual, new challenges or a new s ra egic direc ion for he
business.
There may be occasions when he Commi ee needs o recognise
circums ances including, bu no limi ed o: an individual’s developmen
in he role, a change in he responsibili y and/or complexi y of he role.
n hese circums ances, he Commi ee may award a higher annual
increase han he average for he workforce, he ra ionale for which will
be explained o shareholders in he Annual Repor on Remunera ion.
No applicable.
Curren benefi s available o xecu ive Direc ors are car allowance,
permanen heal h insurance, heal hcare and life assurance.
Addi ional benefi s may be offered if deemed appropria e.
The Company shall con inue o provide benefi s o xecu ive Direc ors a
similar levels; where insurance cover is provided by he Company, ha
cover shall be main ained a a similar level and he Company shall pay
he prevailing marke ra es for such cover.
No applicable.
The Company shall make a con ribu ion up o a maximum percen age of
basic annual salary se o reflec workforce prac ices a he ime and in he
relevan jurisdic ion.
n line wi h our previous commi men , he con ribu ion payable o he
C O has now been reduced o 6% of salary (in line wi h he relevan
workforce ra e a he ime his con rac ual revision was agreed). The
con ribu ion for he C SO will be fur her reduced o 5% of salary from
January 2023, in line wi h he ra e available o o her new joiners.
No applicable.
The Company opera es all-employee schemes in he UK and he US,
wi h invi a ions made under he UK HMRC-Approved Share ncen ive
Plan (“S P”) in he UK and under he US mployee S ock Purchase Plan
(“ SPP”) in he US.
xecu ive Direc ors may par icipa e in he all-employee scheme ha
opera es in heir coun ry of residence on he same erms as o her
employees.
S P: he maximum par icipa ion level will be aligned wi h he limi s
se ou in UK ax legisla ion.
SPP: mon hly savings owards share purchases wi h a maximum
value of US$25,000 per calendar year, based on he marke value of
he Company’s ordinary shares a gran .
No applicable.
The Commi ee se s financial arge s based on a number of reference
poin s, including performance during he previous financial year and he
budge for he for hcoming year. S ra egic objec ives will be se , and
performance of he individual agains hese assessed, a he Commi ee’s
discre ion.
50% of any performance-rela ed bonus earned will be delivered by way of
a deferred share award, which will ves wo years af er he award da e.
A paymen equal o he value of dividends, which would have accrued
on deferred awards, may be made following he release of awards o
par icipan s, ei her in he form of cash or as addi ional shares.
Paymen s and awards in rela ion o he performance-rela ed bonus are
subjec o malus and clawback provisions, fur her de ails of which are
included as a no e o he policy able.
Maximum oppor uni y: 200% of basic annual salary.
The maximum bonus oppor uni y for each xecu ive Direc or is disclosed
in he Annual Repor on Remunera ion and shall only be payable for
ou performance of s re ching arge s.
Targe performance will ypically deliver up o 50% of maximum
bonus, wi h hreshold performance ypically paying up o 25% of
maximum.
The performance measures’ rela ive
weigh ings and arge s are se
annually by he Commi ee. De ails
of he measures and heir rela ive
weigh ings are disclosed annually in
he Annual Repor on Remunera ion
wi h he arge s disclosed a such
ime as hey are no deemed o be
commercially sensi ive, or where
disclosing all arge s a he same
ime is considered o be he mos
ransparen approach. The Commi ee
re ains discre ion o adjus he
arge s if even s occur which lead i
o conclude ha hey are no longer
appropria e.
The Commi ee also re ains discre ion
o adjus he ou come of he
performance-rela ed bonus for any
performance measure if i considers
ha o be appropria e.
Annual awards of condi ional shares or nil-cos op ions ha normally
ves subjec o hree-year performance agains arge s se a gran .
Awards are subjec o a manda ory wo-year holding period following
he end of a hree-year performance period.
The scheme rules allow he Commi ee discre ion o change he
performance arge s and he Commi ee shall be en i led o exercise
i s discre ion o change performance cri eria o he ex en ha i
reflec s marke prac ice and/or he Commi ee considers al erna ive
performance arge s o be more appropria e o he business.
A paymen equal o he value of dividends, which would have accrued
on ves ed awards, may be made following he release of awards o
par icipan s, ei her in he form of cash or as addi ional shares.
Awards under he PSP are subjec o malus and clawback provisions,
fur her de ails of which are included as a no e o he policy able.
Normal maximum annual award face value: 200% of salary
xcep ional maximum annual award face value: 300% of salary.
Threshold performance will generally resul in up o 25% of maximum
ves ing for ha elemen .
Performance measures will be
selec ed a he s ar of each cycle
o align wi h drivers of u ure’s
s ra egy and long- erm shareholder
value crea ion. S ra egic measures,
if used, will no be weigh ed more
han 25% of he award oppor uni y.
inancial measures may include,
bu are no limi ed o, profi abili y,
cash, re urns and o al shareholder
re urn.
Performance arge s are se
by he Commi ee a gran and
disclosed in he Annual Repor on
Remunera ion, provided hey are
no deemed o be commercially
sensi ive.
A he end of he hree-year
performance period, he Commi ee
will assess performance agains
he arge s se and de ermine, in i s
absolu e discre ion, he overall level
of ves ing of he award.
116 / Future plc
Corporate Governance
Directors’ Remuneration Policy
Performance measure selection and approach to target setting
Measures used under the performance-related bonus are selected
annually to reflect the Group s ma n short-term object ves and can
reflect both financ al and non-financ al pr or t es, as appropr ate.
Deta ls of the measures selected, and the rat onale for do ng so, w ll
be d sclosed n the relevant Annual Report on Remunerat on.
Targets apply ng to the performance-related bonus are rev ewed
annually, based on a number of nternal and external reference
po nts. Performance targets are set to be stretch ng but ach evable,
w th regard to the part cular strateg c pr or t es and the econom c
env ronment n a g ven year. Targets are typ cally not d sclosed n
advance due to commerc al sens t v ty but w ll normally be
retrospect vely d sclosed n full, follow ng the year-end, to the extent
that such commerc al sens t v ty concerns no longer apply.
The PSP scorecard w ll be determ ned at the t me of grant and may
nclude measures of profitab l ty (such as EPS), cap tal allocat on
d sc pl ne (such as ROCE), strateg c pr or t es (such as ESG) and
measures that reflect long-term success (such as TSR). Measures w ll
be selected to al gn w th the Group s stated strategy (and key
performance nd cators thereof) and our underly ng amb t on to del ver
value creat on for shareholders. Targets apply ng to PSP awards w ll
normally be d sclosed prospect vely n the relevant Annual Report on
Remunerat on, and are set us ng a s m lar methodology to that
descr bed above n relat on to the performance-related bonus.
Remuneration for other employees
As descr bed on page 97, all employees of the Group rece ve a bas c
annual salary, benefits, pens on and annual bonus (subject to financ al
performance). The max mum value of remunerat on packages s based
on the sen or ty and respons b l t es of the relevant role. Future also
mplements a largely cons stent approach to long-term equ ty ncent ves
throughout the Group, to help ensure not only an al gnment of nterests
nternally, but also between our colleague base and shareholders.
Shareholding guidelines
The Comm ttee strongly bel eves n al gn ng the nterests of Execut ve
D rectors and shareholders. Sharehold ng gu del nes were formal sed n
2018 to requ re Execut ve D rectors to acqu re and ma nta n a hold ng of
Future shares (exclud ng shares that rema n subject to performance
cond t ons) w th n five years of appo ntment and defined as a percentage
of salary. The current sharehold ng gu del nes were set n 2021 at an
ncreased level to the 2018 gu del nes to reflect the mplementat on of the
VCP, of 400% of salary n respect of Z llah Byng-Thorne and 300% of
salary n respect of Penny Ladk n-Brand. For any new Execut ve D rector
appo ntment, the sharehold ng gu del ne under the 2023 Pol cy w ll be set
at 200% of salary. Deta ls of the Execut ve D rectors current sharehold ngs
are prov ded n the Annual Report on Remunerat on on page 109.
Add t onally, Execut ve D rectors w ll normally be expected to
ma nta n a hold ng of Future shares for a per od after the r
employment w th the Company. Th s sharehold ng gu del ne s equal
to the lower of an Execut ve D rectors actual sharehold ng at the t me
of the r departure and the sharehold ng requ rement n effect at the
date of the r departure, w th such shares to be held for a per od of at
least two years from the date of ceas ng to be an Execut ve D rector.
The spec fic appl cat on of th s sharehold ng gu del ne w ll be at the
Comm ttee s d scret on.
Malus and clawback
Payments and awards under the performance-related bonus and PSP
(and, add t onally, n-fl ght VCP awards made under the 2020 Pol cy)
are subject to malus and clawback prov s ons, wh ch can be appl ed to
both vested and unvested awards. Malus and clawback prov s ons w ll
apply for a per od of at least two years after payment or vest ng.
C rcumstances n wh ch malus and clawback may be appl ed nclude a
mater al m sstatement of the Company s financ al accounts, fraud or
ser ous m sconduct on the part of the award-holder, an error n
calculat ng the award vest ng outcome, corporate fa lure or
reputat onal damage.
ncent ve plan part c pants are requ red to acknowledge the r
understand ng and acceptance of the malus and clawback prov s ons as a
pre-cond t on to part c pat ng n these plans. The Comm ttee s sat sfied
that the malus and clawback prov s ons are appropr ate and enforceable.
Pay for performance scenarios
The charts below prov de an llustrat on of the potent al future reward
opportun t es for the CEO and CFSO under the 2023 Pol cy, and the
potent al spl t between the d fferent elements of remunerat on under
four d fferent performance scenar os M n mum , Target , Max mum
and Max mum + 50% share pr ce growth .
Potent al reward opportun t es are based on Future s 2023 Pol cy,
appl ed to the base salary effect ve 1 November 2022. The
Zillah Byng-Thorne
4000
3000
2000
1000
0
Remuneration (£000)
£651
100.0%
£1,548
42.0%
38.6%
39.3%
21.4%
39.3%
£3,043
32.8%
17.9%
49.3%
£3,641
Minimum On-target Maximum Maximum
Plus 50% share prive
appreciation
19.4%
Penny Ladkin-Brand
2500
2000
1500
1000
500
0
Remuneration (£000)
£444
100.0%
35.3%
25.4%
39.3%
£1,743
29.5%
21.3%
49.2%
£2,086
Minimum On-target Maximum Maximum
Plus 50% share prive
appreciation
£922
48.1%
33.3%
18.6%
Scenario chart assumptions This table shows the PSP awards under the new Policy based on proposed FY 2023 and expected FY 2024 levels (which is expected to be a more typical sized grant).
Fixed remuneration
Performance-related bonus
PSP
Fixed remuneration
Performance-related bonus
PSP
Annual Report and Accounts 2022 / 117
performance-related bonus s based on the max mum opportun t es set
out under the Pol cy for normal c rcumstances. Note that the PSP award
opportun ty shown n the charts s for llustrat on purposes only and s
based on expected FY 2024 grant levels a PSP award w ll not be granted
to Z llah Byng-Thorne n FY 2023, wh lst Penny Ladk n-Brand w ll rece ve
a half-s zed PSP award n FY 2023.
The M n mum scenar o reflects base salary, pens on and benefits ( .e.
fixed remunerat on) wh ch are the only elements of the Execut ves
remunerat on packages not l nked to performance.
The Target scenar o reflects fixed remunerat on, plus performance-
Policy table for non-Executive Directors
Non-Execut ve D rectors are not el g ble to part c pate n any performance-related bonus, share ncent ve schemes or pens on arrangements.
Deta ls of the pol cy on fees pa d to non-Execut ve D rectors are set out n the table below
related bonus payout of 50% of max mum and threshold PSP vest ng
(assumed to be 25% of max mum for th s llustrat on).
The Max mum scenar o ncludes fixed remunerat on and full payout
of the performance-related bonus and 100% vest ng of the PSP (for
llustrat on purposes).
The Compan es (M scellaneous Report ng) Regulat ons 2018 requ re a
fourth scenar o, show ng the value at max mum assum ng share pr ce
growth of 50% for the purpose of long-term ncent ve awards. Th s s
reflected below n relat on to the llustrat ve PSP award opportun t es.
Executive Director
Z llah Byng horne Penny Ladk n Brand
Salary
£598,000 £410,000
Pension
6% of salary 5% of salary (from 1 January 2023)
Benefits
£17,000 (FY 2022) £13,000 (FY 2022)
Performance-related bonus
(% of salary)
M n mum: 0%
On target: 100%
Max mum: 200%
Max mum plus 50%: 200%
M n mum: 0%
On target: 75%
Max mum: 150%
Max mum plus 50%: 150%
Performance Share Plan (% of salary)
Actual awards to be granted in FY 2023. Vesting period
three years followed by two year holding period.
No award hreshold: 20.9%
Max mum: 83.5%
Max mum plus 50% share pr ce growth: 125%
Performance Share Plan (% of salary)
Illustrative of a typical year
M n mum: 0%
On target: 50%
Max mum: 200%
Max mum plus 50%: 300%
M n mum: 0%
On target: 41.8%
Max mum: 167%
Max mum plus 50%: 250%
Element Objective & link to strategy Operation Max. potential value Performance measures
Fees
o attract and reta n h gh cal bre
non Execut ve D rectors w th
broad commerc al and other
exper ence relevant to the
Company, and reflect the t me
comm tment and respons b l t es
of these roles.
Non Execut ve D rectors fees are rev ewed
annually and pa d n 12 monthly
nstalments.
n add t on to the base fee, add t onal fees
are payable for act ng as Sen or
ndependent D rector and as Cha r of any
of the Board s Comm ttees. n the event
that the Board requ res the format on of an
add t onal Board Comm ttee, fees for the
Cha r (and where relevant, membersh p) of
such Comm ttee w ll be determ ned by the
Board at the t me.
he fees pa d to the Cha r are determ ned
by the Comm ttee, wh lst the fees of the
non Execut ve D rectors are determ ned by
the Board.
Expenses ncurred by the Cha r and the
non Execut ve D rectors n the
performance of the r dut es ( nclud ng
taxable travel and accommodat on
benefits) may be re mbursed or pa d for
d rectly by the Company, as appropr ate.
Non Execut ve D rector
fee ncreases are appl ed
n l ne w th the outcome
of the annual fee rev ew
and would normally be
al gned w th the ncrease
awarded to the
workforce.
Fees for the year under
rev ew and for the
follow ng year are set out
n the Annual Report on
Remunerat on on page
106.
Aggregate fees pa d to
non Execut ve D rectors
are subject to the l m ts
set out n the Art cles of
Assoc at on.
Not appl cable.
118 / Future plc
Corporate Governance
Directors’ Remuneration Policy
External Executive Director appointment
n l ne w th our pr nc ples on remunerat on, the Comm ttee s object ve
at the t me of an appo ntment to a new role s to we ght Execut ve
D rectors remunerat on packages towards performance-related pay
that s l nked to targets set for the financ al performance of the Group
aga nst budget, and the Group s performance aga nst ts bus ness
object ves and stated strategy. Any new Execut ve D rector s
remunerat on package would nclude the same elements as those of
the ex st ng Execut ve D rectors, as shown below
n determ n ng an appropr ate remunerat on package, the
Remunerat on Comm ttee w ll take nto cons derat on all relevant
factors ( nclud ng quantum, nature of remunerat on and the
jur sd ct on from and to wh ch the cand date s recru ted) to ensure that
arrangements are at the same t me fa r to the nd v dual and n the
best nterests of the Company and ts stakeholders.
The Comm ttee may make an award to buy out ncent ve arrangements
forfe ted by a new appo ntment on leav ng a prev ous employer on a
l ke-for-l ke bas s, wh ch may be awarded n add t on to the
remunerat on structure outl ned n the table (left). n do ng so, the
Comm ttee w ll cons der relevant factors nclud ng t me to vest ng, any
performance cond t ons attached and the l kel hood of these be ng met.
Any such buy-out awards would typ cally be made under the ex st ng
bonus or PSP schemes, except that the terms of the buy-out award may
d verge from these as necessary to repl cate the terms of the award
be ng replaced. n except onal c rcumstances the Comm ttee may use
the exempt on perm tted w th n the L st ng Rules. Any buy-out awards
would have a fa r value no h gher than that of the awards forfe ted.
Internal Executive Director appointment
n cases of appo nt ng a new Execut ve D rector by way of nternal
promot on, the Remunerat on Comm ttee and Board w ll be cons stent
w th the pol cy for external appo ntees deta led above (except n relat on
to buy-outs). Where an nd v dual has contractual comm tments made
pr or to the r promot on to Execut ve D rector level (and not n
connect on w th the r promot on to th s level), the Company w ll cont nue
to honour these arrangements (other than pens on contr but on) even f
these are not prov ded for by the Pol cy n force at the t me of
appo ntment (or when the arrangements were or g nally agreed).
Non-Executive Directors
n recru t ng a new non-Execut ve D rector, the Remunerat on
Comm ttee w ll use the pol cy as set out n the table on page 117.
Service contracts and loss of office payments
Cop es of D rectors serv ce agreements and letters of appo ntment are
ava lable for nspect on on request at the Company s reg stered off ce.
Executive Directors
n summary, the contractual prov s ons for current Execut ve D rectors
are as follows
Approach to recruitment remuneration
Element of
remuneration Approach
Maximum %
of salary
Salary
The base salaries of new appoin ees will be
de ermined by reference o relevan marke
da a, experience and skills of he individual,
in ernal rela ivi ies and heir curren basic
salary.
The Commi ee may approve a higher basic
annual salary for a newly appoin ed Direc or
han he ou going Direc or received where i
considers i necessary in order o recrui an
individual of sufficien calibre for he role.
Al erna ively, where new appoin ees have
ini ial basic salaries se below marke -level,
any shor fall may be managed wi h phased
increases over a period of up o hree years
subjec o he individual’s developmen in he
role (and which may exceed he workforce
average increase).
n/a
Benefits
New appoin ees will be eligible o receive
benefi s which may include (bu are no limi ed
o) he provision of a car allowance,
permanen heal h insurance, heal hcare and
life assurance.
f he Direc or is required o reloca e, our
policy is o provide reasonable, ime-limi ed
reloca ion, ravel and subsis ence paymen s a
he discre ion of he Commi ee.
New appoin ees will also be eligible o
par icipa e in all-employee share schemes,
where relevan .
n/a
Pension
New appoin ees will receive company pension
con ribu ions or an equivalen cash
supplemen aligned o ha offered o o her
new employees in he relevan jurisdic ion a
he ime of appoin men
n/a
Performance-
related bonus
The s ruc ure described in he Policy able will
apply o new appoin ees wi h he relevan
maximum being pro-ra ed o reflec he
propor ion of employmen over he year. f
used, individual and/or s ra egic arge s may
be ailored o he priori ies agreed for he
execu ive over he remainder of he relevan
financial year.
200%
Share
incentive
schemes
New appoin ees will be gran ed awards under
he PSP on he same erms as o her
execu ives, as described in he Policy able.
300%
Contract
provision Policy Detail
Notice
periods
he D rector or Company shall be
ent tled to serve 12 months not ce.
A D rector may be
requ red to work
dur ng the r not ce
per od or be put on
garden leave.
Change
of
control
n the event of a change of control,
a D rector s appo ntment may be
term nated w th n three months of
the change of control by the
Company, or on one month s not ce
by the D rector (to exp re no later
than three months from the date of
the change of control).
n the event of
term nat on by
e ther the D rector
or the Company,
the D rector w ll be
ent tled to rece ve
s x months salary.
Annual Report and Accounts 2022 / 119
The follow ng payments may also be made to depart ng Execut ve
D rectors, depend ng on c rcumstances
1. Any share-based ent tlements granted to an Execut ve D rector
under Company share plans w ll be determ ned based on the
relevant plan rules. n certa n prescr bed c rcumstances, such as
death, ll-health, njury, d sab l ty, redundancy, ret rement or
other c rcumstances at the d scret on of the Comm ttee, good
leaver status may be appl ed. Under the PSP, for good leavers,
awards w ll normally be reduced pro-rata to reflect the
proport on of the vest ng per od actually served and tested for
performance at the end of the or g nal performance per od.
Under the VCP, for good leavers, the Comm ttee has determ ned
the default good leaver treatment to be for awards n the current
tranche to be prorated to the term nat on date, w th the res dual
un ts n the current tranche together w th un ts n future tranches
laps ng n full. PSP and VCP awards wh ch are subject to an
add t onal hold ng per od w ll typ cally be reta ned and released
at the end of the relevant hold ng per od, w th Comm ttee
d scret on to accelerate the release of such awards on an
except onal bas s n certa n good leaver c rcumstances, or on a
change of control. Deferred bonus shares w ll normally be
reta ned by the Execut ve D rector and released n full follow ng
complet on of the appl cable deferral per od, w th Comm ttee
d scret on to accelerate the vest ng of awards on an except onal
bas s n certa n good leaver c rcumstances, or on a change of
control
2. A bonus may be payable for the per od of act ve serv ce n certa n
prescr bed good leaver c rcumstances and n other c rcumstances
at the d scret on of the Comm ttee and subject to the
ach evement of the relevant performance targets. Deferral
requ rements w ll typ cally cont nue to apply to bonus payable n
such c rcumstances
3. At the d scret on of the Remunerat on Comm ttee, a contr but on
to reasonable outplacement costs n the event of term nat on of
employment due to redundancy. The Comm ttee also reta ns the
ab l ty to re mburse reasonable legal costs ncurred n
connect on w th a term nat on of employment and
4. Any payment for statutory ent tlements or to settle cla ms n
connect on w th a term nat on of any ex st ng or future Execut ve
D rector, as necessary.
External appointments
Execut ve D rectors are encouraged to hold a non-Execut ve role n
add t on to the r full-t me pos t on n order to broaden the r
exper ence, and may reta n any fees rece ved n respect of such roles.
All appo ntments must first be agreed by the Comm ttee and must not
represent a confl ct to the r current role. n the case of Z llah Byng-
Thorne, t was agreed at the t me of her appo ntment that she could
hold three non-Execut ve roles n add t on to her pos t on as Ch ef
Execut ve. n the case of Penny Ladk n-Brand, the Comm ttee agreed
on her reappo ntment to the Board that she may cont nue to hold one
non-Execut ve role. As her non-Execut ve role s a Cha r role she s
techn cally overboarded. She has confirmed that she has suff c ent
t me to fulfil her D rector respons b l t es to Future plc, both n normal
c rcumstances and n except onal c rcumstances.
n respect of pos t ons at l sted compan es, dur ng the financ al year
ended 30 September 2022
• Z llah Byng-Thorne served as a non-Execut ve D rector at Flutter
Enterta nment plc and THG Hold ngs plc (unt l 15 September 2022)
for wh ch she reta ned total fees of £240,897 (compared to £229,077
n 2021). She was appo nted to the board of TrustP lot Group plc as a
non-Execut ve D rector w th effect from 1 October 2022 and to the
board of Norweg an Cru se L ne Hold ngs Ltd. (NYSE NCLH) on 1
November 2022. As announced by Flutter Enterta nment plc n
November, Z llah w ll be stepp ng down from the pos t on of
non-Execut ve D rector of Flutter on 31 January 2023.
• From her reappo ntment to the Future Board n November 2021
Penny Ladk n-Brand served as a non-Execut ve Cha r at Next F fteen
Commun cat ons Group plc and as a non-Execut ve D rector of
Auct on Technology Group plc (unt l January 2022) for wh ch she
reta ned total fees of £172,077.
Consideration of conditions elsewhere in the Company
The Comm ttee takes nto cons derat on the pay and cond t ons of
employees across the Group when determ n ng remunerat on for
Execut ve D rectors. Dur ng the year the Comm ttee also rece ved
feedback from employees v a the Engagement Survey, as well as
subsequent l sten ng sess ons and through quest ons ra sed at Town
Hall meet ngs.
The Comm ttee and the full Board s also made aware of, and
consulted on, the Company s Human Resources strategy and takes
ser ously ts obl gat on to have a broad overs ght on the operat on of
fa r pay pol c es elsewhere n the Group.
Consideration of shareholder views
The Remunerat on Comm ttee cons ders shareholder feedback
rece ved as part of any d scuss ons w th shareholders and consults
w th shareholders on spec fic matters as and when appropr ate.
Further deta ls of any mater al engagement w th shareholders on the
subject of execut ve remunerat on w ll be d sclosed n the relevant
Annual Report on Remunerat on.
Approved by the Board and signed on its behalf by Mark Brooker
Chair of the Remuneration Committee
29 November 2022
Non-Executive Directors
Contract
provision Policy Detail
Notice
periods
hree months not ce from e ther
the Company or D rector.
Appo nted for a
three year term,
subject to annual
re elect on by
shareholders at the
Company s AGM.
120 / Future plc
Corporate Governance
Annual General Meeting
The Company s 24th Annual General Meet ng
w ll be held at 11 am on Wednesday 8
February 2023 at Future s London off ce at,
121-141 Westbourne Terrace, Padd ngton, W2
6JR. The resolut ons and explanatory notes
are set out n the Not ce of Annual General
Meet ng on pages 184 to 194.
Corporate Governance statement
The Corporate Governance statement,
prepared n accordance w th rule 7.2 of the
F nanc al Conduct Author ty s D sclosure
Gu dance and Transparency Rules, compr ses
of the follow ng sect ons of the Annual
Report the Strateg c Report the Corporate
Governance Report the Aud t and R sk
Comm ttee Report the Nom nat on
Comm ttee Report the Remunerat on
Comm ttee Report together w th th s
D rectors Report. As perm tted by
leg slat on, some of the matters requ red to
be ncluded n the D rectors Report have
been ncluded n the Strateg c Report by
cross reference nclud ng deta ls of the
Group s financ al r sk management object ves
and pol c es, bus ness rev ew, future
prospects and env ronmental pol cy.
Directors
The names and b ograph cal deta ls of the
current D rectors are shown on pages 78 to
79 of th s Annual Report. Part culars of the r
emoluments and benefic al and non-
benefic al nterests n shares are g ven n the
D rectors Remunerat on Report on pages 98
to 112.
The appo ntment and removal of D rectors s
governed by the Company s Art cles of
Assoc at on, the 2018 Code and the
Compan es Act 2006. The D rectors may,
from t me to t me, appo nt one or more
D rectors. n the nterests of good
governance and n accordance w th the
prov s ons of the 2018 Code, all D rectors w ll
ret re and subm t themselves for elect on or
reelect on at the forthcom ng AGM.
Directors’ Powers
The Board manages the bus ness of the
Company under the powers set out n the
Company s Art cles of Assoc at on. The
Company s Art cles of Assoc at on can only
be amended, or new Art cles adopted, by a
resolut on passed by shareholders n a
general meet ng by at least three quarters of
the votes cast.
Further d scuss on of the Board s act v t es,
powers and respons b l t es appears w th n
the Corporate Governance Report on page
80 of th s Annual Report. nformat on on
compensat on for loss of off ce s conta ned
n the D rectors Remunerat on Report on
page 108 of th s Annual Report.
Directors’ conflicts of interests
The Company has procedures n place for
manag ng confl cts of nterest. Should a
D rector become aware that they, or any of
the r connected part es, have an nterest n an
ex st ng or proposed transact on w th the
Company, they should not fy the Board n
wr t ng or at the next Board meet ng.
nternal controls are n place to ensure that
any related party transact ons nvolv ng
D rectors, or the r connected part es, are
conducted on an arm s length bas s.
D rectors have a cont nu ng duty to update
any changes to these confl cts.
Directors’ indemnities
The Company had D rectors and Off cers
l ab l ty nsurance cover n place throughout
the year.
Share capital
Deta ls of the Company s ssued share
cap tal, together w th deta ls of the
movements n the Company s ssued share
cap tal dur ng the year, are shown n note 22
to the financ al statements. The Company has
one class of ord nary shares w th a nom nal
value of 15 pence each (Ord nary Shares),
wh ch does not carry the r ght to rece ve a
fixed ncome. Each share carr es the r ght to
one vote at general meet ngs of the
Company. There are no restr ct ons or
agreements known to the Company that may
result n restr ct ons on share transfers or
vot ng r ghts n the Company. There are no
spec fic restr ct ons on the s ze of a hold ng,
on the transfer of shares, or on vot ng r ghts,
all of wh ch are governed by the prov s ons of
the Art cles of Assoc at on and preva l ng
leg slat on.
Shareholder author ty for the Company to
allot Ord nary Shares up to an aggregate
nom nal amount of £904,687.54 was granted
at the 2021 AGM. The ssued share cap tal of
the Company at 30 September 2022 was
approx mately £18,128,389.50 d v ded nto
120,855,930 Ord nary Shares.
S nce 30 September 2022, 779 new shares
have been ssued as a result of the exerc se of
share opt ons by the Company s share opt on
scheme part c pants and the total ssued
share cap tal at 29 November 2022 s
120,856,709 Ord nary Shares. The Company s
Ord nary Shares are l sted on the London
Stock Exchange. The reg ster of shareholders
s held n the UK.
Political donations
No contr but ons were made to pol t cal
part es dur ng the year (2021 £N l).
Data Protection and Privacy
Future s ded cated to ensur ng we protect
the data of our customers, employees, and
prospect ve employees.
Data Pr vacy s a fundamental part of our
Corporate Eth cs and we str ve to ensure we
treat the r data w th the same standards as
we expect our own data to be treated plus
our partners treat t to the same standards
too.
Future has a comprehens ve Pr vacy
Programme n place to ensure we meet our
Pr vacy obl gat ons under appl cable laws.
Th s programme ncorporates lead ng data
protect on pr nc ples and pract ces wh ch l e
at the heart of our approach to process ng
personal data.
Our Pr vacy Off ce, and Data Protect on
Off cer, cont nually rev ew, develop, and
mprove Future s pr vacy pract ces to ensure
we uphold these pr nc ples and Future s
pr vacy operat ons are run n a smooth and
t mely fash on. For example, updat ng
systems and processes to meet the delet on
and access r ghts of our customers and
employees, as they develop across all
relevant terr tor es. We ensure we meet the
requ rements of emerg ng pr vacy laws and
regulat ons across the world, as well as keep
up w th rap d advancements n technology
and new bus ness n t at ves.
Directors’ Report
Future plc is the holding company of the Future group of companies (the Group).
Annual Report and Accounts 2022 / 121
Pr vacy and d g tal advert s ng standards
Future takes user pr vacy ser ously and we
ab de by all current d g tal advert s ng
standards by prov d ng users w th a clear
cho ce on how and when they accept
personal sed advert s ng exper ences, and
ensur ng they can exerc se the r data pr vacy
r ghts. We work w th ndustry trade bod es to
ensure we are al gned to the gu d ng
pr nc ples of pr vacy by des gn and
mplement techn cal solut ons to ensure th s
s protected. t s clear that user pr vacy w ll
cont nue to evolve and become more
complex over t me. We have the resource and
technology n place to ensure we adapt our
d g tal offer ng as needed.
We have nvested s gn ficantly n our own
advert s ng technology stack, Hybr d and our
data platform, Aperture. These platforms
allow us to gather consent and process h ghly
valuable endem c aud ences ensur ng that
our advert sers can reach the r customers
across our portfol o of market lead ng d g tal
propert es.
Whistleblowing procedure
Wh stleblow ng and ant -br bery pol c es
t s Future s pol cy to conduct all of our
bus ness n an honest and eth cal manner,
and we take a zero-tolerance approach to
br bery and corrupt on. We are comm tted to
act ng profess onally, fa rly and w th ntegr ty
n all our bus ness deal ngs and relat onsh ps
wherever we operate, and we are
mplement ng and enforc ng effect ve
systems to counter br bery and corrupt on.
We have wh stleblow ng, ant -br bery and
corrupt on pol c es wh ch are updated
regularly and publ shed on our ntranet. The
wh stleblow ng pol cy s des gned to
encourage employees to report, n good
fa th, any genu ne susp c ons of fraud,
br bery, malpract ce, modern slavery and
human traff ck ng. Concerns may be ra sed
accord ng to a stated escalat on process from
an nd v dual s l ne manager, v a the r head of
department, SVP People, to the Head of
Legal and then to the Board of D rectors,
nclud ng the Sen or ndependent D rector.
