Untitled
Untitled
Untitled
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
A of the art6t mages<br />
you w l5ee n ths annua<br />
report are taken from the<br />
art sts approved \ rebs(es<br />
These \a/€bs tes include<br />
ne\ ,s, chatrooms, photos,<br />
video5, sonq lyrics and a<br />
k nds of other nformaton<br />
that enhance the Prof e<br />
of our aftsts and catalogue<br />
and heip them to conn-"ct<br />
wth more fans from a<br />
over the world
Highlights<br />
EMlRecorded Music's<br />
market share grew in<br />
Europe, Japan, the rest of<br />
Asia and Latin America<br />
30 albums sold over<br />
a million units<br />
EMI Music PublishingS<br />
turnover increased<br />
by 11 8%, helped by<br />
the acquisition of two<br />
important catalogues,<br />
Windswept and<br />
Hit & Run<br />
Group return on sales<br />
increased lo 12.2o/o<br />
<br />
Brooks became the biggest Agreements were signed<br />
selling male artist in the wrth 15 internet and new<br />
US in the 1990s with album technology businesses<br />
sales of over 100 million<br />
<br />
<br />
orofits grew by 7.1%<br />
On 24 January 2000,<br />
EMI announced a proposal<br />
tor a 50:50 venture with<br />
Time Warner to combine<br />
EMI Music and Warner<br />
<br />
Music Group and<br />
create a new company,<br />
Warner EMI Music<br />
<br />
<br />
<br />
<br />
<br />
Adjusted diluted earnings<br />
<br />
<br />
<br />
FinancialSummary<br />
Group turnover<br />
Group operating profit before operating exceptional items and amortisation<br />
Profit fFfore batkn, excqtiorol itefla ard anaftisatia 0<br />
<br />
<br />
Dividends per share
As I approach the end of an encouraginq<br />
and eventful frrst vear as chairman ot<br />
tMl Grouo. I am bleased to report thal tne<br />
company<br />
's<br />
,n excellenl shape to grasp the<br />
oooortunrties and deal wlth the challenqes<br />
airead at an exciting time in the hlstory<br />
of the music rnoustry During the past<br />
vear our focus has been on strengthening<br />
bur core recorded music and publishing<br />
busrneses and preparing To part,clpaLe<br />
rn the digital revolution while del'venng<br />
steady profit growth.<br />
For the group as a whole, protrts belore<br />
€x, exceptional items and amo'tisation<br />
improved in the year bY 8.1% to<br />
f245.4 million.<br />
Group operating profits improved by 7 7%<br />
to f290.6 million on turnover marginally<br />
ahead at f2,386.5 million, an encouraging<br />
oerformance in a worldwide music market<br />
bxpenencrng limited groMh i'l the near term.<br />
Net earninqs improvedbY 29.2ok 1o<br />
f 1 58.4 niilion boosteo by the profit on the<br />
sale of non-strategic assets including Elvll3<br />
shareholding in GWR GrouP PLC.<br />
The Board is recommending a final<br />
oividend of 11.75p per share wh;ch grves<br />
a total dividend for the year of 16 0p<br />
per share.<br />
Both our Recorded Music and Music<br />
Publisl.,nq divisions improved operating<br />
profits Vear on Vear whrle the overall<br />
iurnover increase was driven by significant<br />
oroMh (1 1.8olo) in Music Publishing -<br />
6nhanced by a fint time contribution lrom<br />
the Windswept and Hit & Run acqultllons<br />
- more than offsetting a small dec|ne<br />
('1.2%) in Recorded Music.<br />
ln Recorded Music, we made significant<br />
market share gains in a number of<br />
rmponant reglons. ln Jdpan, Lhe world's<br />
second larqest mudc market, a string<br />
of successful releases resulted in a marked<br />
improvement in share. In addition, we<br />
saw share qains in Europe, Latin America<br />
and the rest of Asia. ln the important<br />
US rnarket, however, we saw our<br />
share decline. As a result, we estimate<br />
that our global share fell marginally to<br />
approxrmately 12.5olo. Despite thls, we<br />
maintained our positlon as the world's<br />
third largest record company<br />
We have continued to invest heavily in<br />
supporting the ( reative er^deavours ol<br />
our artists and writers whrle continurng<br />
to improve operatronal efficiencies. During<br />
the vear, a nurrbe'of initrat'ves a med<br />
at reducinq the cost base have been<br />
progressed. These include a shared<br />
services prolect and the restructuring<br />
of our European distribution and<br />
manufacturing operations.<br />
In Music Publishinq, we have continued<br />
io expand and explort our outsunding<br />
catalooue and have maintarned our track<br />
record"of earnings groMh. We have<br />
made significant gains in the buoyant US<br />
market, through both a strong underlyinq<br />
performance ino the positive impact of<br />
ihe Windswept catalogue acqurred in July<br />
ln November, we also acquired a 51%<br />
stake in the Hit & Run catalogue.<br />
We believe we are well positioned to<br />
take advantage of the many opportunities<br />
and address the challenges presented<br />
bv new medra, with o-' b'oad range<br />
oi international and local repertoire<br />
reoresenlinq manv different musical styles<br />
comptemenied by our impressive catalogue<br />
of past recordinqs and a high quality library<br />
of over a million publishing copyrighs<br />
During the yeat we embarked on a<br />
proqrimme o{ digitising oLr assets and<br />
forminq strateqrc alliances with a number<br />
of new media companies which are<br />
oevelop'ng new channels for music delivery<br />
and are supporting the infrasrrudure<br />
changes necessary to operate in a digrtal<br />
ldnds(ape. ln addition, these transact'ons<br />
have created value for EMI shareholden,<br />
through the acquisition of new media<br />
equity stakes in return for access to content<br />
Our woddwide management teams<br />
under Ken Berry and Martin Eandier have<br />
L,een strenothened and we believe that we<br />
have a qoo,'d foundation for luture success<br />
Our commendable performance was, as<br />
ever, made possible by the extraordinary<br />
commitment and professionalism of<br />
our colleagues across the world. I take<br />
this opportunity to thank them for their<br />
continuing effort and support.<br />
Lookrng anead, we are ootlmistic about<br />
our stronger recorded music release<br />
schedule for the current year and we are<br />
confident that the momentum we have<br />
built in music publishing in recent yean<br />
will be maintained.<br />
lam excited bV our propoed 50:50<br />
recorded musrc and musrc publishing<br />
venture with Time Warner lnc, announced<br />
on 24 Januarv 2000. The strategic and<br />
financial ratronale for the transaction ls<br />
compellinq. We believe that the geographrc,<br />
rnanaqement and cultural match of EMI<br />
and Warner Music Group, rhe combinatton<br />
of our rosteE and publishing catalogues<br />
and the anticipated operational benefits<br />
and synergies will improve our groMh<br />
prospects and create substantial<br />
shareholder value.<br />
The orooosed combination is conditlonal<br />
on, jmdnq other things, EMI shareholder<br />
aoproval, EN4l continuing to qualify for<br />
liitirq on the o+tic,ar List of the UK Listing<br />
Authonty, requrste regulatory clearances<br />
in the ELl, US and Canada, and certain UK<br />
tax clearances. Closing of the transction<br />
continues to be targeted for the second<br />
half of 2000.<br />
Finallv, I want to pay tribute to three dlrectors<br />
who'left the Board during the year Sir<br />
Cohn Southgate retrred in July 1999 havrng<br />
been chairman for 10 yeas. Colin led<br />
the conpany wilh greal vson and courage<br />
from 1985. As managinq dlreclot chief<br />
executive and then chairman, he was the<br />
architect of a transformation from broadlybased<br />
industrial conglomerate to world class,<br />
focused music busrness. 5rr Peter Walters<br />
also retired from the Board in July 1999<br />
He was a non€xecutive director for 1 0<br />
vea6, the last nine as deputy chairman<br />
Simon Duffv, ioint deputy chairman and<br />
linance directbr; resigned from the Board<br />
and left the company after almost eight<br />
vea6' service to join World Online. All thre€<br />
Grved the company with distinction and<br />
commitment. lndividually and collectively,<br />
their contnbution was of inestimable value<br />
and on behalf of the Board and<br />
shareholders, I thank them.<br />
Eric Nicoli<br />
Chairman
fr\ux tna-tL.nerao I<br />
i.re.V Faur I ,\.<br />
T!rnei! latesi 'e\,en a b"'n, t.ra5<br />
her I qFest eler U5 debLrt<br />
and she per+ormed for<br />
orer 600 m on peope<br />
at S.rperoow XXXIV
fr\ux tna-tL.nerao I<br />
i.re.V Faur I ,\.<br />
T!rnei! latesi 'e\,en a b"'n, t.ra5<br />
her I qFest eler U5 debLrt<br />
and she per+ormed for<br />
orer 600 m on peope<br />