Concerns may also be ra sed completely
anonymously by post. The wh stleblow ng
pol cy s also des gned to ensure that any
employee who ra ses a genu ne concern s
protected. Dur ng the year, no ssues of
concern were ra sed v a any of the
wh stleblow ng channels.
n add t on, to ensure Future s adopt ng best
pract ce w th ant -corrupt on leg slat on, and
to promote transparency, a Rev ew K t, Tr ps
and G fts Log s n place to track the
whereabouts of products sent to us for
rev ew and the acceptance of g fts and tr ps
by our employees. We also have n place an
Ed tor al Eth cs Comm ttee wh ch mon tors
the approach to g fts and rev ews tr ps to
ensure not only are we legally compl ant, but
that we also comply w th our own eth cal and
ed tor al standards.
Results and dividends
The results of the Group are shown on page
138 and movements n reserves are set out n
note 24 to the financ al statements.
The Board s pol cy s that d v dends should
be covered at least four t mes by adjusted
earn ngs per share and free cashflow. The
Company s Employee Benefit Trust (EBT)
wa ves ts ent tlement to any d v dends. The
Board s recommend ng a final d v dend for
the year of 3.4p per share (2021 2.8p per
share) payable on 14 February 2023 to
shareholders recorded on the reg ster at the
close of bus ness on 20 January 2023. The
Ord nary Shares w ll become ex-d v dend on
19 January 2023.
Significant agreements
The prov s ons of the European D rect ve on
Takeover B ds (as mplemented n the UK n
the Compan es Act 2006) requ re the
Company to d sclose any s gn ficant
agreements wh ch take effect, alter or
term nate upon a change of control of the
Company. n common w th many other
compan es, the Group s bank fac l ty s
term nable upon change of control of the
Company. n common w th market pract ce,
awards under certa n of the Group s
Substantial interests
nformat on prov ded to the Company pursuant to the F nanc al Conduct Author ty s D sclosure Gu dance and Transparency Rules (DTRs) s
publ shed on a Regulatory nformat on Serv ce and on the Company s webs te. The follow ng nformat on has been rece ved, n accordance w th
DTR 5, from holders of not fiable nterests n the Company s ssued share cap tal.
Shareholder
As at 30 September and 29
November 2022*
Nature of holding
S r Peter Wood
5.86%
D rect
Old Mutual Global nvestors (UK) Ltd
5.68%
nd rect
Jup ter Fund Management Plc
5 55%
nd rect
Amer pr se F nanc al, nc. and ts group
4.969%
D rect and nd rect
nvesco Ltd
4.91%
nd rect
AXA nvestment Managers
3.81%
nd rect
Oberwe s Asset Management, nc.
3.71%
nd rect
The Company has not been notified of any other substantial interests in its securities. The Company’s substantial shareholders do not have different voting rights. The Group, so far as is known by the
Company, is not directly or indirectly owned or controlled by another corporation or by any government.
* % holding based on total number of shares in issue at the time of respective notification.
122 / Future plc
Corporate Governance
long-term ncent ve plans (deta ls of wh ch
are set out n the D rectors Remunerat on
Report on pages 98 to 112) w ll vest or
potent ally be exchangeable nto awards over
a purchaser s share cap tal upon change of
control of the Company. There s also a
change of control prov s on n the serv ce
agreements of the two Execut ve D rectors,
exerc sable w th n three months of a change
of control by the Company or on one month s
not ce by the Execut ve to exp re no later than
three months from the date of the change
of control.
Disclosure of information to the auditor
The D rectors who held off ce at the date of
approval of th s D rectors Report confirm
that, so far as they are aware, there s no
relevant aud t nformat on of wh ch the
Company s aud tor s unaware, and each
D rector has taken all reasonable steps to
ascerta n any relevant aud t nformat on and
to ensure that the Company s aud tor s
aware of that nformat on.
Other information
Other nformat on relevant to th s D rectors
Report, and wh ch s ncorporated by
reference, nclud ng nformat on requ red n
accordance w th the UK Compan es Act 2006
and L st ng Rule 9.8.4R, can be located
as follows
Lawful Processing
Future only processes personal data
where t has a legal bas s to do so.
Individual Rights
Future respects nd v duals r ghts n
relat on to the r personal data, nclud ng
the r r ghts of access, rect ficat on,
erasure, restr ct on, portab l ty, and
object on.
Stewardship
Future s comm tted to protect ng
nd v duals pr vacy and has appropr ate
pol c es and pract ces n place for the safe
handl ng of the personal data t
processes.
Storage and Limitation
Future has pol c es n place that requ re
the bus ness to only reta n data for as
long as needed, wh ch s based on the
purpose for wh ch we collected the data.
Data Minimisation
Future processes personal data that s
relevant and s necessary for the purpose
for wh ch t was collected.
Data Security
Future uses appropr ate techn cal and
organ sat onal secur ty measures to
protect personal data throughout ts data
l fecycle, and requ res the same
standards from ts th rd-party serv ce
prov ders.
Purpose Limitation
Future only collects and processes
personal data for a spec fied purpose.
Any further process ng s only conducted
f t s for a compat ble purpose unless the
nd v dual s consent s obta ned or the
process ng s otherw se perm tted by law.
Fairness and Transparency
Future processes personal data fa rly and
honestly, plus commun cates openly w th
nd v duals, on how and why the r data s
be ng processed.
Future’s Data
Protection Principles
Th s D rectors Report was approved by order
of the Board.
On behalf of the Board
Anne Steele
Company Secretary
29 November 2022
Subject Matter Page
mportant events s nce the
financ al year-end
183
L kely future developments n the
bus ness
11
Research and development 13
nformat on on financ al nstruments 63
nternal control and r sk management
systems n relat on to the process for
prepar ng consol dated accounts
87
Employment of d sabled persons 42
Employee nvolvement 43
Stakeholder engagement 54
D vers ty pol cy 83
Annual Report and Accounts 2022 / 123
The D rectors are respons ble for prepar ng
the Annual Report and the financ al
statements n accordance w th appl cable
law and regulat on.
Company law requ res the D rectors to
prepare financ al statements for each
financ al year. Under that law the D rectors
have prepared the Group and Company
financ al statements n accordance w th
nternat onal account ng standards n
conform ty w th the requ rements of the
Compan es Act 2006 and nternat onal
F nanc al Report ng Standards ( FRSs)
adopted pursuant to Regulat on (EC) No
1606/2002 as t appl es n the European
Un on. n prepar ng the Group financ al
statements, the D rectors have also elected
to comply w th FRSs, ssued by the
nternat onal Account ng Standards
Board ( ASB).
Under company law, D rectors must not
approve the financ al statements unless
they are sat sfied that they g ve a true and
fa r v ew of the state of affa rs of the Group
and Company and of the profit or loss of
the Group for that per od. n prepar ng the
financ al statements, the D rectors are
requ red to
• select su table account ng pol c es and
then apply them cons stently
• state whether appl cable FRSs as
adopted by the European Un on and FRSs
ssued by ASB have been followed,
subject to any mater al departures
d sclosed and expla ned n the financ al
statements
• make judgements and account ng
est mates that are reasonable and
prudent and
• prepare the financ al statements on the
go ng concern bas s unless t s
nappropr ate to presume that the Group
and Company w ll cont nue n bus ness.
The D rectors are also respons ble for
safeguard ng the assets of the Group and
Company and hence for tak ng reasonable
steps for the prevent on and detect on of
fraud and other rregular t es.
The D rectors are respons ble for keep ng
adequate account ng records that are
suff c ent to show and expla n the Group s
and Company s transact ons and d sclose
w th reasonable accuracy at any t me the
financ al pos t on of the Group and
Company and enable them to ensure that
the financ al statements and the D rectors
Remunerat on Report comply w th the
Compan es Act 2006 and, as regards the
Group financ al statements, Art cle 4 of the
AS Regulat on.
The D rectors are respons ble for the
ma ntenance and ntegr ty of the
Company s webs te. Leg slat on n the
Un ted K ngdom govern ng the preparat on
and d ssem nat on of financ al statements
may d ffer from leg slat on n other
jur sd ct ons.
Directors’ confirmations
The D rectors cons der that the Annual
Report and Accounts, taken as a whole, s
fa r, balanced and understandable and
prov des the nformat on necessary for
shareholders to assess the Group s and
Company s pos t on and performance,
bus ness model and strategy.
Each of the D rectors, whose names and
funct ons are l sted n the Corporate
Governance report confirm that, to the best
of the r knowledge
• the Group and Company financ al
statements, wh ch have been prepared n
accordance w th FRSs as adopted by the
European Un on and FRSs ssued by
ASB, g ve a true and fa r v ew of the
assets, l ab l t es, financ al pos t on and
profit of the Group and loss of the
Company and
• the Strateg c Report ncludes a fa r rev ew
of the development and performance of
the bus ness and the pos t on of the
Group and Company, together w th a
descr pt on of the pr nc pal r sks and
uncerta nt es that t faces.
n the case of each D rector n off ce at the
date the D rectors Report s approved
• so far as the D rector s aware, there s no
relevant aud t nformat on of wh ch the
Group s and Company s aud tors are
unaware and
• they have taken all the steps that they
ought to have taken as a D rector n order
to make themselves aware of any relevant
aud t nformat on and to establ sh that the
Group s and Company s aud tors are
aware of that nformat on.
Th s respons b l ty statement was approved
by the Board of D rectors on 29 November
2022 and s s gned on ts behalf by
Zillah Byng-Thorne
Ch ef Execut ve
29 November 2022
Directors’ responsibilities
124 / Future plc
Annual Report and Accounts 2022 / 125
Financial
statement
126 INDEPENDENT
AUDITORS' REPORT
138 CONSOLIDATED
INCOME STATEMENT
138 CONSOLIDATED
STATEMENT OF
COMPREHENSIVE INCOME
139 CONSOLIDATED
STATEMENT OF
CHANGES IN EQUITY
139 COMPANY STATEMENT
OF CHANGES IN EQUITY
140 CONSOLIDATED
BALANCE SHEET
141 COMPANY
BALANCE SHEET
142 CONSOLIDATED CASH
FLOW STATEMENT
143 NOTES TO THE
CONSOLIDATED
CASH FLOW STATEMENT
145 ACCOUNTING POLICIES
152 NOTES TO THE
FINANCIAL STATEMENTS
126 / Future plc
Financial Statement
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
the financial statements of Future plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true
and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2022 and
of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced
Disclosure Framework”; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements which comprise:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated and parent company statements of changes in equity;
the consolidated and parent company balance sheets;
the consolidated cash flow statement;
the accounting policies compliance statement and basis of preparation; and
the related notes 1 to 30.
The financial reporting framework that has been applied in the preparation of the group financial statements
is applicable law and United Kingdom adopted international accounting standards. The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United
Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the
‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services provided to the group and
parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.
Annual Report and Accounts 2022 / 127
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
3. Summary of our audit approach
K
K
e
e
y
y
a
a
u
u
d
d
i
i
t
t
m
m
a
a
t
t
t
t
e
e
r
r
s
s
The key audit matter that we identified in the current year is:
The valuation of brand intangible assets of Dennis Publishing
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
M
M
a
a
t
t
e
e
r
r
i
i
a
a
l
l
i
i
t
t
y
y
The materiality that we used for the group financial statements was £8.8m (FY21:
£6.6m) which was determined based on forecast profit before tax adjusted for
exceptional items, as defined in note 5.
S
S
c
c
o
o
p
p
i
i
n
n
g
g
Our scoping covered 98% of the Group’s revenue; 95% of the Group’s adjusted
profit before tax; and 88% of the Group’s net assets.
S
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n
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i
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f
i
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Our audit approach is consistent with the previous year with the exception of the
following:
In the prior year, we identified the valuation of brand intangibles arising
from the acquisition of the GoCo Group plc as a key audit matter. During
the period, the Group made the significant acquisition of Dennis Publishing.
As a result, for the current period we have identified the valuation of brand
intangible assets for this acquisition as a key audit matter.
In light of the Group’s growth and increasing contributions from its e-
commerce and digital advertising business, we no longer consider the
valuation of export Newstrade returns provisions to be a key audit matter
given the low level of historical errors and relative size of the amounts
provided for.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt
the going concern basis of accounting included:
Understood the processes and controls underpinning management’s forecasting of financial
performance and cashflow and determination of downside scenarios including those to support accuracy
of the models and the underlying data;
Challenged the adequacy of downside scenarios and the reverse stress tests and perform sensitivity
128 / Future plc
Financial Statement
testing, considering the plausibility of a break even scenario;
Assessed the impact of additional financing on the Group’s borrowing facilities and performing
procedures to evaluate actual and forecast covenant positions as set out in note 18 to the financial
statements; and
Assessed the going concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters included those which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
5
5
.
.
1
1
.
.
V
V
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Following the acquisition of Dennis Publishing in the period, management has
completed the valuation of the acquisition balance sheet for the business.
The Group recognised £229.3m of goodwill and £158.8m of intangibles relating to
the acquisition of Dennis Publishing, of which £89.5m of brand intangibles have
been recognised. Further details on the amounts recognised can be found in Note
28.
Management engaged valuation specialists to support in the valuation of
intangibles and the overall preparation of the acquisition balance sheet position
including goodwill. The brand intangible assets are valued using a relief from royalty
method. The acquisition of Dennis Publishing is material to the group and the
revenue growth assumptions are the most sensitive assumptions that underpin the
valuation of the brand intangibles.
Further details are included within the Audit Committee report on page 88, in the
accounting policies section and note 1 to the financial statements.
Annual Report and Accounts 2022 / 129
H
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In response to the identified key audit matter we have performed the following
procedures:
Assessed the processes and relevant controls around management
valuation estimates on acquired intangibles including those around data
used in forming those estimates. Assessed relevant controls over
management review of revenue projections and input data used in that
review;
Evaluated the appropriateness of the methodology used to value intangible
assets and the reasonableness of key valuation assumptions, supported by
our own valuation specialists;
Challenged the revenue growth assumptions driving value in the model
through benchmarking against analyst and industry consensus, considering
both confirmatory and contradictory evidence;
Evaluated the mechanical accuracy of the valuation models;
Considered the reasonableness of useful economic lives through
benchmarking to comparable peers, previous acquisitions and other
qualitative factors; and
Assessed the competence, capabilities and objectivity of management’s
valuation specialists; and
Assessed the adequacy of disclosures relating to the acquired intangibles,
taking into account the requirements of relevant financial reporting
standards.
K
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Based on the work performed, we determined that the valuation of acquired brand
intangible assets in relation to the Dennis Publishing acquisition was appropriate.
6. Our application of materiality
6
6
.
.
1
1
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.
M
M
a
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y
y
We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
G
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MMaatteerriiaalliittyy
£8.8m (FY21: £6.6m) £5.3m (FY21: £4.0m)
130 / Future plc
Financial Statement
B
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5% of profit before tax adjusted for
exceptional items.
Parent company materiality is based on less
than 1% of net assets, which is capped at
60% of group materiality.
R
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Profit before tax adjusted for exceptional
items is a key metric for the principal users
of the financial statements as it derives the
prediction of future share price, the ability
to pay dividends, and is therefore of
particular importance to both shareholders
and potential investors.
The company is non-trading and operates
primarily as a holding company. As such, we
believe the net asset position is the most
appropriate benchmark to use.
6
6
.
.
2
2
.
.
P
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We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
G
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70% (FY21: 70%) of group materiality 70% (FY21: 70%) of parent company
materiality
B
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In setting performance materiality, we considered the following factors:
The quality of the control environment in the group and whether we were able to
rely on controls;
The low number of corrected and uncorrected misstatements identified in the
previous audit; and
The level of consistency in key management personnel.
PBT adjusted for
exceptional items
£187.9m
Group materiality
£8.8m
Component
materiality range
£3.1m to £3.7m
Audit Committee
reporting threshold
£0.4m
PBT adjusted for
exceptional items
Group materiality
Annual Report and Accounts 2022 / 131
6
6
.
.
3
3
.
.
E
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We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of
£0.4m (FY21: £0.3m), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7
7
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.
1
1
.
.
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Our group audit was scoped by obtaining an understanding of the Group and its environment, including
group-wide controls, and assessing the risks of misstatement at the group level.
Based on that assessment we focused our group audit scope primarily on the audit work at seven
components including company only, which were subject to a full scope audits and audit of specific
account balances.
The seven components represent the principal business units with the Group’s reportable segments and
account for 98% of the Group’s revenue and 95% of the adjusted profit before tax and 88% of net assets.
They were also selected to provide an appropriate basis for undertaking audit work to address the risks of
material misstatement identified above. Our audit work at these components, excluding the parent
company, were executed at levels of materiality applicable to each individual entity, which were lower
than group materiality ranging from £3.1m to £3.7m (FY21: £1.8m to £2.8m).
At the group level we also tested the consolidation process and carried out analytical procedures to
confirm our conclusion that there were no significant risks of material misstatement of the aggregated
financial information of the remaining components not subject to full scope audit. None of these
components represented more than 2% of revenue or 5% profit before tax individually.
The group is audited by one audit team, led by the Senior Statutory Auditor.
7
7
.
.
2
2
.
.
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The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an
understanding of the relevant IT environment and understood the design and implementation of key
general IT controls.
9
9
7
7
%
%
1
1
%
%
2
2
%
%
R
R
e
e
v
v
e
e
n
n
u
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e
Full audit scope
Audit of specific account
balances
Review at group level
9
9
5
5
%
%
0
0
%
%
5
5
%
%
P
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x
x
Full audit scope
Audit of specific account
balances
Review at group level
8
8
8
8
%
%
0
0
%
%
1
1
2
2
%
%
N
N
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s
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s
Full audit scope
Audit of specific account
balances
Review at group level
132 / Future plc
Financial Statement
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, key audit matters, accounting estimates and revenue recognition. We did not plan to
rely on controls in any areas of the audit and instead adopted a fully substantive approach. Refer to the
Audit and Risk Committee on page 88, for further details of the Group’s internal controls development
programme.
7
7
.
.
3
3
.
.
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The Group has assessed whether there is a material impact on the Group’s carrying value of assets and
liabilities at the balance sheet date as a result of climate-related risks and have concluded that there is
not. We assessed the related disclosures with support from climate specialists and read the related
narrative in the Corporate Responsibility report to consider whether it is materially consistent with our
knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Annual Report and Accounts 2022 / 133
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
1
1
1
1
.
.
1
1
.
.
I
I
d
d
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e
n
n
t
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i
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f
y
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a
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a
a
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i
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p
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s
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In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including the
design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and
performance targets;
the group’s own assessment of the risks that irregularities may occur either as a result of fraud or
error;
results of our enquiries of management, internal audit, and the audit committee about their own
identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the group’s documentation of their policies
and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
o detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud; and
o the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations.
the matters discussed among the audit engagement team and relevant internal specialists, including
tax, valuation, IT, industry and fraud specialists regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the area of non-routine adjustments to
revenue. In common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts
134 / Future plc
Financial Statement
and disclosures in the financial statements. The key laws and regulations we considered in this context
included UK Companies Act, Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations including FCA related legislation that do
not have a direct effect on the financial statements but compliance with which may be fundamental to the
group’s ability to operate or to avoid a material penalty. These included GDPR and employment legislation.
1
1
1
1
.
.
2
2
.
.
A
A
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As a result of performing the above, we did not identify any key audit matters related to the potential risk of
fraud or non-compliance with laws and regulations.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
financial statements;
enquiring of management, the audit committee and external legal counsel concerning actual and
potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit reports and
reviewing correspondence with HMRC;
in addressing the risk of fraud through non-routine adjustments to revenue, leveraging bespoke
analytics to identify revenue entries with characteristics that appeared unusual, and testing the
appropriateness of these entries by tracing to supporting documentation and evaluating the business
rationale; and
in addressing the risk of fraud through management override of controls, testing the appropriateness
of journal entries and other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members including internal specialists and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Annual Report and Accounts 2022 / 135
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified any material misstatements in the strategic report
or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the group’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
the directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 64;
the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 71;
the directors' statement on fair, balanced and understandable set out on page 87;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 66;
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 87 and 88, and
the section describing the work of the audit committee set out on page 86.
14. Matters on which we are required to report by exception
1
1
4
4
.
.
1
1
.
.
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Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
1
1
4
4
.
.
2
2
.
.
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Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
136 / Future plc
Financial Statement
15. Other matters which we are required to address
1
1
5
5
.
.
1
1
.
.
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Following the recommendation of the Audit Committee, we were appointed by the shareholders at the Annual
General Meeting on 21 February 2021 to audit the financial statements for the year ended 30 September
2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm is therefore
two years.
1
1
5
5
.
.
2
2
.
.
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Our audit opinion is consistent with the additional report to the audit committee we are required to provide in
accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared
Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the
annual financial report has been prepared using the single electronic format specified in the ESEF RTS.
Mark Tolley, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
29 November 2022
Annual Report and Accounts 2022 / 137
138 / Future plc
Financial Statement
Consolidated income statement
for the year ended 30 September 2022
Note
Non -GAAP
Adjusted
results
£m
2022
Adjusting
items
£m
Statutory
results
£m
Non -GAAP
Adjusted
results
£m
2021
Adjusting
items
£m
Statutory
results
£m
Revenue
1, 2
Net operating expenses
3
(553.7 )
(83.1 )
(636.8 )
(4 11.0 )
(80.5 )
(491.5 )
Operating profit
(83.1 )
(80.5 )
Finance income
7
Finance costs
7
(18.7 )
(18.7 )
(7.8 )
(7.8 )
Net finance costs
(18.6 )
(18.6 )
(7 .5 )
(7 .5 )
Profit before tax
1
(83.1 )
(80.5 )
Tax (charge)/credit
8
(55.0 )
(4 7. 8 )
(38.3 )
(3.4 )
(4 1.7 )
Profit for the year attributable to owners of the parent
(75.9 )
(83.9 )
See page 146 and note 10 for a reconciliation between adjusted and statutory results.
Earnings Ordinary share
Note
2022
pence
2021
pence
Basic earnings per share
10
Diluted earnings per share
10
Consolidated statement of comprehensive income
for the year ended 30 September 2022
2022
£m
2021
£m
Profit for the year
Items that may be reclassified to the consolidated income statement
Currency translation differences
(12.3 )
Other comprehensive income/(expense) for the year
(12.3 )
Total comprehensive income for the year attributable to owners of the parent
Items in the statement above are disclosed net of tax.
Annual Report and Accounts 2022 / 139
Consolidated statement of changes in equity
for the year ended 30 September 2022
Group
Note
Issued share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Treasury
reserve
£m
Accumulated
exchange
differences
£m
Retained
(losses)/
earnings
£m
Total
equity
£m
Balance at 30 September 2020
(8.8 )
Profit for the year
Currency translation differences (net of tax)
(12.3 )
(12.3 )
Other comprehensive expense for the year
(12.3 )
(12.3 )
Total comprehensive income for the year
(12.3 )
Share capital issued during the year
22, 24
Acquisition of own shares
24
(4.9 )
(4.9 )
Share schemes
- Issue of treasury shares to employees
24
(6.1 )
- Share-based payments
6
- Current tax on options
(2.4 )
(2.4 )
- Deferred tax on options
14
Dividends paid to shareholders
9
(1.6 )
(1.6 )
Balance at 30 September 2021
(7 .6 )
(10.1 )
Profit for the year
Currency translation differences (net of tax)
Other comprehensive expense for the year
Total comprehensive income for the year
Acquisition of own shares
24
(7 .9 )
(7 .9 )
Share schemes
- Issue of treasury shares to employees
24
(7 .5 )
- Share-based payments
6
- Current tax on options
- Deferred tax on options
14
(7 .7 )
(7 .7 )
Dividends paid to shareholders
9
(3.4 )
(3.4 )
Balance at 30 September 2022
(8.0 )
Company statement of changes in equity
for the year ended 30 September 2022
Company
Note
Issued share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 30 September 2020
14.7
197.0
61.9
52.5
326.1
Loss for the year
-
-
-
(8.7)
(8.7)
Total comprehensive loss for the year
-
-
-
(8.7)
(8.7)
Share capital issued during the year
22, 24
3.4
-
411.0
-
414.4
Share schemes
- Issue of treasury shares to employees
24
-
-
-
(6.1)
(6.1)
- Share based payments
6
-
-
-
10.0
10.0
- Deferred tax on options
-
-
-
1.4
1.4
Dividends paid to shareholders
9
-
-
-
(1.6)
(1.6)
Balance at 30 September 2021
18.1
197.0
472.9
47.5
735.5
Profit for the year
-
-
-
257.9
257.9
Total comprehensive loss for the year
-
-
-
257.9
257.9
Share schemes
- Issue of treasury shares to employees
24
-
-
-
(7.5)
(7.5)
- Share based payments
6
-
-
-
11.3
11.3
- Deferred tax on options
-
-
-
1.2
1.2
Dividends paid to shareholders
9
-
-
-
(3.4)
(3.4)
Balance at 30 September 2022
18.1
197.0
472.9
307.0
995.0
140 / Future plc
Financial Statement
Consolidated balance sheet
as at 30 September 2022
Note
2022
£m
2021
£m
Assets
Non-current assets
Property, plant and equipment
11
Intangible assets - goodwill
12
Intangible assets - other
12
Deferred tax
14
Total non-current assets
Current assets
Inventories
Corporation tax recoverable
Deferred tax
14
Trade and other receivables
15
Cash and cash equivalents
16
Finance lease receivable
21
Total current assets
Total assets
Equity and liabilities
Equity
Issued share capital
22
Share premium account
24
Merger reserve
24
Treasury reserve
24
(8.0 )
(7 .6 )
Accumulated exchange differences
(10.1 )
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Lease liability due in more than one year
20
Deferred tax
14
Provisions
19
Deferred income
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Trade and other payables
17
Deferred income
Corporation tax payable
Lease liability due within one year
20
Deferred consideration
Deferred tax
14
Total current liabilities
Total liabilities
Total equity and liabilities
The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its
behalf by:
Richard Huntingford Penny Ladkin-Brand
Chair Chief Financial Officer
Annual Report and Accounts 2022 / 141
Company balance sheet
as at 30 September 2022
Note
2022
£m
2021
£m
Assets
Non-current assets
Investments in Group undertakings
13
1,273.5
1,006.7
Deferred tax
14
0.8
1.9
Trade and other receivables
15
163.6
-
Total non-current assets
1,437.9
1,008.6
Current assets
Trade and other receivables
15
27.4
73.9
Cash and cash equivalents
16
0.1
266.4
Total current assets
27.5
340.3
Total assets
1,465.4
1,348.9
Equity and liabilities
Equity
Issued share capital
22
18.1
18.1
Share premium account 24
197.0
197.0
Merger reserve 24
472.9
472.9
Retained earnings
307.0
47.5
Total equity
995.0
735.5
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
357.0
442.8
Total non-current liabilities
357.0
442.8
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
79.6
39.4
Trade and other payables
17
33.8
131.2
Total current liabilities
113.4
170.6
Total liabilities
470.4
613.4
Total equity and liabilities
1,465.4
1,348.9
As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of
comprehensive income is presented. The Company's profit for the year was £257.9m (2021: loss of £8.7m).
The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its
behalf by:
Richard Huntingford Penny Ladkin-Brand
Chair Chief Financial Officer
Future plc
03757874
142 / Future plc
Financial Statement
Consolidated cash flow statement
for the year ended 30 September 2022
2022
£m
2021
£m
Cash flows from operating activities
Cash generated from operations
Net interest paid on bank facilities
(13.7 )
(4.9 )
Interest paid on lease liabilities
(2.1 )
(0.9 )
Tax paid
(50.1 )
(25.7 )
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
(2.6 )
(3.7 )
Purchase of computer software and website development
(9.0 )
(7 .4 )
Purchase of subsidiary undertakings, net of cash acquired
(113.1 )
(169.3 )
Settlement of receivable from sellers
Net cash used in investing activities
(116.7 )
(180.4 )
Cash flows from financing activities
Costs of share issue
(0.7 )
Acquisition of own shares
(7 .9 )
(4.9 )
Drawdown of bank loans
Repayment of bank loans
(467 .1 )
(213.6 )
Drawdown/(repayment) of overdraft
(4 .6 )
Bank arrangement fees
(1.9 )
(6.4 )
Repayment of principal element of lease liabilities
(5.4 )
(6.1 )
Dividends paid
(3.4 )
(1.6 )
Net cash generated from financing activities
(389.0 )
Net increase in cash and cash equivalents
(303.1 )
Cash and cash equivalents at beginning of year
Effects of exchange rate changes on cash and cash equivalents
(1.8 )
Cash and cash equivalents at end of year
Annual Report and Accounts 2022 / 143
Notes to the consolidated cash flow statement
for the year ended 30 September 2022
A. Cash generated from operations
The reconciliation of profit for the year to cash generated from operations is set out below:
Note
Group
2022
£m
Group
2021
£m
Profit for the year
122.2
66.1
Adjustments for:
Depreciation
11
9.1
8.7
Impairment charge on tangible assets
11
6.6
1.0
Amortisation of intangible assets
12
71.3
48.7
Impairment charge on intangible assets
12
-
8.8
Share-based payments
6
11.3
10.0
Net finance costs
7
18.6
7.5
Tax charge
8
47.8
41.7
Cash generated from operations before changes
in working capital and provisions
286.9
192.5
Movement in provisions
19
0.5
0.2
Increase in inventories
(0.2)
(0.2)
(Increase)/decrease in trade and other receivables
15
(3.8)
8.9
Decrease in trade and other payables
17
(14.9)
(4.2)
Cash generated from operations
268.5
197.2
B. Analysis of net debt
The definition of net debt is provided in the 'Presentation of non-statutory measures' section of the Accounting policies, on page 145.
Group
1 October
2021
£m
Cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2022
£m
Cash and cash equivalents
324.3
(316.1)
13.0
-
8.0
29.2
Debt due within one year
(42.5)
(38.3)
(2.4)
(0.6)
-
(83.8)
Debt due after more than one year
(458.1)
410.8
(296.2)
(2.2)
(23.3)
(369.0)
Net debt
(176.3)
56.4
(285.6)
(2.8)
(15.3)
(423.6)
Group
1 October
2020
£m
Cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2021
£m
Cash and cash equivalents
19.3
293.5
13.3
-
(1.8)
324.3
Debt due within one year
(7.8)
(31.4)
(3.2)
(0.1)
-
(42.5)
Debt due after more than one year
(73.6)
(303.2)
(80.0)
(1.6)
0.3
(458.1)
Net debt
(62.1)
(41.1)
(69.9)
(1.7)
(1.5)
(176.3)
144 / Future plc
Financial Statement
C. Reconciliation of movement in net debt
Group
2022
£m
Group
2021
£m
Net debt at start of year
(176.3)
(62.1)
(Decrease)/increase in cash and cash equivalents
(303.1)
306.8
Decrease/(increase) in borrowings
73.9
(417.8)
Other non-cash changes
(2.8)
(1.7)
Exchange movements
(15.3)
(1.5)
Net debt at end of year
(423.6)
(176.3)
D. Changes in financial assets and financial liabilities
Group
1 October
2021
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other
non cash
movements
£m
30 September
2022
£m
Financial assets
Trade and other receivables (net)
73.5
(7.4)
25.0
8.7
-
99.8
Cash and cash equivalents
324.3
(316.1)
13.0
8.0
-
29.2
Finance lease receivable
1.9
(0.6)
2.7
-
2.1
6.1
Total financial assets
399.7
(324.1)
40.7
16.7
2.1
135.1
Financial liabilities
Trade and other payables
(125.2)
64.3
(66.6)
(11.3)
-
(138.8)
Lease liabilities
(48.9)
6.0
(20.7)
(1.9)
(2.4)
(67.9)
Current borrowings
(43.1)
(38.6)
(2.4)
-
-
(84.1)
Non-current borrowings
(463.1)
409.1
(296.2)
(23.3)
-
(373.5)
Total financial liabilities
(680.3)
440.8
(385.9)
(36.5)
(2.4)
(664.3)
Net financial assets and liabilities
(280.6)
116.7
(345.2)
(19.8)
(0.3)
(529.2)
Group
1 October
2020
£m
Cash flows
£m
Acquisitions
£m
Exchange
movements
£m
Other non
cash move
-
ments
£m
30 September
2021
£m
Financial assets
Trade and other receivables (net)
58.7
(2.2)
18.5
(1.5)
-
73.5
Cash and cash equivalents
19.3
293.5
13.3
(1.8)
-
324.3
Finance lease receivable
1.6
(0.4)
-
-
0.7
1.9
Total financial assets
79.6
290.9
31.8
(3.3)
0.7
399.7
Financial liabilities
Trade and other payables
(104.8)
7.7
(28.6)
0.5
-
(125.2)
Lease liabilities
(24.7)
6.5
(3.5)
0.4
(27.6)
(48.9)
Current borrowings
(7.8)
(32.1)
(3.2)
-
-
(43.1)
Non-current borrowings
(74.5)
(308.3)
(80.0)
(0.3)
-
(463.1)
Total financial liabilities
(211.8)
(326.2)
(115.3)
0.6
(27.6)
(680.3)
Net financial assets and liabilities
(132.2)
(35.3)
(83.5)
(2.7)
(26.9)
(280.6)
Annual Report and Accounts 2022 / 145
The Company has appl ed F nanc al Report ng
Standard 101 Reduced D sclosure Framework
(FRS 101) ssued by the F nanc al Report ng
Counc l (FRC) ncorporat ng the Amendments
to FRS 101 ssued by the FRC n July 2015, and
the amendments to Company law made by
The Compan es, Partnersh ps and Groups
(Accounts and Reports) Regulat ons 2015. n
these financ al statements, the Company has
appl ed the exempt ons ava lable under FRS
101 n respect of the follow ng d sclosures
- A Cash Flow Statement and related notes
- Comparat ve per od reconc l at ons for
share cap tal and tang ble fixed assets
- D sclosures n respect of transact ons w th
wholly owned subs d ar es
- D sclosures n respect of cap tal
management
- The effects of new but not yet effect ve
FRSs and
- D sclosures n respect of the compensat on
of Key Management Personnel.
The Company produces consol dated financ al
statements wh ch are prepared n accordance
w th nternat onal F nanc al Report ng
Standards. As the consol dated financ al
statements of the Company nclude the
equ valent d sclosures, the Company has also
taken the exempt ons under FRS 101 ava lable
n respect of the follow ng d sclosures
- FRS 2 Share Based Payments n respect of
group settled share based payments and
- The d sclosures requ red by FRS 7 and
FRS 13 regard ng financ al nstrument
d sclosures have not been prov ded.
As perm tted by s408 of the Compan es Act
2006 the Company has elected not to
present ts own profit and loss account or
statement of comprehens ve ncome for the
year. The profit attr butable to the Company
s d sclosed n the footnote to the
Company s balance sheet.
New or revised accounting standards
and interpretations adopted in the year
The follow ng standards and amendments
became effect ve n the year
- amendments to FRS 4, FRS 7, FRS 9, FRS
16 and AS 39 regard ng replacement ssues
n the context of the BOR reform and
- amendments to FRS 16 relat ng to the
extens on of the exempt on from assess ng
whether a COV D-19 related rent concess on
s a lease mod ficat on.
There has been no mater al mpact from the
adopt on of new standards, amendments to
standards or nterpretat ons wh ch are
relevant to the Group.
New accounting standards,
amendments and interpretations
that are issued but not yet applied by
the Group
Certa n new standards, amendments and
nterpretat ons to ex st ng standards have
been publ shed that are mandatory for
account ng per ods beg nn ng on or after 1
October 2022 and wh ch the Group has chosen
not to adopt early. These nclude the follow ng
standards wh ch are relevant to the Group
- amendment to AS 1
Amendments
regarding the classification of liabilities
and Amendments regarding the
disclosure of accounting policies;
- AS 8
Amendments regarding the
definition of accounting estimates;
- AS 12
Amendments regarding deferred
tax on leases and decommissioning
obligations;
- AS 16
Amendments prohibiting a
company from deducting from the cost of
property, plant and equipment amounts
received from selling items produced
while the company is preparing the asset
for its intended use;
- AS 37
Amendments regarding the costs
to include when assessing whether a
contract is onerous;
- FRS 3
Amendments updating a reference
to the Conceptual Framework
- FRS 9
Amendments relating to the fees
in the '10 per cent' test for derecognition
of financial liabilities
- FRS 16
Amendments to clarify how a
seller-lessee subsequently measures sale
and leaseback transactions;
and
- Annual mprovements to FRS Standards
2018-2020 Cycle.
The Group does not expect that the
standards and amendments ssued but not
yet effect ve w ll have a mater al mpact on
results or net assets.
Presentation of non-statutory
measures
The D rectors bel eve that adjusted results and
adjusted earn ngs per share prov de add t onal
useful nformat on on the core operat onal
performance of the Group to shareholders, and
rev ew the results of the Group on an adjusted
bas s nternally. The term adjusted s not a
defined term under FRS and may not therefore
be comparable w th s m larly t tled profit
measurements reported by other compan es. t
s not ntended to be a subst tute for, or
super or to, FRS measurements of profit.
Adjustments are made n respect of
- Share-based payments – share-based
payment expenses (relat ng to equ ty-
settled share awards w th vest ng per ods
longer than 12 months), together w th
assoc ated soc al secur ty costs, are
excluded from the adjusted results of the
Group as the D rectors bel eve they result
n a level of charge that would d stort the
user s v ew of the core trad ng performance
of the Group. Deta ls of share-based
payments are shown n note 23.
Accounting policies
Compliance statement and basis of preparation
Company s reg stered off ce and ts reg stered number are g ven on pages 141 and 195. The financ al statements consol date those of Future plc
and ts subs d ar es (the Group).
The Consol dated F nanc al Statements have been prepared n accordance w th nternat onal account ng standards n conform ty w th the
requ rements of the Compan es Act 2006 and UK adopted FRSs.
The pr nc pal account ng pol c es appl ed n the preparat on of the consol dated financ al statements publ shed n th s 2022 Annual Report
are set out on pages 145 to 151. These pol c es have been appl ed cons stently to all years presented, unless otherw se stated below. These
financ al statements have been prepared under the h stor cal cost convent on, except for der vat ve financ al nstruments, and cont ngent and
deferred cons derat on, wh ch are measured at fa r value.
The go ng concern bas s has been adopted n prepar ng these financ al statements as stated by the D rectors on page 123.
146 / Future plc
Financial Statement
- Except onal tems – the Group cons ders
tems of ncome and expense as
except onal and excludes them from the
adjusted results where the nature of the
tem, or ts s ze, s mater al and/or s not
related to the core trad ng of the Group so
as to ass st the user of the financ al
statements to understand the results of the
core underly ng operat ons of the Group.
The pr or and current year mpa rment
charges recogn sed n respect of acqu red
ntang ble assets has been excluded from
the adjusted results of the Group as t s
non-cash and relates to acqu red ntang ble
assets for wh ch amort sat on s already
cons dered to be an adjust ng tem. As such
t s not cons dered to be reflect ve of the
core trad ng performance of the Group.
Deta ls of except onal tems are shown
n note 5.
- Amort sat on of acqu red ntang ble
assets – the amort sat on charge for
those ntang ble assets recogn sed on
bus ness comb nat ons s excluded from
the adjusted results of the Group s nce
they are non-cash charges ar s ng from
non-trad ng nvestment act v t es. As
such, they are not cons dered to be
reflect ve of the core trad ng
performance of the Group.
The follow ng adjustments are only
relevant n the context of the pr or
year results
- mpact of the UK tax rate change – th s
was substant vely enacted n the UK n
May 2021 and results n tax rates
ncreas ng from 19% to 25% n 2023. Th s
was excluded from the adjusted results
of the Group as t resulted n a one-off
non-cash mpact on the Group s deferred
tax balances and would otherw se
s gn ficantly d stort the Group s core
tax charge.
The tax related to adjust ng tems s the tax
effect of the tems above, calculated us ng
the standard rate of corporat on tax n the
relevant jur sd ct on.
Reference to core or underly ng reflects the
trad ng results of the Group w thout the
mpact of amort sat on of acqu red ntang ble
assets, except onal tems, share-based
payment expenses (relat ng to equ ty-settled
share awards w th vest ng per ods longer than
12 months), together w th assoc ated soc al
secur ty costs and any tax related effects that
would otherw se d stort the users
understand ng of the Group s performance. n
the pr or year th s also excludes the mpact of
the UK tax rate change and mpa rment charge
n respect of acqu red ntang ble assets.
A reconc l at on of adjusted operat ng profit
to profit before tax s shown below
2022
£m
2021
£m
Adjusted operating profit
271.7
195.8
Adjusted net finance costs (note 7
)
(18.6)
(7.5)
Adjusted profit before tax
253.1
188.3
Adjusting items:
Share-based payments
(including social
security costs) (note 6)
(6.9)
(14.8)
Exceptional items (note 5)
(17.9)
(27.4)
Amortisation of acquired
intangibles (note 12)
(58.3)
(38.3)
Profit before tax
170.0
107.8
A summary table of all measures s ncluded
below
A reconc l at on between adjusted and
statutory earn ngs per share measures s
shown n note 10.
Basis of consolidation
The consol dated financ al statements
ncorporate the financ al statements of Future
plc (the Company) and ts subs d ary
undertak ngs. Subs d ar es are all ent t es
controlled by the Group. Control ex sts when
the Group s e ther exposed to or has the
r ghts to var able returns from ts nvolvement
w th the ent ty and has the ab l ty to affect
those returns through ts power over the
ent ty. Subs d ar es are fully consol dated
from the date on wh ch control s transferred
to the Group. They are deconsol dated from
the date that control ceases. The purchase
method of account ng s used to account for
the acqu s t on of subs d ar es by the Group.
APM
Closest
equivalent
statutory
measure
Definition
Adjusted
operating
profit
Operating
profit
Adjusted operating profit represents earnings before share-
based payments (relating to equity-settled awards with vesting
periods longer than 12 months) and related social security costs,
amortisation of acquired intangible assets, exceptional items and
the prior year fair value movements on contingent consideration.
This is a key management incentive metric, used within the
Group’s Deferred Annual Bonus Plan.
Adjusted operating profit margin is adjusted operating profit as
a percentage of revenue.
Adjusting items are shown in the table below and defined in the
table commentary.
Adjusted
profit
before tax
Profit
before tax
Adjusted profit before tax represents earnings before share-
based payments (relating to equity-settled awards with vesting
periods longer than 12 months) and related social security costs,
interest, tax, amortisation of acquired intangible assets, excep-
tional items, and any related tax effects.
Adjusting items are shown in the table below and defined in the
table commentary.
Adjusted
diluted
earnings
per share
Diluted
earnings
per share
Adjusted diluted earnings per share (EPS) represents adjusted
profit after tax divided by the weighted average dilutive number
of shares at the year end date.
This is a key management incentive metric, used within the
Group’s Performance Share Plan.
A reconciliation is provided in note 10.
Adjusted
effective
tax rate
Effective
tax rate
Adjusted effective tax rate is defined as the effective tax rate ad-
justed for the tax impact of adjusting items and any other one-off
impacts that distort a user’s view of the tax charge that would be
expected to arise on the core trading profit of the Group on a recur-
ring basis. The tax impact of adjusting items is provided in note 8.
Adjusted
operating
cash flow
Operating
cash flow
Adjusted operating cash flow represents cash generated from
operations adjusted to exclude cash flows relating to exceptional
items and payment of accrual for employer's taxes on share-
based payments relating to equity settled share awards with
vesting periods longer than 12 months, and to include lease
repayments following adoption of IFRS 16 Leases.
Adjusted
free cash
flow
Free cash
flow
Adjusted free cash flow is defined as adjusted operating cash flow
less capital expenditure. Capital expenditure is defined as cash-
flows relating to the purchase of property, plant and equipment
and purchase of computer software and website development.
Net debt
Statutory
net debt
Net debt is defined as the aggregate of the Group's cash and
cash equivalents and its external bank borrowings net of capital-
ised bank arrangement fees. It does not include lease liabilities
recognised following the adoption of IFRS 16 Leases.
Annual Report and Accounts 2022 / 147
The cost of an acqu s t on s measured as the
fa r value of the assets g ven, equ ty
nstruments ssued and l ab l t es ncurred or
assumed at the date of exchange, and
ncludes the fa r value of any asset or l ab l ty
result ng from a cont ngent cons derat on
arrangement. Acqu s t on-related costs are
expensed as ncurred. dent fiable assets
acqu red and l ab l t es and cont ngent
l ab l t es assumed n a bus ness
comb nat on are measured n t ally at the r
fa r values at the acqu s t on date. The excess
of the cost of acqu s t on over the fa r value
of the Group s share of the dent fiable net
assets acqu red s recorded as goodw ll.
nter-company transact ons, balances and
unreal sed ga ns on transact ons between
Group compan es are el m nated.
Unreal sed losses are also el m nated but
are cons dered an mpa rment nd cator of
the asset transferred. Account ng pol c es of
subs d ar es have been changed where
necessary to ensure cons stency w th the
pol c es adopted by the Group.
Segment reporting
The Group s organ sed and arranged
pr mar ly by geograph cal segment. The
Group also uses a sub-segment spl t of
Med a and Magaz nes for further analys s.
Operat ng segments are reported n a
manner cons stent w th the nternal
report ng prov ded to the Ch ef Operat ng
Dec s on Makers who are cons dered to be
the Execut ve D rectors of Future plc.
Revenue recognition
Revenue from contracts w th customers s
recogn sed n the ncome statement n l ne
w th the five-step model n FRS 15, to reflect
the pattern of transfer of goods and serv ces
to the customer. Revenue s recogn sed n the
ncome statement when control passes to the
customer. f the customer s multaneously
rece ves and consumes the benefits of the
contract, revenue s recogn sed over t me.
Otherw se, revenue s recogn sed at a po nt
n t me.
Revenue compr ses the transact on pr ce
of the contract, be ng cons derat on rece ved
or rece vable for the sale of goods and
serv ces n the ord nary course of the Group s
act v t es. Revenue s shown net of value-
added tax, est mated returns, rebates and
d scounts, wh ch ncludes reta l promot on
costs and advert s ng rebates, and after
el m nat ng sales w th n the Group.
For pr nt and d g tal magaz ne newstrade
and subscr pt on revenue, and d g tal
advert s ng revenues and expenses, revenue
s recogn sed as the amount pa d by the end
consumer, rather than the amount rem tted
by the agent.
Related comm ss ons pa d to agents are
recogn sed as an expense w th n cost of sales.
The follow ng recogn t on cr ter a also apply
- eCommerce revenue s recogn sed at the
t me of the related product sale.
- Magaz ne newsstand c rculat on, pr nt
subscr pt on and advert s ng revenue s
recogn sed accord ng to the date that the
related publ cat on goes on sale.
- Onl ne advert s ng revenue s recogn sed
over the per od dur ng wh ch the adverts
are served.
- Revenue from the sale of d g tal magaz ne
subscr pt ons s recogn sed un formly
over the term of the subscr pt on.
- Event ncome s recogn sed when the
event has taken place.
- L cens ng revenue s recogn sed on the
supply of the l censed content.
- Publ sher serv ces revenue s recogn sed
when the ssues are d str buted to
wholesalers.
- Revenue from broadcaster product ons s
recogn sed over the per od of
development n l ne w th expend ture
ncurred.
- Other revenue s recogn sed at the t me of
sale or prov s on of serv ce.
- Pr ce compar son revenue s recogn sed
upon complet on of the sale.
- Rewards revenue s recogn sed upon
usage of a voucher net of an est mate for
cancellat ons.
The r ght of return s cons dered to be
var able cons derat on. The probable
amount of expected returns s est mated
us ng the most-l kely amount method and
accounted for as a reduct on n revenue.
Foreign currency translation
(a) Functional and presentation
currency
tems ncluded n the financ al statements of
each of the Group s ent t es are measured
us ng the currency of the pr mary econom c
env ronment n wh ch the ent ty operates
( the funct onal currency ). The consol dated
financ al statements are presented n sterl ng,
wh ch s the Group s presentat on currency.
(b) Transactions and balances
Fore gn currency transact ons are translated
nto the funct onal currency us ng the
exchange rate preva l ng at the date of the
transact on. Fore gn exchange ga ns and
losses result ng from the settlement of such
transact ons and from the translat on at
balance sheet exchange rates of monetary
assets and l ab l t es denom nated n fore gn
currenc es are recogn sed n the ncome
statement, w th exchange d fferences
ar s ng on trad ng transact ons be ng
reported n operat ng profit and w th those
ar s ng on financ ng transact ons reported n
net finance costs unless, as a result of cash
flow hedg ng, they are reported n other
comprehens ve ncome.
(c) Group companies
The results and financ al pos t on of all the
Group ent t es that have a funct onal
currency d fferent from the presentat on
currency are translated nto the
presentat on currency as follows
( ) Assets and l ab l t es for each balance
sheet are translated at the clos ng rate at
the date of that balance sheet.
( ) ncome and expenses for each ncome
statement are translated at average
exchange rates.
( ) All result ng exchange d fferences are
recogn sed as a separate component of
equ ty and presented separately n the
Consol dated statement of changes n
equ ty.
On consol dat on, exchange d fferences
ar s ng from the translat on of the net
nvestment n fore gn operat ons, and of
borrow ngs and other currency nstruments
des gnated as hedges of such nvestments,
are taken to shareholders equ ty. When a
fore gn operat on s sold, exchange
d fferences that were recorded n equ ty are
recogn sed n the ncome statement as part of
the ga n or loss on sale.
Employee benefits
(a) Pension obligations
The Group has a number of defined
contr but on plans. For defined contr but on
plans the Group pays contr but ons nto a
pr vately adm n stered pens on plan on a
contractual or voluntary bas s. The Group has
no further payment obl gat ons once the
contr but ons have been pa d. Contr but ons
are charged to the ncome statement as they
are ncurred.
(b) Share-based compensation
The Group operates a number of share-based
compensat on plans.
The fa r value of the employee serv ces
rece ved n exchange for the grant of the
awards s recogn sed as an expense. The total
amount to be expensed over the appropr ate
serv ce per od s determ ned by reference to
the fa r value of the awards. The calculat on
of fa r value ncludes assumpt ons regard ng
the number of cancellat ons and excludes the
mpact of any non-market vest ng cond t ons
148 / Future plc
Financial Statement
(for example, earn ngs per share). Non-
market vest ng cond t ons are ncluded n
assumpt ons about the number of awards
that are expected to vest. At each balance
sheet date, the Group rev ses ts est mates of
the number of awards that are expected to
vest. t recogn ses the mpact of the rev s on
of or g nal est mates, f any, n the ncome
statement, w th a correspond ng adjustment
to equ ty for equ ty-settled awards and
l ab l t es for cash-settled awards.
The grant by the Company of share
awards to the employees of subs d ary
undertak ngs s treated as a cap tal
contr but on. The fa r value of employee
serv ces rece ved, measured by reference to
the grant date fa r value, s recogn sed over
the vest ng per od as an ncrease to
nvestment n subs d ary undertak ngs, w th
a correspond ng cred t to equ ty n the
Company s financ al statements.
Shares n the Company are held n trust
to sat sfy the exerc se of awards under
certa n of the Group s share-based
compensat on plans and except onal
awards. The trust s consol dated w th n the
Group financ al statements. These shares
are presented n the consol dated balance
sheet as a deduct on from equ ty at the
market value on the date of acqu s t on.
(c) Bonus plans
The Group recogn ses a l ab l ty and an
expense for bonuses tak ng nto
cons derat on the profit attr butable to the
Company s shareholders after certa n
adjustments. The Group recogn ses a
prov s on where contractually obl ged or
where there s a past pract ce that has
created a construct ve obl gat on.
Leases
Property leases are recogn sed on the
balance sheet as a r ght-of-use asset and
correspond ng lease l ab l ty at the date the
leased asset s ava lable for use. Lease
l ab l t es are measured at the present value
of payments less lease ncent ves
rece vable. R ght-of-use assets are
measured equal to the value of the lease
l ab l ty plus restorat on costs.
Lease payments are d scounted us ng the
nterest rate mpl c t n the lease, or where
not ava lable, the ncremental borrow ng
rate (for leases ex st ng on trans t on the
ncremental borrow ng rate).
Short-term and low-value leases (as
defined by FRS 16) are recogn sed on a
stra ght-l ne bas s as an expense n the
ncome statement.
F nance costs are charged to the ncome
statement over the lease term, at a
constant per od c rate of nterest. R ght-of-
use assets are deprec ated over the lease
term on a stra ght-l ne bas s. Each lease
payment s allocated between the l ab l ty
and finance cost.
Where the Group s a lessor, where the
lease transfers substant ally all the r sks
and rewards of ownersh p to the lessee t s
class fied as a finance lease. All others are
accounted for as operat ng leases. Where
the Group s an ntermed ate lessor, the
sublease s class fied as a finance or
operat ng lease by reference to the
r ght-of-use asset ar s ng from the head
lease. Amounts due from lessees under
finance leases are recogn sed as rece vables
at the amount of the net nvestment n the
leases. F nance lease ncome reflects a
constant per od c rate of return on the
Group s net nvestment outstand ng. Rental
ncome from operat ng leases s recogn sed
on a stra ght-l ne bas s over the term of the
relevant lease.
Tax
Tax on the profit or loss for the year
compr ses current tax and deferred tax. Tax
s recogn sed n the ncome statement
except to the extent that t relates to tems
recogn sed d rectly n equ ty n wh ch case t
s recogn sed n equ ty.
Current tax s payable based on taxable
profits for the year, us ng tax rates that have
been enacted or substant vely enacted at
the balance sheet date, along w th any
adjustment relat ng to tax payable n
prev ous years. Management per od cally
evaluates tems deta led n tax returns
where the tax treatment s subject to
nterpretat on. Taxable profit d ffers from
net profit n the ncome statement n that
ncome or expense tems that are taxable or
deduct ble n other years are excluded – as
are tems that are never taxable or
deduct ble. Current tax assets relate to
payments on account not offset aga nst
current tax l ab l t es.
Deferred tax s prov ded for n full, us ng
the l ab l ty method, on temporary
d fferences ar s ng between the tax bases of
assets and l ab l t es and the r carry ng
amounts n the consol dated financ al
statements. However, deferred tax s not
accounted for f t ar ses from n t al
recogn t on of an asset or l ab l ty n a
transact on other than a bus ness
comb nat on that at the t me of the
transact on affects ne ther account ng nor
taxable profit or loss. Deferred tax s
determ ned us ng tax rates (and laws) that
have been enacted or substant vely enacted
by the balance sheet date and are expected
to apply when the related deferred tax
asset s real sed or the deferred tax l ab l ty
s settled n the appropr ate terr tory.
Deferred tax assets are recogn sed to the
extent that t s probable that future taxable
profits w ll be ava lable aga nst wh ch the
temporary d fferences can be ut l sed.
Deferred tax s prov ded on temporary
d fferences ar s ng on nvestments n
subs d ar es, except where the t m ng of the
reversal of the temporary d fference s
controlled by the Group and t s probable
that the temporary d fference w ll not
reverse n the foreseeable future.
Certa n deferred tax assets and l ab l t es
are offset aga nst each other where they
relate to the same jur sd ct on and there s a
legally enforceable r ght to offset.
Uncerta n tax pos t ons are prov ded for
under AS 12, w th due cons derat on for the
nterpret ve gu dance n FR C 23. Each
uncerta n tax treatment s cons dered e ther
separately or together w th other uncerta n
pos t ons n the same jur sd ct on,
depend ng on wh ch approach better
pred cts the resolut on of the uncerta nty.
The effect of the uncerta nty s measured
w th reference to the expected value, .e. the
sum of the probab l ty-we ghted amounts n
a range of poss ble outcomes. The expected
value better pred cts the resolut on of the
uncerta nty where there s a range of
poss ble outcomes.
Deferred tax in business
combinations
n bus ness comb nat ons, deferred tax s
calculated at the date of acqu s t on. Where
the fa r value (and therefore the acqu s t on
account ng value) of assets acqu red s
d fferent from ts tax base, a deferred tax
asset or l ab l ty s recogn sed on the
temporary d fference. The tax base s
dependent on the expected tax deduct ons
ava lable n the appl cable jur sd ct on over
the l fe of the asset.
Dividends
All d v dend d str but ons to the Company s
shareholders are recogn sed as a l ab l ty n
the financ al statements n the per od n
wh ch they are approved.
Property, plant and equipment
Property, plant and equ pment s stated at
cost (or deemed cost) less accumulated
deprec at on and mpa rment losses. Cost
Annual Report and Accounts 2022 / 149
ncludes expend ture that s d rectly
attr butable to the acqu s t on of the tems.
Depreciation
Deprec at on s calculated us ng the
stra ght-l ne method to allocate the cost of
property, plant and equ pment less
res dual value over est mated useful l ves,
as follows
• Land and bu ld ngs – 50 years or per od
of the lease f shorter.
• Plant and mach nery – between one and
five years.
• Equ pment, fixtures and fitt ngs
– between one and five years.
• R ght-of-use assets – lease term.
The assets res dual values and useful l ves
are rev ewed, and adjusted f appropr ate,
at each balance sheet date. An asset s
carry ng amount s wr tten down
mmed ately to ts recoverable amount f
the asset s carry ng amount s greater than
ts est mated recoverable amount.
Ga ns and losses on d sposals are
determ ned by compar ng proceeds w th
carry ng amounts. These are ncluded n the
ncome statement.
Intangible assets
(a) Goodwill
Goodw ll represents the d fference between
the cost of the acqu s t on and the fa r value
of net dent fiable assets acqu red.
Goodw ll s stated at cost less any
accumulated mpa rment losses. Goodw ll s
allocated to appropr ate groups of cash
generat ng un ts (those expected to benefit
from the bus ness comb nat on) and t s not
subject to amort sat on but s tested annually
for mpa rment.
(b) Acquired intangible assets
These ntang ble assets have a fin te useful
l fe and are stated at cost less accumulated
amort sat on. Assets acqu red as part of a
bus ness comb nat on are n t ally stated at
fa r value. Amort sat on s calculated us ng
the stra ght-l ne method to allocate the cost
of these ntang bles over the r est mated
useful l ves (typ cally between one and
twenty years).
Expend ture ncurred on the launch of new
magaz ne t tles s recogn sed as an expense
n the ncome statement as ncurred.
(c) Computer software and website
development
Non- ntegral computer software purchases
are stated at cost less accumulated
amort sat on. Costs ncurred n the
development of new webs tes are
cap tal sed only where the cost can be
d rectly attr buted to develop ng the
webs te to operate n the manner ntended
by management and only to the extent of
the future econom c benefits expected from
ts use. These costs are amort sed on a
stra ght-l ne bas s over the r est mated
useful l ves (between one and three years).
Costs assoc ated w th ma nta n ng
computer software or webs tes are
recogn sed as an expense as ncurred.
Impairment tests and
Cash-Generating Units (CGUs)
A CGU s defined as the smallest
dent fiable group of assets that generates
cash nflows that are largely ndependent
of the cash nflows from other assets or
groups of assets.
Goodw ll s not amort sed but tested for
mpa rment at least once a year or more
frequently when there s an nd cat on that t
may be mpa red. Therefore, the evolut on
of general econom c and financ al trends as
well as actual econom c performance
compared to market expectat ons represent
external nd cators that are analysed by the
Group, together w th nternal performance
nd cators, n order to assess whether an
mpa rment test should be performed more
than once a year.
AS 36
Impairment of Assets
requ res
these tests to be performed at the level of
each CGU or group of CGUs l kely to benefit
from acqu s t on-related synerg es, w th n
an operat ng segment.
Any mpa rment of goodw ll s recorded
n the ncome statement as a deduct on
from operat ng profit and s never reversed
subsequently.
Other ntang ble assets w th a fin te l fe
are amort sed and are tested for mpa rment
only where there s an nd cat on that an
mpa rment may have occurred.
Recoverable amount
To determ ne whether an mpa rment loss
should be recogn sed, the carry ng value of
the assets and l ab l t es of the CGUs or
groups of CGUs s compared to the r
recoverable amount.
Carry ng values of CGUs and groups of
CGUs tested nclude goodw ll and assets
w th fin te useful l ves (property, plant and
equ pment and ntang ble assets).
The recoverable amount of a CGU s the
h gher of ts fa r value less costs to sell and
ts value n use. Fa r value less costs to sell
s the best est mate of the amount
obta nable from the sale of an asset n an
arm s length transact on between
knowledgeable, w ll ng part es, less the
costs of d sposal. Th s est mate s
determ ned, on 30 September, on the bas s
of the d scounted present value of
expected future cash flows plus a term nal
value and reflects general market
sent ment and cond t ons.
Value n use s the present value of the
future cash flows expected to be der ved
from the CGUs or group of CGUs. Cash flow
project ons are based on econom c
assumpt ons and forecast trad ng
cond t ons drawn up by the Group s
management, as follows
• cash flow project ons are based on three-
year bus ness plans
• cash flow project ons beyond that
t me frame are extrapolated by
apply ng a country-spec fic growth
rate to perpetu ty for both the US,
Austral a and the UK and
• the cash flows obta ned are d scounted
us ng appropr ate rates for the bus ness
and the terr tor es concerned.
f goodw ll has been allocated to a CGU and
an operat on w th n that CGU s d sposed of,
the goodw ll assoc ated w th that operat on
s ncluded n the carry ng amount of the
operat on n determ n ng the profit or loss
on d sposal. The goodw ll allocated to the
d sposal s measured on the bas s of the
relat ve profitab l ty of the operat on
d sposed and the operat ons reta ned.
Inventories
nventor es are stated at the lower of cost
and net real sable value. For raw mater als,
cost s taken to be the purchase pr ce on a
first n, first out bas s. For fin shed goods,
cost s calculated as the d rect cost of
product on. t excludes borrow ng costs.
Net real sable value s the est mated sell ng
pr ce n the ord nary course of bus ness, less
appl cable var able sell ng expenses.
Trade and other receivables
Trade and other rece vables are n t ally
recogn sed at fa r value and subsequently
measured at amort sed cost us ng the
effect ve nterest method, less a loss
allowance. The Group appl es the FRS 9
s mpl fied approach to measur ng expected
cred t losses, wh ch uses a l fet me expected
loss allowance for all trade rece vables.
Expected loss rates, calculated based on
h stor cal cred t losses, are appl ed to trade
rece vables grouped based on days past due.
150 / Future plc
Financial Statement
Cash and cash equivalents
Cash and cash equ valents nclude cash n
hand and depos ts held on call w th banks.
Bank overdrafts are shown w th n
borrow ngs n current l ab l t es on the
balance sheet.
Trade and other payables
Trade and other payables are n t ally
recogn sed at fa r value and subsequently
measured at amort sed cost.
Borrowings
Borrow ngs are recogn sed n t ally at fa r
value, net of transact on costs ncurred.
Borrow ngs are subsequently stated at
amort sed cost w th any d fference between
the proceeds (net of transact on costs) and the
redempt on value recogn sed n the ncome
statement over the per od of the borrow ngs
us ng the effect ve nterest method.
Borrow ngs are class fied as current
l ab l t es unless the Group has an
uncond t onal r ght to defer settlement of the
l ab l ty for at least 12 months after the
balance sheet date.
Provisions
Prov s ons are recogn sed when the Group
has a present legal or construct ve obl gat on
as a result of past events, and t s more l kely
than not that an outflow of resources w ll be
requ red to settle the obl gat on.
Prov s ons are measured at the D rectors
best est mate of the expend ture requ red to
settle the obl gat on at the balance sheet
date, and are d scounted to present value
where the effect s mater al.
Investments
The Company s nvestments n subs d ary
undertak ngs are stated at the fa r value of
cons derat on payable, nclud ng related
acqu s t on costs, less any prov s ons for
mpa rment.
Exceptional items
The Group cons ders tems of ncome and
expense as except onal and excludes them
from the adjusted results where the nature of
the tem, or ts s ze, s mater al and/or s not
related to the core trad ng of the Group so as
to ass st the user of the financ al statements
to understand the results of the core
underly ng operat ons of the Group. Deta ls
of except onal tems are shown n note 5.