at S.rperoow XXXIV
Recorded Music<br />
EMlmusic market share 2000 (o/o)<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Regional creative<br />
strategies began to<br />
bear fruit<br />
A stronger release<br />
schedule for<br />
the coming year<br />
EMI Recorded Music made progress in a<br />
number of important respects rn a year in<br />
which the world music market grew by<br />
3.1% rn value terms {3.5% in the previous<br />
yea.) and the recorded nusic rndustry faced<br />
new challenges as rnternet developments<br />
highlighted the need to protect music<br />
rights. Operating profit improved 7.1%<br />
on turnover down by 1.2%.<br />
Our regional creaive strategies began to<br />
bear fruit. ln Europe our market share rose<br />
marginally from 17,0% to 17.1% with a<br />
continued strong performance in the UK<br />
and including some significant gains in ltaly,<br />
Scandinavia, France and Spain.<br />
In Japan, despite the market declining<br />
bV 7.3olo, we enjoyed strong share groMh<br />
with contiruing succes by Utada Hikaru,<br />
supported by a number of other artists<br />
including Ringo Sheena, Dreams Come<br />
True and Tomoyasu Hotei.<br />
The Asian market outside Japan returned<br />
to qrowth with a 5.1% rise (following<br />
a decline of 14.4% last year) and our<br />
businesses gained share. ln the key market<br />
of Taiwan, we broke more l\,4andarin artists<br />
to gold status tran any other company.<br />
The reoion is exoected to continue to<br />
recovei from the economic crrsis of the<br />
past two yea6.<br />
Latrn America was a,so a pos'tive regron<br />
for us. Strengthened regional and national<br />
manaqement teams delivered market Share<br />
groMh in every country most notably in<br />
the key market of Brazil.<br />
v\,wwtoshiba€m .co.lp
ww\,v esnublans coTn<br />
The US was the only major market in<br />
which we falled to make progress in the<br />
year. Although the market grew a healthy<br />
14.0%, our market share fell from l2.3%<br />
1o 9.0%. Performance in clasycs, jazz,<br />
Latin and Christian music continued to<br />
be strong but new mainstream pop and<br />
R&B releases underperforrned.<br />
The loss in market share in the US more<br />
than accounted for our estimated globat<br />
market shar €ductio- frorn 13.2% to<br />
approximately 12.5%.<br />
Reflecting the USS importance as a prime<br />
source of international repertoire for<br />
the global music market place, we have<br />
continued to take steps to ensure that our<br />
artist and repertoire teams produce stars<br />
who have the abiljty to sell internationally.<br />
ln the past two yea6 new A&R resources<br />
have been added to the North Amencan<br />
portfol o. However, the time lag betnieen<br />
srgning and releasing new records<br />
means that the benefits have not yet<br />
flowed through.<br />
Last yeat we announced our intention<br />
to expand our US presence in the areas<br />
of pop and R&B. One of the first releases<br />
in the new fiscal year was the plat num<br />
soundtrack Rorneo Must D/.e featuring<br />
Aaliyah, which was a product of one of our<br />
new A&R relationships. I remain optimistic<br />
that this and other relationships, together<br />
with an improved release schedule, will<br />
bring further success in the U5 as the<br />
year proceeds.<br />
Worldwrde a total of 30 EMI albums sold<br />
over 1 million units from artists including<br />
Utada Hikaru, Backstreet Boys, George<br />
Michael, Brtney Spea6, Tina Turnet Queen,<br />
Garth Brooks, The Chemical Brothe6,<br />
Lenny Kravitz and D'Angelo as well as<br />
the UKS Volume 44 in the Nory fha6<br />
What I Call Music hits compilatio'l series.<br />
Our clasical division substantially increased<br />
its turnover, with best selling artists<br />
inc{uding Sarah Brightman, Placido<br />
Domingo and Sir Simon Rattle.<br />
Our global release schedule for the<br />
current year includes new albums from<br />
many of our major artists, lncluding<br />
Utada Hikaru, Robbie Williams, Spice<br />
Girls, Radiohead, Rrchard Ashcroft,<br />
Lenny Kravitz, .lanet Jackson, Thalia,<br />
Snoop Dogg and Sarah Brightman.<br />
w,v\,1,v.vengabq6 Com<br />
wwwplacdodom ngo corn<br />
wlrwv pnorityrecords cony'<br />
snoopdogg
Recorded llus c (continued)<br />
Digital download<br />
programme launch<br />
in .luly 2000<br />
New media developments represent<br />
considerable growth opportunities for<br />
the music industry which we believe<br />
outv/eigh the potential risks of piracy.<br />
We are remodelling our business in<br />
order to maximise the opportunities and<br />
benefits of the new envrronment. Thrs<br />
involves digitsing 100% of our global<br />
content, developing busines models<br />
for digital downloading and exploring<br />
important new marketing and promotion<br />
opportunities.<br />
wwwhdly oodarrtineaom<br />
\^/vvwsparo^4€
Investing in new media<br />
infrastructure<br />
Exploring new market<br />
opportunities<br />
P.otected access to our<br />
musical content is essential<br />
Growth opporlunities<br />
outweigh the potential<br />
risks<br />
The internet and re ated technologies<br />
present challenges to the music ndustrys<br />
abi|Di to p'ole.l rb rnveslnenl 1 TJsr(<br />
copyrights. EI\,41, n conjunct on with a<br />
number of other companies including<br />
representatves of the muslc and consumer<br />
electronics lndustries, has been supporting<br />
the Secure D gital Music lnitiative.<br />
This forum, wh ch nvoves over180<br />
companies from around the world, has<br />
the oblective of establishing voluntary<br />
standards for the secure transmissron of<br />
music over the nternet. The forum has<br />
recently published its f rst set of standards<br />
and many companies in the mus c,<br />
informatlon technology and consumer<br />
electron cs industries have adopted them.<br />
The extent to which these standards<br />
prove effective n contain ng piracy<br />
of new record ngs will depend on the<br />
comprehensiveness and durability of<br />
these and other protecr ons berng<br />
imp emented and the level of comp iance<br />
by hardwo.e ano so'tware produce's.<br />
There have been s gn ficant egislatve<br />
developments both in Europe, through<br />
the European Copyright D recr ve, wh ch<br />
s currently n the Council ofthe EU forthe<br />
preparation of a common position, and<br />
the E-Commerce Direct ve, which was<br />
adopted by the EU in May 2000, and in<br />
the us through the Dig tal M llennium<br />
Copyr ght Act. Legislative act on supported<br />
by litigar on -o prevell ab-'e ol 'nJ\i(<br />
company rights is crucial to the future of<br />
the mus c ndustry Howeve; we believe<br />
that '1 ) e))erlidl to deve op busiress<br />
mode s that provide protected access to<br />
our musica content n a manner that s<br />
corvenierr ard acreprable [o Ihe .rJsrc<br />
consumer.<br />
www car osponce com<br />
v\ ^w<br />
lirg n de<br />
w1,wv cecube.coTrl
w\,r'wtexas. uk.com<br />
W th 9le5 ol three million<br />
for lhe Hush- the sublirne<br />
Texas are stlll ridinq hiqh
www matchbor0.com<br />
Rob Thomas fiom<br />
matchbox hr/enty co-wrote<br />
9noot/,, he winn€r of<br />
three Gramm!6 ncludrng<br />
Sonq of the Year, and<br />
pedomed tw$ Caror<br />
Santana
www strn9.corf paq.conl<br />
After r'o decades at the<br />
top, St ng continues to break<br />
nev! ground as an anrst<br />
and songwiter with his lat6t<br />
Grammy award'winn ng<br />
album Bmnd Day<br />
^lew
Music Publishing<br />
Strong und<br />
<br />
<br />
\ /ww.kpmmusic.com<br />
Continued geographic<br />
expansion and significant<br />
investment<br />
EMI Music Publlshing delivered excellent<br />
'esults for the year, with turnover increasing<br />
by 11.8%. Net publisherS share rose 9.7%<br />
and operating profit by 9.1%. Our results<br />
reflect strong underlying growth together<br />
with first time contributions from catalogue<br />
acquisitions such as Windswept and Hit &<br />
Run, as well as continued geographrc<br />
expansion and significant investment in<br />
lT to increase our internet presence.<br />
We punued multipte strareg,es 'icluding<br />
act ve rnvest.nent in loca acts, the acqJisition<br />
of new catalogle when {rnancially viabre,<br />
and the creation of a wide range of<br />
opportunttes tor our songwriters - through<br />
the licensing of songs for advertising, filmi<br />
and televrsion and through digrtar dehvery<br />
and the internet.<br />
We had anotrer gooo yea. rn the US,<br />
where revenues from mechanical.<br />
performance and synchronisation were<br />
each well ahead of last yearS levels.<br />
The strong mechanical revenues in the US<br />
came from artists such as TLC, Blink 'i82,<br />
matchbox t\renty and the Goo Goo Dolls.<br />
Our strategy of signing writer/produceE<br />
such as Rodney Jerkins (Whitney Housto't,<br />
Destiny5 Child) and Sean 'Puffy' Combs<br />
(Notonous B.l.G ano Jennifer Lopez) also<br />
produced excellent results. ln addition, lhe<br />
matching of songwriter Rob Thomas from<br />
matchbox twenty with Carlos Santana<br />
resulted in the worldwide hit and Grammywinning<br />
Song o{ the Year, Smcr;th.<br />
Our US business also benefited from<br />
the acquisition in July of nearly 40,000<br />
active titles from the Windswept Pacific<br />
catalogue, rncluding such hrsrorically prvotal<br />
rock and roll titles as shout. Louie Louie<br />
and Mony Mony and strong offerings<br />
ot doo-wop, drsco and Lar't sonqs. The<br />
catalogue offers great potentiai for future<br />
growth opportunities and has the added<br />
benefit of including the rights to the<br />
Spice Girls' songs.<br />
European sales were also higher with<br />
significant increases in the UK, Germany<br />
and ltaly. The UK showed improvement<br />
across all revenue streams, boosted<br />
by Genesrs and Phil Collins sonqs in the<br />
recently acquired Hit & Run catalogue.<br />
Germanyb higher mechanical income was<br />
helped by artists such as Echt and Stefan<br />
Raab, while ltalyS results reflected strong<br />
mechanrcal receipB from locaj repertoire,<br />
strong synchronisation income and the<br />
acquisition of the back catalogue of the<br />
European superstar Eros Ramazzotti<br />
during the year.<br />
lnjapan, we achieved outstanding success<br />
with songs written or performed by local<br />
supeEtars such as Utada Hikaru and Keqi<br />
Ozawa, against the backdrop of a declining<br />
market. As our music publishing assets<br />
grow, we are looking for cost reductions,<br />
particularly by keeping overheads under<br />
control. ln Japan, Fujipacific was taken on<br />
during the year to manage our business<br />
in the territory, allowing us to achieve cost<br />
savings while maintaining control over our<br />
catalogue.<br />
Spread of radio and<br />
TV increases demand<br />
for music<br />
Du.ing recent years, the emergrng markels<br />
ot Easlern Europe, Asra and Ldtin America<br />
have been under consrderable economic<br />
pressure. Even so. we have invested in<br />
these marke6 to ouild strong and growing
)rlyi ng gro\ rth<br />
d by acquisitions<br />
businesses and the results for the year<br />
are evidence of the benefits of these<br />
investments. We opened a reg onal Latin<br />
American office in Miami and increased<br />
our investment n Latrn reperto re generally.<br />
As a result, we saw malor success from<br />
Ldti'l w'ler/a1'sts sJch a' Enriqre lg esias<br />
and the rock band Mana.<br />
As the number of radio and ry $ations<br />
around the wor d increases, so does their<br />
demand for music, drving growth in<br />
all aspects of our publishing business. ln<br />
particular, we beleve there are good groMh<br />
oppo'1u'rities'or syrchton sat on cers,ng,<br />
as expenditures on advertising and motion<br />
picrure and televisron productons cont nue<br />
to ncrease.<br />
!vw\l enrqLreq corn<br />
EMI Music Publshing intends to remaln at<br />
the foref'orl ol explor rg lhe oppo'tlr.rtres<br />
and responding to the cha lenges created<br />
by the nternet. ln addition to our strong<br />
financial performance, we are also proud<br />
lo have receved some of the nalor nt>rc<br />
puohsher awards a oJnd the world -<br />
inc udinq the prestiqious Publisher of the<br />
Year from both ASCAP and BMl. We<br />
believe that our roster of songwriters,<br />
rich catalogue and award-w nning team<br />
will ensure that we are well positioned<br />
for continued future qrowth.<br />
\'\ 'v\'\r.atlan1 c recordg com<br />
$\\\{ srmp yred co uk<br />
<br />
<br />
<br />
<br />
<br />
Exploring new<br />
internet opporlu n ities<br />
,"\'.,v!v tlcfanma com<br />
VV\!w googoodo s.com
)rlyi ng gro\ rth<br />
d by acquisitions<br />
businesses and the results for the year<br />
are evidence of the benefits of these<br />
investments. We opened a reg onal Latin<br />
American office in Miami and increased<br />
our investment n Latrn reperto re generally.<br />
As a result, we saw malor success from<br />
Ldti'l w'ler/a1'sts sJch a' Enriqre lg esias<br />
and the rock band Mana.<br />
As the number of radio and ry $ations<br />
around the wor d increases, so does their<br />
demand for music, drving growth in<br />
all aspects of our publishing business. ln<br />
particular, we beleve there are good groMh<br />
oppo'1u'rities'or syrchton sat on cers,ng,<br />
as expenditures on advertising and motion<br />
picrure and televisron productons cont nue<br />
to ncrease.<br />
!vw\l enrqLreq corn<br />
EMI Music Publshing intends to remaln at<br />
the foref'orl ol explor rg lhe oppo'tlr.rtres<br />
and responding to the cha lenges created<br />
by the nternet. ln addition to our strong<br />
financial performance, we are also proud<br />
lo have receved some of the nalor nt>rc<br />
puohsher awards a oJnd the world -<br />
inc udinq the prestiqious Publisher of the<br />
Year from both ASCAP and BMl. We<br />
believe that our roster of songwriters,<br />
rich catalogue and award-w nning team<br />
will ensure that we are well positioned<br />
for continued future qrowth.<br />
\'\ 'v\'\r.atlan1 c recordg com<br />
$\\\{ srmp yred co uk<br />
<br />
<br />
<br />
<br />
<br />
Exploring new<br />
internet opporlu n ities<br />
,"\'.,v!v tlcfanma com<br />
VV\!w googoodo s.com
Recorded Music<br />
Music Publishing<br />
Group total<br />
Return on sales<br />
'Before operating exceptional items and amortigtion<br />
<br />
Operating prof if<br />
<br />
<br />
1999 Change<br />
<br />
fmo/o<br />
<br />
<br />
<br />
<br />
<br />
<br />
increased<br />
<br />
0.5% to f2,386.5rn, with<br />
<br />
exchange on translation having a significant<br />
impact by region but no overall impact.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
ln total, group turnover for the year<br />
Overall Recorded l\,4usic sales for the year<br />
were down 1.2ok, wilh groMh in market<br />
snare n all regions except Nonh America.<br />
Sales in Asia, particularly Japan, were<br />
significantly up on last year, despite a<br />
declining market, due lo our strength in<br />
domestic repertoire. kst years particularly<br />
strong US release schedule was not<br />
repeated, leading to lower turnover in<br />
North America. Music Publishing sales<br />
increased by '1 1.8% with a strong overall<br />
performance being enhanced by<br />
acquisitions including substantially all<br />
of the Windswept Pacific catalogue and<br />
51 o/o of the Hft & Run catalogue. Sales rn<br />
North America were significantly ahead<br />
of last year reflecting strong groMh<br />
in US mechanical, performance and<br />
synchronisation income and the impact<br />
of the Windswept acquisition. European<br />
performance was also strong. particularly<br />
in the UK (which benefited from both<br />
acquisitions), Germany and ltaly.<br />
Overall, group operating proJit (EBITA)<br />
was up 7.7o/o at f290.6m. Exchange on<br />
translation again had a significant impact<br />
by region but no overall impact. Adding<br />
back depreciation gives EBITDA for the<br />
year of f348.4m, a 6.9% improvement<br />
over last year (1999: f326.0m).<br />
Operating profit improved at Recorded<br />
Music by 7.1 % to f 195.1m. Profits<br />
improved in all regions except North<br />
America, driven primarily by increased<br />
sales and the first profits from our new<br />
media strategy (including f24.7m from<br />
musicmaker.com which has been allocated<br />
across the regions). Within North America,<br />
US profits fell reflecting both lower sales<br />
and further investment into the label<br />
infrastructure. Music Publishing operating<br />
profits improved by 9.1% with a strong<br />
overall performance, particularly in the US,<br />
being enhanced by the Windswept and<br />
Hit & Run acquisitions.<br />
A detailed explanation of the trading<br />
performance is grven in the Business<br />
Reviews on pages 4 to 1 7.<br />
Total group turnover Jor the second<br />
half of f '1,306.4m was f73.1 m lower<br />
than last year with foreign exchange losses<br />
on translation accounting for f31.5m of<br />
the change. Recorded Music sales were<br />
down f98.7m or 8.2o/o al f1,111 .1m<br />
following particularly strong performances<br />
last year in both Japan and the US. Music<br />
Pub ishing turnover was up f25.6m or<br />
15.1% to f 195.3m with acquisitions aiding<br />
strong performances in the U5 and UK.