Critical accounting assumptions,
judgements and estimates
The preparat on of the financ al statements
under FRS requ res the use of certa n cr t cal
account ng assumpt ons and requ res
management to exerc se ts judgement and
to make est mates n the process of apply ng
the Group s account ng pol c es.
Critical judgements in applying the
Group’s accounting policies
The areas where the Board has made cr t cal
judgements n apply ng the Group s
account ng pol c es (apart from those
nvolv ng est mat ons wh ch are dealt w th
separately below) are
(a) Accounting for acquisitions
Management appl es judgement n
account ng for acqu s t ons, nclud ng
dent fy ng assets ar s ng from the appl cat on
of FRS 3
Business combinations
, undertak ng
Purchase Pr ce Allocat on exerc ses to allocate
value between assets acqu red, nclud ng the
allocat on between ntang ble assets and
goodw ll, and where relevant valu ng
cont ngent cons derat on. Key judgements are
made n respect of d scount rates, growth
rates, royalty rates and the est mated l fe of
ntang bles, for wh ch sens t v ty analys s has
been prov ded n sect on (a) below. See note
28 for further deta l.
(b) Exceptional items
Due to the s gn ficant acqu s t on-related
act v ty, there are a number of tems wh ch
requ re judgement to be appl ed n
determ n ng whether they are except onal n
nature. n the current year these nclude
acqu s t on related costs of £4.7m nclud ng
£2.9m and £1.2m relat ng to the Denn s and
Who What Wear acqu s t ons respect vely, n
add t on to £1.7m and £0.6m of restructur ng
costs attr butable to the rev ew of t tles n
our portfol o and bu ld ng of a finance centre
of excellence n Bath and a £10.9m net
expense relat ng to onerous propert es. See
notes 5 and 28 for further deta ls.
(c) Determining the basis on which
goodwill is allocated and monitored
for goodwill impairment testing
Judgement s appl ed n the dent ficat on of
cash-generat ng un ts (“CGUs ) as well as
the bas s on wh ch goodw ll s mon tored.
Goodw ll cannot be mon tored at a lower
level than the operat ng segment level and
although Austral a s not d sclosed as a
reportable segment (as outl ned n Note 1 t
s aggregated w th the UK), th s s only
because t represents less than 10% of the
Group s results (and therefore s not
requ red to be reported separately under
FRS 8 Operat ng segments).
G ven the speed of ntegrat on of
acqu s t ons and the nterdependency of
revenues across the Group, both between
ts brands, the Med a and Magaz ne
sub-segments and globally the D rectors
rema n comfortable w th the cont nued
dent ficat on of the UK and the US as the
other pr mary groups of CGUs used n
mpa rment test ng, based on how goodw ll
s mon tored.
Key sources of estimation
uncertainty
The follow ng s an area of key source of
est mat on uncerta nty that may have a
s gn ficant r sk of caus ng a mater al
adjustment to the carry ng amounts of assets
and l ab l t es w th n the next financ al year
(a) Valuation of acquired intangible
assets
Acqu s t ons may result n the recogn t on of
ntang ble assets, such as t tles, trademarks,
brands, customer l sts, subscr ber
databases, creat ve serv ces relat onsh ps,
content, advert s ng relat onsh ps, customer
relat onsh ps, publ sh ng r ghts, non-
compete agreements and eCommerce
technology. These assets are valued us ng a
d scounted cash flow model, Mult -per od
Excess Earn ngs Method (“MEEM ), or a
rel ef from royalty method. n apply ng
these valuat on methods, a number of key
assumpt ons are made n respect of
d scount rates, growth rates, royalty rates
and the est mated l fe of ntang bles. Dur ng
the year, such cr t cal est mates have been
made regard ng the Denn s acqu s t on. The
Group has assessed the sens t v ty of the
Denn s ntang ble asset values recogn sed
to changes n key assumpt ons, wh ch have
been dent fied as revenue and forecast
adjusted operat ng profit. A 25% ncrease n
the forecast revenue used n the Denn s
valuat on models would ncrease the
amounts recogn sed n respect of brands by
£10.4m and subscr ber relat onsh ps by
£2.6m, g v ng r se to an ncrease n the
deferred tax l ab l ty recogn sed on
acqu s t on of £3.3m, and would reduce the
level of goodw ll by £9.7m. A 25% decrease
n the forecast revenue used n the
valuat on models would decrease the
amounts recogn sed n respect of brands by
£9.4m and subscr ber relat onsh ps by
£2.3m, g v ng r se to a reduct on n the
deferred tax l ab l ty recogn sed on
acqu s t on of £2.9m, and would reduce the
Annual Report and Accounts 2022 / 151
level of goodw ll by £8.8m.
A 5% ncrease n the forecast adjusted
operat ng profit used n the Denn s
valuat on models would ncrease the
amounts recogn sed n respect of brands by
£17.4m, subscr ber relat onsh ps by £2.4m
and advert ser relat onsh ps by £2.3m,
g v ng r se to an ncrease n the deferred tax
l ab l ty recogn sed on acqu s t on of £5.5m,
and would reduce the level of goodw ll by
£16.6m. A 5% decrease n the forecast
adjusted operat ng profit used n the
valuat on models would decrease the
amounts recogn sed n respect of brands by
£17.5m, subscr ber relat onsh ps by £2.3m
and advert ser relat onsh ps by £2.0m,
g v ng r se to a reduct on n the deferred tax
l ab l ty recogn sed on acqu s t on of £5.5m,
and would reduce the level of goodw ll by
£16.3m. See notes 12 and 28 for further deta ls.
152 / Future plc
Financial Statement
Notes to the financial statements
1. SEGMENTAL REPORTING
The Group is organised and arranged primarily by reportable segment. The Executive Directors consider the performance of the
business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK
segment and is not reported separately due to its size. The Group also uses a sub-segment split of Media (websites and events) and
Magazines for further analysis. The Group considers that the assets within each geographical segment are exposed to the same risks.
(a) Reportable segment
(i) Segment revenue
Sub-segment
2022
Sub-segment
2021
Media
£m
Magazines
£m
Total
£m
Media
£m
Magazines
£m
Total
£m
Segment:
UK
284.2
215.3
499.5
220.4
176.2
396.6
US
251.0
74.9
325.9
202.4
7.8
210.2
Total
535.2
290.2
825.4
422.8
184.0
606.8
Transactions between segments are carried out at arm’s length.
(ii) Segment adjusted operating profit
Adjusted operating profit is used by the Executive Directors to assess the performance of each segment. Operating profit for the
Media and Magazines sub-segments is not reported internally, as overheads are not fully allocated on this basis. The table below
shows the impact of intra-group adjustments on the adjusted operating profit for the UK and US segments:
2022
2021
Adjusted operating
profit prior to
intra-group
adjuments
£m
Intra-group
adjustments
£m
Adjusted
operating profit
£m
Adjusted operating
profit prior
to intra-group
adjustments
£m
Intra-group
adjustments
£m
Adjusted
operating profit
£m
Segment:
UK
60.5
88.2
148.7
64.9
68.7
133.6
US
211.2
(88.2)
123.0
130.9
(68.7)
62.2
Total
271.7
-
271.7
195.8
-
195.8
Intra-group adjustments relate to the net impact of charges from the UK to the US in respect of management fees (for back office
revenue functions such as finance, HR and IT which are largely based in the UK) and licence fees for the use of intellectual property.
The increase in the year is driven by the increased operating margin achieved by the Group and the growth in media revenue in the
US following acquisitions.
A reconciliation of total segment adjusted operating profit to profit before tax is provided as follows:
2022
£m
2021
£m
Adjusted operating profit
271.7
195.8
Share-based payments (including social security costs)
(6.9)
(14.8)
Amortisation of acquired intangibles
(58.3)
(38.3)
Exceptional items (note 5)
(17.9)
(27.4)
Net finance costs
(18.6)
(7.5)
Profit before tax
170.0
107.8
Annual Report and Accounts 2022 / 153
(iii) Segment assets and liabilities
Segment assets
Segment liabilities
Segment net assets
2022
£m
2021
£m
2022
£m
2021
£m
2022
£m
2021
£m
Segment:
UK
1,246.0
1,356.3
(629.9)
(738.3)
616.1
618.0
US
712.1
274.8
(267.5)
(30.5)
444.6
244.3
Total
1,958.1
1,631.1
(897.4)
(768.8)
1,060.7
862.3
(iv) Other segment information
Non-current assets
Additions to
non-current assets
Depreciation
and amortisation
Exceptional
items
2022
£m
2021
£m
2022
£m
2021
£m
2022
£m
2021
£m
2022
£m
2021
£m
Segment:
UK
1,079.9
980.7
158.8
745.0
55.8
43.2
14.0
25.9
US
688.9
221.4
387.0
27.2
24.6
14.2
3.9
1.5
Total
1,768.8
1,202.1
545.8
772.2
80.4
57.4
17.9
27.4
The non-current assets in the table above exclude deferred tax.
Other than the items disclosed above and a share-based payments charge (excluding social security costs) of £11.3m (2021: £10.0m), of
which £9.5m relates to the UK segment (2021: £8.4m) and £1.8m relates to the US segment (2021: £1.6m), and impairment of acquired
intangible assets of £nil (2021: £8.8m) solely relating to the UK segment, there were no other significant non-cash charges during the
year.
(b) Business segment
(i) Gross profit by business segment
Sub-segment
2022
Sub-segment
2021
Media
£m
Magazines
£m
Other
£m
Add back
distribution
expenses
£m
Total
£m
Media
£m
Magazines
£m
Other
£m
Add back
distribution
expenses
£m
Total
£m
Segment:
UK
203.3
127.5
(136.2)
31.1
225.7
163.5
109.4
(114.1)
21.3
180.1
US
224.0
54.3
(80.8)
11.4
208.9
182.6
4.4
(44.8)
1.7
143.9
Total
427.3
181.8
(217.0)
42.5
434.6
346.1
113.8
(158.9)
23.0
324.0
No end customer, or other single customer or group of customers under common control contributed 10% or more to the Group’s
revenue in either the current or prior year. The above analysis excludes the impact of intra-group adjustments.
Other relates mainly to sales, marketing and editorial related costs that are not directly attributable to Media or Magazines.
2. REVENUE
The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.
Timing of satisfaction of performance obligations
Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and
consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time.
The table overleaf provides detail for each revenue stream:
154 / Future plc
Financial Statement
Revenue
stream
Nature, timing and satisfaction of
performance obligations Revenue recognition
Online
advertising
revenue
The Group operates a number of websites with advertising space
on their webpages which are sold via first party and programmatic/
third party routes. Customers can purchase by time and number of
impressions.
For impressions, the performance obligation is the presentation of
the advert to the customer. For time-based adverts, the performance
obligation is the provision of an advert over a period of time to be seen
by the customer.
Revenue is recognised at the point the advert is presented
to the consumer or over the period during which the
advertisements are served.
Principal vs agent considerations mean revenue under
certain contracts is recognised on a gross basis and some is
recognised on a net basis.
eCommerce
revenue
The Group earns commission when purchases are made directly from
third parties by consumers clicking through to these products through
links on the Group’s websites. The facilitation of each product sale
reflects a separate performance obligation.
Revenues related to these commissions are recognised at the
time of the related product sale, less an estimate to reflect the
likelihood of product returns to the retailer based on historic
return rates.
Print and
digital
magazine
subscriptions
Subscriptions of magazines are sold online, with subscribers sent
a digital or print version of the magazine every month (or multiple
versions in a ‘double issue month’).
Cash is received in advance (either annually or monthly via direct
debit).
For print subscriptions each magazine delivered represents a distinct
performance obligation, whereas for digital magazines providing
access to the digital content represents a distinct performance
obligation.
For digital magazines cash collected in advance is deferred, with
revenue recognised uniformly over the term of the subscription.
For print magazines cash collected in advance is deferred,
with revenue recognised at a point in time when the relevant
publication being subscribed to goes on sale.
Principal vs agent considerations mean revenue under certain
contracts is recognised on a gross basis and some is recognised
on a net basis.
Magazine
newsstand
circulation
and
advertising
revenue
Single issues of magazines are sold in stores and online.
The provision of each issue is a separate performance obligation, which
is satisfied when the issue goes on sale.
Revenue is recognised at a point in time on the date that the
related publication goes on sale based on the estimate of sales
net of returns.
Principal vs agent considerations mean revenue under certain
contracts is recognised on a gross basis and some is recognised
on a net basis.
Event income
The Group holds a number of events throughout the year, including shows
and awards events, held physically and virtually. Revenue arises from the
following:
- Stand/table space; sponsorship; ticket sales; and marketing packages.
Cash is collected in advance of the event. Each event is a separate
performance obligation, being satisfied when the event has taken place.
Cash collected in advance is deferred, with revenue recognised
at a point in time when the event takes place.
Licensing
revenue
Licence fees are charged for the use of the Group’s brands and content.
Performance obligations are satisfied over time (for example magazine
content provided each month) and at a point in time (historic content is
provided up-front).
Revenue is recognised on the supply of the licensed content,
based on usage.
Publisher
services
revenue
The Martketforce business is a distributor for magazines.
Performance obligations are satisfied at a point in time, when the issues
go on sale.
Revenue is recognised at a point in time on the date that the
related publication goes on sale based on the estimate of sales
net of returns.
Broadcaster
productions
Television programming content is developed and produced for public
broadcast.
Performance obligations are satisfied over the period of the
development in line with expenditure incurred.
Revenue is recognised over time, with the input method used
to reflect the transfer of control to the customer. Inputs include
costs incurred/labour hours expended, which provide a faithful
depiction of the transfer of goods and services, directly relating
to the progress of development of the programmes to date,
which are commissioned specifically by broadcasters.
Price
comparison
Revenue from price comparison services, acquired as part of the GoCo
and Mozo acquisitions in February 2021, represents amounts receivable
for insurance, utilities and other product introductions, including click
through fees.
Performance obligations are satisfied at a point in time, being the point
at which a policy is sold, a consumer signs up to a new tariff, or in limited
cases when a customer clicks through to a partner website.
Upon the completion of a sale, revenue is measured at the
fair value of the consideration received or receivable, net of an
estimate of cancellations.
Rewards
Revenue is generated through commission arrangements, primarily based
on a fixed percentage of spend. Performance obligations are satisfied at
a point in time, when an online voucher transaction is approved by the
merchant.
Upon usage of a voucher and approval by the merchant, revenue
is measured net of an estimate for cancellations.
Annual Report and Accounts 2022 / 155
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
2022
2021
Over time
£m
Point in time
£m
Total revenue
£m
Over time
£m
Point in time
£m
Total revenue
£m
Total revenue
16.2
809.2
825.4
13.8
593.0
606.8
3. NET OPERATING EXPENSES
Operating profit is stated after charging:
Adjusted
results
£m
Adjusting
items
£m
2022
Statutory
results
£m
Adjusted
results
£m
Adjusting
items
£m
2021
Statutory
results
£m
Cost of sales
(390.7)
-
(390.7)
(282.8)
-
(282.8)
Distribution expenses
(42.5)
-
(42.5)
(23.0)
-
(23.0)
Share-based payments (including
social security costs)
(0.5)
(6.9)
(7.4)
(1.2)
(14.8)
(16.0)
Exceptional items (note 5)
-
(17.9)
(17.9)
-
(27.4)
(27.4)
Depreciation
(9.1)
-
(9.1)
(8.7)
-
(8.7)
Amortisation
(13.0)
(58.3)
(71.3)
(10.4)
(38.3)
(48.7)
Other administration expenses
(97.9)
-
(97.9)
(84.9)
-
(84.9)
(553.7)
(83.1)
(636.8)
(411.0)
(80.5)
(491.5)
4. FEES PAID TO AUDITORS
2022
£m
2021
£m
Audit fees in respect of the audit of the financial statements of the
Company and the consolidated financial statements
0.63
0.56
Other assurance services
1
0.12
0.04
Other non-audit services
2
0.06
-
Total fees
0.81
0.60
1 Other assurance services relate to the interim review and covenant compliance.
2 Other non-audit services for independent verification procedures to third parties.
5. EXCEPTIONAL ITEMS
2022
£m
2021
£m
Acquisition and integration related costs
4.7
18.6
Restructuring costs
2.3
-
Onerous property costs
10.9
-
Impairment of assets
-
8.8
Total charge
17.9
27.4
Exceptional items include acquisition and integration related costs of £4.7m, including £2.9m and £1.2m relating to the Dennis and
Who What Wear acquisitions respectively, in addition to £1.7m and £0.6m of restructuring costs attributable to the review of titles
in our portfolio and building of a finance centre of excellence in Bath (2021: £13.1m in respect of the GoCo acquisition and £4.5m in
respect of the Dennis acquisition). A total of £10.9m has been recognised in respect of onerous properties, partly reflecting extended
time frames in subletting existing onerous property leases as well as £5.7m relating to properties acquired as part of the Dennis
acquisition (2021: £1.0m net expense on the exit of onerous properties).
Further details in respect of the acquisitions are shown in note 28.
During 2021 the impairment charge of £8.8m related to a write down of the brand and customer relationship intangible assets
relating to Look After My Bills (‘LAMB’) which was acquired as part of the GoCo acquisition, by £4.4m each respectively, as a result of
turbulence in the UK energy market which directly impacted the auto-switch service offering.
156 / Future plc
Financial Statement
6. EMPLOYEE COSTS
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Wages and salaries
172.3
1.8
133.9
1.9
Social security costs
15.7
-
12.7
-
Other pension costs
5.2
-
4.0
-
Share schemes
- Value of employees’ services
1
11.3
-
10.1
-
- Employer’s social security costs on share options
(4.1)
-
6.0
-
Total employee costs
200.4
1.8
166.7
1.9
1 In the current year, £10.7m (2021: £10.0m) relates to equity-settled and £0.6m (2021: £0.1m) to cash-settled share based payments.
Average monthly number of people (including Directors)
Group
2022
No.
Company
2022
No.
Group
2021
No.
Company
2021
No.
Production
2,230
-
1,690
-
Administration
759
9
705
9
Total
2,989
9
2,395
9
At 30 September 2022, the actual number of people employed by the Group was 2,985 (2021: 2,527). In respect of our reportable
segments 2,253 (2021: 2,027) were employed in the UK and 732 (2021: 500) were employed in the US.
Key management personnel compensation
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Salaries and other short-term employee benefits
2.4
1.8
2.7
1.9
Post employment benefits
0.2
-
-
-
Share schemes
- Value of employees’ services
3.2
-
3.5
-
- Employer’s social security costs on share options
(1.6)
-
4.3
-
Total
4.2
1.8
10.5
1.9
Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for
planning, directing and controlling the activities of the Group.
Zillah Byng-Thorne, Penny Ladkin-Brand and Rachel Addison were paid by Future Publishing Limited, a subsidiary company, for their
services. In 2022 £0.8m (2021: £0.9m) was recharged to Future plc by Future Publishing Limited in respect of Zillah Byng-Thorne, and
£0.4m was recharged in respect of Penny Ladkin-Brand. In 2021 £0.5m was recharged in respect of Rachel Addison. These recharges
are included in the salaries line for the Company in the table above.
Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 90 to 119. The
highest paid Director during the year was Zillah Byng-Thorne (2021: Zillah Byng-Thorne) and details of her remuneration are shown on
page 98.
Annual Report and Accounts 2022 / 157
7. FINANCE INCOME AND COSTS
2022
£m
2021
£m
Interest receivable on interest-bearing loans and borrowings
-
0.2
Interest receivable on sub-leases
0.1
0.1
Total reported finance income
0.1
0.3
Interest payable on interest-bearing loans and borrowings
(13.6)
(5.1)
Amortisation of bank loan arrangement fees
(2.8)
(1.7)
Interest payable on lease liabilities
(2.3)
(1.0)
Total reported finance costs
(18.7)
(7.8)
Net finance costs
(18.6)
(7.5)
For further information in respect of the Group’s debt facilities and changes during the year see note 18.
8. TAX ON PROFIT
The tax charged in the consolidated income statement is analysed below:
2022
£m
2021
£m
Corporation tax
Current tax on the profit for the year
43.6
30.5
Adjustments in respect of previous years
(5.3)
(0.3)
Current tax charge
38.3
30.2
Deferred tax origination and reversal of temporary differences
Current year charge
7.8
13.9
Adjustments in respect of previous years
1.7
(2.4)
Deferred tax charge
9.5
11.5
Total tax charge
47.8
41.7
The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are
explained below:
2022
£m
2021
£m
Profit before tax
170.0
107.8
Profit before tax at the standard UK tax rate of 19% (2021: 19%)
32.3
20.5
Release of provision for uncertain tax positions
-
(1.1)
Expenses not deductible for tax purposes
1.4
2.3
Non-deductible amortisation
-
0.5
Share-based payments
11.1
2.4
Effect of different rates of subsidiaries operating in other jurisdictions
6.6
4.7
Effect of change in tax rates
-
15.6
Difference in current and deferred tax rates
-
(0.5)
Adjustments in respect of previous years
(3.6)
(2.7)
Total tax charge
47.8
41.7
158 / Future plc
Financial Statement
Included below is a reconciliation between the statutory and adjusted tax charge:
2022
£m
2021
£m
Total statutory tax charge
47.8
41.7
Tax effect of adjusting items:
Exceptional items
4.0
1.3
Share based payments
(9.6)
(1.5)
Amortisation of acquired intangibles
12.8
12.4
Change in tax rate
-
(15.6)
Total adjusted tax charge
55.0
38.3
The Directors have assessed the Group’s uncertain tax positions and are maintaining a provision of £3.4m (2021: £3.4m). The provision
for uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23. Further
information is given in the accounting policies section on page 148.
The adjusted tax charge takes into account amortisation of acquired intangible assets. The tax adjustment of £12.8m in respect of
these intangibles represents a 26% effective rate on the underlying adjustment and reflects the mix of UK and US intangibles that are
amortised.
9. DIVIDENDS
Equity dividends
2022
2021
Number of shares in issue at end of year (million)
120.9
120.6
Dividends paid in year (pence per share)
2.8
1.6
Dividends paid in year (£m)
3.4
1.6
Interim dividends are recognised in the period in which they are paid and final dividends are recognised in the period in which they
are approved.
On 29 November 2022 the Board proposed a dividend of 3.4p per share, totalling an estimated £4.1m, in respect of the year ended 30
September 2022, which subject to shareholder consent at the AGM, will be paid on 14 February 2023 to shareholders on the register at
close of business on 20 January 2023.
A dividend of 2.8p per share totalling £3.4m in respect of the year ended 30 September 2021 was paid on 9 February 2022.
Annual Report and Accounts 2022 / 159
10. EARNINGS PER SHARE
2022
2021
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
Adjusted results
pence
Adjusting items
pence
Statutory results
pence
Basic earnings/(loss) per share
164.4
(63.0)
101.4
134.6
(75.3)
59.3
Diluted earnings/(loss) per share
163.5
(62.6)
100.9
131.9
(73.8)
58.1
Basic earnings per share are calculated using the weighted average number of Ordinary shares in issue during the year. Diluted earnings
per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into Ordinary
shares of awards held under employee share schemes.
Adjusted earnings per share is based on profit after taxation which is then adjusted to exclude share-based payments (relating to equity
settled share awards with vesting periods longer than 12 months) and associated social security costs, exceptional items, amortisation
and impairment of intangible assets arising on acquisitions and any related tax effects. In the prior year, the results were also adjusted for
the impairment charge in respect of intangible assets and the impact of the UK tax rate change.
Total Group
2022
2021
Adjustments to profit after tax:
Profit after tax (£m)
122.2
66.1
Share-based payments (including social security costs) (£m)
6.9
14.8
Exceptional items (£m)
17.9
27.4
Amortisation of intangible assets arising on acquisitions (£m)
58.3
38.3
Tax effect of the above adjustments (£m)
(7.2)
(12.2)
Change in tax rate (£m)
-
15.6
Adjusted profit after tax (£m)
198.1
150.0
Weighted average number of shares in issue during the year:
- Basic
120,505,969
111,463,911
- Dilutive effect of share options
652,687
2,247,933
- Diluted
121,158,656
113,711,844
Basic earnings per share (in pence)
101.4
59.3
Adjusted basic earnings per share (in pence)
164.4
134.6
Diluted earnings per share (in pence)
100.9
58.1
Adjusted diluted earnings per share (in pence)
163.5
131.9
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence)
101.4
59.3
Share-based payments (including social security costs) (pence)
5.7
13.3
Exceptional items (pence)
14.9
24.5
Amortisation of intangible assets arising on acquisitions (pence)
48.4
34.4
Tax effect of the above adjustments (pence)
(6.0)
(10.9)
Change in tax rate (pence)
-
14.0
Adjusted basic earnings per share (pence)
164.4
134.6
Diluted earnings per share (pence)
100.9
58.1
Share-based payments (including social security costs) (pence)
5.7
13.0
Exceptional items (pence)
14.8
24.1
Amortisation of intangible assets arising on acquisitions (pence)
48.1
33.7
Tax effect of the above adjustments (pence)
(6.0)
(10.7)
Change in tax rate (pence)
-
13.7
Adjusted diluted earnings per share (pence)
163.5
131.9
160 / Future plc
Financial Statement
11. PROPERTY, PLANT AND EQUIPMENT
Group
Land and
buildings
£m
Plant and
machinery
£m
Equipment,
fixtures and
fittings
£m
Right-of-use
lease assets
£m
Total
£m
Cost
At 1 October 2020
3.8
7.2
1.4
21.5
33.9
On acquisition
0.6
1.0
0.3
3.4
5.3
Additions
0.7
3.2
0.3
33.9
38.1
Disposals
(1.6)
(1.0)
(0.1)
(4.8)
(7.5)
Exchange adjustments
-
-
-
(0.4)
(0.4)
At 30 September 2021
3.5
10.4
1.9
53.6
69.4
On acquisition
1.5
0.4
0.7
15.9
18.5
Additions
0.4
2.0
0.2
1.8
4.4
Disposals
-
(0.4)
-
-
(0.4)
Exchange adjustments
0.3
0.9
0.1
1.8
3.1
At 30 September 2022
5.7
13.3
2.9
73.1
95.0
Accumulated depreciation
At 1 October 2020
(1.0)
(5.9)
(0.9)
(5.2)
(13.0)
Charge for the year
(3.2)
(1.4)
(0.2)
(3.9)
(8.7)
Disposals
1.6
1.0
0.1
4.8
7.5
Impairment
-
-
-
(8.0)
(8.0)
Exchange adjustments
-
0.1
-
0.1
0.2
At 30 September 2021
(2.6)
(6.2)
(1.0)
(12.2)
(22.0)
Charge for the year
(1.0)
(2.6)
(0.4)
(5.1)
(9.1)
Disposals
-
0.4
-
-
0.4
Impairment
-
-
-
(6.6)
(6.6)
Exchange adjustments
(0.4)
(0.7)
(0.5)
(3.1)
(4.7)
At 30 September 2022
(4.0)
(9.1)
(1.9)
(27.0)
(42.0)
Net book value at 30 September 2022
1.7
4.2
1.0
46.1
53.0
Net book value at 30 September 2021
0.9
4.2
0.9
41.4
47.4
Net book value at 1 October 2020
2.8
1.3
0.5
16.3
20.9
Right-of-use assets relate to property leases. The impairment in the year of £6.6m relates to properties which became vacant during
the year, see note 5 for further detail.
Depreciation is included within administration expenses in the consolidated income statement.
Annual Report and Accounts 2022 / 161
12. INTANGIBLE ASSETS
Group
Goodwill
£m
Publishing
rights
£m
Brands
£m
Customer
relationships
£m
Subscribers
£m
Other acquired
intangibles
£m
Other
£m
Total
£m
Cost
At 1 October 2020
574.3
90.5
64.3
21.7
15.6
38.4
30.0
834.8
Additions through business combinations
384.7
-
287.7
33.5
0.1
5.3
10.1
721.4
Other additions
-
-
-
-
-
-
7.4
7.4
Disposals
-
-
-
-
-
-
(0.8)
(0.8)
Exchange adjustments
(7.8)
(0.1)
(2.3)
(0.7)
(0.5)
(1.1)
(0.7)
(13.2)
At 30 September 2021
951.2
90.4
349.7
54.5
15.2
42.6
46.0
1,549.6
Additions through business combinations
302.6
-
128.4
-
62.0
19.1
1.7
513.8
Other additions
-
-
-
-
-
-
9.0
9.0
Exchange adjustments
86.4
0.5
23.5
3.3
9.2
4.7
2.5
130.1
At 30 September 2022
1,340.2
90.9
501.6
57.8
86.4
66.4
59.2
2,202.5
Accumulated amortisation and impairment
At 1 October 2020
(264.6)
(13.1)
(11.7)
(3.6)
(4.1)
(21.2)
(22.9)
(341.2)
Charge for the year
-
(9.0)
(15.7)
(5.8)
(1.8)
(6.0)
(10.4)
(48.7)
Impairment
-
-
(4.4)
(4.4)
-
-
-
(8.8)
Disposals
-
-
-
-
-
-
0.8
0.8
Exchange adjustments
1.6
0.1
0.4
0.2
0.2
0.1
0.4
3.0
At 30 September 2021
(263.0)
(22.0)
(31.4)
(13.6)
(5.7)
(27.1)
(32.1)
(394.9)
Charge for the year
-
(7.5)
(27.4)
(7.8)
(9.4)
(6.2)
(13.0)
(71.3)
Exchange adjustments
(7.6)
(0.4)
(4.3)
(1.3)
(2.0)
(2.8)
(2.1)
(20.5)
At 30 September 2022
(270.6)
(29.9)
(63.1)
(22.7)
(17.1)
(36.1)
(47.2)
(486.7)
Net book value at 30 September 2022
1,069.6
61.0
438.5
35.1
69.3
30.3
12.0
1,715.8
Net book value at 30 September 2021
688.2
68.4
318.3
40.9
9.5
15.5
13.9
1,154.7
Net book value at 1 October 2020
309.7
77.4
52.6
18.1
11.5
17.2
7.1
493.6
Useful economic lives
5-15
years
3-20
years
8-10
years
7-11
years
3-15
years
2
years
Acquired intangibles are amortised over their estimated economic lives, typically ranging between two and twenty years. See
accounting policy on page 149 for further details. The other acquired intangibles category in the table above includes assets relating
to customer lists, content and websites.
Included within the summary of acquired intangible assets above are the following individually material assets:
- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2022 of £241.5m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 18.5 years;
- GoCo customer relationships acquired in February 2021, with a net book value ('NBV') at 30 September 2022 of £8.0m, a useful
economic life ('UEL') of 4 years and remaining amortisation period of 2.5 years;
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a net book value
('NBV') at 30 September 2022 of £23.0m with a UEL of 15 years and remaining amortisation period of 12.5 years;
- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.0m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 19 years;
- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £27.7m, a useful
economic life (‘UEL’) of 11 years and remaining amortisation period of 10 years;
- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £40.6m, a useful economic life
(‘UEL’) of 20 years and remaining amortisation period of 19 years;
- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £19.9m, a
useful economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.5m, a useful economic life
(‘UEL’) of 20 years and remaining amortisation period of 19 years;
- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £13.0m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £35.6m, a useful economic life
(‘UEL’) of 15 years and remaining amortisation period of 14.75 years; and
- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £14.1m, a
162 / Future plc
Financial Statement
useful economic life (‘UEL’) of 13 years and remaining amortisation period of 12.75 years.
Any residual amount arising as a result of the purchase consideration being in excess of the value of acquired assets is recorded
as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the
occurrence of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Further details
regarding the intangible assets acquired during the year through business combinations (and adjustments to fair value in respect of
these intangibles) are set out in note 28. Other intangibles relate to capitalised software costs and website development costs which
are internally generated.
In the prior year an impairment charge of £8.8m was recognised, relating to a write down of the brand and customer relationship
intangible assets relating to LAMB which was acquired as part of the GoCo acquisition, by £4.4m and £4.4m respectively, as a result of
turbulence in the UK energy market which directly impacted the auto-switch service offering (see note 5).
No reasonably possible change in assumptions would result in a reduction of this impairment.