]UK<br />
2 Rest of Europe<br />
I North Arneica<br />
4Asa<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
lUK<br />
2 Rest of Europe<br />
3 Nodh America<br />
5 Other<br />
<br />
<br />
<br />
<br />
Total group operating profit for the<br />
second half of f 171.5m was f7.0m ower<br />
than last year including foreign exchange<br />
losses of f7.1 m. EBITDA for the second<br />
half was f20'!.4m, f6.4m lower than<br />
last year including an adverse exchange<br />
impact of f7.6m. Recorded Music<br />
operating profit was down f 14.0m or<br />
10.7ob at f 1 16.7m rairly as a result<br />
of lower sales. Music Publishing operating<br />
prof t was up f7.0m or 14.6a/o al f54.8m<br />
reflecting the good U5 performance<br />
and recent acquisitions.<br />
Group finance charges for the year<br />
of f50.3m were f5.9m higher than last<br />
year (1999: f44.4m). This cost consists<br />
of tr,,ro main elemen6: interest charges<br />
on borrowings, and other interest and<br />
fees. lnterest on bonowings was<br />
unchanged year on yeat with improved<br />
treasury management strateg es offsetting<br />
the acquisit on driven increase in average<br />
bonowings. Other nterest and fees have<br />
increased by f6.3m, as the f7.1 m received<br />
last year in conjunction with the loan to<br />
HMV [/]edia Group was not repeated th s<br />
year. lnterest cover at the end of the<br />
year was a healthy 6.9 times.<br />
ElVl has a 42.65% investment in Hl\4V<br />
Media Group, the musrc and book retailer.<br />
This investment ylelded a net contribut on<br />
to pre-tax profits of f4.3m ('1999: f2.5m).<br />
W thin th,s resuh, EM|S sha.e of joint<br />
venture operating profit for the year<br />
was down 8.0% to f27.7m with a nrong<br />
performance from the HMV music<br />
stores being offset by a disappointing<br />
performance from the Wate6tone5 book<br />
stores and the frrst year start-up losses from<br />
the nternet operations of both businesses.<br />
The fall in operating profits was, however,<br />
more than offset by a 15.2% reduction<br />
n joint venture finance charges to<br />
f23.4rn.<br />
fu a result of the increase in operating<br />
profit, f nance charges and EMlS share<br />
o{ its joint venture and associates' pretax<br />
prof ts, adjusted profit before<br />
tax (adjusted PBT - ie profit before tax,<br />
amortisation and exceptionals) ncreased<br />
by 8.1% to f245.4m (1999: f227]m).<br />
As a result of the Windswept and Hit &<br />
Run acquisitions, copyright arnortisatron<br />
increased by f6.6m to f33.5m (1999:<br />
f26.9m). Goodwill amortisation for the<br />
year was f '1 .1m (1999: f0.4m). This<br />
gave a total amortisation charge for<br />
the year of f34.6rn (1999: f27 3m).<br />
The operating exceptional charge<br />
of 14.0m (1999: f ni ) consists mairly<br />
of integration costs associated with the<br />
Windswept Pacific acquisition.<br />
During the year EMI sold tts shares in<br />
GWR Group PLC (GWR), realising a profit<br />
on the disposa of this investment in a<br />
non
wwwfoof ghteB com<br />
wwwsarah-brightman.com<br />
.]:<br />
]<br />
Treasury management<br />
The qroupS {undrng, liquidity and interest<br />
rate and foreign exchange rate risks<br />
are managed by the groups treasury<br />
departmenl. Treasury activities are carried<br />
oui wthin a framework of policies and<br />
guidelines approved by the board, with<br />
iontrol and monitoring delegated to the<br />
Treasury Management Committee, chaired<br />
by the group finance director Treasury does<br />
not operate as a profit centre and po|cres<br />
specifically prohibit the use of fir^ancial<br />
instruments for speculative purposes.<br />
Financial instruments held by the group<br />
comp/tse derivatives, bonowings, cash<br />
and irquid resources and other frnancial<br />
assets and liabilities. including certain<br />
creditors and provisions which are payable<br />
after more than one year. The main<br />
purpose of these financial instruments is<br />
to raise finance for the groupS operations.<br />
Treasury policies cover the use of financial<br />
instruments within the group and have<br />
remained unchanged throughout the<br />
financial year. These policies also ensure<br />
that adequate, cost-effective funding is<br />
available to the group at all times and that<br />
exposure to financial risk is minimised.<br />
Funding and interest rate risk<br />
Group funding is managed via the use<br />
of short and medium-term committed and<br />
uncommitted bank facilities. ln addition, in<br />
Auqust 1999, the group issued U5$500m<br />
of 1O-year Guaranteed Notes to finance<br />
the Windsvvept Pacific acquisition and<br />
to replace existing US bank borrowings.<br />
Bank tacilities used by the group have<br />
a broad range of maturities, which are<br />
renegotiated as they fall due to ensure<br />
sufficient funding for the group.<br />
The group borrows in a variety of<br />
currencies at both fixed and floating rates<br />
and then uses interest rate s\lr'aps, caps<br />
and collars to manage group exposure to<br />
interest rate fluctuations. Treasury policy<br />
is to keep between 25o/o and75ok oI<br />
its borrowngs at fixed or capped rates.<br />
Al the year end, 54.4olo of the group's<br />
bonowings were fixeo or capped after<br />
taking account of interest rate swaps, caps<br />
and collars. Financial instruments held by<br />
the group to manage interest rate risk at<br />
31 l\,4arch 2000 are disclosed on page<br />
59, note 19 (vii).<br />
Foreign currency risk<br />
Due to the international nature of its<br />
operations, the group faces cunency<br />
exposure in respect of exchange rate<br />
fluctuation against sterling. Balance sheet<br />
translation exposures are hedged to the<br />
extent that overseas liabilities, including<br />
bonowings, provide a natural hedge,<br />
Group policy is not to undeftake additional<br />
hedging measures.<br />
It is also the groups policy not to<br />
hedge profit and loss account translation<br />
exposure. Transaction exposures are<br />
hedged, where deemed appropriate and<br />
where they can be reliably forecast, with<br />
the use of forward exchange rate contracts.<br />
FoMard rate contracts held by the group<br />
at 3l March 2000 are disclosed on page<br />
59, note 19 (vii).<br />
Warner EMI Music<br />
As discused in the Chairmans Statement,<br />
on 24 January 2000 we announced that<br />
an agreement had been reached betureen<br />
ElVl and Time Warner to combine our<br />
respective music busineses to form Warner<br />
EMI Music. This agreement is conditional<br />
on, among other things, regulatory and<br />
tax clearances and obtaining shareholder<br />
approval at an Extraordinary General<br />
Meeting (EGM). A Circular and Lining<br />
Particula6 explaining the deal in further<br />
detail will be issued at the beginning of<br />
June with a Notice convening the EGM.<br />
Year 2000<br />
Leading up to the year 2000, we<br />
implemented a programme to update or<br />
replace all date dependent internal lEtems<br />
that are critical to the groupb ongoing<br />
operations or preparation of financial<br />
information. This proJect has been<br />
completed successfully with total cosb<br />
to the group of lust over f22m.<br />
EMU programme<br />
There still remain a number of issues to<br />
be resolved concerning European Monetary<br />
Union and EMI has therefore decided to<br />
become a late adopter. EM|S EMU<br />
programme is nevertheless well under way<br />
and is giving rise to costs both in trainrng<br />
and systems modification. These costs<br />
are being charged to the profit and loss<br />
account as incurred. Costs to date have<br />
not been significant and total costs are<br />
estimated at f 5m, the majority of which<br />
will be incuned in the financial year<br />
200cv01.
wwwemqroup.com<br />
waste sheea {rom<br />
our CD booklets povided<br />
the p nt stock for<br />
last year's slmmary<br />
envonmental review
httpi//atsahool.eduvreb.co.<br />
uk/nlsbinswmd<br />
We recognise that our responsibilities as a<br />
business extend into the wider community<br />
in which we operate. This commitment<br />
is addressed through our environmental<br />
<br />
programme, the Music Sound Foundation,<br />
and a wide range of charitable, community<br />
and arts initiatives around the world.<br />
<br />
Environment<br />
Our environmental programme began in<br />
1991; since 1993 we have made the details<br />
of our performance pubhcly available in<br />
an Environmental Report.<br />
Although the music business has a low<br />
environmental impact relative to other<br />
industries, we consider it important to<br />
reduce our impacts wherever practicable.<br />
There is also plenty of evidence that the<br />
environment matteE to our stakeholdeE<br />
- shareholders, artists, employees and<br />
consumers.<br />
Our worldwide businesses undertake a<br />
range of initiatives; full information is on<br />
our website, wvvw.emigrdJp.com. Energy<br />
use is our biggest environmental issue.<br />
<br />
We translate our consumption into CO2<br />
emissions to provide an indication of our<br />
contribution to global warming; this year,<br />
it fell by 2ol". Within manufacturjng,<br />
<br />
the significant gains of the early years<br />
are becoming harder to replicate. Solvent<br />
use was reduced by 3% this yeal but<br />
hazardous waste rose slightly; we expect<br />
to correct that next year<br />
<br />
<br />
The EMI Group was the highest ranked<br />
media company on the FISE 100 in<br />
Business in the Environments 1999'lndex<br />
of Corporate Environmental Engagement',<br />
and is included in the 1999 Dow Jones<br />
Sustainability Group lndex. Approximately<br />
60% ot our CD output comes from<br />
plan6 with lso-certified environmental<br />
management systems; this year the UK<br />
CD plant also achieved certification to the<br />
Eco-Management and Audil Scheme.<br />
The Music Sound Foundation<br />
ln its first three yea6 the Music Sound<br />
Foundation, the rndependent charity<br />
established in the uK by EN/t, has made<br />
donations exceeding f945,000 to schools<br />
and individuals. lts mission is to improve<br />
music education.<br />
f245,000 was awarded to students,<br />
schools and music teacheE to be used<br />
primarily for musical instruments and<br />
teacher training.<br />
f700,000 was awarded to 10 secondary<br />
schools enabling them to apply successfully<br />
for Arts College status within the<br />
governments specialist schools programme.<br />
The Foundation also sponson an annual<br />
three.day visit for music teacheB to<br />
key music industry sites, and co-funds -<br />
together with the Bntish Phonographic<br />
Industry and the Department for Educalion<br />
and Employment - an adlrsory service<br />
for the specialst Art Colleges. '<br />
In September 1999, five music colleges<br />
were each gven f5,000 to award bursaries<br />
to music students.<br />
Community initiatives<br />
At a local level, our commitment is<br />
reflected in a variety of ways. From<br />
university scholarship programmes<br />
established in memory of EMI artists,<br />
to support of local community and<br />
employment initiatives, to arts<br />
sponsorship, our individual busineses<br />
focus their resources and efforts on what<br />
is most appropriate to their local and<br />
national communities.