Amortisation is included within administration expenses in the consolidated income statement.
Impairment assessments for goodwill
The net book value of goodwill at 30 September 2022 consists of £603.0m (2021: £532.2m) relating to the UK, £453.6m (2021: £143.3m)
relating to the US and £13.0m (2021: £12.7m) relating to Australia. The basis for calculating recoverable amounts is described in the
accounting policies on page 149.
Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor
behaviour in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in
the political, economic or legal systems of some countries.
As detailed in the accounting policies on pages 149, 150 and 151 the UK, US and Australian sectors are considered to be the smallest
group of cash generating units (‘CGU’) which independently generate cashflows and at which goodwill is monitored, so impairment
testing has been performed at this level. Goodwill cannot be monitored at a lower level than the operating segment level and
although Australia is not disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because
it represents less than 10% of the Group’s results (and therefore is not required to be reported separately under IFRS 8 Operating
segments).
Other assumptions that influence estimated recoverable amounts are set out overleaf:
At 30 September 2022
UK
US
AUS
Basis of recoverable amount
Source used
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Growth rate to perpetuity
3.0%
3.0%
3.0%
Adjusted EBITDA margins*
33.2% to 37.9%
29.1% to 37.6%
29.1% to 37.6%
Post-tax discount rate
11.0%
10.0%
10.0%
Pre-tax discount rate
13.8%
12.7%
15.1%
* Note that EBITDA margins are after intra-group adjustments for management fees and licence charges.
At 30 September 2021
UK
US
AUS
Basis of recoverable amount
Source used
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Value in use
Three-year plans
Discounted cash flow
Growth rate to perpetuity
3.0%
3.0%
3.0%
Adjusted EBITDA margins assumed*
39.0% to 45.0%
32.0% to 35.0%
20.0% to 21.0%
Post-tax discount rate
9.0%
6.7%
7.1%
Pre-tax discount rate
10.2%
7.9%
7.2%
* Note that adjusted EBITDA margins are after intra-group adjustments for management fees and licence charges.
Annual Report and Accounts 2022 / 163
Management has determined the values assigned to each of the above key assumptions as follows:
Assumption Approach used to determining values
Growth rate into perpetuity This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan.
The rates are consistent with forecasts included in industry reports and also supported by the
Group's long term average annual growth rate.
Adjusted EBITDA margins assumed
Adjusted EBITDA margin is based on budgeted and forecast margins from the Group’s three-year
plan (based on past performance and management’s expectations for the future), adjusted to
include intra-group management and licence charges.
Post-tax discount rate Reflects risks relevant to each CGU and the country in which they operate.
Pre-tax discount rate The post-tax discount rate adjusted for the impact of tax.
Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment
has been made for other items, such as lease expenses, which are not included within EBITDA following the adoption of IFRS 16 in the
prior year. A reconciliation between adjusted EBITDA and adjusted operating profit has been included below:
2022
£m
2021
£m
Adjusted EBITDA
293.8
214.9
Depreciation
(9.1)
(8.7)
Amortisation
(13.0)
(10.4)
Adjusted operating profit
271.7
195.8
The value in use of the UK business, US and Australia business exceeded their carrying values by £687m, £1,098m and £47m
respectively. The Group has conducted sensitivity analysis of the impairment testing and has concluded that any reasonably possible
change would not result in an impairment of goodwill.
13. INVESTMENTS IN GROUP UNDERTAKINGS
Company
2022
£m
2021
£m
Shares in Group undertakings
At 1 October
1,006.7
356.3
Additions
266.8
650.4
At 30 September
1,273.5
1,006.7
Additions of £266.8m include a £255.5m increased investment in Future Holdings 2002 Limited arising as a result of the capitalisation
of amounts owed to the Company by other Group companies as a result of the approach to funding the Dennis acquisition and
subsequent Group re-organisation.
The remaining additions of £11.3m represents the fair value of share-based compensation awards granted to employees of subsidiary
undertakings of Future Holdings 2002 Limited.
The Directors believe that the carrying values of the investments are supported by their underlying assets.
164 / Future plc
Financial Statement
14. DEFERRED TAX
The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current
and prior years.
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
Provision for
uncertain tax
positions
£m
Total
£m
At 1 October 2020
(25.8)
5.1
4.2
6.7
8.9
(0.6)
(1.5)
Acquisitions
(63.5)
-
(1.5)
-
-
-
(65.0)
Credited/(charged) to income statement
(13.2)
2.4
2.6
-
(4.0)
0.6
(11.6)
Credited to equity
-
11.7
-
-
-
-
11.7
Exchange adjustment
0.1
-
(0.2)
-
-
-
(0.1)
At 30 September 2021
(102.4)
19.2
5.1
6.7
4.9
-
(66.5)
Acquisitions
(43.2)
-
2.4
-
1.1
-
(39.7)
(Charged)/credited to income statement
10.4
(9.7)
(5.1)
(1.3)
(3.8)
-
(9.5)
Charged to equity
-
(7.7)
-
-
-
-
(7.7)
Exchange adjustment
(6.9)
0.2
(0.3)
-
0.2
-
(6.8)
At 30 September 2022
(142.1)
2.0
2.1
5.4
2.4
-
(130.2)
Certain deferred tax assets and liabilities will reverse within 12 months of the year end. The following sets out the expected reversal profile:
Intangible
assets
£m
Share-based
payments
£m
Temporary
differences
£m
Depreciation vs
tax allowances
£m
Tax losses
£m
Total
£m
Within one year
(3.8)
1.8
1.9
0.7
0.9
1.5
More than one year
(138.3)
0.2
0.2
4.7
1.5
(131.7)
At 30 September 2022
(142.1)
2.0
2.1
5.4
2.4
(130.2)
Certain deferred tax assets and liabilities have been offset against each other where they relate to the same jurisdiction. The following
analysis shows how deferred tax balances have been offset in the disclosure of assets and liabilities:
2022
£m
2021
£m
Deferred tax assets
-
5.5
Deferred tax liabilities
-
(1.7)
Total non-current assets
-
3.8
Deferred tax assets
5.1
-
Deferred tax liabilities
(3.6)
-
Total current liabilities
1.5
-
Deferred tax assets
-
33.8
Deferred tax liabilities
(131.7)
(104.1)
Total non-current liabilities
(131.7)
(70.3)
Net deferred tax liability
(130.2)
(66.5)
As at 30 September 2022 the Group has unrecognised capital losses totalling £13.8m (2021: £13.8m) and unrecognised unutilised non-
trade loan relationship deficits totalling £1.2m (2021: £2.1m). These all arise in the UK.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these
assets will be recovered.
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries as any remitted earnings would not give rise to a tax
liability in the foreseeable future. See note 8 for the impact of any changes in tax rates compared to the previous accounting period
which have been substantively enacted and have impacted the measurement of deferred tax balances.
The deferred tax asset of £0.8m recognised on the Company's balance sheet relates to current year tax losses. At 30 September 2021
£1.9m was recognised in respect of share-based payments. The Company has no unprovided deferred tax assets or liabilities at 30
September 2022 (2021: £nil).
Annual Report and Accounts 2022 / 165
15. TRADE AND OTHER RECEIVABLES
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Non-current assets:
Amounts owed by Group undertakings
-
163.6
-
-
Current assets:
Trade receivables
98.3
-
82.5
-
Allowance for impairment of trade receivables
(7.1)
-
(10.6)
-
Trade receivables net
91.2
-
71.9
-
Amounts owed by Group undertakings
-
27.4
-
73.9
Other receivables
0.4
-
1.6
-
Prepayments and accrued income
42.7
-
24.5
-
Total
134.3
191.0
98.0
73.9
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. A breakdown of the ageing (net of
provision) is set out below:
Past due
Group
2022
£m
Group
2021
£m
0-30 days
2.5
1.4
31-60 days
1.5
1.1
61-90 days
2.5
1.4
91+ days
0.6
0.8
Total
7.1
4.7
As at 30 September 2022, trade receivables of £7.1m (2021: £10.6m) were impaired and provided for. The individually impaired
receivables mainly relate to non-UK wholesalers in the newsstand distribution business and energy customers that have been
impacted by the recent energy market disruption and advertising customers.
The movement in the Group allowance for impairment of trade receivables during the year is as follows:
Provision
Group
2022
£m
Group
2021
£m
At 1 October
10.6
6.6
Impairment losses recognised on trade receivables:
On acquisition
0.7
1.8
Provided for in the year
0.3
2.5
Receivables written off during the year
(4.9)
(0.3)
Foreign exchange movement
0.4
-
At 30 September
7.1
10.6
Trade receivables are written off to administration expenses where there is not a reasonable expectation of recovery. The primary
indicator that there is not reasonable expectation of recovery would be a customer's liquidation but there are also instances where
legal proceedings and/or debt recovery have not succeeded. Receivables written off during the year included amounts provided for in
full on prior acquisitions.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. To measure the expected credit losses trade receivables are grouped by trading subsidiaries. The expected
losses are based on historical credit losses for the 24 months in the period to 30 September 2022. The calculation for the current year
has been amended to reflect an increased reserve due to macroeconomic uncertainties prevalent at this moment with the global
pandemic and energy customers that have been impacted by the recent energy market disruption and specific reserving for acquired
entities where the historical records for credit losses are not available.
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
166 / Future plc
Financial Statement
2022
Current
0-30 days 31-60 days 61-90 days 90+ days
Total
Gross carrying amount of trade receivables (£m)
84.7
3.0
3.0
3.0
4.6
98.3
Allowance for impairment of trade receivables (£m)
0.6
0.5
1.5
0.5
4.0
7.1
Expected loss rate
0.7%
16.6%
50.0%
16.7%
87.0%
2021
Current
0-30 days 31-60 days 61-90 days
90+ days
Total
Gross carrying amount of trade receivables (£m)
68.9
2.6
1.6
1.6
7.8
82.5
Allowance for impairment of trade receivables (£m)
1.7
1.2
0.5
0.2
7.0
10.6
Expected loss rate
2.5%
46.2%
31.3%
12.5%
89.7%
Credit risk
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default
credit terms are 30 days but can be extended for commercial reasons. Final decisions on both the customer credit limit and the
extension of credit terms are made by a senior manager in the finance function who will take consideration of the following factors;
trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security for trade receivables.
All the Company’s receivables are with Group undertakings and no additional disclosure in relation to credit risk is required. Interest
on £nil (2021: £nil) of the amounts owed by Group undertakings has been charged at one-month USD LIBOR plus 2%. The balance of
amounts owed by Group undertakings is interest-free without any terms for repayment and so are repayable on demand.
16. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following for the purposes of the cash flow statements:
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Cash and cash equivalents
29.2
0.1
324.3
266.4
As at 30 September 2021 the £300m consideration required to complete the Dennis acquisition had been drawn down and held in
cash in readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition.
The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group
operates. Credit risk is minimised by considering the credit standing of all potential counterparties before selecting them by the use
of external credit ratings. Over 99.99% of the Group's cash and cash equivalent balance was held with counterparties with a minimum
S&P credit rating of A-. The remaining balance related to cash held by the Group. The Group monitors the exposure, credit rating and
outlook of all financial counterparties on a regular basis.
17. TRADE AND OTHER PAYABLES
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Trade payables
28.8
-
25.8
-
Amounts owed to Group undertakings
-
33.1
-
130.4
Other taxation and social security
5.1
-
8.2
-
Other payables
7.2
-
11.1
-
Accruals
102.7
0.7
88.6
0.8
Total
143.8
33.8
133.7
131.2
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has
financial risk management policies in place to ensure all payables are paid within the agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The amounts owed to Group undertakings are interest-free without any terms for repayment and so are repayable on demand.
Annual Report and Accounts 2022 / 167
18. FINANCIAL LIABILITIES – INTEREST-BEARING LOANS AND BORROWINGS
Non-current liabilities
Interest rate at
30 September
2022
Interest rate at
30 September
2021
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Sterling revolving loan
4.32%
1.83%
115.5
115.5
239.3
239.3
Sterling term loan
3.99%
1.83%
80.0
80.0
159.7
159.7
US dollar revolving loan
4.98%
1.84%
161.5
161.5
43.8
43.8
AUS dollar revolving loan
4.68%
1.83%
12.0
-
15.3
-
Total
369.0
357.0
458.1
442.8
Current liabilities
Interest rate at
30 September
2022
Interest rate at
30 September
2021
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Multi-currency overdraft
1.00%
1.00%
4.2
-
3.1
-
Sterling term loan
3.99%
1.83%
79.6
79.6
39.4
39.4
Total
83.8
79.6
42.5
39.4
The interest-bearing liabilities are repayable as follows:
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
Within one year
83.8
79.6
42.5
39.4
Between two and five years
369.0
357.0
458.1
442.8
Total
452.8
436.6
500.6
482.2
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £5.0m (2021:
£5.6m).
In July 2021, the Group undertook a further Amend & Extend of its existing £350m debt facilities. The amended facilities comprise a
three-year £400m RCF (repayable in July 2024 but with the ability to request two one-year extensions at lender consent), and a £200m
term loan which amortises at £10m in March and June 2022 and £20m per quarter thereafter with a final bullet payment on expiry in
June 2023 (with one six-month extension option at lender consent). The amended facility was secured at competitive market rates, on
substantially similar terms as the previous facility, giving the Group significant headroom and flexibility to pursue its growth strategy.
At 30 September 2021, the £300m consideration required to complete the Dennis acquisition had been drawn and held in cash in
readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition.
In May 2022 the Group exercised the first one year extension option and also increased the size of its Revolving Credit Facility (‘RCF’) from
£400m to £500m. The enlarged and extended facility is now repayable in July 2025 and there were no changes to covenants arising as a
result. In July 2022 the Group exercised its six month extension option on the Term Loan, taking the maturity date of this facility out to 31
December 2023.
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants.
The loans have a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group's
leverage covenant changes. This margin ranges between between 1.75% and 3.00%.
In November 2022, the Group further extended its committed debt facilities with a 5 year, £400m term facility partially guaranteed by
UK Export Finance. The facility, maturing November 2027, has a 12 month availability period and amortises from year 3. It was secured at
competitive market rates, on substantially similar terms to, and with the same covenants as, the Groups RCF. On signing, the first £160m
was utilised to prepay the Groups existing Term Loan maturing 31 December 2023.
The key covenants for all facilities are set out in the following table where net debt is exclusive of non-current tax and other payables.
Net debt/Bank EBITDA
Leverage in respect of any Relevant Period shall not exceed 3.00:1.00
Bank EBITDA/Interest
Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00
168 / Future plc
Financial Statement
Leverage is defined as net debt (excluding capitalised bank arrangement fees and lease liabilities, and including any non-cash
ancillaries), as a proportion of Adjusted EBITDA and including the 12 month trailing impact of acquired businesses (in line with the
Group’s bank covenants definition). Adjusted EBITDA is defined as earnings less interest, tax, depreciation and amortisation and also
adjusted for the adjusting items set out in the accounting policies on page 146.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at
30 September 2022 is set out in the following table:
30 September 2022
30 September 2021
Covenant 2022
Covenant 2021
Net debt/Bank EBITDA
1.48 times
0.8 times
< 3.0 times
< 3.0 times
Bank EBITDA/Interest
17.2 times
19.4 times
> 4.0 times
> 4.0 times
A reconciliation between operating profit and bank EBITDA is provided in the table below:
Group
2022
£m
Group
2021
£m
Operating profit
188.6
115.3
Exceptional items
17.9
27.4
Share-based payments
7.7
14.8
Depreciation (excluding depreciation of right-of-use assets)
4.0
4.8
Amortisation of intangible assets
71.3
48.7
Net interest payable on lease liabilities
(2.2)
(0.9)
Proforma EBITDA from acquisitions
6.4
18.8
Bank EBITDA
293.7
228.9
Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earnt prior to acquisition during the Group's FY 2022
year end.
The Group had drawn down £4.2m on its interest-bearing overdraft at 30 September 2022 (30 September 2021: £3.1m). Any drawdown
forms part of the Group cash pooling arrangements and can be offset against cash balances in other Group companies. Net of pooling
the Group had a net cash position of £17.8m (2021: £317.9m) and total net cash balance, including non-pool accounts of £25.0m (2021:
£321.2m).
19. PROVISIONS
Property
£m
Other
£m
Total
£m
At 1 October 2020
5.1
-
5.1
On acquisition
0.9
-
0.9
Charged in the year
2.2
-
2.2
Utilised in the year
(2.1)
-
(2.1)
At 30 September 2021
6.1
-
6.1
On acquisition
2.5
10.9
13.4
Charged in the year
3.0
-
3.0
Utilised in the year
(2.5)
(0.1)
(2.6)
Foreign exchange movement
-
1.5
1.5
At 30 September 2022
9.1
12.3
21.4
The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of
the vacant property provision is expected to be utilised over the next three years. A provision for legal costs of £10.0m was recognised on
the Dennis opening balance sheet relating to historic litigation claims, which are expected to be settled within the next 12 months.
Provisions for the Company were £nil (2021: £nil).
20. OTHER NON-CURRENT LIABILITIES
Group
2022
£m
Group
2021
£m
Lease liability due in more than one year
55.8
44.0
See note 21 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities.
Annual Report and Accounts 2022 / 169
21. FINANCIAL INSTRUMENTS
The Group applies IFRS 9 Financial Instruments. For the Group’s financial assets, the following table shows the measurement
categories under IFRS 9:
Financial asset IFRS 9 classification
Cash and cash equivalents
Amortised cost
Trade and other receivables
Amortised cost
There has not been a significant impact on the carrying amounts of assets held. All financial assets and liabilities are classed as level 1.
Financial instruments by category
The designation of financial assets and liabilities under IFRS 9 has been taken at the date of initial application, therefore the prior year
classifications have not been amended. The Group’s financial assets and financial liabilities are set out below:
2022
Group
Note
Amortised
cost
£m
Total carrying
value
£m
Total fair
value
£m
Finance lease receivable
6.1
6.1
6.1
Trade receivables net 15
91.2
91.2
91.2
Other receivables 15
0.4
0.4
0.4
Cash and cash equivalents
16
29.2
29.2
29.2
Total financial assets
126.9
126.9
126.9
Trade payables 17
(28.8)
(28.8)
(28.8)
Other liabilities 17
(110.0)
(110.0)
(110.0)
Current borrowings 18
(84.1)
(84.1)
(84.1)
Non-current borrowings
18
(373.5)
(373.5)
(373.5)
Lease liabilities 20
(67.9)
(67.9)
(67.9)
Total financial liabilities
(664.3)
(664.3)
(664.3)
2021
Group
Note
Amortised
cost
£m
Total carrying
value
£m
Total fair
value
£m
Finance lease receivable
1.9
1.9
1.9
Trade receivables net 15
71.9
71.9
71.9
Other receivables 15
1.6
1.6
1.6
Cash and cash equivalents 16
324.3
324.3
324.3
Total financial assets
399.7
399.7
399.7
Trade payables
17
(25.8)
(25.8)
(25.8)
Other liabilities 17
(99.4)
(99.4)
(99.4)
Current borrowings 18
(43.1)
(43.1)
(43.1)
Non-current borrowings 18
(463.1)
(463.1)
(463.1)
Lease liabilities 20
(48.9)
(48.9)
(48.9)
Total financial liabilities
(680.3)
(680.3)
(680.3)
In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £5.0m (2021: £5.6m).
170 / Future plc
Financial Statement
The fair value is the amount for which a financial instrument could be exchanged between knowledgeable, willing parties. If an active
market exists, the market price is applied. If an active market does not exist a discounted cash flow or generally accepted estimation and
valuation technique based on market conditions at the balance sheet date is used to calculate an estimated value.
The market value of financial instruments is determined by the use of valuation techniques including estimated discounted cash flows.
Treasury overview
The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising
from those operations. The agreements governing the principal instruments entered into were approved by the Board.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns
and benefits for shareholders.
The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the
financing of capital expenditure and acquisitions, the management of interest rates on the Group’s debt, the investment of surplus
cash and the management of the Group’s debt facilities. The Group manages all of these exposures with an objective of remaining
within covenant ratios agreed with the Group’s banks, and the Group has been in compliance with its covenants during the year.
These ratios are disclosed in note 18.
Currency and interest rate profile
The currency and interest rate profile of the Group’s financial assets and liabilities is shown below:
Financial assets
Financial liabilities
Floating
rate
£m
Non-
interest
bearing
£m
Total
£m
Floating
rate
£m
Non-
interest
bearing
£m
Total
£m
Net financial
(liabilities)/
assets
£m
At 30 September 2022
Currency:
Sterling
12.3
13.1
25.4
(284.2)
(161.1)
(445.3)
(419.9)
US Dollar
13.3
69.2
82.5
(161.5)
(43.5)
(205.0)
(122.5)
Euro
1.2
4.5
5.7
-
(1.2)
(1.2)
4.5
AU Dollar
2.2
1.7
3.9
(12.0)
(0.2)
(12.2)
(8.3)
Other
0.2
9.2
9.4
-
(0.6)
(0.6)
8.8
Total
29.2
97.7
126.9
(457.7)
(206.6)
(664.3)
(537.4)
At 30 September 2021
Currency:
Sterling
272.3
22.6
294.9
(447.1)
(154.4)
(601.5)
(306.6)
US Dollar
50.5
43.1
93.6
(43.8)
(16.6)
(60.4)
33.2
Euro
0.6
3.5
4.1
-
(1.5)
(1.5)
2.6
AU Dollar
0.9
1.0
1.9
(15.3)
(1.4)
(16.7)
(14.8)
Other
-
5.2
5.2
-
(0.2)
(0.2)
5.0
Total
324.3
75.4
399.7
(506.2)
(174.1)
(680.3)
(280.6)
Annual Report and Accounts 2022 / 171
Interest rate risk
Details of the interest rates on borrowings as at 30 September 2022 are set out in note 18.
At 30 September 2022 the Group had £29.2m (2021: £324.3m) of interest-bearing assets. The Group is also exposed to interest rate risk
as it borrows funds at floating interest rates through its bank facilities. Borrowings issued at variable rates expose the Group to cash
flow interest rate risk. The Group evaluates its risk appetite towards interest rate risks regularly and may undertake hedging activities,
including interest rate swap contracts, to manage interest rate risk in relation to its debt facilities if deemed necessary. The Group did not
enter into any hedging transactions during the current or prior years and as at 30 September 2022 the floating rates to which the Group
was exposed were SONIA, SOFR and BBSW. The Group’s exposure to interest rates on financial assets and financial liabilities is detailed
in the liquidity risk section of this note.
For the year ended 30 September 2022, if interest rates on net debt had been on average 1.0% higher/lower, throughout the year, with all
other variables held constant, the post-tax profit would have decreased/increased by £3.4m (2021: £0.6m).
There would be no impact on equity excluding retained earnings.
Foreign exchange risk
Some of the Group’s activities are carried out in countries outside the United Kingdom where transactions are carried out in that
country’s own functional currency. Movements in exchange rates can therefore have a significant impact on the Group’s total cash flows,
whilst the translation of the results, assets and liabilities of foreign operations into Sterling can have a significant effect on the Group’s
reported profits and balance sheet. The main exposure is to movements in the US Dollar against Sterling.
The Group’s policy for managing exchange rate risk is summarised as follows:
Transaction exposure – the Group manages this by ensuring that transactions are denominated in the local functional currency of the
operating units wherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered, however the
Group seeks to ensure that its balance sheet positions are naturally hedged wherever possible. The use of forward contracts (or any other
derivative financial instrument) is subject to authorisation by the Board.
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 20 percent in the value of
the US Dollar against Sterling would have had the following impact on the Group’s current year profit after tax and on retained earnings:
2022 currency risks expressed in
USD/GBP
£m
Reasonable shift
20%
Impact on profit after tax if USD strengthens against GBP 5.7
Impact on profit after tax if USD weakens against GBP
(5.7)
Impact on shareholders' funds if USD strengthens against GBP
89.4
Impact on shareholders' funds if USD weakens against GBP
(89.4)
2021 currency risks expressed in
USD/GBP
£m
Reasonable shift
10%
Impact on profit after tax if USD strengthens against GBP
2.8
Impact on profit after tax if USD weakens against GBP
(2.8)
Impact on shareholders' funds if USD strengthens against GBP 23.3
Impact on shareholders' funds if USD weakens against GBP (23.3)
This is an increase of 10% compared to 2021 due the volatility experienced in the current year.
The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances
denominated in currencies other than the functional currency of the entity to which they relate. The retained earnings impact reflects
the currency translation differences that would arise directly within other comprehensive income upon retranslation of the Group’s US
subsidiaries on consolidation. The method of estimation involves assessing the translation impact of the US dollar.
172 / Future plc
Financial Statement
Liquidity risk
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s
borrowings are disclosed in note 18.
The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above to
mitigate any liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The following
table shows the Group’s remaining contractual maturity for financial liabilities and derivative financial instruments. The table has
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged
to pay, including estimated interest payments but excluding amortisation of bank arrangement fees:
30 September 2022
Less than
one year
£m
Between one
and two years
£m
Between two
and five years
£m
Between five
and ten years
£m
Over ten
years
£m
Total
£m
Trade payables
(28.8)
-
-
-
-
(28.8)
Lease liabilities
(12.5)
(11.9)
(26.5)
(21.4)
(9.6)
(81.9)
Other liabilities
(110.0)
-
-
-
-
(110.0)
Borrowings
(103.0)
(94.5)
(304.0)
-
-
(501.5)
Total financial liabilities
(254.3)
(106.4)
(330.5)
(21.4)
(9.6)
(722.2)
30 September 2021
Less than
one year
£m
Between one
and two years
£m
Between two
and five years
£m
Between five and
ten years
£m
Over ten
years
£m
Total
£m
Trade payables
(25.8)
-
-
-
-
(25.8)
Lease liabilities
(4.9)
(7.0)
(18.4)
(18.1)
(11.8)
(60.2)
Other liabilities
(99.4)
-
-
-
-
(99.4)
Borrowings
(52.2)
(167.2)
(307.3)
-
-
(526.7)
Total financial liabilities
(182.3)
(174.2)
(325.7)
(18.1)
(11.8)
(712.1)
22. ISSUED SHARE CAPITAL
2022
2021
Number of
shares
£m
Number of
shares
£m
Allotted, authorised, issued and fully paid Ordinary shares of 15p each
At 1 October
120,624,634
18.1
98,014,955
14.7
Issued as consideration for acquisition
-
-
22,608,736
3.4
Share scheme exercises
229,113
-
-
-
Share Incentive Plan matching shares
2,183
-
943
-
At 30 September
120,855,930
18.1
120,624,634
18.1
During the year 229,113 Ordinary shares with a nominal value of £34,367 were issued by the Company pursuant to share scheme
exercises throughout the period. 2,183 Ordinary shares were issued under the Share Incentive Plan for a combined total cash
commitment of £nil (2021: 943 ordinary shares, total cash commitment of £nil).
On 17 February 2021, the Company issued 22,608,736 Ordinary shares with a value of £415.1m (share price of £18.36) as part-
consideration for the acquisition of GoCo Group plc. The Company has one class of ordinary shares with a nominal value of 15 pence
each (Ordinary Shares), which does not carry the right to receive a fixed income. Each share carries the right to one vote at general
meetings of the Company. There are no restrictions or agreements known to the Company that may result in restrictions on share
transfers or voting rights in the Company. There are no specific restrictions on the size of a holding, on the transfer of shares, or on
voting rights, all of which are governed by the provisions of the Articles of Association and prevailing legislation.
Further details of acquisitions are shown in note 28.
Annual Report and Accounts 2022 / 173
23. SHARE-BASED PAYMENTS
The income statement charge for the year for share-based payments (and related social security costs) was £7.4m (2021: £16.0m),
of which £6.9m (2021: £14.8m) is included in ‘adjusting items’ in the income statement see page 146 for a reconciliation of adjusting
items). This charge has been included within administration expenses.
These charges arise when employees are granted awards under the Group’s share option schemes, the Value Creation Plan (VCP),
Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan
(ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates
to the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate
model for each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.
A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:
2022
Number of
options/awards
2021
Number of
options/awards
Outstanding at 1 October 1,436,037 2,056,807
Granted 446,720 99,093
Share awards exercised (629,474) (659,621)
Cancelled (60,250) (60,242)
Outstanding at 30 September 1,193,033 1,436,037
Exercisable at 30 September 336,789 152,715
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was
£32.502 (2021: £23.845).
A reconciliation of movements in the number of options awarded under the VCP is shown below:
2022
Number of
units
2021
Number of
units
Outstanding at 1 October 2,578,572 -
Granted 431,565 2,797,674
Cancelled
(734,201)
(219,102)
Outstanding at 30 September 2,275,936 2,578,572
The above amounts are split equally between the three VCP tranches. A total of 2,940,000 units are available for issue, 980,000 units
per tranche, leaving a headroom at 30 September 2022 of 664,064 (2021: 361,428 units). Further details regarding the rules of the
scheme can be found on page 101.
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual
lives are as follows:
Number of options/awards
Weighted average remaining
contractual life in years
2022
2021
2022
2021
PSP
February 2017
5,250
5,250
-
-
November 2017
4,345
144,802
-
-
November 2018
273,032
667,600
-
-
May 2019
14,149
66,884
-
1
June 2019
-
16,992
-
1
November 2019
235,094
269,224
-
1
February 2020
50,000
50,000
-
1
174 / Future plc
Financial Statement
Number of options/awards
Weighted average remaining
contractual life in years
2022
2021
2022
2021
June 2020
-
17,222
1
2
July 2020
36,625
61,875
1
2
September 2020
-
2,500
-
1
February 2021
27,083
27,083
2
3
March 2021
2,500
2,500
2
3
May 2021
22,000
22,000
2
3
July 2022
10,000
-
3
-
September 2022
410,857
-
3
-
DABS
November 2015
2,663
2,663
-
-
November 2019
37,349
37,349
-
-
November 2020
42,093
42,093
1
2
February 2022
19,993
-
2
-
Total outstanding at 30 September
1,193,033
1,436,037
2
2
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at
30 September 2022 is £nil (2021: £nil).
The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:
2022
PSP
PSP
PSP
Grant date
14 Jul 2022
14 Jul 2022
5 Sept 2022
Share price at grant date
£17.4000
£17.4000
£15.2600
Exercise price
-
-
-
Vesting period (years)
3
3
3
Expected volatility
1
-
58.04%
-
Option life (years)
3
3
3
Expected life (years)
3
3
3
Risk-free rate
-
1.87%
-
Dividend yield
-
0.16%
-
Fair value
2, 5
£17.4000
£13.4911
£3,763,481
Fair value – TSR element
3
-
£9.5821
-
Fair value – EPS element
4
£17.4000
£17.4000
£15.2600
2021
PSP
PSP
PSP
Grant date
9 Feb 2021
17 March 2021
19 May 2021
Share price at grant date
£18.6000
£18.3400
£26.5000
Exercise price
-
-
-
Vesting period (years)
3
3
3
Expected volatility
1
60%
60%
-
Option life (years)
3
3
3
Expected life (years)
3
3
3
Risk-free rate
0.01%
0.01%
-
Dividend yield
0.08%
0.08%
-
Fair value
2
£14.7400
£14.6100
£26.5000
Fair value – TSR element
3
£10.8800
£10.8800
-
Fair value – EPS element
4
£18.6000
£18.3400
£26.5000
Notes:
1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based
performance criteria, notably TSR and share price performance, the Group has used a Monte Carlo model to determine the fair value.
3. 50% of PSP grants which have market-based performance criteria have been valued using a Monte Carlo model.
4. 50% of PSP grants which have non-market based performance criteria have been valued using a Black-Scholes model.
5. This award only vests to the extent Tranche 1 of the VCP does not vest therefore the fair value of Tranche 1 of the VCP is deducted from the fair value of the PSP awards granted.
Annual Report and Accounts 2022 / 175
The fair value per share for grants made under the VCP during the year and the assumptions used in the calculation are as follows:
2022
VCP
VCP
VCP
VCP
VCP
VCP
Grant date
24 Jan 2022
24 Jan 2022
24 Jan 2022
11 Feb 2022
11 Feb 2022
11 Feb 2022
Market capitalisation at grant date
£3,624m
£3,624m
£3,624m
£3,515m
£3,515m
£3,515m
Hurdle
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
Vesting period (years)
3
4
5
3
4
5
Expected volatility
1
59%
56%
53%
60%
56%
54%
Risk-free rate
0.87%
0.90%
0.93%
1.39%
1.38%
1.38%
Fair value
2
£28.70m
£24.60m
£21.48m
£30.06m
£25.69m
£22.51m
VCP
VCP
VCP
VCP
VCP
VCP
Grant date
9 May 2022
9 May 2022
9 May 2022
15 July 2022
15 July 2022
15 July 2022
Market capitalisation at grant date
£2,346m
£2,346m
£2,346m
£2,113m
£2,113m
£2,113m
Hurdle
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
Vesting period (years)
3
4
5
3
4
5
Expected volatility
1
60%
57%
54%
58%
57%
54%
Risk-free rate
1.46%
1.52%
1.59%
1.85%
1.81%
1.81%
Fair value
2
£15.06m
£14.20m
£12.85m
£11.21m
£11.75m
£11.08m
2021
VCP
VCP
VCP
VCP
VCP
VCP
Grant date
14 Apr 2021
14 Apr 2021
14 Apr 2021
23 Jun 2021
23 Jun 2021
23 Jun 2021
Market capitalisation at grant date
£2,361m
£2,361m
£2,361m
£3,420m
£3,420m
£3,420m
Hurdle
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
£1,903m
Vesting period (years)
3
4
5
3
4
5
Expected volatility
1
61%
57%
53%
61%
56%
53%
Risk-free rate
0.00%
0.00%
0.00%
0.21%
0.31%
0.41%
Fair value
2
£15.47m
£14.01m
£12.59m
£26.54m
£23.49m
£20.73m
Notes:
1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. A Monte Carlo model has been used to determine the fair value. The fair values provided in this table comprise the fair value of each tranche in total, subject to a cap of £95m per tranche,
rather than the value of the award.
Value Creation Plan (VCP)
The VCP was launched in the prior year. The VCP comprises three equal tranches, based on performance measured over three
periods, from 1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025.
The plan is designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional
shareholder returns over the long-term. To the extent that performance exceeds the hurdle on a measurement date, participants
share 3.33% of the shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are
980,000 per tranche, of which a small pool is reserved for future hires and promotions. Units vest based on value created in terms of £
TSR, being the growth in Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks,
less share issues), over and above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created
at each measurement date will be calculated with reference to the average closing return index over the three months ending on
that date. To the extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full,
immediately. There will be no re-testing allowed.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022 and July 2022.
176 / Future plc
Financial Statement
Performance Share Plan (PSP)
The PSP is a share-based incentive scheme open to the Executive Directors and certain other key employees and ‘rising stars’, usually
based on a percentage of the participant’s salary. Awards under this scheme are subject to stretching performance criteria measured
against a combination of Adjusted diluted earnings per share (“EPS”), and Total Shareholder Return (”TSR”) (in prior years, share price)
performance, depending on the date of grant. Unless the Remuneration Committee decides otherwise at the date of grant, awards will
vest three years after the date of grant subject to the participant’s continued employment within the Group and achievement of the
following performance criteria.
Performance criteria in respect of awards granted during the year ended 30 September 2018:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry point
of 25% vesting for the EPS element requires a 5% compound annual growth rate (CAGR), with 100% vesting at 10% CAGR. The
threshold entry point of 25% vesting for the share price element requires a 5% CAGR, with 100% vesting at 9% CAGR. Vesting will be
on a straight line basis between the threshold and maximum for both elements. Following the completion of the rights issue in the
year ended 30 September 2018 the Remuneration Committee rebased the share price targets to adjust for the impact of the Purch
acquisition and associated rights issue.
Performance criteria in respect of awards granted during the year ended 30 September 2019:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry point
of 19% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 20% CAGR. The threshold entry point of 19% vesting for the
share price element requires 5% CAGR, with 100% vesting at 20% CAGR. Vesting will be on a straight line basis between the threshold
and maximum for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2020:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of
25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 16% CAGR. The threshold entry point of 25% vesting for the
TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and
maximum for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2021:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of
25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 23% CAGR. The threshold entry point of 25% vesting for the
TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and
maximum for both elements.
The award made in May 2021 is not subject to performance conditions.
Performance criteria in respect of awards granted during the year ended 30 September 2022:
Performance metrics are weighted 100% on the Group’s adjusted EPS. The threshold entry point of 25% vesting for the EPS element
requires a % CAGR, with 100% vesting at 12% CAGR. Vesting will be on a straight line basis between the threshold and maximum.
One of the awards made in July 2022 is not subject to performance conditions.
The performance metric for the other award made in July 2022 are weighted 50% on the Group’s adjusted EPS and 50% on the
Company’s TSR. The threshold entry point of 25% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 12% CAGR. The
threshold entry point of 25% vesting for the TSR element requires 5% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight
line basis between the threshold and maximum for both elements.
The perfomance metric for the award made in September 2022 is 100% weighted to the Group's adjusted EPS. The threshold entry
point of 25% vesting for the EPS element requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of
104.9p or above. This award only vests to the extent that Tranche 1 of the VCP does not vest. Therefore the number of shares vesting will
depend on the number of Tranche 1 shares of the VCP vesting as these will be deducted from the number of PSP shares vesting.
Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020,
June 2020, July 2020, September 2020, February 2021, March 2021 and May 2021, July 2022 and September 2022.
Deferred Annual Bonus Scheme (DABS)
The DABS is a share-based incentive scheme open to the Executive Directors and certain managers across the Group. The maximum
value of any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage of that
eligible participant’s annual bonus for the previous financial year. The number of shares over which an award is to be granted to each
participant will usually be calculated by reference to the market value of an Ordinary share in the Company on the date of the award.
For the Chief Executive, Zillah Byng-Thorne, and Chief Financial Officer, Penny Ladkin-Brand, the annual bonus for the year ending
30 September 2022 is to be paid 50% in cash in December 2022 and 50% in Future shares, deferred for two years. For Rachel Addison,
who served as Chief Financial Officer until 30 October 2021, the annual bonus was paid 100% in cash in December 2021. See page 100
of the Directors' Remuneration Report for further detail.
The last grant made under the DABS was in February 2022.
Annual Report and Accounts 2022 / 177
24. RESERVES
Share premium account
Share premium represents the excess of proceeds received over the nominal value of new shares issued.
Group and Company
2022
£m
2021
£m
At 1 October and 30 September
197.0
197.0
Merger reserve
Group
2022
£m
Company
2022
£m
Group
2021
£m
Company
2021
£m
At 1 October
581.9
472.9
170.9
61.9
Premium arising on equity shares issued as consideration
-
-
411.0
411.0
At 30 September
581.9
472.9
581.9
472.9
An amount of £109.0m in the merger reserve arose in previous years following the 1999 Group reorganisation and is non-distributable.
The movement in the prior year of £411.0m consisted of £411.7m relating to the premium on shares issued as consideration for the
acquisition of GoCo Group plc, offset by £0.7m of related share issuance costs.
Treasury reserve
The treasury reserve represents the cost of shares in Future plc purchased in the market and held by the EBT to satisfy awards made
by the trustees.
Group
2022
£m
Group
2021
£m
At 1 October
(7.6)
(8.8)
Acquisition of own shares
(7.9)
(4.9)
Issue of treasury shares to employees
7.5
6.1
At 30 September
(8.0)
(7.6)
During the year the Company purchased 522,795 of its own shares to fund the future vesting of share options, at a total value of £7.9m.
The 487,322 (2021: 414,931) shares held by the EBT represent 0.4% (2021: 0.3%) of the Company’s issued share capital. The treasury
reserve is non-distributable.
The issuance of treasury shares to employees relate to the settlement of PSP awards exercised in the year.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of the Group's foreign currency entities, principally the
USand Australia, on consolidation.
Share Incentive Plan (SIP)
The SIP is open to all UK employees including the Executive Directors. It is a tax efficient incentive plan pursuant to which employees
are eligible to acquire up to £150 (or 10% of salary, if less) worth of Ordinary shares in the Company per month or £1,800 per annum.
Under the SIP, employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy
Partnership shares the Company currently matches the number of Partnership shares bought with an award of Matching shares
on the basis of one Matching share for every four Partnership shares. Matching share awards to date have been met by the issue of
Ordinary shares to Yorkshire Building Society as Trustee of the SIP.
Employee Stock Purchase Plan (ESPP)
The Future plc Employee Stock Purchase Plan commenced during the year and is open to all employees who are employed and
resident in the US. The ESPP is a tax favourable plan pursuant to which employees can save between 1% and 10% of salary (capped at
$25,000 in any one calandar year) over a six month savings period, the savings from which are used for purchases of Ordinary shares in
the Company at a 15% discount.
178 / Future plc
Financial Statement
25. PENSIONS
The Group operates a defined contribution scheme for employees resident in the United Kingdom.
In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers
substantially all Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles
Schwab Trust Bank, the plan’s custodian. The employees, not the employer, have complete control over which funds they invest in,
although they have no control over the stocks owned by the funds.
During the year, £5.2m (2021: £4.0m) contributions were made to these plans and at 30 September 2022 the outstanding balance due
to be paid over to the plans was £1.7m (2021: £0.7m).
26. COMMITMENTS AND CONTINGENT LIABILITIES
(a) Operating lease commitments
Future minimum sub-lease receipts expected under non-cancellable operating subleases at 30 September 2022 total £3.4m (2021:
£0.8m).
During the year, £0.2m was recognised in the income statement in respect of operating lease rental payments for short-term and low-
value leases (2021: £0.2m), and £0.5m (2021: £0.4m) was recognised in respect of sub-lease receipts.
The Group also leases equipment under non-cancellable operating lease agreements.
(b) Contingent liabilities
There were no material contingent liabilities as at 30 September 2022 (2021: £nil).
(c) Capital commitments
There were no material capital commitments as at 30 September 2022 (2021: £nil).
27. RELATED PARTY TRANSACTIONS
The Group had no material transactions with related parties in 2022 or 2021 which might reasonably be expected to influence
decisions made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £1.8m (2021: receivable of £1.5m) from subsidiary
undertakings. The outstanding balance owed at 30 September 2022 was £1.8m (2021: £1.5m). See note 21 for details.
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel
compensation are set out note 6.
Annual Report and Accounts 2022 / 179
28. ACQUISITIONS
Acquisition of Dennis
On 1 October 2021, Future acquired Dennis Publishing, a leading consumer media subscriptions business, which includes trusted
Wealth, Knowledge and B2B technology specialist titles such as Kiplinger, MoneyWeek, The Week & IT Pro.
The consideration was £1.0m, however the acquired debt of £298.6m was required to be repaid immediately following the acquisition.
Transaction fees of £4.5m were incurred as part of the acquisition in the prior year.
The impact of the acquisition on the consolidated balance sheet was:
Fair value
£m
Tangible assets
- Right-of-use lease assets 11.2
- Other tangible assets 2.0
Intangible assets
- Brand
89.5
- Advertiser relationships
5.9
Subscriber relationships
61.9
- Software
1.5
Cash and cash equivalents
0.8
Inventory
0.1
Trade and other receivables
20.9
Finance lease receivable due within 1 year
0.5
Corporation tax receivable
0.4
Trade and other receivables due in more than 1 year
0.6
Finance lease receivables due in more than 1 year
2.2
Trade and other payables
(60.7)
Lease liability due within one year
(1.9)
Financial liabilities – interest bearing loans and borrowings due in less than one year
(2.4)
Non-current liabilities
Provisions
(13.4)
Deferred income
(10.8)
Lease liability due in more than one year
(14.1)
Financial liabilities – interest bearing loans and borrowings due in more than one year
(296.2)
Deferred tax
(26.3)
Net assets acquired
(228.3)
Goodwill
229.3
1.0
Consideration:
Cash
1.0
Total consideration
1.0
The acquisition has scaled the Group's 'Wealth & Savings' vertical, further diversified the Group's revenue by materially increasing the
Group's recurring revenues through subscriptions and extending the Group's reach in the North American market, deepened the
Group's existing presence in the 'B2B Pro Technology' vertical and enhanced the Group's 'Knowledge' vertical with high subscription
rates and growth potential. Goodwill is attributable to the synergies of the combined Group and the opportunities noted above. The
intangibles recognised, including goodwill, are not expected to be deductible for tax purposes.
At HY 2022 provisional values were included in the above. These have since been updated and finalised to increase provisions (from
£7.1m to £13.4m) to reflect additional legal costs as well as recognising a deferred tax asset of £2.7m on the basis that the costs, once
settled, are expected to be tax deductible.
Included within the Group’s results for the period are revenues of £129.6m from Dennis. Given that Dennis is now fully integrated and
using the Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this
level internally.
The acquisition was completed on the first day of the financial year and so the amounts included within the Group’s results reflect its
ownership for the full period.
Gross trade receivables were £5.6m on acquisition, of which £5.2m were expected to be recovered. The assets and liabilities acquired
included an £8m receivable from the sellers related to titles not purchased.
180 / Future plc
Financial Statement
Acquisition of WhatCulture
On 23 March 2022, the Group acquired WhatCulture, an entertainment-based website, for total consideration of £22.7m. WhatCulture
further strengthens Future’s position in video, notably with its expertise in the monetisation on YouTube and will benefit from
the Future proprietary technology stack and operating model to drive the platform effect whilst bolstering Future’s gaming and
entertainment verticals, forming part of the Group’s UK cash generating unit.
The impact of the acquisition on the consolidated balance sheet was:
Fair value
£m
Tangible assets
- Land and Buildings
0.4
Intangible assets
- Brand
5.7
Cash and cash equivalents
3.6
Trade and other receivables
0.5
Trade and other payables
(0.1)
Deferred tax
(1.4)
Net assets acquired
8.7
Goodwill
14.0
22.7
Consideration:
Cash
18.2
Deferred consideration
4.5
Total consideration
22.7
Goodwill is attributable to the opportunities that exist to further monetise the Group’s brands and audience and is not expected to be
deductible for tax purposes.
Included within the Group’s results for the period are revenues of £2.1m from WhatCulture (excluding deal fees, associated integration
costs, acquired intangible amortisation and interest). Given that WhatCulture is now fully integrated and using the Group’s shared back
office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level internally.
If the acquisition had been completed on the first day of the financial year, it would have contributed £4.3m of revenue during the
period.
Gross trade receivables were £0.4m on acquisition, of which £0.4m were expected to be recovered.
Annual Report and Accounts 2022 / 181
Acquisition of Who What Wear
On 15 June 2022, the Group completed the acquisition of Who What Wear, a leading digital-only women’s lifestyle publisher based in
the US from Clique Brands Inc for consideration of $127.2m. Transaction fees of £1.2m were incurred as part of the acquisition.
Who What Wear is a brand highly-regarded by both consumers and advertisers with a strong social presence and diverse revenue
streams ranging from digital advertising to eCommerce.
The acquisition further strengthens Future’s position in the Women’s Lifestyle vertical and gives the Group greater scale and reach in
North America to further monetise its audience. With Future’s content already reaching 1 in 3 adults online in the US, the transaction
will accelerate Future’s scale and revenue opportunities in the US. The Group’s existing Women’s Lifestyle brands will benefit
from Who What Wear’s leading direct advertising sales capabilities, whilst Who What Wear will benefit from Future’s proprietary
technology stack and operating model to drive the platform effect.
The provisional impact of the acquisition on the consolidated balance sheet was:
Provisional
Fair value
£m
Tangible assets
- Right-of-use lease assets
4.7
- Other tangible assets
0.3
Intangible assets
- Brand
34.2
- Customer relationships
12.2
- Software
0.1
Cash and cash equivalents
7.1
Trade and other receivables
9.9
Trade and other payables
(6.1)
Lease liability due within one year
(1.1)
Non-current liabilities
- Lease liability due in more than one year
(3.6)
Deferred tax
(11.8)
Net assets acquired
45.9
Goodwill
59.3
105.2
Consideration:
Cash
105.2
Total consideration
105.2
The values included above are considered to be final other than the consideration (and any subsequent flow on impact to goodwill) as
completion accounts are in the process of being finalised and agreed with the seller.
Included within the Group’s results for the period are revenues of £9.0m from Who What Wear (excluding deal fees, associated
integration costs, acquired intangible amortisation and interest). Given that Who What Wear is now fully integrated and using the
Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level
internally.
If the acquisition had been completed on the first day of the financial year, it would have contributed £33.0m of revenue during the
period.
Gross trade receivables were £7.8m on acquisition, of which £7.5m are expected to be recovered.
182 / Future plc
Financial Statement
29. SUBSIDIARY UNDERTAKINGS
Details of the Company’s subsidiaries at 30 September 2022 are set out below. All subsidiaries are included in the consolidation. Shares
of those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.
Company name and registered number
Country of incorporation
and registered office
Nature of business Holding % Class of shares
Ascent Publishing Limited*
02561341
England and Wales
1
Non-trading 100 £1 Ordinary shares
Barcroft Media Limited*
04826405
England and Wales
1
Non-trading 100 £1 Ordinary shares
Broadleaf Bidco Limited*
11473951
England and Wales
1
Holding company 100
£1 Ordinary shares
$1 Ordinary shares
Broadleaf Holdco Limited*
11473888
England and Wales
1
Holding company 100 £1 Ordinary shares
Broadleaf Midco Limited*
11473807
England and Wales
1
Holding company 100 £0.001 Ordinary shares
Broadleaf Newco 2 Limited*
13435883
England and Wales
1
Holding company 100
£0.001 A1 Ordinary shares
£0.001 A2 Ordinary shares
£0.001 B1 Ordinary shares
£0.001 B2 Ordinary shares
Broadleaf US Bidco Inc*
6982422
USA
13
Holding company 100 $0.01 Ordinary shares
Circlesix Media Inc*
5904231
USA
13
Non-trading 100 $0.01 Ordinary shares
Clique Brands Inc*
5168252
USA
13
Publishing 100
$0.00001 Ordinary shares
Series A Preferred Stock
of $1.0000 per share
Series B Preferred Stock of $4.3550
Series C Preferred Stock of $7.4560
Clique Brands UK Limited*
10871824
England and Wales
1
Non-trading 100 £1 Ordinary shares
Comary, Inc*
2400371
USA
10
Publishing 100 Not applicable
Dennis Interactive Inc*
1827502
USA
14
Non-trading 100 $20 Ordinary shares
Dennis Publishing Limited*
01138891
England and Wales
1
Non-trading 100 £1 Ordinary shares
Energylinx Limited*
SC244794
Scotland
3
Non-trading 100 £10 Ordinary shares
Energylinx for Business Limited*
SC431929
Scotland
3
Non-trading 100 £1 Ordinary shares
Energylinx for Business Trading
Limited* SC455901
Scotland
3
Non-trading 100 £1 Ordinary shares
Future Holdings 2002 Limited
04387886
England and Wales
1
Holding company 100 £1 Ordinary shares
Future UK Finance Limited*
13651021
England and Wales
1
Non-trading 100 £1 Ordinary shares
Future Publishing Limited*
02008885
England and Wales
1
Publishing 100 10 pence Ordinary shares
Future Publishing (Overseas) Limited*
06202940
England and Wales
1
Publishing 100 £1 Ordinary shares
Future Publishing Holdings Limited
03430449
England and Wales
1
Holding company 87.5 1 pence Ordinary shares
GoCo Group Limited
06062003
England and Wales
2
Non-trading 100 0.0002 pence Ordinary shares
GoCompare.com Limited*
05799376
England and Wales
2
Price comparison website 100 £1 Ordinary shares
GoCompare.com Finance Limited
10227007
England and Wales
2
Non-trading 100 0.0002 pence Ordinary shares
Marketforce (U.K.) Limited*
00499150
England and Wales
1
Dormant 100 £1 Ordinary shares
Mozo Pty Limited*
ACN 128 199 208
Australia
4
Comparison shopping 100 $1 Ordinary shares
Sapphire Bidco Limited*
11157309
England and Wales
1
Non-trading 100 £1 Ordinary shares
Sapphire Midco Limited*
11157151
England and Wales
1
Non-trading 100 £1 Ordinary shares
Annual Report and Accounts 2022 / 183
Ascent Publ sh ng L m ted, Barcroft Med a L m ted, Broadleaf B dco L m ted, Broadleaf Holdco L m ted, Broadleaf M dco L m ted, Broadleaf Newco 2
L m ted, Cl que Brands UK L m ted, Denn s Publ sh ng L m ted, Energyl nx L m ted, Energyl nx for Bus ness L m ted, Energyl nx for Bus ness Trad ng
L m ted, Future Hold ngs 2002 L m ted, Future Publ sh ng L m ted, Future Publ sh ng Hold ngs L m ted, Future Publ sh ng (Overseas) L m ted, Future UK
F nance L m ted, GoCo Group L m ted, GoCompare.com L m ted, GoCompare.com F nance L m ted, The Global Voucher Group L m ted, Sapph re B dco
L m ted, Sapph re M dco L m ted, Th s s the B g Deal L m ted, The Week L m ted, T Med a L m ted, Wa ve L m ted and What Culture L m ted are exempt
from the requ rement to file aud ted financ al statements by v rtue of Sect on 479A of the Compan es Act 2006. Sarracen a L m ted and Marketforce (U.K.)
L m ted are exempt from the requ rement to file aud ted financ al statements by v rtue of Sect on 480 of the Compan es Act 2006.
30. POST BALANCE SHEET EVENTS
UKEF
On 23 November 2022, the Group further extended ts comm tted debt fac l t es w th a 5 year, £400m term fac l ty part ally guaranteed by UK
Export F nance. The fac l ty, matur ng November 2027, has a 12 month ava lab l ty per od and amort ses from year 3. t was secured at compet t ve
market rates, on substant ally s m lar terms to, and w th the same covenants as, the Groups RCF. On s gn ng, the first £160m was ut l sed to
prepay the Groups ex st ng Term Loan matur ng 31 December 2023.
Acquisition of ShortList Media Ltd
On 18 October 2022, we completed the acqu s t on of ShortL st Med a L m ted (trad ng as Shortl st.com), a technology webs te, add ng the much
respected technology and l festyle brand and ts arch ve of hundreds of evergreen art cles for cons derat on of £0.3m. We w ll be able to deploy
our tech stack to the webs te to dr ve monet sat on, wh lst grow ng our onl ne users and accelerat ng th s growth through our capab l t es.
Company name and registered number
Country of incorporation
and registered office
Nature of business Holding % Class of shares
Sarracenia Limited
04582851
England and Wales
1
Dormant 100 £1 Ordinary shares
The Global Voucher Group Limited*
09051128
England and Wales
2
Voucher codes website 100 1 pence Ordinary shares
The Kiplinger Washington Editors Inc*
434902
USA
13
Publishing 100
$10 A Ordinary shares
$10 B Ordinary shares
The Week Limited*
02998743
England and Wales
1
Publishing 100 £1 Ordinary shares
The Week Publications Inc*
2528945
USA
15
Publishing 100 $0.01 Ordinary shares
This is the Big Deal, Inc*
6690977
USA
13
Holding company 100 Not applicable
This is the Big Deal Limited*
08867458
England and Wales
2
Energy auto switching
service
100
0.000015625 pence Ordinary
shares
TI Media Limited*
00053626
England and Wales
1
Holding company 100 £1 Ordinary shares
Waive Limited*
10619147
England and Wales
1
Non-trading 100 £0.001 Ordinary shares
What Culture Limited*
07243682
England and Wales
1
Non-trading 100 £1 Ordinary shares
Next Commerce Pty Limited*
113 146 786
Australia
4
Comparison shopping 100 $1 Ordinary shares
Future Creative Media Canada Limited*
BC1198396
Canada
5
Digital media
publishing
100 Not applicable
Future Publishing s.r.o.*
09393951
Czech Republic
6
Non-trading 100 CZK 1 Ordinary shares
Purch Technologies Sarl*
84138050400016
France
7
Non-trading 100 Not applicable
Windsor Support Services Private
Limited* U74999DL2011FTC217990
India
8
Dormant 100 Rand 10 equity shares
Next Commerce Philippines Inc*
CS201517783
Philippines
9
Dormant 100 ₱ Ordinary shares
Future US, LLC*
1513070
USA
12
Publishing 100 Not applicable
Future US Holdings, Inc*
6260582
USA
10
Holding company 100 Not applicable
1 Registered o fice Quay House, he Ambury, Bath, BA1 1UA, England
2 Registered o fice mperial House, mperial Way, Coedkernew, Newport, Wales
NP10 8UH
3 Registered o fice C/O Womble Bond Dickinson (Uk) Llp 2, Semple Street, Edinburgh, Scotland,
EH3 8BL
4 Registered o fice Registered o fice Suite 3, Level 10, 100 Walker Street, North Sydney, NSW
2060, Australia
5 Registered o fice 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada
6 Registered o fice Holečkova 100/9, Sm chov, 150 00 Praha 5, Czech Republic
7 Registered o fice 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, rance
8 Registered o fice Dpt 610, Prime owers 79-80, Okhla ndustrial Area, hase 1 New Delhi New
Delhi DL 110020 ndia
9 Registered o fice 2/ GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila,
hilippines
10 Registered o fice 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
11 Registered o fice 251 Little alls Drive, Wilmington, DE 19808, USA
12 Registered o fice 1401 21st Street, S E R, Sacramento CA 95811, USA
13 Registered o fice Corporation rust Centre, 1209 Orange Street, New Castle, Wilmington,
DE 9801, USA
14 Registered o fice Suite D100, 117 Seaboard Lane, ranklin, ennessee, 37067, USA
15 Registered o fice 5th loor, 55 West 39th Street, New York, 10018, USA
Ordinary resolutions
1. To rece ve and adopt the Annual Report
nclud ng the aud ted financ al statements
for the year ended 30 September 2022.
2. To declare a final d v dend for the year
ended 30 September 2022 of 3.4p per
ord nary share payable on 14 February 2023
to shareholders on the reg ster at the close
of bus ness on 20 January 2023.
3. To approve the D rectors Remunerat on
Pol cy set out on pages 114 to 119 ( nclus ve)
n the Annual Report.
4. To approve the D rectors Remunerat on
Report set out on pages 90 to 113 ( nclus ve)
n the Annual Report.
5. To re-elect R chard Hunt ngford as a
D rector of the Company.
6. To re-elect Z llah Byng-Thorne as a D rector
of the Company.
7. To re-elect Mered th Amdur as a D rector of
the Company.
8. To re-elect Mark Brooker as a D rector of
the Company.
9. To re-elect Hugo Drayton as a D rector of
the Company.
10. To re-elect Rob Hattrell as a D rector of the
Company.
11. To re-elect Penny Ladk n-Brand as D rector
of the Company
12. To re-elect Alan Newman as a D rector of
the Company.
13. To re-elect Anglea Seymour-Jackson as a
D rector of the Company.
14. To reappo nt Delo tte LLP as Aud tor of the
Company to hold off ce unt l the conclus on
of the next general meet ng at wh ch
accounts are to be la d before the
Company.
15. To author se the Aud t and R sk Comm ttee
to dec de the remunerat on of the Aud tor.
16. That
a) the D rectors be author sed, for the
purposes of sect on 551 of the Compan es
Act 2006 (the Act ), to allot shares n the
Company or grant r ghts to subscr be for,
or convert any secur ty nto, shares n the
Company
) n accordance w th art cle 3 of the
Company s Art cles of Assoc at on, up to a
max mum nom nal amount of
£6,042,245.91 (such amount to be reduced
by the nom nal amount of any equ ty
secur t es (as defined n sect on 560 of the
Act) allotted under paragraph below n
excess of £12,084,491.83) and
) compr s ng equ ty secur t es (as defined n
sect on 560 of the Act), up to a max mum
nom nal amount of £12,084,491.83 (such
amount to be reduced by any shares
allotted or r ghts granted under paragraph
( ) above) n connect on w th an offer by
way of a r ghts ssue
b) th s author ty shall exp re at the conclus on
of the next Annual General Meet ng of the
Company after the pass ng of th s
resolut on, or, f earl er, at the close of
bus ness on 8 May 2024 and
c) all prev ous unut l sed author t es under
sect on 551 of the Act shall cease to have
effect (save to the extent that the same are
exerc sable pursuant to sect on 551(7) of
the Act by reason of any offer or
agreement made pr or to the date of th s
resolut on wh ch would or m ght requ re
shares to be allotted or r ghts to be
granted on or after that date).
17. To author se the Company, and all
compan es that are ts subs d ar es, at any
t me dur ng the per od for wh ch th s
resolut on has effect for the purposes of
sect on 366 of the Compan es Act 2006 to
a) make pol t cal donat ons to pol t cal
part es and/or ndependent elect on
cand dates not exceed ng £50,000 n total
b) make pol t cal donat ons to pol t cal
organ sat ons other than pol t cal part es
not exceed ng £50,000 n total and
c) ncur pol t cal expend ture not exceed ng
£50,000 n total, dur ng the per od
beg nn ng w th the date of the pass ng of
th s resolut on and end ng follow ng the
conclus on of the Company s next Annual
General Meet ng or, f earl er, on 8 May
2024.
18. That the rules of the Future plc 2023
Performance Share Plan (the “PSP ), produced
n draft to the meet ng and a summary of the
ma n prov s ons of wh ch s set out n
Explanatory Notes to the Not ce of Meet ng,
be approved and the d rectors be author sed
to
( ) do all such acts and th ngs necessary to
establ sh and g ve effect to the PSP and
( ) establ sh schedules to, or further ncent ve
plans based on, the PSP but mod fied to take
account of local tax, exchange control or
secur t es laws n overseas terr tor es,
prov ded that any awards made under any
such schedules or further plans are treated as
count ng aga nst the l m ts on nd v dual and
overall part c pat on n the PSP.
This Notice of Meeting is important and requires your immediate attention.
Notice of Annual General Meeting
Not ce s g ven that the Annual General Meet ng of Future plc
w ll be held at 11.00am on Wednesday 8 February 2023 at
Future s London off ce at, 121 - 141 Westbourne Terrace,
Padd ngton, London, W2 6JR to cons der and, f thought fit,
pass the follow ng resolut ons
f you are n any doubt as to what act on you should take, you should
consult your stockbroker, bank manager, sol c tor, accountant or
other ndependent adv ser author sed under the F nanc al Serv ces
and Markets Act 2000.
f you have sold or otherw se transferred all your shares n Future
plc, please forward th s not ce, together w th the accompany ng
documents, as soon as poss ble e ther to the purchaser or
transferee, or to the person who arranged the sale or transfer so
that they can pass these documents to the purchaser or transferee.
184 / Future plc
Financial Statement
SPECIAL RESOLUTIONS (19-25)
Spec al Resolut on 19
19. That, f resolut on 16 s passed, the Board
be author sed to allot equ ty secur t es (as
defined n the Act) for cash under the author ty
g ven by that resolut on and/or to sell
ord nary shares held by the Company as
treasury shares for cash as f sect on 561 of the
Act d d not apply to any such allotment or
sale, such author ty to be l m ted
A. to the allotment of equ ty secur t es n
connect on w th a r ghts ssue, open offer
or other pre-empt ve offer (but n the case
of the author zat on granted under
resolut on 16.a. , such powers shall be
l m ted to a r ghts ssue only) n favour of
holders of ord nary shares n proport on
(as nearly as pract cable) to the respect ve
numbers of ord nary shares held by them
on the record date for such allotment, but
subject to such exclus ons or other
arrangements as the D rectors may deem
fit to deal w th fract onal ent tlements,
legal or pract cal d ff cult es wh ch may
ar se under the laws of any overseas
terr tory, the requ rements of any
regulatory body or stock exchange or by
v rtue of shares be ng represented by
depos tory rece pts or by v rtue of any
other matter whatsoever
B. to the allotment of equ ty secur t es or sale
of treasury shares (otherw se than under
paragraph (A) above) up to a nom nal
amount of £1,812,855.06 and
C. to the allotment of equ ty secur t es or sale
of treasury shares (otherw se than under
paragraph (A) or paragraph (B) above) up
to a nom nal amount equal to 20% of any
allotment of equ ty secur t es or sale of
treasury shares from t me to t me under
paragraph (B) above, such author ty to be
used only for the purposes of mak ng a
follow-on offer wh ch the Board
determ nes to be of a k nd contemplated
by paragraph 3 of Sect on 2B of the
Statement of Pr nc ples on D sapply ng
Pre-Empt on R ghts most recently
publ shed by the Pre-Empt on Group pr or
to the date of th s not ce (the Statement of
Pr nc ples ),
such author ty to exp re at the end of the next
AGM of the Company (or, f earl er, at the close
of bus ness on 8 May 2024) but, n each case,
pr or to ts exp ry the Company may make
offers, and enter nto agreements, wh ch
would, or m ght, requ re equ ty secur t es to
be allotted (and treasury shares to be sold)
after the author ty exp res and the Board may
allot equ ty secur t es (and sell treasury
shares) under any such offer or agreement as
f the author ty had not exp red.