1 Eric Ni.o i (49)<br />
Erc N co Wa5 aopo nted to the Boad . l99l .rs a Nof<br />
ere.Jt!e Dre.toi be(omnq €xetut,/eCharran l^ l"y 1999<br />
Urt l0 Apr 1999, re,,!.s Group C'ltl Exe{Liiie 1r: !_ ied<br />
I(Lr5 Hold Esr p.,uB), \,;' c. l'eIr.ec lro- R.\rn:'€e<br />
l.lac
Corporate Governance<br />
EMI remains committed to high standards of corporate go€mance.<br />
lhe Board considers that the Company has, throughout the yeat<br />
complied with the Code prwisions set out in Section 1 of the<br />
Combined Code issued by the Commiftee on Corporate<br />
Go\€rnance, apart from those relating to the length of Directo6'<br />
service contracts, which are discussed in the Remuneration Repon<br />
(on page 33). ln accordance with guidance issued by the London<br />
Stod Exchange, the statement on pages 26 and 27 regarding<br />
the Companys system of internal control is limited to internal<br />
financial controls.<br />
Ernst & Young have reMewed the Company's statement as to<br />
its compliance wth the Combined Code, in so far as it relates to<br />
those parts of the Combined Code which the UK Listing Authority<br />
specifies for their review, and their report is set out on page 37.<br />
The remainder of this section provides an explanation of hcnrrr<br />
EMI applies the principles of good governance which are set out<br />
in the Combined Code.<br />
The Board<br />
The Board of EMI cunently comprises four Executile Directors<br />
and five Non-executive Directors. All of the I'lon€xecutle DiEctors<br />
are considered to be independent of management and free from<br />
any business or other relationship which could material! interfere<br />
wrth the exercise of their independent judgement. As reflected<br />
in their biographies, which appear on page 24, the DirectoB<br />
hare a wide range of experience in muhinational and consumer<br />
orientated businesses. fte Board therefore has a balanced range<br />
of experience.<br />
Mr Eric Nicoli is both Chairman and the senior executive officer<br />
of the Company Mr Nicoli took over these posittons followng<br />
Sir Colin Southgates retirement after the conclusion of the 1999<br />
Annual General Meeting. Dayto-day executive responsibility for<br />
the running of the Company3 two main businesses lies wth Mr<br />
Ken Berry as Chief Executive Officer, EMI Recorded Music, and<br />
with Mr Martin Bandier as Chief Executive Officet EMI Music<br />
Publishing, Given the importance of the roles of Mr Berry and Mr<br />
Bandier, the Board consideB that the appointment of an executive<br />
chairman, who brings complementary skills and experience and<br />
to whom the divisional chief executive officers report, is the most<br />
effective structure for EMI and is in the best interesB of both<br />
the Company and its shareholders. The Board also considers that<br />
the nature and level of matters reserved for decision, erther to<br />
the Board as a whole or to standing committees of the Board,<br />
appropriately limit the authority of the Chairman and reflect<br />
the fact that the posts of chairman and senior executilte officer<br />
are combined in one person.<br />
It is the Boards policy that, so long as the Chairman is also the<br />
senior executive officer of the Company, the independent Nonexecutive<br />
Directo6 should comprise a numerical majority of the<br />
Board and that the senior independent Non-€xecutive Director<br />
should also be either sole or joint Deputy Chairman. Sir Dominic<br />
cadbury is the senior independent Non€xecutive Directot haMng<br />
succeeded Sir Peter Walte6, vvho retired at the conclusion of the<br />
1999 AGM. Sir Dominic became the sole Deputy Chairman<br />
following the resignation of Mr Simon Duffy on 31 December<br />
1999. Prior to then, Sir Dominic and Mr Duffy were joint Deputy<br />
Chairmen. Mr Dufry was also Group Finance Dircctor and has<br />
been succeeded in that role by Mr Tony Bat6, who combines<br />
his naru mponsibilitig with his preMous role as Executive Vice<br />
President and Chief Financial Officer, EMI Recorded Music.<br />
The appointment of Directo6 and executive appointmena wthin<br />
the Board are considercd by the Board as a rrvhole based on<br />
recommendations from the Nomination Committee. The Articles<br />
of Association include a requirement that all Directors should<br />
submit themset!€s for reelection by the shareholdeB at least<br />
once every three years.<br />
The Board meets at least six times each year, with additional<br />
meetings or contact betl^/een meetings as necessary The<br />
programme for each year is approred by the Board and. cunently,<br />
involves reviarvs of strategy and the operations and results of<br />
the two marn business units, as well as the approval of annual<br />
budges and medium-term plans. Actual results for the Group and<br />
individual business units are reported to all Directos each month.<br />
At least once each year the Board meets at the premises of one of<br />
the Groups business operations, to allow for presentations by, and<br />
more detailed discusions with, local management.<br />
These procedures, together with other regular and ad hoc reports,<br />
are antended to ensure that the Board is supplied in a timely<br />
manner with information appropriate to enable it to discharge<br />
its duties.<br />
lhe Board has delegated certain matte6 to standing committees,<br />
details of which are set out belcMi. Horvgrer, to ensure its overall<br />
control of the Companys affairs, the Board has resened certain<br />
matteB to itself for decision. lhese include the Groups nrategic<br />
plans and annual operatrng budgeb, sgnificant acqursitions<br />
or disposals of companies, businesses or asets, and signfficant<br />
contractual commitmen6 or items of expenditure, together<br />
with policies relating to the Groups treasury function, pensions,<br />
major lrtigation, employee share schemes, and environmental<br />
and ethical isues.<br />
All Directom have access to the services and advice of the<br />
Company Secretary and there are also procedures for Director<br />
to obtain independent professional advice at the cost of the<br />
Company in appropriate circumstances.
Corporate Governance (continued)<br />
To broaden their experience, the Executive Directo6 are<br />
errouragd to tnke external appointrnenb as non€xecutive<br />
dirrtors, usually up to a maxmum of t\ o. They may retain<br />
the remuneration from such appointments. All appotntmenb<br />
must be appored by the Board to aloid conflicts of inter6l<br />
Board committees<br />
The committees established by the Board and their membeEhip<br />
are set out on page 24. Each committee has witten terms of<br />
reference and levels of authority and, except in the case of the<br />
Remuneration Committee, minutes of meetings are circulated<br />
to all Directo6.<br />
The principal committees are the Audrt, Remuneration,<br />
l"lomination and Executi\,e Committees. Reflecting the important<br />
role played by the independent Non€,\ecutrve Directon in<br />
ensuring high standards of corporate gcrrernance, the Audit<br />
and Remuneration Committees comprise all the Non€,\ecutive<br />
Directo6. Follc fiing the retrrement of Sir Peter Watters, the Audit<br />
Committee has been chaired by Kahben O'Doncnran, wfiilst<br />
the Remuneration Committee has been chaired by Sir Dominic<br />
Cadbury the senior independent Non+xeolti\€ Dircctor. The<br />
Nomination Committee comprises the Chairman, in addition to<br />
all the Non+xecutive Directo6, and is also chaired by the senior<br />
Nonexecuttve Director. The Executive Committee comprises the<br />
Chairman, the Group Finance Dircctor and the Chief Executive<br />
fficers of the Companyt two main busines units.<br />
The role of the Remuneration Committee is described on<br />
page 30. tt rneets at least three times each year. The nnin<br />
responsibilities and procedures of the other three principal<br />
Committees are a follovrr:<br />
Audit Conmitte - makes recommendations to the Board<br />
regarding the appointment of the o\ternal auditors, and rans,tus<br />
their independence and obJecttvity. lhe Committee Igr'iqrs the<br />
half-year and annual financial statemen6 with particular €ference<br />
to accounting policies and practices, and the scope and results<br />
of the audit. lt also reviq 6 the nsk assesment and audit plan of<br />
the internal audit department and other control procedures. The<br />
Committee mees three times each year, and iB meetings are<br />
normally attended by the Group Finance Directot the enernal<br />
audito6, the Group Financial Controller and the Head of lnternal<br />
Audit. At least once eadr )€ar the Committee meets with the<br />
e,rternal auditon wi'i*rout the presence of Executive Dircctors or<br />
other management.<br />
N@iinatbn Committ@ - makes recommendations to the Board<br />
on the appointment of Directors and senior executilres and the<br />
reappointment of Non€xe€utrve Directols on the expiry of their<br />
threeyear term of appointment. Ihe Committee meets when<br />
required.<br />
Exer't/tive Cqnmitte - mponsible for the approval of acquisitions,<br />
divestments, capital expenditure and contractual commitrnents<br />
belcn/t/ the leuel vvhich the Board has reserved to rtsetf for deasion,<br />
and for certain operational, administratile and other routine<br />
matters. The Committee also regularly rwie!,\6 and reporb to<br />
the Board on the performance of the Groups businesses. Ihe<br />
Committee meeb at le6t six times each year<br />
Directon' remuneration<br />
lnformation about the Companyb remuneratton policy and<br />
procedures and about the Directo6' remuneration is grven in<br />
the Remuneration Report on pages 30 to 36.<br />
Directors responsibilities<br />
UK company law requires th€ Directors to prepare financial<br />
statemenb for each linancial year which grve a true and fair vis /<br />
oJ the state of affaiE of the Cbmpany an-d of the Group and of<br />
the profh or loss of the Group for that period. ln preparing those<br />
financial statemenE, the Dirccto6 are required to select suhable<br />
accounting policies and then appt them consistently, to make<br />
.iudgements and estimates that are reasonable and prudent<br />
and to state whether applicable accountrng standarcls ha\€ been<br />
followed, subject to any material departures disclosed and<br />
explained in the financial statemenb. The DiEctors confirm that<br />
they have complied with these requiremenb in preparing the<br />
financial statements on pages 38 to 69.<br />
The Directors are responsible for keeping poper accounting<br />
recor* wtrich disdose, with reasonable accuracy at any time, the<br />
financial positron of the Group and enable them to ensure that<br />
the financial statemen$ comply wrth the Companies Act 1985.<br />
They are also responsible for safeguarding th€ assets of the Group<br />
and hence for taking reasonable steps for the praention and<br />
detection of fraud and other inegularities.<br />
Going concern<br />
The Directors belieue, after maktng inquiries that they consider<br />
to be appropriate, that the Group has adequate resources to<br />
continue in operational existence for the foreseeable future. For<br />
this reason, they continue to adopt the going concern basis in<br />
preparing the financial statements.<br />
lntemal control<br />
Ihe Combined Code requires the Board to maintain a sound<br />
q6tem oJ internal control, to revierrv rts effectircness, and to report<br />
to shareholdeE that it has done so. This extends the prwious<br />
requirement ccn€ring internal finarKial controls to those contol<br />
policies and procedures relating to significant business, operational,<br />
compliance and other rsls. Guidance on this section of the<br />
Combined Code was published in September 1999 in /ntemal<br />
Control: Guidance for Dr
The Board is responsible for the Groupb system of internal<br />
control, and h6 revrq €d the effectiveness of the Groups slFtem<br />
of internal finanaal control as it operated during the year The<br />
full Board meeb regularly throughout the year and the matteG<br />
specifically resen€d for ib approval ensure that the Dirccto6<br />
maintain control over significant strategic, financial and<br />
compliance rEtte6. ?re q6tem of contols can provrde only<br />
reasonable and not absolute assurance against material<br />
m isstatement or loss.<br />
lnvestor relations<br />
The Executive Directors regularly hold discusions with individual<br />
institutional shareholden and analysB and, in addhion, there<br />
are general presentations after the half-year and annual results.<br />
lndividual shareholders have the opportunity to question the<br />
Chairman and other Directo6 at the AGM, and the Diecto6<br />
meet informally with the shareholdea after the AGM.<br />
The Group has an established organisational structure whh<br />
dearly defined lines of responsibility and reporting. lhe Board<br />
has devolred to orecutive management the responsibilrty for<br />
the implementation and maintenance of the Groups s)/stem<br />
of internal frnancial control. Each busines unit operates in<br />
accodance wth manuals that dictate policies and procedures<br />
applicable, in common, to all of the Groupb unib.<br />
the Group operates a comprehensive annual planning and<br />
financial reportrng process and prepares both medium-term<br />
strategic planl which focus on key business risk, and annual<br />
budgeE, both of which are formally appnwed by tte Board. the<br />
Group5 performance is monitored against budget on a rnonth!<br />
basis and all significant variances are investrgated. There are<br />
defined aLnhorisatbn procedures in respect of certain matters,<br />
including capital expenditure, investments, the granting of<br />
guarantees and the use of financial instruments. The Board also<br />
receives twice-yeart a r€vrew of all material liiigation undertaken<br />
by or against the Groups companies and considen the associated<br />
risk to the Groups o€rall asset b6e and operations.<br />
The strength of an internal control s)/stem is dependent on<br />
the quality and integrity of management and staff. This integrity<br />
is reinforced by a routine compliance certificatron proces<br />
throughout the Group, under vvfiich key executi\,€s and managers<br />
confirm their compliance whh the Gr@ps polichs and prccedures.<br />
The internal audit function operates as one Groupwide<br />
department, which monitoE and supports the internal financial<br />
control q6tem and reports both to the Audit Committee and the<br />
GroupS senior management. The respon$bilities of the internal<br />
audit function indude recommending impro€ments in the control<br />
environment and enzuring compliance with the GroupS procedurs<br />
and policies. The Audit Committee re/io/ys the risk assesment<br />
and audit plan prepared by the internal audit department.