Spec al Resolut on 20
20. That f resolut on 16 s passed, the Board
be author sed n add t on to any author ty
granted under resolut on 19 to allot equ ty
secur t es (as defined n the Act) for cash under
the author ty g ven by that resolut on and/or
to sell ord nary shares held by the Company
as treasury shares for cash as f sect on 561 of
the Act d d not apply to any such allotment or
sale, such author ty to be
A. l m ted to the allotment of equ ty secur t es
or sale of treasury shares up to a nom nal
amount of £1,812,855.06 such author ty to
be used only for the purposes of financ ng
(or refinanc ng, f the author ty s to be
used w th n 12 months after the or g nal
transact on) a transact on wh ch the Board
determ nes to be e ther an acqu s t on or a
spec fied cap tal nvestment of a k nd
contemplated by the Statement of
Pr nc ples and
B. l m ted to the allotment of equ ty secur t es
or sale of treasury shares otherw se than
under paragraph (A) above) up to a
nom nal amount equal to 20% of any
allotment of equ ty secur t es or sale of
treasury shares from t me to t me under
paragraph (A) above, such author ty to be
used only for the purposes of mak ng a
follow-on offer wh ch the Board of the
Company determ nes to be of a k nd
contemplated by paragraph 3 of Sect on
2B of the Statement of Pr nc ples,
such author ty to exp re at the end of the next
AGM of the Company (or, f earl er, at the close
of bus ness on 8 May 2024 but, n each case,
pr or to ts exp ry the Company may make
offers, and enter nto agreements, wh ch
would, or m ght, requ re equ ty secur t es to
be allotted (and treasury shares to be sold)
after the author ty exp res and the Board may
allot equ ty secur t es (and sell treasury
shares) under any such offer or agreement as
f the author ty had not exp red.
Spec al Resolut on 21
21. That, n accordance w th the Company s
Art cles of Assoc at on, a general meet ng
(other than an Annual General Meet ng)
may be called on not less than 14 clear
days not ce.
Spec al Resolut on 22
22 THAT, the amount of £472,951,225 stand ng
to the cred t of the merger reserve be
cap tal sed and appl ed n pay ng up n full at
par such number of new B ord nary shares (the
“B Ord nary Shares ) equal to the number of
Ord nary Shares n ssue as at 6.30 p.m. on the
Bus ness Day mmed ately preced ng the
Bus ness Day of the Court hear ng to confirm
the Reduct on of Cap tal (the Cap tal
Reduct on Record T me ), such B Ord nary
Shares hav ng a nom nal value equal to the
sum that s obta ned by d v d ng the number
of B Ord nary Shares to be ssued as set out
above nto £472,951,225, as shall be requ red
to effect such cap tal sat on, and the d rectors
of the Company be and are hereby author sed
for the purposes of sect on 551 of the
Compan es Act 2006 (the “Compan es Act ) to
allot and ssue all of the B Ord nary Shares
thereby created to such members of the
Company as the d rectors of the Company
shall n the r absolute d scret on determ ne
upon terms that they are pa d up n full by
such cap tal sat on, and such author ty shall
for the purposes of sect on 551 of the
Compan es Act exp re on the conclus on of the
next annual general meet ng of the Company,
or, f earl er, 7 February 2024.
Spec al Resolut on 23
23 THAT, the B Ord nary Shares created and
ssued pursuant to resolut on 22 above shall
have the follow ng r ghts and restr ct ons
(a) the holder(s) of the B Ord nary Shares shall
have no r ght to rece ve any d v dend or other
d str but on whether of cap tal or ncome
(b) the holder(s) of the B Ord nary Shares shall
have no r ght to rece ve not ce of or to attend
or vote at any general meet ng of the
Company
(c) the holder(s) of the B Ord nary Shares shall
on a return of cap tal n a l qu dat on, but not
otherw se, be ent tled to rece ve the nom nal
amount of each such share but only after the
holder of each Ord nary Share shall have
rece ved the amount pa d up or cred ted as
pa d up on such a share and the holder(s) of
the B Ord nary Shares shall not be ent tled to
any further part c pat on n the assets or
profits of the Company
(d) a reduct on by the Company of the cap tal
pa d up or cred ted as pa d up on the B
Ord nary Shares and the cancellat on of such
shares w ll be treated as be ng n accordance
w th the r ghts attach ng to the B Ord nary
Shares and w ll not nvolve a var at on of such
Annual Report and Accounts 2022 / 185
r ghts for any purpose. The Company w ll be
author sed at any t me w thout obta n ng the
consent of the holder(s) of the B Ord nary
Shares to reduce ts cap tal n accordance w th
the Compan es Act and
(e) the Company shall have rrevocable
author ty at any t me after the allotment or
ssue of the B Ord nary Shares to appo nt any
person to execute on behalf of the holders of
such shares a transfer thereof and/or an
agreement to transfer the same w thout
mak ng any payment to the holders thereof to
such person or persons as the Company may
determ ne and, n accordance w th the
prov s ons of the Compan es Act, to purchase
or cancel such shares w thout mak ng any
payment to or obta n ng the sanct on of the
holders thereof and pend ng such a transfer
and/or purchase and/or cancellat on to reta n
the cert ficates, f any, n respect thereof,
prov ded also that the Company may n
accordance w th the prov s ons of the
Compan es Act purchase all but not some only
of the B Ord nary Shares then n ssue at a
pr ce not exceed ng £1.00 for all the B
Ord nary Shares.
Spec al Resolut on 24
THAT, subject to the B Ord nary Shares hav ng
been allotted and ssued, and subject to the
confirmat on of the Compan es Court, London
(the “Court ), the cap tal of the Company be
reduced by cancell ng and ext ngu sh ng the B
Ord nary Shares allotted and ssued pursuant
to resolut on 23 above and the amount of such
reduct on be and s hereby cred ted to the
reserves of the Company.
Spec al Resolut on 25
THAT, subject to the confirmat on of the Court,
the share prem um account of the Company
be and s hereby cancelled and the amount of
such reduct on be and s hereby cred ted to
the reserves of the Company.
EXPLANATION OF RESOLUTIONS
Ordinary resolutions
For each of the follow ng resolut ons to be
passed, more than half of the votes cast must be
n favour of the resolut on.
Resolution 1:
RECEIPT OF ANNUAL REPORT
he D rectors present to shareholders at the
AGM the Reports of the D rectors and Aud tor
and the financ al statements of the Company for
the year ended 30 September 2022.
Resolution 2:
APPROVAL OF THE FINAL DIVIDEND
h s resolut on seeks shareholder approval to
pay a final d v dend of 3.4p per ord nary share for
the year ended 30 September 2022. he
d v dend, f approved, w ll be payable on 14
February 2023 to shareholders on the reg ster at
the close of bus ness on 20 January 2023. .
Resolution 3:
APPROVAL OF THE REMUNERATION POLICY
As the resolut on to approve the 2021
Remunerat on Report at the February 2022 AGM
was not supported by the s mple major ty
requ red for t to be passed, the Remunerat on
Pol cy s requ red to be subm tted for a b nd ng
vote at th s year s AGM. Over the past year, we
have consulted w dely w th our largest
shareholders on proposals for our D rectors
Remunerat on Pol cy ( Remunerat on Pol cy ). We
are propos ng some changes to the
Remunerat on Pol cy th s year, as set out on
pages 114 to 119. he Board bel eves that the
amended Remunerat on Pol cy offers greater
strateg c flex b l ty and al gnment w th the
Company s strategy. he Remunerat on Pol cy s
set out on pages 114 to 119 ( nclus ve) of the
Annual Report.
Resolution 4:
APPROVAL OF THE DIRECTORS’
REMUNERATION REPORT
Resolut on 4 seeks shareholder approval for the
D rectors Remunerat on Report on pages 90 to
113 of the Annual Report. he FY 2022 annual
report on remunerat on g ves deta ls of the
mplementat on of the Company s Remunerat on
Pol cy, approved by shareholders at the AGM n
February 2021, n terms of the payments and
share awards made to the D rectors n
connect on w th the r performance and that of
the Company dur ng the year ended 30
September 2022.
t also g ves deta ls of how the Company ntends
to apply the Remunerat on Pol cy n pract ce for
FY 2023. h s vote s adv sory and the D rectors
ent tlement to remunerat on s not cond t onal
on t.
he Company s Aud tor dur ng the year, Delo tte
LLP, has aud ted those parts of the D rectors
Remunerat on Report that are requ red to be
aud ted and the r report may be found on pages
126 to 136 of the Annual Report.
Resolutions 5-13:
ELECTION AND RE-ELECTION OF DIRECTORS
A b ography of each D rector, nclud ng a
descr pt on of the sk lls and exper ence they
contr bute to the Board, appears on pages 78 to
79 of the Annual Report and s also ava lable on
the Company s webs te at www.futureplc.com/
wh o we are/.
n accordance w th the recommendat ons of the
UK Corporate Governance Code, every D rector s
requ red to ret re from off ce at every AGM. Any
D rector el g ble, n accordance w th the
Company s art cles of assoc at on (the Art cles ),
may stand for re elect on. he Company s
Cha rman confirms that, follow ng the evaluat on
process, as descr bed on page 81, the
performance of each D rector stand ng for
re elect on and elect on cont nues to be effect ve
and that they have each demonstrated a strong
comm tment to the r role.
Resolutions 14-15:
APPOINTMENT OF AUDITOR AND
AUDITOR’S REMUNERATION
An ndependent aud tor s requ red to be
appo nted at each general meet ng at wh ch
accounts are presented to shareholders. Under
Resolut on 14 the D rectors propose to reappo nt
Delo tte LLP as the Company s ndependent
aud tor. More nformat on about the dec s on to
appo nt Delo tte LLP can be found n the Aud t
and R sk Comm ttee report on page 89.
Resolut on 15 seeks shareholder author sat on for
the Aud t and R sk Comm ttee to dec de the
Aud tor s fee, wh ch s standard pract ce.
Resolution 16:
AUTHORITY TO ALLOT SHARES
At the AGM last year, the D rectors were g ven the
author ty to allot shares w thout the pr or consent
of shareholders for a per od exp r ng at the
conclus on of the 2023 AGM or, f earl er, on 3 May
2023. t s proposed to renew th s author ty and to
author se the D rectors under sect on 551 of the
Compan es Act 2006 to allot ord nary shares or
grant r ghts to subscr be for or convert any
secur ty nto shares n the Company for a per od
exp r ng at the conclus on of the 2024 AGM or, f
earl er, close of bus ness on 8 May 2024.
h s resolut on, wh ch follows the gu del nes
ssued by the nvestment Assoc at on, w ll allow
the D rectors to:
a) allot ord nary shares up to a max mum
nom nal amount of £6,042,245.91
represent ng approx mately one th rd (33.33
per cent) of the Company s ex st ng ssued
share cap tal and calculated as at 5 December
2022 and
Notice of Annual General Meeting
186 / Future plc
Financial Statement
b) allot ord nary shares on a preempt ve bas s by
way of a r ghts ssue to ord nary shareholders
up to a max mum nom nal amount ( nclud ng
any shares allotted under the paragraph
above) of £12,084,491.83 represent ng
approx mately two th rds (66.67 per cent) of
the Company s ex st ng ssued share cap tal
and calculated as at 5 December 2022.
he D rectors have no present ntent on of
allott ng shares under th s resolut on, but bel eve
that the flex b l ty allowed by th s resolut on may
ass st them n tak ng advantage of bus ness
opportun t es as they ar se.
f they do exerc se th s author ty, the D rectors
ntend to follow best pract ce as recommended
by the nvestment Assoc at on. As at 5
December 2022 the Company does not have any
shares n treasury.
Resolution 17
AUTHORITY TO MAKE POLITICAL DONATIONS
t rema ns the pol cy of the Company not to make
pol t cal donat ons or to ncur pol t cal expend ture,
as those express ons are normally understood.
However, follow ng broader defin t ons ntroduced
by the Act, the D rectors cont nue to propose a
resolut on des gned to avo d nadvertent
nfr ngement of these defin t ons.
he Act requ res compan es to obta n
shareholders author ty for donat ons to
reg stered pol t cal part es and other pol t cal
organ sat ons totall ng more than £50,000 n any
12 month per od, and for any pol t cal
expend ture, subject to l m ted except ons.
he defin t on of donat on n th s context s very
w de and extends to bod es such as those
concerned w th pol cy rev ew, law reform and the
representat on of the bus ness commun ty. t
could also nclude spec al nterest groups, such
as those nvolved w th the env ronment, wh ch
the Company and ts subs d ar es m ght w sh to
support, even though these act v t es are not
des gned to support or to nfluence support for
any part cular pol t cal party.
Resolution 18
PERFORMANCE SHARE PLAN
he Company w shes to obta n shareholder
approval for the Future plc 2023 Performance
Share Plan (the PSP ).
he PSP w ll replace the Company s ex st ng
Performance Share Plan wh ch was last approved
by shareholders on 4 February 2015, and s due to
exp re on 3 February 2025.
he Company conducted a remunerat on rev ew
dur ng 2022 and follow ng th s rev ew a number of
changes have been proposed n the new
Remunerat on Pol cy, as outl ned n the
explanatory note relat ng to resolut on 3 above. n
l ne w th the proposed Remunerat on Pol cy, and
n order to mplement t, the Company w shes to
obta n shareholder approval for the PSP.
he PSP w ll be used for awards made after the
date of the AGM.
he ma n prov s ons of the PSP are summar sed
below and resolut on 18 proposes the approval of
th s plan. he resolut on also g ves the D rectors
the author ty to establ sh schedules to the PSP, or
separate plans, that are commerc ally s m lar, for
the purposes of grant ng awards to employees
and Execut ve D rectors who are based outs de
the UK. Any awards made under such schedules
or separate plans w ll count towards the l m ts on
nd v dual and overall part c pat on n the PSP.
1. Constitution
he operat on of the PSP w ll be overseen by the
Remunerat on Comm ttee, whose dec s ons are
final and conclus ve.
2. Participating Companies
he PSP may apply to employees of the Company
and any member of the Group.
3. Eligibility
All employees ( nclud ng employed D rectors) of
the Group w ll be el g ble for part c pat on n the
PSP. he Remunerat on Comm ttee w ll, at ts
d scret on, select who w ll rece ve awards under
the PSP ( Awards ). hose selected w ll be sen or
employees who have been dent fied as able to
nfluence the performance of the Company and
the value del vered to shareholders.
4. Timing and structure of Awards
Awards may be granted w th n the 42 day per od
follow ng:
the Company announc ng ts results for any
per od
shareholder approval of the PSP
the announcement or mplementat on of any
leg slat ve or regulatory change wh ch affects
share plans or
any other t me when the Remunerat on
Comm ttee cons ders there are except onal
c rcumstances wh ch just fy the grant ng of
Awards.
Awards w ll be structured as cond t onal share
awards or n l cost opt ons or phantom awards (a
cond t onal r ght to a cash sum, l nked to the
value of a number of not onal shares). Unless
otherw se perm tted n the Remunerat on Pol cy,
phantom awards w ll not be made to Execut ve
D rectors. Awards w ll be n respect of ord nary
shares n the cap tal of the Company ("Shares").
No payment s requ red for the grant of an Award.
Awards are not transferable, except on death.
Awards are not pens onable.
5. Individual limit
nd v dual l m ts for Execut ve D rectors w ll be as
set out n the appl cable Remunerat on Pol cy
from t me to t me. For other part c pants, the
Awards w ll be granted n accordance w th any
appl cable pol c es that may mpose part c pat on
l m ts on such Awards.
6. Vesting of Awards
Awards shall ord nar ly vest on the expected
vest ng date for the Award or, f later, when the
Remunerat on Comm ttee determ nes the extent
to wh ch any performance cond t ons or other
cond t ons have been sat sfied. Awards granted to
Execut ve D rectors shall not have an expected
vest ng date set earl er than the th rd ann versary
of the Award s grant date , or such other per od as
may be set out w th n the Remunerat on Pol cy.
Where Awards are granted n the form of opt ons,
once vested such opt ons w ll then be exerc sable
up unt l the tenth ann versary of grant (or such
shorter per od spec fied by the Remunerat on
Comm ttee at the t me of grant) unless they lapse
earl er. Shorter exerc se per ods shall apply n the
case of good leavers or vest ng of Awards n
connect on w th corporate events. Vest ng can be
prevented or delayed by deal ng restr ct ons or
an ongo ng nvest gat on nto malus or clawback.
Except onally, the Remunerat on Comm ttee may
dec de that Awards may be settled n cash
nstead of Shares.
7. Performance conditions
he extent of vest ng of Awards w ll be subject to
performance cond t ons set by the Remunerat on
Comm ttee. he terms of the performance
cond t ons for Awards to the Company s
Execut ve D rectors shall be set n l ne w th the
appl cable Remunerat on Pol cy from t me to
t me and shall nclude a performance per od of
not less than three years or such other per od as
may be set out n the Remunerat on Pol cy. he
terms of the PSP nclude d scret on for the
Remunerat on Comm ttee to vary or wa ve the
performance cond t ons apply ng to Awards
follow ng the r grant f an event has occurred
wh ch causes the Remunerat on Comm ttee to
cons der that t would be appropr ate to amend
Annual Report and Accounts 2022 / 187
the performance cond t ons, prov ded the
Remunerat on Comm ttee cons ders the var ed
targets are fa r and reasonable and not mater ally
less or more challeng ng than the or g nal
performance cond t ons were ntended to be at
the Award Date.
8. Holding Period
Awards granted to Execut ve D rectors of the
Company w ll be subject to a hold ng per od
cons stent w th the Remunerat on Pol cy.
Awards granted to other part c pants may be
subject to a hold ng per od of a length
determ ned at the t me of grant and cons stent
w th any relevant pol c es.
9. Leaving employment
As a general rule, upon a part c pant s
term nat on of employment w th the Group:
f a part c pant s Award has already vested,
the r Award w ll cont nue under the Plan and
n the case of an opt on w ll rema n
exerc sable for a per od of s x months (12
months f the part c pant has d ed) and
f a part c pant s Award has not yet vested, t
w ll lapse.
However, f a part c pant ceases to be an
employee because of death, njury, ll health,
d sab l ty, redundancy, ret rement w th the
agreement of the r employ ng company, or the
bus ness for wh ch they work be ng sold out of
the Group, or n other c rcumstances at the
d scret on of the Remunerat on Comm ttee, then
the r Award w ll not lapse f the part c pant has
d ed, the Award w ll vest on the date of death. n
other c rcumstances, the Award w ll normally:
vest on the same t metable and subject to the
same performance cond t ons stated n the r
Award and
be pro rated, to reflect the per od up unt l
leav ng employment relat ve to the normal
vest ng per od.
Alternat vely, n such good leaver c rcumstances
( nclud ng n the case of a d scret onary good
leaver), the Remunerat on Comm ttee can dec de
to pro rate a good leaver Award to a d fferent
extent ( nclud ng to n l) f t regards t as
appropr ate to do so n the c rcumstances, or can
dec de that the part c pant s Award w ll vest
when they leave, n wh ch case the Remunerat on
Comm ttee w ll determ ne the extent to wh ch
the performance cond t ons w ll be treated as
hav ng been met, as measured by reference to
the t me up unt l the part c pant leaves.
f an Execut ve D rector who s deemed to be a
good leaver by v rtue of the r ret rement
subsequently becomes employed as a d rector by
another company (other than n a voluntary role)
w th n 12 months of ret r ng , the r good leaver
treatment w ll effect vely be reversed:
f the new employment occurs before
settlement, the Award w ll lapse or
f the new employment occurs after
settlement, the Board may seek
re mbursement of the Shares or cash rece ved
pursuant to those Awards.
10. Corporate events
n the event of a takeover or w nd ng up of the
Company (not be ng an nternal corporate
reorgan sat on) all Awards w ll vest:
on or w th n one month after complet on of
the corporate event
pro rata to reflect the per od up to the date of
the corporate event relat ve to the normal
vest ng per od and
to the extent the Remunerat on Comm ttee
est mates that the performance cond t ons
would have been sat sfied over the
performance per od.
he Remunerat on Comm ttee can dec de to
pro rate an Award to a d fferent extent f t
regards t as appropr ate to do so n the
c rcumstances.
Any hold ng per od and/or malus and clawback
prov s ons w ll cont nue to apply unless the
Remunerat on Comm ttee dec des otherw se.
n the event of a change of control f agreed w th
the acqu r ng party, the Remunerat on
Comm ttee may dec de that Awards w ll be
replaced by equ valent new awards over Shares
n the acqu r ng company.
11. Shares Available for the PSP
he PSP may operate over new ssue shares,
treasury shares or shares purchased n the market.
Awards cannot be made under the PSP f they
would cause the total plan shares to exceed
10%, or the d scret onary plan shares to exceed
5%, of the ord nary share cap tal of the Company
n ssue mmed ately before the Awards are made.
he total plan shares figure looks at the total
number of new ssue or treasury shares that have
been used to sat sfy Awards n the prev ous 10
years (or could st ll be used to sat sfy Awards)
granted under the PSP or any other employee
share plan operated by the Company. he
d scret onary plan shares figure s calculated n
the same way, except t appl es only to
d scret onary employee share plans operated by
the Company ( nclud ng the PSP) and t excludes
any Shares subject to awards made under any
d scret onary share plans pr or to 1 October 2021.
reasury shares w ll count as new ssue shares
for the purposes of these l m ts unless
nst tut onal nvestor gu del nes prov de that
they need not count.
12. Participants’ rights
Awards settled n Shares w ll not confer any
shareholder r ghts unt l the Awards have vested
or the opt ons have been exerc sed as relevant
and the part c pants have rece ved the r Shares.
13. Dividend equivalent
he Remunerat on Comm ttee may dec de at the
t me of grant that an Award w ll nclude the r ght
to rece ve a payment ( n cash or Shares) of an
amount equ valent to the d v dends that would
have been payable on an Award s vested Shares
between the date of grant and the vest ng of the
Award. h s amount may assume the
re nvestment of d v dends and shall be pa d at
the same t me as the del very of the related
Shares (or cash payment as relevant).
14. Malus and clawback
Awards w ll be subject to the Company s malus
and clawback pol cy.
15. Issues and Reorganisations
n the event of a var at on n share cap tal or
r ghts ssue or other nternal corporate
reorgan sat on, the Remunerat on Comm ttee
may adjust the number or class of Shares to
wh ch an Award relates n such manner as t
th nks appropr ate.
16. Amendments
he PSP may be amended by the Remunerat on
Comm ttee n any way at any t me, prov ded that
the Company w ll obta n Shareholder approval
pr or to mak ng any amendments wh ch are to
the advantage of part c pants (present or future)
and wh ch relate to any of the follow ng: the
persons who may rece ve Shares or cash under
the PSP the total number or amount of Shares or
cash that may be del vered under the PSP the
max mum ent tlement for any part c pant the
bas s for determ n ng a part c pant s ent tlement
to, and the terms of, Shares or cash prov ded
under the PSP the r ghts of a part c pant n the
event of a cap tal sat on ssue, r ghts ssue, open
offer, sub d v s on or consol dat on of shares,
reduct on of cap tal, any other var at on of
cap tal or to the prov s on n the rules requ r ng
shareholder approval for changes.
Notice of Annual General Meeting
188 / Future plc
Financial Statement
here s an except on for m nor amendments to
benefit the adm n strat on of the PSP, to comply
w th or take account of a change n leg slat on
and/or to obta n or ma nta n favourable tax,
exchange control or regulatory treatment of any
member of the Group or any present or future
part c pant.
No change may be made to the mater al
d sadvantage of one or more part c pants n
respect of subs st ng r ghts w thout the wr tten
consent of the affected part c pant(s) or unless all
such d sadvantaged part c pants have been
asked for the r consent and a major ty of those
who respond g ve consent. S m lar except ons for
m nor amendments as apply to the shareholder
approval requ rement apply to the obl gat on to
seek part c pant consent.
17. Overseas plans
he shareholder resolut on to approve the PSP
w ll allow the Company to establ sh further plans
or schedules for overseas terr tor es, any such
plan or schedule to be s m lar to the PSP, but
mod fied to take account of local tax, exchange
control or secur t es laws, prov ded that any
Shares made ava lable under such further plans
or schedules are treated as count ng aga nst the
l m ts on nd v dual and overall part c pat on n
the PSP.
18. Termination
he PSP w ll term nate 7 February 2033 save that
the Remunerat on Comm ttee may at any t me
pr or to that date term nate t, but the r ghts of
ex st ng part c pants w ll not thereby be affected.
n the event of term nat on no further awards w ll
be made.
h s summary does not form part of the rules of
the PSP and should not be taken as affect ng the
nterpretat on of the r deta led terms and
cond t ons. he Board reserves the r ght to
amend or add to the rules of the PSP up unt l the
t me of the annual general meet ng, prov ded
that such amendments or add t ons do not
confl ct n any mater al respect w th th s
summary.
Special Resolutions
For each of the follow ng resolut ons to be
passed, at least 75 per cent of the votes cast must
be n favour of the resolut on.
Resolution 19 and 20:
DIRECTORS’ GENERAL POWERS TO DISAPPLY
PRE-EMPTION RIGHTS
At last year s meet ng, spec al resolut ons were
passed, under sect ons 570 and 573 of the Act,
empower ng the Board to allot equ ty secur t es
for cash w thout a pr or offer to ex st ng
shareholders. Resolut ons 19 and 20 w ll renew
and, n the case of follow on offers of a k nd
contemplated by paragraph 3 of Sect on 2B of
the Statement of Pr nc ples only, extend these
author t es.
n l ne w th the gu dance set out n the Statement
of Pr nc ples, f approved, resolut on 19 w ll
author se the Board to allot equ ty secur t es (as
defined n the Act) for cash and/or to sell ord nary
shares held by the Company as treasury shares
for cash on a non pre empt ve bas s. he
author ty w ll be l m ted to: ( ) the allotment for
r ghts ssues and other pre empt ve ssues ( ) the
allotment of equ ty secur t es or sale of treasury
shares (otherw se than under paragraph (a)
above) up to a nom nal amount of £1,812,855.06,
wh ch represents approx mately 10 per cent of
the ssued share cap tal of the Company as at 5
December 2022 and ( ) the allotment of equ ty
secur t es or sale of treasury shares (otherw se
than under ( ) or ( )) up to a nom nal amount of
equal to 20 per cent of any allotment of equ ty
secur t es or sale of treasury shares from t me to
t me under ( ), such author ty to be used only for
the purposes of mak ng a follow on offer of a
k nd contemplated by paragraph 3 of Sect on 2B
of the Statement
of Pr nc ples.
n l ne w th the gu dance set out n the Statement
of Pr nc ples, f approved, r n l ne w th the
gu dance set out n the Statement of Pr nc ples, f
approved, resolut on 20 w ll add t onally
author se the Board to allot equ ty secur t es
and/or sell ord nary shares held by the Company
as treasury shares for cash on a non pre empt ve
bas s. h s author ty w ll be l m ted to: ( ) the
allotment of equ ty secur t es or sale of treasury
shares up to a nom nal amount of £1,812,855.06,
wh ch represents approx mately 10 per cent of
the ssued share cap tal of the Company as at 5
December 2022, for the purposes of financ ng (or
refinanc ng, f the author ty s to be used w th n
twelve months after the or g nal transact on) a
transact on wh ch the Board determ nes to be an
acqu s t on or other cap tal nvestment of a k nd
contemplated by the Statement of Pr nc ples and
wh ch s announced at the same t me as the
allotment, or has taken place n the preced ng
twelve month per od and s d sclosed n the
announcement of the allotment and ( ) the
allotment of equ ty secur t es or sale of treasury
shares (otherw se than under ( )) up to a nom nal
amount of equal to 20 per cent of any allotment
of equ ty secur t es or sale of treasury shares
from t me to t me under ( ), such author ty to be
used only for the purposes of mak ng a follow on
offer of a k nd contemplated by paragraph 3 of
Sect on 2B of the Statement
of Pr nc ples.
he author t es granted under resolut ons 19 and
20 w ll apply unt l the conclus on of the next
Annual General Meet ng or, f earl er, the close of
bus ness on 8 May 2024.
Resolution 21:
NOTICE OF GENERAL MEETINGS
he not ce per od for general meet ngs, as
governed by the Compan es Act 2006, s 21 days.
he not ce can be less f the shareholders
approve a shorter not ce per od, however t
cannot be shorter than 14 clear days. AGMs
cannot be held at shorter not ce and must always
be held on at least 21 clear days not ce.
At last year s AGM, shareholders author sed the
call ng of general meet ngs other than an AGM
on not less than 14 clear days not ce and t s
proposed that th s author ty be renewed. he
author ty granted by th s resolut on, wh ch w ll be
proposed as a spec al resolut on, f passed, w ll
be effect ve unt l the Company s next Annual
General Meet ng, when t s ntended that a
s m lar resolut on w ll
be proposed.
Note, that f a general meet ng s called on less
than 21 clear days not ce, the Company w ll
arrange for electron c vot ng fac l t es to be
ava lable to all shareholders. he flex b l ty
offered by th s resolut on w ll be used where,
tak ng nto account the c rcumstances, and
not ng the recommendat ons of the UK Corporate
Governance Code, the D rectors cons der th s
appropr ate n relat on to the bus ness of the
meet ng and n the nterests of the Company and
shareholders as a whole.
Resolutions 22, 23, 24 and 25:
CAPITAL REDUCTION
Expected timetable of principal events re
Share Capital Reduction
Publ cat on of th s document 15 December 2022
Latest t me and date for rece pt of Forms of Proxy
11.00am on 6 February 2023
Annual General Meet ng 11.00am on 8 February
2023
Expected date of the first Court hear ng for n t al
d rect ons on or around 20 February 2022
Cap tal Reduct on Record me 6.30 p.m. on the
Bus ness Day preced ng the Court hear ng to
Annual Report and Accounts 2022 / 189
confirm the Reduct on of Cap tal
Expected date of the second Court hear ng on
or around 14 March 2023 to confirm the
Reduct on of Cap tal
Effect ve Date of the Reduct on of Cap tal
Bus ness Day after the Court order confirm ng the
Reduct on of Cap tal
Notes:
a) Each of the t mes and dates set out above s
based on current expectat ons and s subject
to change. f any of the above t mes and/or
dates s changed, the rev sed t mes and/or
dates w ll be not fied to Shareholders by
announcement through a Regulatory
nformat on Serv ce.
a) All above references to t mes are to London
(GM ) t mes.
a) Proposed Reduction of Capital Introduction
he proposals recommended by the Board of
D rectors (the Board ) of Future plc (the
Company ) to:
• cancel the amounts stand ng to the cred t of
the Company s share prem um account (the
Share Prem um Reduct on ) and
• cap tal se the amounts stand ng to the cred t
of the Company s merger reserve by ssu ng B
Ord nary Shares n the cap tal of the Company
and thereafter cancel such B Ord nary Shares (the
Merger Reserve Reduct on ),
the Share Prem um Reduct on and the Merger
Reserve Reduct on be ng together the
Reduct on of Cap tal .
b) Background to and reasons for Reduction
of Capital
he Board has dec ded that t s now appropr ate
to seek to cancel the Company s share prem um
account and ncrease the d str butable reserves
of the Company. A share prem um account s a
non d str butable reserve and, accord ngly, the
purposes for wh ch the Company can use t are
extremely l m ted. Add t onally the Company
holds a merger reserve, n order to cap tal se th s
reserve, the Board has dec ded t s appropr ate
to ssue B Ord nary Shares n the cap tal of the
Company and thereafter to cancel such B
Ord nary Shares. h s w ll further ncrease the
d str butable reserves of the Company.
he Reduct on of Cap tal, f approved, would
create d str butable reserves that would g ve the
Company further flex b l ty to del ver shareholder
returns over the com ng years e ther n the form
of d str but ons and/or purchases of the
Company s own shares. t s expected that the
Reduct on of Cap tal, f confirmed by the Court,
w ll create add t onal d str butable reserves to
the value of £669,820,258.