Directors' Report<br />
for the year ended 3l March 2000<br />
The Chairmans Statement, the Business Revtews and the<br />
Financial Revisr in this Annual Report together contain details<br />
of the principal operations of the Group and their resulb during<br />
the year as well as likev future de€lopmenb.<br />
Wamer EMI Music<br />
On 24 January 2000, the Company and Time Warner lnc.<br />
announced their intentron, subject to shareholder approval,<br />
regulatory clearance and the satisfaction of certain other<br />
conditions, to combine their respectile music busineses to form<br />
Warner EMI Musrc. The apprwal of the Companyb sirareholders<br />
to the propo6al will be sought at an E;rtraordinary General<br />
Meeting which is expected to be held on 26 June 2000,<br />
Regulatory clearances and certain other conditions remain<br />
outsanding as at the date of this Report.<br />
Share capital<br />
changes in the Companys st''are capital during the year are set<br />
out in Note 25 on page 53.<br />
Employment policies<br />
The Group3 decentralised organietion empo\ €rs local<br />
manag€ment, encouraging them to make the best decisions on a<br />
timely, but informed, basis. Responsibility for employnrent matters<br />
therefore rests primarily with each business operation under the<br />
general umbrella of EMI Group5 policy and procedure guidelines.<br />
EMI Group companies are committed to the maintenance of<br />
a \ lork environment free of discrimination on the grounds of<br />
gender nationality, ethnic or racial ongin, non-job-related disability<br />
or marital status.<br />
Detailed information on the proposed combination will be<br />
set out in the Listing Partrculars which are expected to be posted<br />
to slEreholde6 on 2 June 2000. tf the combinaron is comdeted,<br />
the Company intends to change its financial period end to<br />
31 December with effect from 31 December 2000.<br />
Dividends<br />
An intedm dMdend of 4.25p per Ordinary Share was paid on<br />
3 March 2000. The Board is recommending a final dividend of<br />
'11.75p per Ordinary Share, making a total of 16.0p (1999: 16.0p).<br />
The final dMdend will be paid on Monday, 2 kober 2000 to<br />
Ordinary Shareholders on the register as at the close of business<br />
on Monday, 4 September 2000, with the shares going exdMdend<br />
on Tuesday, 29 Augun 2000.<br />
sub6tantial shareholders<br />
As at 18 May 2000 the Cornpany had been notified of the<br />
follo,ving interess in iE Ordinary Shares of 30lo or more:<br />
The Capital Grdp Companies, lnc. 37,127 ,310<br />
&,4€3228<br />
Janus Capital Corporation<br />
Merill Lynch & Co, lnc. group of<br />
companies including<br />
Mercury Asset Managernent Limited 57 ,929,030<br />
Prudential plc Aroup of companies 30,239,983<br />
Putnam lm€stment Management, lnc. and<br />
__nrelutnam<br />
Advisory company, Inc.<br />
3:il1ffi;.?,,:H,:l"rf.?';"13!8<br />
<br />
<br />
<br />
<br />
V" oI<br />
capital<br />
held<br />
4.71<br />
5.14<br />
ln keeping with the Groups goal of continuing to develop an<br />
open and two-way communication process, the Chairman has<br />
initiated a series of all+mplqpe communications. ln additron,<br />
an +mail baed process has been deeloped to encourage dircct<br />
feedback to indMdual employees on their questions regarding<br />
the Groups policies and busines isues.<br />
lnformation on share options granted to emplqlees is gtwn in<br />
Note 25(ii) on page 63.<br />
Supplier payment poliqy<br />
The Company negotiates payment terms with ib suppliers on<br />
an indMdual bais, with the normal spread being payment at the<br />
end of the month folloruing delirery plus 30 or 60 day5. lt is the<br />
Companys policy to settle the terms of payment wtren agreeinq<br />
the terms of each transaction, to ensure that the suppliers are<br />
made aware of the terms, and to abide by them.<br />
The number of days' purchases outstanding at 31 March 2000<br />
is calculated at 24 days (1999: 18 days).<br />
Charitable and politi@l contributions<br />
charitable, sponsorship and fund-raising activities canied out<br />
during the year within the Group contribr"rted some f 1.7m<br />
(1999: f2.8m) to charitable organisations and communities<br />
aound the uorld. These included UK charitable donations<br />
amounting to f0.5m (1999: fl.7m). No political contributions<br />
were made (1999: fnil).<br />
7 .35<br />
3.83 Research and development<br />
Research and darelopment is the responsibility of the Groups<br />
on research and<br />
?8:#iture
Directors<br />
lhe present Diectors of the Company are namd on page 24.<br />
All served as Directors throuqhout the year, other than<br />
Mr M R Jackson and Mr A J Bates, vvho v\€re appointd on<br />
19 October 1999 and 1 January 2000 r6pecti\€ly.<br />
sir Colin Southgate and sir Peter Walte6 ceased to be<br />
Directors at the condusion of the 1999 Annual General Meeting<br />
held on 16 July 1999. Mr S P Duffy served as a DiEctor up to<br />
31 December 1999 when he resigned.<br />
Mr E L Nicoli, who succeeded Sir Colin SouthgEte 6 Chairman<br />
on 1 6 JuV 1999, retires by rotatron pu6uant to Article 1 l2(A) at<br />
the Annual General Meeting and, being eligible, offers himself<br />
for re€lection.<br />
Mr Bates and Mr Jackson both retire at the Annual General<br />
Meeting puBuant to Article 1 12(B) and, being eligible. offer<br />
themselves for election.<br />
No Director had a material interest in any contract of significance<br />
subsisting at the end of or during the year involving any Group<br />
company, other than those who have a service contract and<br />
Mr Bert vvho has an option to purchae, at fair market value, the<br />
house in Los Angeles provided to him rent-free by the Group.<br />
Details of Directo6' interests in the shares of the Company are set<br />
out in the Remuneration Report on paqes 35 and 35.<br />
Auditors<br />
Ernst & Young have expressed their willingness to continue in<br />
office as auditors and resolutions proposing their reappointment<br />
and authonsng the Directo6 to determine their remuneration<br />
wll be put to the Annual General Meeting.<br />
Annual General Meeting<br />
The 2000 Annual General Meeting of the Company will be held<br />
at 1 1.30am on Friday, 21 July 2000 at the Hotel lnter-Continental<br />
London, 1 Hamilton Place, Hyde Park Corner, London Wl. The<br />
Notice of the Annual General Meeting accompanies this Annual<br />
Report. ln addition to the ordinary businEss ol the meeting,<br />
reiolutions will be put to shareholdeG giving authority to the<br />
Directors to allot shares, to disapply pr€mption rights and to<br />
purchase the Companys own shares. Further explanations of<br />
ihese matten are provided in the letter to shareholden that<br />
accompanies the Notice.<br />
By Order of the Board<br />
C P Ashcroft<br />
Secretary<br />
22 May 2000
Remuneration Report<br />
for the year ended 31 March 2000<br />
Remuneration poliqy<br />
EM|S remuneration policies reflect the need to attract, retain<br />
and motivate top calibre international management in the context<br />
of remunera{on leyels and practices in the international music<br />
and entertainment industry many of vvhich are set in the USA.<br />
Remuneration packages for senior executiues are designed to<br />
create a strong link bet\eeen reward and performance, with<br />
emphasis on longeFterm returns to strareholders and linkinq<br />
incentiles to objectrre measum of perfornrance. Leds and=<br />
forms of remuneration are tailorcd to the different marketplaces<br />
in which the Group compet6, and recognise the importance<br />
of creatrve talenL as \ €ll as the fact that Music fublishing and<br />
Recorded Music are distlnct marketplaces.<br />
The remuneration packages of the Executive Directors are<br />
designed to help them attain, and encourage them to retain,<br />
long-term interests in the Companys shares, and to align their<br />
interes6 with those of the shareholden. Performanc+related<br />
ehmenB represent a significant proportion, currently about<br />
one-half to twqthirds, of their total annual remuneiatron<br />
opportunity<br />
Remuneration Committee<br />
the Board has delegated to the Remuneration Committee<br />
apprwal of the remuneration and emplqment terms of the<br />
Executile Directors and other senior executi!€s, induding pension<br />
righ$ and any compensation paymen6.<br />
'lhe Committee consists entrely of the Non€xecutive Directors.<br />
tt is chaied by Sir Dominic Cadbury the Deputy Chairman and<br />
senior independent Non-executirc Director. Sir Dominic succeeded<br />
Sir Peter Walters who retired follorving the 1999 AGM. The nam6<br />
of the memben of the Committee are listed on page 24. 'lhe<br />
Chairman is inMted to attend the Committees meetinos on<br />
matteG other than those concerning himself.<br />
The Committee has access to advice from internal souKes and<br />
seeks external advlce as and when it requires. ln addition, to assist<br />
it in monitoring the leyel and mix of remuneration packages, the<br />
Committee has access to a number of music and general industry<br />
remuneration surv€J,s, both lo(al and international, co€rinq a<br />
range of companies. lhe Committee takes into account faitors<br />
such as the nature, size, complexity and international profile of<br />
those companies relative to EMl.<br />
Elements of rem uneration<br />
Bae sahry and funefis<br />
the Executte Directors' base salanes are set by the Committee<br />
and are normally revio,raed annually. Benefits typically include car.<br />
life asurance, disability and heahha"re plans. iri addition, follouuing<br />
his relocation to the US, the Group provides Mr Berry with a hous6<br />
in Los Angeles rent-free. Mr Berry has the optron to purchase the<br />
house at fair market value at ani trrne. He dbo receives tax<br />
equalisation payments relating to seMce in California.<br />
Details of the base elaries and benefis for individual Executive<br />
Directo6 are set out on page 34.<br />
Annual fuius<br />
As participans in EM|S Senior Executive lncentive Plan (SEIP),<br />
the Executive Directors and other senior execr.rtnes are eligible for<br />
an annual bonus based on profit performance targets set by the<br />
Remuneration Committee for the Group or indivrdual busines<br />
units. Performance is measured by reference to a demanding<br />
F,ryet Fofit level alvvhich the target award is earned, and a<br />
maximum profit l*elat which the maximum award is earned.<br />
Target and maximum awards are calculated as a percenbge of<br />
base salary or, in the case of Mr Berry and Mr Bandier, as cash<br />
amounts. Any cash bonus earned is paid immediatet oi at the<br />
executves request, is made in the form of a defened share<br />
award. During defenal, the shares do not earn dividends but, to<br />
encourage_shares to be held, the number of shares is increased by<br />
one-third if defened for three years and by twethirds if deferred<br />
for at least six yea6. These increases are iricluded in reported<br />
remuneration only at the end of the applicable defenal period.<br />
For the year to 31 March 2000, the bonus opportunity at target<br />
and maximum performance respectively was 40% and 8oo/o-of<br />
base salary for both Mr Nrcoli and Mr Bates. The performance<br />
targ€t for Mr Nicoll was related to the Groupb profit after tax.<br />
Re{lectrng Mr Bates' dual oles, his performance targets partly<br />
related to Recorded Musicb profit after interest and in pan to<br />
Group profit after tax. Mr BerryS bonus opportunity for the<br />
year was US$1,000,000 at target and US$2,000,000 at<br />
mglrmgm performance, whilst Mr Bandie6 opportunity was<br />
US$900,000 at target and US$1,800,000 at maximum<br />
performance. Their performance targets related to the profit<br />
atter interest achieved by Recorded Music and Music publishinq<br />
respectvely. Details of the bonuses achieved during the year by<br />
indMdual Executile Directo6 are set out on page :+.<br />
Long-Hm incffitives<br />
Executive Directors and other senior executtv6 are also normallv<br />
eligible each year for performancerelated share awards under ihe<br />
SEIB calculated a< a percentage of base salary Each year,s award<br />
vesb at the end of a three-year performance period. the number<br />
of sham released depending upon Group or business unit<br />
performance against profit targeb for the three-year peiod set<br />
by the Remuneration Committee. In certain circumstances, for<br />
example upon a change of control, awards may be released<br />
before the normal vesting date. As with the anhual bonus, to<br />
encourage long-term interests in the Companys shares, executives<br />
may opt to defer the share award for a further threeyear period,<br />
with the number of shares being increased by onethird ai the<br />
end of the deferral period.<br />
ln the case of the Executile Directors, relede of the share award<br />
is subject to a further performance requirem€nt related to the<br />
Groups_Total Shareholder Return, i.e. share price growth plus the<br />
value of dividends paid. For the award to be released, EMIS Total<br />
Shareholder Return must have at least equalled the median of<br />
those companig that comprised the ffSE 100 at the start of<br />
the threeyear performance cycle.<br />
Share awards to the Executive Directo6 are noted in the tables<br />
on pages 34 and 35, but are included in reported remuneration<br />
only on release at the end of the three.year performance cycle.<br />
The cunent potential value of the performance-related share<br />
awards at target and maximum performance respectively is<br />
600/o and 120o/o of base salary for both Mr Nicoii and Mr Bates.
ln place of the normal oredapping annual share awar& based<br />
on threeyear performance cycles, Mr Berry and Mr Bandier harre<br />
been granted onetime share awards under the SEIP of 1,000,000<br />
and 650,000 shares respectively. these awards wll be released<br />
at the end of a fouFyear performance penod ending on 31 March<br />
2002, the number of shares released depending upon the releuant<br />
business units performance against aggregate profrt grcMith<br />
targe6 o€r the four-year performance period. Release of these<br />
share awards rs also subject to the Total Shareholder Return test<br />
applicable to b€GJtive Dircctors. ln certain arcumsbnces the<br />
awar& may be released before the wsting date, for example on<br />
termination of the executives employment agreement beca$e<br />
of breach by EMl, or follodng a change of control. The awards<br />
lapse il prior to the \€sting date, the executi!€ resigns voluntanly<br />
or his employnent agreement is terminated by the Goup for<br />
cause (as defined in the contract). The Committee consideB that<br />
these on+time share awards reinforce the primary focus of the<br />
business units' top management to achie!€ growth in profis orer<br />
the long run, as well as providing a strong incentive for them to<br />
remain with the Group.<br />
As described in l.lote 15 on page 54, entrtlements to<br />
performancerelated and restricted share awar* under the SEIP<br />
are met from shares purchased in the maket and held by the<br />
EMI Group General Employee Benefit Trust, and therefore do not<br />
dilute shareholders' equity.<br />
While the Executive Directors novv participate only in the SEIB<br />
awards remain ouBtanding under former incentirre plans as<br />
detailed in previous yea6' Annual Reports. The Executi!€ Dirccto6'<br />
share interests arising from the SEIP and the former incentile plans<br />
are noted on page 35.<br />
fiestntted #pres<br />
Mr Berry and Mr Bandier have been granted rcstncted share<br />
awards under the SEIP of, respectively, 725,000 and 350,000<br />
shares. These shares will vest at the end of the fouFyear period<br />
to 31 March 2002. Ihe awarcls are in lieu of addhional base salary<br />
and are not subject to performance requirements. lhe aim of<br />
the awards is to bnng Mr Beny's and Mr Bandier's basic annual<br />
remuneration into line with competiue practice in the usA, where<br />
both executives are based, whilst aligning their interests more<br />
closely with those of the shareholders and providing them whh<br />
a stong incentile to remain with the Group.<br />
Mr Nico{i ha been granted a restricted share award under the SEIP<br />
of 65,000 shares, whidr will ven on 31 March 2002. The award<br />
provides Mr Nicoli with a replacement for lost potential value from<br />
emplqtee share incenti\€s operated by his prwious employer and<br />
is not subject to performance requiremenb.<br />
The restricted share awarch of Mr Nicoli, Mr Berry and Mr Bandier<br />
will lape if, prior to the !€stlng date the o€cutive resigrs<br />
voluntarily or his employment agreement is terminated for cause.<br />
All or part of the awar* may also vest before the planned !€sting<br />
date in certain circumstances, including if the executives<br />
employment agreement is terminated without cause, or upon<br />
a change of conuol. lhe rcstricted share award of Mr Bates will<br />
vest pro rata to the number of rnoritf|s elapd betv\,€en 1 January<br />
2000 and 31 December 2002 if he leares the employrnent of the<br />
Groups music interests.<br />
Since these restricted share arards of Mr Berry Mr Bandier and<br />
Mr Bates are in lieu of base salary a proportion of their value is<br />
included in reported remuneration eadr year, aren though in<br />
certain circumstances the awards may lap6e or be releaed before<br />
the vesting date. A proportion of the restricted share award of Mr<br />
Nicoli is also included in reported remuneration each year, even<br />
though it tm could lape or be released before the vesting date.<br />
Share optias atd shate apryeiation igh5<br />
The Executive Directors and other senior executives who<br />
participate in the SEIP are no longer generally eligible fo the grant<br />
of options under the Executive Share Option kheme. The UKbased<br />
Executive Directon are entrtled, hororer; together with all<br />
other eligibh emplq€es, to appv for optionl nornnlly annually,<br />
under the SavingeRelated Share Option Scireme (ShareSare).<br />
The Executive Directors' share opttons and share appreciation<br />
righG arising from grants in respect of preuious yean or under<br />
prwious incentive schemes are noted on page 36. Executive<br />
share options are normally exercisable betvwen three and ten<br />
years from the date of grant and, if granted on or after 25<br />
August 1995, only if performance targeb set b/ the Remureration<br />
Committee are met. The target set for these options relate6 to<br />