You should note that the Reduct on of Cap tal s
cond t onal upon the approval of Shareholders at
the Annual General Meet ng and also the
confirmat on of the Court, as further deta led n
paragraph c) (Procedure to effect the Reduct on
of Cap tal) and paragraph d) (Other Matters
Concern ng the Reduct on of Cap tal) below.
n seek ng approval of the Reduct on of Cap tal,
the D rectors are not nd cat ng any comm tment,
and, at the date of th s document do not have any
mmed ate ntent on, to make any d str but ons or
to buy back any Ord nary Shares, .
he proposed Reduct on of Cap tal tself w ll not
nvolve any d str but on or repayment of cap tal,
share prem um or merger reserve by the
Company and w ll not reduce the underly ng net
assets of the Company. Follow ng the
mplementat on of the Reduct on of Cap tal there
w ll be no change to the number of Ord nary
Shares n ssue (or the r nom nal value), and no
new share cert ficates w ll be ssued as a
consequence of the Reduct on of Cap tal.
he proposed Reduct on of Cap tal s not
expected to affect any outstand ng awards over
the Company s shares granted under ts
employee share schemes.
c) Procedure to effect the Reduction of
Capital
Share Prem um Reduct on
As at close of bus ness on 5 December 2022
(be ng the latest pract cable date pr or to the
date of th s document), the Company had
£196,869,033 stand ng to the cred t of ts share
prem um account.
Share prem um forms part of the cap tal of the
Company wh ch ar ses on the ssue by the
Company of Ord nary Shares at a prem um to the r
nom nal value. he prem um element s cred ted
to ts share prem um account. Under the
Compan es Act, the Company s generally
proh b ted from pay ng any d v dends or mak ng
other d str but ons n the absence of pos t ve
d str butable reserves, and the share prem um
account, be ng a non d str butable reserve, can be
appl ed by the Company only for l m ted purposes.
However, prov ded the Company obta ns the
approval of Shareholders by way of a spec al
resolut on and the subsequent requ s te
confirmat on by the Court, t may reduce all or
part of ts share prem um account and the
amount by wh ch the share prem um account
would be reduced would be cred ted to the
Company s reta ned earn ngs reserve, wh ch s a
d str butable reserve.
he Board s recommend ng that the ent re
amount of ts share prem um account be reduced
to £n l. n order to effect the Share Prem um
Reduct on, the Company first requ res the
author ty of ts Shareholders by the pass ng of a
spec al resolut on at the General Meet ng.
he Share Prem um Reduct on w ll take effect
when the order of the Court confirm ng t and a
statement of cap tal approved by the Court have
been reg stered w th the Reg strar of Compan es.
he effect ve date of the Share Prem um
Reduct on s expected to be the Bus ness Day
follow ng the hear ng at wh ch the Reduct on of
Cap tal s to be confirmed by the Court and after
wh ch the order of the Court confirm ng the same
s handed down, wh ch s ant c pated to be n or
around March 2023.
Merger Reserve Reduct on
n certa n c rcumstances, such as where shares
are ssued n cons derat on for the acqu s t on of
shares n another company, nstead of creat ng
share prem um, an amount s cred ted to a
merger reserve. he Company has £472,951,225
stand ng to the cred t of ts merger reserve, the
major ty of wh ch (approx mately £411 m ll on) has
ar sen from the acqu s t on of GoCo Group plc n
wh ch shares n the Company were ssued n
cons derat on.
As n the case of a share prem um account, a
merger reserve can only be used n very l m ted
c rcumstances. However, unl ke the Company s
share prem um account, ts merger reserve s a
non statutory reserve and the Court does not
have the power to reduce non statutory reserves.
herefore, t s proposed to cap tal se the ent re
sum stand ng to the cred t of the Company s
merger reserve, be ng £472,951,225, by apply ng
that sum n pay ng up n full new B ord nary
shares n the cap tal of the Company (w th the
nom nal value of such shares be ng equal to the
sum that s obta ned by d v d ng the number of
such shares to be ssued nto £472,951,225 (the B
Ord nary Shares ) and, on the Bus ness Day pr or
to the day of the Court hear ng to confirm the
Reduct on of Cap tal, allott ng and ssu ng such
shares, cred ted as fully pa d, to the persons
hold ng Ord nary Shares as at the Cap tal
Reduct on Record me, on the bas s of one B
Ord nary Share for every one Ord nary Share
held (the B Ord nary Share ssue ).
he B Ord nary Shares w ll not be adm tted to
trad ng on the London Stock Exchange, or on any
Notice of Annual General Meeting
190 / Future plc
Financial Statement
other market or stock exchange. t s a cond t on
of ssue of the B Ord nary Shares that no share
cert ficates w ll be ssued n respect of them. he
B Ord nary Shares w ll have extremely l m ted
r ghts. n part cular, the B Ord nary Shares w ll
carry no r ghts to part c pate n the profits of the
Company and no r ghts to part c pate n the
Company s assets, save on a w nd ng up. he B
Ord nary Shares w ll be transferable, but no
market w ll ex st n them and t s ant c pated that
the Court w ll confirm at the Court hear ng to
confirm the Reduct on of Cap tal, that they may
be cancelled the day after they are ssued.
d) Other Matters concerning the Reduction of
Capital
n add t on to approval by Shareholders, the
proposed Reduct on of Cap tal requ res the
confirmat on of the Court. Accord ngly, follow ng
approval by Shareholders, the Company w ll
apply, by way of a pet t on, to the Court, for
confirmat on of the Reduct on of Cap tal.
n order to approve the Reduct on of Cap tal, the
Court w ll need to be sat sfied that the nterests
of the Company s cred tors ( nclud ng cont ngent
cred tors) w ll not be prejud ced by the Reduct on
of Cap tal. A cred tor may be ent tled to object to
the Reduct on of Cap tal f they can prove they
would be ent tled to cla m n a w nd ng up and
there s, as a result of the Reduct on of Cap tal
proceed ng, a real l kel hood that the cred tor
may not have ts debts pa d by the Company. he
Company and the D rectors w ll take such steps
to sat sfy the Court n th s regard as they cons der
appropr ate. Such steps may nclude seek ng the
consent of the relevant Company cred tors to the
proposed Reduct on of Cap tal, or the prov s on
by the Company of an undertak ng to the Court
that an amount released by the Reduct on of
Cap tal w ll rema n und str butable for a defined
per od of t me.
he Company s party to a Mult currency
Revolv ng Fac l t es Agreement dated 13 February
2019 (as amended from t me to t me) (the RCF
Fac l ty ), wh ch borrow ngs may be up to £500
m ll on. he synd cate of lenders under the RCF
Fac l ty cons sts of 9 banks. Under Clause 25.20
of the RCF Fac l ty, the Reduct on of Cap tal
requ res pr or approval of the lenders
represent ng at least 66.66 per cent. of the
aggregate comm tments, as calculated under the
Fac l ty (the RCF Major ty Lenders ). he
Company s also party to an EDG Fac l ty
Agreement dated 23 November 2022 (the EDG
Fac l ty ), under wh ch borrow ngs may be up to
£400 m ll on. he synd cate of lenders under the
EDG Fac l ty cons sts of 5 banks and s part ally
guaranteed by UK Export F nance ( UKEF ).
Under Clause 20.6 of the EDG Fac l ty, the
Reduct on of Cap tal requ res pr or approval of
the lenders represent ng at least 66.66 per cent.
of the aggregate comm tments, as calculated
under the Fac l ty (and subject to the wr tten
d rect on of UKEF)(the EDG Major ty Lenders ).
he Board reserves the r ght to abandon or to
d scont nue ( n whole or n part) the pet t on to the
Court n the event that the Board cons ders that
the terms on wh ch the proposed Reduct on of
Cap tal would be (or would be l kely to be)
confirmed by the Court would not be n the best
nterests of the Company and/or the Shareholders
as a whole. he Board has undertaken a deta led
rev ew of the Company s l ab l t es ( nclud ng
cont ngent l ab l t es) and cons ders as at the date
of th s document that the Company w ll be able to
sat sfy the Court that, as at the Effect ve Date, the
Company s cred tors w ll not be prejud ced and/or
w ll be suff c ently protected.
he Reduct on of Cap tal does not affect the vot ng
or d v dend r ghts of any Shareholder, or the r ghts
of any Shareholder on a return of cap tal.
e) United Kingdom Taxation
he follow ng comments are ntended as a
general gu de only and relate only to certa n UK
tax consequences of the Reduct on of Cap tal.
he comments are based on current leg slat on
and HM Revenue & Customs publ shed pract ce,
both of wh ch are subject to change, poss bly w th
retrospect ve effect. hese comments deal only
w th Shareholders who are res dent for taxat on
purposes n the UK, who are the absolute
benefic al owners of the Ord nary Shares and
who hold them as an nvestment and not on a
trad ng account ( UK Shareholders ). hey do not
deal w th the pos t on of certa n classes of
Shareholders, such as dealers n secur t es,
nsurance compan es, collect ve nvestment
schemes or persons regarded as hav ng obta ned
the r Ord nary Shares by reason of employment.
Any Shareholder who has any doubt about the r
own taxat on pos t on, or who s subject to
taxat on n any jur sd ct on other than the UK
should consult the r own profess onal taxat on
adv sor mmed ately.
he Share Prem um Reduct on
he Share Prem um Reduct on should not have
any consequences for UK Shareholders for the
purposes of UK taxat on of chargeable ga ns
( CG ), UK ncome tax or UK corporat on tax.
he Merger Reserve Reduct on
On the bas s that the B Ord nary Shares w ll be
treated as be ng pa d up for new cons derat on
rece ved by the Company, the B Ord nary Share
ssue should not g ve r se to any l ab l ty for UK
ncome tax (or corporat on tax on ncome) n a UK
Shareholder s hands.
For CG purposes, the B Ord nary Share ssue
should be treated as a reorgan sat on , so that a
UK Shareholder should not be treated as mak ng
a d sposal of the r Ord nary Shares for CG
purposes upon rece pt of the B Ord nary Shares.
nstead, the B Ord nary Shares should be treated
as the same asset, acqu red at the same t me, as
the r Ord nary Shares.
On a d sposal of B Ord nary Shares or Ord nary
Shares by a UK Shareholder for CG purposes, a
UK Shareholder s base cost n the r Ord nary
Shares would be apport oned between the r B
Ord nary Shares and the r Ord nary Shares based
on the r respect ve market values at the date that
the B Ord nary Shares or Ord nary Shares are
d sposed of. t s l kely that the market value of
the B Ord nary Shares w ll be £n l for the durat on
of the r ex stence. h s s because the B Ord nary
Shares w ll have no vot ng r ghts or r ghts to
ncome w ll have no market on wh ch they can be
traded and t s ant c pated that they w ll be
cancelled for no payment on the day mmed ately
follow ng the date of the r ssue. Consequently,
the ssue of the B Ord nary Shares should not
mpact the base cost of the Ord nary Shares.
he reduct on of cap tal effected by the
cancellat on of the B Ord nary Shares should be
treated for CG purposes as a further
reorgan sat on so that a UK Shareholder should
not be treated as mak ng a d sposal of the r
Ord nary Shares or B Ord nary Shares for CG
purposes. nstead, the Ord nary Shares held by
the UK Shareholder after the cancellat on of the
B Ord nary Shares should be treated as the same
asset, acqu red at the same t me, as the r hold ng
of Ord nary Shares and B Ord nary Shares pr or
to the cancellat on wh ch, as descr bed above,
should n turn be treated as the same asset,
acqu red at the same t me, as the r or g nal
hold ng of Ord nary Shares. Accord ngly,
follow ng the B Share ssue and the cancellat on
of the B Shares, UK Shareholders should be left
n the same pos t on for CG purposes as they
were n or g nally before the B Ord nary Share
ssue and cancellat on of B Ord nary Shares.
Even f (contrary to the preced ng paragraph) the
cancellat on of the B Ord nary Shares were
Annual Report and Accounts 2022 / 191
treated as a d sposal for CG purposes, prov ded
that the market value of the B Ord nary Shares s
£n l for the durat on of the r ex stence wh ch, for
the reasons descr bed above, seems l kely to be
the case, there should be no adverse CG
consequences for UK Shareholders. here should
be no chargeable ga n (or allowable loss) on the
cancellat on of the B Ord nary Shares, and the UK
Shareholder s base cost n the r Ord nary Shares
should be the same as t was or g nally before the
B Ord nary Share ssue and cancellat on of B
Ord nary Shares.
UK stamp duty and stamp duty reserve tax
No stamp duty or stamp duty reserve tax w ll be
payable on the Reduct on of Cap tal, nclud ng
the B Ord nary Shares ssue and the cancellat on
of the B Ord nary Shares.
e) Recommendation
he D rectors cons der that the proposed
Reduct on of Cap tal s n the best nterests of the
Company and ts Shareholders as a whole and
unan mously recommend that you vote n favour
of the Spec al Resolut ons 22 to 25, as they
ntend to do n respect of the r own benefic al
hold ngs of 584,809 Ord nary Shares,
represent ng, n aggregate, approx mately 0.5
per cent. of the Company s ssued ord nary share
cap tal as at close of bus ness on 5 December
2022 (be ng the latest pract cable date pr or to
publ cat on of th s document).
FURTHER INFORMATION ABOUT THE AGM
. nforma ion regarding he mee ing, including he
informa ion required by sec ion 3 A of he Ac , is
available from www.fu ureplc.com/inves -in-fu ure
ATTENDANCE AT THE AGM
2. The AGM ( he ‘Mee ing’) will ake place as a physical
mee ing. We con inue o be mindful of he heal h and
safe y of our colleagues and shareholders and ask
ha you do no a end he AGM in person if you have
any symp oms of COV D- 9 or have recen ly been in
con ac wi h anyone who has es ed posi ive.
We s rongly encourage shareholders o submi a proxy
vo e in advance of he AGM and o appoin he Chair of
he mee ing as heir proxy, ra her han a named person
who, if circums ances change, may no be able o a end
he mee ing.
f you are a ending he mee ing in person, please bring
he a endance card a ached o your form of proxy and
arrive a u ure’s ondon office, 2 - 4 Wes bourne
Terrace, Padding on, ondon, W2 6JR, in sufficien ime
for regis ra ion.
We will keep you upda ed should he plans for our AGM
change in ligh of fu ure developmen s. Any change o
he loca ion, ime or da e of our AGM will be
communica ed o shareholders in accordance wi h our
Ar icles of Associa ion and by S ock xchange
Announcemen .
Appoin men of a proxy does no preclude a member
from a ending he mee ing and vo ing in person. f a
member has appoin ed a proxy and a ends he mee ing
in person, he proxy appoin men will au oma ically be
ermina ed.
APPOINTMENT OF PROXIES
3. Any member en i led o a end and vo e a he
mee ing may appoin one or more proxies o a end,
speak and vo e in heir place. A member may appoin
more han one proxy provided ha each proxy is
appoin ed o exercise he righ s a ached o a
differen share or shares held by ha shareholder. f
you appoin mul iple proxies for a number of shares
in excess of your holding, he proxy appoin men s
may be rea ed as invalid. A proxy need no be a
member of he Company. A proxy card is enclosed.
To be effec ive, proxy cards should be comple ed in
accordance wi h No ice of Annual General Mee ing
hese no es and he no es o he proxy form, signed
and re urned so as o be received by he Company’s
Regis rars:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
no la er han .00am on 6 ebruary 2023 being wo
business days before he ime appoin ed for he holding
of he mee ing. f you submi more han one valid proxy
appoin men , he appoin men received las before he
la es ime for he receip of proxies will ake precedence.
ELECTRONIC APPOINTMENT OF PROXIES
4. As an al erna ive o comple ing he prin ed proxy
form, you may appoin a proxy elec ronically by
visi ing he following websi e: www.inves orcen re.
co.uk/eproxy.
You will be asked o en er he Con rol Number, he
Shareholder Reference Number (SRN) and P N as prin ed
on your proxy form and o agree o cer ain erms and
condi ions. To be effec ive, elec ronic appoin men s
mus have been received by he Company’s Regis rars
no la er han .00am on 6 ebruary 2023.
NUMBER OF SHARES IN ISSUE
5. As a he close of business on 5 December 2022
(being he las business day prior o he publica ion
of his no ice) he Company’s issued share capi al
consis ed of 20,857,004 Ordinary shares of 5 pence
each. ach Ordinary share carries one vo e. There are
no shares held in reasury. The o al number of vo ing
righ s in he Company is herefore 20,857,004 .
DOCUMENTS AVAILABLE FOR INSPECTION
6. Prin ed copies of he service con rac s of he
Company’s Direc ors and he le ers of appoin men
for he non- xecu ive Direc ors will be available for
inspec ion during usual business hours on any
weekday (Sa urdays, Sundays and public holidays
excluded) a he Company’s ondon office a 2 - 4
Wes bourne Terrace, Padding on, ondon, W2 6JR
and a he Company’s regis ered office a Quay
House, The Ambury, Ba h, BA lUA including on he
day of he mee ing from .00am un il i s comple ion.
A copy of he draf rules of he u ure plc 2023
Performance Share Plan will be available for
inspec ion in he Na ional S orage Mechanism a
h ps://www.fca.org.uk/marke s/primary-marke s/
regula ory-disclosures/na ional-s orage-mechanism
from he da e of sending his circular.
They will also be available a he mee ing for a leas
5 minu es prior o and un il he conclusion of
he mee ing.
ELIGIBLE SHAREHOLDERS
7. The Company, pursuan o Regula ion 4 of The
Uncer ifica ed Securi ies Regula ions 200 , specifies
ha only hose members on he regis er of he
Company as a 6pm on 6 ebruary 2023 or, if his
mee ing is adjourned, in he regis er of members 48
hours before he ime of any adjourned mee ing, are
en i led o a end and vo e a he mee ing in respec
of he number of shares regis ered in heir name a
ha ime. Changes o en ries on he Regis er af er
6pm on 6 ebruary 2023 or, if his mee ing is
adjourned, in he regis er of members 48 hours
before he ime of any adjourned mee ing, will be
disregarded in de ermining he righ s of any person
o a end or vo e a he mee ing.
INDIRECT INVESTORS
8. Any person o whom his no ice is sen who is a
person ha has been nomina ed under sec ion 46
of he Companies Ac 2006 (‘Ac ’) o enjoy
informa ion righ s (a ‘Nomina ed Person’) does no
have a righ o appoin a proxy. However, a
Nomina ed Person may, under an agreemen wi h
he regis ered shareholder by whom hey were
nomina ed (a ‘Relevan Member’), have a righ o be
appoin ed (or o have someone else appoin ed) as a
proxy for he mee ing. Al erna ively, if a Nomina ed
Person does no have such a righ , or does no wish
o exercise i , hey may have a righ under any such
agreemen o give ins ruc ions o he Relevan
Member as o he exercise of vo ing righ s.
A Nomina ed Person’s main poin of con ac in erms of
heir inves men in he Company remains he Relevan
Notice of Annual General Meeting
192 / Future plc
Financial Statement
Member (or, perhaps, he Nomina ed Person’s cus odian
or broker) and he Nomina ed Person should con inue o
con ac hem (and no he Company) regarding any
changes or queries rela ing o he Nomina ed Person’s
personal de ails and heir in eres in he Company
(including any adminis ra ive ma ers). The only
excep ion o his is where he Company expressly
reques s a response from he Nomina ed Person.
APPOINTMENT OF PROXIES
THROUGH CREST
9. CR ST members who wish o appoin a proxy or
proxies hrough he CR ST elec ronic proxy
appoin men service may do so for he mee ing and
any adjournmen (s) hereof by using he procedures
described in he CR ST Manual. CR ST personal
members or o her CR ST sponsored members, and
hose CR ST members who have appoin ed a vo ing
service provider(s), should refer o heir CR ST
sponsor or vo ing service provider(s), who will be
able o ake he appropria e ac ion on heir behalf.
or a proxy appoin men or ins ruc ion made using he
CR ST service o be valid, he appropria e CR ST
message (a ‘CR ST Proxy ns ruc ion’) mus be properly
au hen ica ed in accordance wi h uroclear UK & reland
imi ed’s specifica ions and mus con ain he informa ion
required for such ins ruc ions, as described in he CR ST
Manual. The message, regardless of whe her i
cons i u es he appoin men of a proxy or an amendmen
o he ins ruc ion given o a previously appoin ed proxy
mus , in order o be valid, be ransmi ed so as o be
received by he issuer’s agen ( D 3RA50) by .00am on 6
ebruary 2023 or, if he mee ing is adjourned, no less
han 48 hours before he ime fixed for he adjourned
mee ing. or his purpose, he ime of receip will be
aken o be he ime (as de ermined by he imes amp
applied o he message by he CR ST Applica ions Hos )
from which he issuer’s agen is able o re rieve he
message by enquiry o CR ST in he manner prescribed
by CR ST. Af er his ime any change of ins ruc ions o
proxies appoin ed hrough CR ST should be
communica ed o he appoin ee hrough o her means.
CR ST members and, where applicable, heir CR ST
sponsors or vo ing service providers should no e ha
uroclear UK & reland imi ed does no make available
special procedures in CR ST for any par icular messages.
Normal sys em imings and limi a ions will herefore
apply in rela ion o he inpu of CR ST Proxy ns ruc ions.
is he responsibili y of he CR ST member concerned
o ake (or, if he CR ST member is a CR ST personal
member or sponsored member or has appoin ed a vo ing
service provider(s), o procure ha his/her CR ST
sponsor or vo ing service provider(s) ake(s)) such ac ion
as is necessary o ensure ha a message is ransmi ed
by means of he CR ST sys em by any par icular ime. n
his connec ion, CR ST members and, where applicable,
heir CR ST sponsors or vo ing service providers are
referred, in par icular, o hose sec ions of he CR ST
Manual concerning prac ical limi a ions of he CR ST
sys em and imings.
The Company may rea as invalid a CR ST Proxy
ns ruc ion in he circums ances se ou in Regula ion
35(5)(a) of he Uncer ifica ed Securi ies Regula ions 200 .
AMENDING A PROXY
0. To change a proxy ins ruc ion, a member needs o
submi a new proxy appoin men using he me hods
se ou above. No e ha he deadlines for receip of
proxy appoin men s (see above) also apply in
rela ion o amended ins ruc ions; any amended
proxy appoin men received af er he relevan
deadline will be disregarded. Where a member has
appoin ed a proxy using he paper proxy form and
would like o change he ins ruc ions using ano her
such form, ha member should con ac he
Regis rars on +44 (0)370 707 443.
f more han one valid proxy appoin men is submi ed,
he appoin men received las before he deadline for he
receip of proxies will ake precedence.
REVOKING A PROXY
. n order o revoke a proxy ins ruc ion, a signed le er
clearly s a ing a member’s in en ion o revoke a
proxy appoin men mus be sen by pos or by hand
o he Company’s Regis rars:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZY
No e ha he deadlines for receip of proxy
appoin men s (see above) also apply in rela ion o
revoca ions; any revoca ion received af er he relevan
deadline will be disregarded.
CORPORATE MEMBERS
2. n he case of a member which is a company, any
proxy form, amendmen or revoca ion mus be
execu ed under i s common seal or signed on i s
behalf by an officer of he company or an a orney for
he company. Any power of a orney or any o her
au hori y under which he documen s are signed (or
a duly cer ified copy of such power of au hori y) mus
be included. A corpora e member can appoin one or
more corpora e represen a ives who may exercise,
on i s behalf, all i s powers as a member provided
ha no more han one corpora e represen a ive
exercises powers over he same share. Members
considering he appoin men of a corpora e
represen a ive should check heir own legal posi ion,
he company’s ar icles of associa ion and he
relevan provision of he Companies Ac 2006.
JOINT HOLDERS
3. Where more han one of he join holders purpor s o
vo e or appoin a proxy, only he vo e or appoin men
submi ed by he member whose name appears firs
on he regis er will be accep ed.
QUESTIONS AT THE AGM
4. Under sec ion 3 9A of he Ac , he Company mus
answer any ques ion you ask rela ing o he business
being deal wi h a he mee ing unless:
a) answering he ques ion would in erfere unduly wi h
he prepara ion for he mee ing or involve he
disclosure of confiden ial informa ion;
b) he answer has already been given on a websi e in he
form of an answer o a ques ion; or
c) i is undesirable in he in eres s of he Company or he
good order of he mee ing ha he ques ion be
answered.
MEMBERS’ RIGHT TO REQUIRE CIRCULATION OF A
RESOLUTION TO BE PROPOSED AT THE AGM
5. Under sec ion 338 of he Ac , a member or members
mee ing he qualifica ion cri eria se ou a no e 8
opposi e, may, subjec o condi ions se ou a no e
9, require he Company o give o members no ice of
a resolu ion which may properly be moved and is
in ended o be moved a ha mee ing.
MEMBERS’ RIGHT TO HAVE A MATTER OF BUSINESS
DEALT WITH AT THE AGM
6. Under sec ion 338A of he Ac , a member or
members mee ing he qualifica ion cri eria se ou a
no e 8 opposi e, may, subjec o he condi ions se
ou a no e 9, require he Company o include in he
business o be deal wi h a he AGM a ma er (o her
han a proposed resolu ion) which may properly be
included in he business (a ma er of business).
WEBSITE PUBLICATION OF ANY AUDIT CONCERNS
7. Pursuan o Chap er 5 of Par 6 of he Ac , where
reques ed by a member or members mee ing he
qualifica ion cri eria se ou a no e 8 below, he
Company mus publish on i s websi e a s a emen
se ing ou any ma er ha such members propose o
raise a he AGM rela ing o he audi of he Company’s
accoun s (including he audi ors’ repor and he
conduc of he audi ) ha are o be laid before he AGM.
Where he Company is required o publish such a
s a emen on i s websi e:
a) i may no require he members making he reques
o pay any expenses incurred by he Company in
complying wi h he reques ;
b) i mus forward he s a emen o he Company’s
audi ors no la er han he ime he s a emen is made
available on he Company’s websi e; and
c) he s a emen may be deal wi h as par of he
business of he AGM.
Annual Report and Accounts 2022 / 193
The reques :
d) may be in hard copy form or in elec ronic form and
mus be au hen ica ed by he person or persons
making i (see no e 9(d) and (e) below);
e) should ei her se ou he s a emen in full or, if
suppor ing a s a emen sen by ano her member,
clearly iden ify he s a emen which is being
suppor ed; and
f) mus be received by he Company a leas one week
before he AGM.
MEMBERS’ QUALIFICATION CRITERIA
8. n order o be able o exercise he members’ righ s
se ou in no es 5 o 7 above he relevan reques
mus be made by:
a) a member or members having a righ o vo e a he
AGM and holding a leas 5% of o al vo ing righ s of
all he members having a righ o vo e on he
resolu ion o which he reques rela es; or
b) a leas 00 members having a righ o vo e a he
AGM and holding, on average, a leas £ 00 of paid
up share capi al.
CONDITIONS
9. The condi ions are ha :
a) any resolu ion mus no , if passed, be ineffec ive
(whe her by reason of inconsis ency wi h any
enac men or he Company’s cons i u ion or
o herwise);
b) he resolu ion or ma er of business mus no be
defama ory of any person, frivolous or vexa ious;
c) he reques :
i) may be in hard copy form or in elec ronic form;
ii) mus iden ify he resolu ion or he ma er of business
of which no ice is o be given by ei her se ing i ou
in full or, if suppor ing a resolu ion/ma er of
business sen by ano her member, clearly iden ifying
he resolu ion/ma er of business which is being
suppor ed;
iii) in he case of a resolu ion, mus be accompanied by a
s a emen se ing ou he grounds for he reques ;
iv) mus be au hen ica ed by he person or persons
making i ; and
v) mus be received by he Company no la er han six
weeks before he da e of he AGM; and
d) in he case of a reques made in hard copy form, such
reques mus be:
i) signed by you and s a e your full name and address;
and
ii) sen by pos o
Company Secretary,
Future plc,
Quay House,
The Ambury,
Bath BA1 lUA;
marked for he a en ion of he Company Secre ary; and
e) in he case of a reques made in elec ronic form, such
reques mus :
i) s a e your full name and address; and
ii) be sen o cosec@fu urene .com.
Please s a e ‘AGM’ in he subjec line of he email. You
may no use his elec ronic address o communica e wi h
he Company for any o her purpose.
Notice of Annual General Meeting Contacts
Future plc and
Future Publishing Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
Tel +44 (0)1225 442244
Future US, Inc.
555 11th Street
Northwest Suite 600
Washington
DC 20004
USA
Tel +1 212 378 0448
Future Publishing
Australia Pty Ltd
Level 10
89 York St
North Sydney
NSW 2000
Australia
Tel +61 2 9955 2677
London office
121-141 Westbourne Terrace
Paddington
London W2 6JR
Tel +44 (0)20 7042 4000
Newport office
Imperial House
Imperial Way
Coedkernew
Newport
Wales NP10 8UH
www.futureplc.com
194 / Future plc
Financial Statement
Registered office
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Solicitor
Simmons & Simmons LLP
Aurora
Floors 5 and 6
Finzels Reach
Counterslip
Bristol
BS1 6BX
Principal
clearing bank
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Joint stockbroker &
advisors
Numis Securities Ltd
10 Paternoster Square
London
EC4M 7LT
J.P. Morgan Cazenove
Tower Bridge House
St. Katharines Way
London
E1W 1DD
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Company website
The Company s webs te at www.futureplc.com conta ns the latest
nformat on for shareholders, nclud ng press releases. Ema l alerts of the
latest news, press releases and financ al reports about Future plc may be
obta ned by reg ster ng for the ema l news alert serv ce on the webs te.
Share price information
The latest pr ce of the Company s ord nary shares s ava lable on www.
londonstockexchange.com. Future s t cker symbol s FUTR. t s
recommended that you consult your financ al adv ser and ver fy
nformat on obta ned before mak ng any nvestment dec s on.
Registrar
The Company s share reg ster s ma nta ned by Computershare.
Shareholders should contact the Reg strar, Computershare, n connect on
w th changes of address, lost share cert ficates, transfers of shares and
bank mandate forms to enable automated payment of d v dends.
Computershare also has a serv ce to prov de shareholders w th onl ne
access to deta ls of the r sharehold ngs. The serv ce s free, secure and
easy to use. To reg ster, please v s t www.investorcentre.co.uk
Dividends
The qu ckest, most eff c ent and secure way to rece ve your d v dends s
to have them pa d d rect to your bank or bu ld ng soc ety account. t saves
wa t ng for the funds to clear and reduces the paper and postage we use.
Us ng BACS (Bank Automated Clear ng System) we are able to pay your
d v dend stra ght to your account on the payment date.
The account nformat on you prov de w ll not be shared w th th rd part es.
t w ll be held by Computershare as part of your shareholder account
deta ls. Those select ng th s method w ll rece ve a tax voucher at the r
reg stered address when the correspond ng d v dend s pa d.
Shareholders w sh ng to benefit from th s serv ce should reg ster at
www. nvestorcentre.co.uk or call our reg strar, Computershare nvestor
Serv ces PLC, for a form by phone on 0870 707 1443 (a text phone fac l ty
for those w th hear ng d ff cult es s ava lable on 0870 702 0005) or by
post at Computershare nvestor Serv ces PLC at the address below.
Financial calendar
Annual General
Meeting
8 February 2023
Ex dividend date for the
FY22 final dividend
19 January 2023
FY22 final dividend pay-
ment date
14 February 2022
Announcement of the
preliminary results for
the year ended 30
September 2023
November 2023
Shareholder information
Annual Report and Accounts 2022 / 195