the Groups Total Shareholder Return. The aggregate exercise price<br />
of ouStanding o
Remuneration Report (cont nued)<br />
Reflrement benefits and contnbutbns<br />
The UK-based Executive Directo6 are executive membeB of<br />
the UK Pension Fund, which provides them. on normal retirement<br />
at age 60, with a pension of up to twGthirds of base salary<br />
Members contribute 4% of base salary On death there is a spouse<br />
pension of two-thirds of the member's pension (ignoring the<br />
impact of any exchange of pension for a lump sum on retirement),<br />
plus child allowances if applicable. An early retirement pension<br />
may be paid on leaving on or after age 50, but the pension is<br />
reduced by t/:o/o for each month that pension staris earlier than<br />
aqe 60. Subject to the Company5 consent, the reduction applied<br />
may be les.<br />
Up to age 65, the whole of a pension in payment is guaranteed<br />
to increase by LPI (the lc ,,r'er of the prer'ious yea/s increase in the<br />
Retail Prices lndex or 5%). After age 65, the pension in excess of<br />
the Guaranteed Minimum Pension or GMP (that part of the<br />
pension which replaces the State Earninqs Related Pension) is<br />
guaranteed to increase by LPl, while that part of the GIVP which<br />
6uilt up since 6 April 1988 is guaranteed to increase by the lower<br />
of the previous yearg increase in the Retail Prices lndex or 3%.<br />
For thoe joining the UK Pension Fund after 31 May 1989, the<br />
'Cap' (as defined in the Finance Act 1989) limits salary for pension<br />
purposes to f91,800 from 6 April 2000 (1999: f90,600). 'lhe<br />
Company therefore makes contributions to a separate defind<br />
contribution plan vvhich provides additional benefits to those<br />
affected by the Cap. Executive Directo6 affected by the Cap and<br />
the after-tax value of contributions, expressed as a percentage of<br />
base salary in excess of the Cap, which the Company paid to the<br />
defined contribution plan in respect of them were:<br />
MrELNicoli 33.42%<br />
MrAJ Bates 33.90%<br />
MrSPDuffy 21.00%<br />
Mr Bandier participates in EMI Musicb U5 defined contribution<br />
plans, which aim to provide a pension at normal retirement date<br />
of 50% of pay. Contnbutions to the plans were 14o/o and 24o/o ol<br />
pay by Mr Bandier and the Group respectively. Consinent with US<br />
practice, pay forthis purpose includes the value of annual cash<br />
bonuses under the SE|P<br />
Transfer values are calculated on a basis that assumes the pension<br />
would b€ dravvn at the earliest date where no reduction would<br />
apply and wrth allcnrrance for future pension increases (both<br />
before and after pension commences) to reflect the past practice<br />
of granting increases greater than those guaranteed.<br />
The Executive Directo6' retirement benefits and contributions during the year were as follows:<br />
Executive Directors' retirement<br />
and contributions<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Sir Colin Southgate (resigned 16 July 1999)<br />
<br />
<br />
<br />
<br />
<br />
Orreoors LOLF lo "<br />
, onUnuarron ol lS ltpenton ol .onmhnlorll 6 d ?$n ol $e tund\ strong hrDr
Service contracts<br />
The Board considers that. in the light of competitive practices<br />
in the global entertainment industry, it is not appropriate for the<br />
Company to comply with the principle in the Combined Code<br />
that one-year notice periods or contract terms be set as a firm<br />
objective for Executive Directors. Howevet the Company intends<br />
to continue its current practice of providing contracts normally<br />
terminable on one years notice for those Executive Directo6 to<br />
whom industry competitive practices do not directly apply.<br />
The Remuneration Committee endoEes the principle of mitiqation<br />
of loss on early termination of a service contract. lt also recognises<br />
the advantage of service contracts including an explicit calculation<br />
of compensation payable upon early termination, other than for<br />
misconduct or in other circumstances justifying summary<br />
termination. However, it is the Committees policy that where a<br />
service contrad provides such a calculation, it should also include<br />
an explicjt obligation to mitigate and to offset earnings from<br />
alternative employment against all or part of the compensation<br />
payment.<br />
Mr Nicoli has a service contract terminable on one years notice,<br />
except that the notice period from the Company is increaed<br />
to two yea6 up to 30 April 2001. Following a change of control<br />
of the Company the notice period from the Company will be<br />
at least two years.<br />
ln the light of competitive music industry practice, Mr Berry Mr<br />
Bandier and Mr Bates have service contracts which allow the<br />
employer to terminate the contract at any time without notice,<br />
with a specified severance payment (broadly, base salary, benefits<br />
and target bonus for two years) being payable on termination by<br />
the employer without cause or by the executive for good reason<br />
(each as defined in the contract). However, there is an express<br />
obligation on the executive to mitigate, and any earnings from<br />
alternat've employment during the year following termination are<br />
offset against the severance payment; for Mr Bates, this period<br />
of one year commences 12 months after termination. ln other<br />
circumstances, the executive must give one years notice of<br />
termination. Following a change of control of the Company,<br />
Mr Berry and Mr Bandier are entitled to terminate their service<br />
contracts after a one-year transitional period and to receive a<br />
severance payment as if they had terminated the contract with<br />
good reason. Mr Bandier's contract also provides for its automatic<br />
expiry on 31 March 2003.<br />
Any compensation payable to Mr Nicoli on early termination of<br />
his service contract would be sublect to a requirement to mitigate,<br />
except that in the case of termination following a change of<br />
control of the Company, the first years compensation would<br />
not be subject to this requirement.<br />
Non-executive DirectoB<br />
Fees for Non-executive Directos were increased during the year<br />
for the fir:l time in four yean. Each Non€xecutive Director receives<br />
a basic fee, which, {ollowing the increase. is nor,rr inclusive of all<br />
committee memberships. Sir Dominic Cadbury receives a further<br />
amount in respect of his addrtional duties and responstbilittes in<br />
his capacity as Deputy Chairman and senior independent Nonexecutive<br />
Director. Ms O'Donovan also receives a further sum<br />
for chairinq the Audit Committee. The level of these fees is set<br />
by the Board and the Non-executive Directors take no part in<br />
the discussion and do not vote on the matter. The Non-executive<br />
Directors do not pafticipate in the Companys incentive, share<br />
option or retfement plans. nor do they have service contracts, but<br />
each appointment is subject to review at least every three years.<br />
Formation of Warner EMI Music<br />
lf the proposed combination of the Company5 music business<br />
with that of Time Warner. to form Warner EMI Music, is<br />
implemented the malority of the options granted under the<br />
Companys share option schemes will become exercisable for<br />
a limited period of time, and share awards under the SEIP will<br />
become vested. Further information on these and other matters<br />
related to Directors' remuneration will be given in the Circular and<br />
Listing Particulars relating to the proposed combination which are<br />
expected to be posted to shareholders on 2 June 2000.
Remuneraton Report (continued)<br />
Remuneration details<br />
Annual reynurffiaticr-t"<br />
86e<br />
salary<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Sir Graham<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Exdud€6 t"ti€rr€nt conrihnirE (s€e table on palp 32) rd tte vdue of 5tlale a iBrG ceaing to be cortjngErt 6 Rported in the table shown belo\ /.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Rer.lunenticn fian gior yes,r iare awat& @ing to b contingent
Compny's Odinary Sharc of l4p wh"b,<br />
As at<br />
<br />
3lM.rdl2m<br />
Totrlrha6 ofwt.n<br />
h€ld Oft€ro<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
lhe Comp€rll^ R€girler of Diecto6' lnielEsls is avaihble for il6pe
Remuneration Report (contrnued)<br />
Dirxtors' share optans ovu Ordirnry<br />
5har6 of 14p each"o<br />
Dale Exercr€<br />
Eanted _<br />
po.e<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
K M Berry<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
M N Bandier<br />
<br />
<br />
<br />
<br />
;;i" i;;;;-;ta;',ilh" JGr"*r dia n"o" onry ex;ros€d orienaropto., towhrh,t reraes<br />
6r*arv_tn" *." liik tt" uOi,jsr'r*r Ua o..n und vlhld) cnn only be exsos€d wth and on fie s.m€ termt as th€ orignaroptro.r rt relales<br />
"t,f "ui"<br />
<br />
Appo,;r€d cha,n'nan D€5lgBte I Mary 1999<br />
a.m^rtrl 1 L.n'Dtu 2m0<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Directots' share appreriatnn righa"<br />
<br />
<br />
<br />
<br />
<br />
<br />
Sha€Prce 3l Mardl<br />
exeKrs€ al exercE€ 2m0<br />
23 )uly <br />
<br />
<br />
<br />
7 December <br />
<br />
22 July <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
;"il,;fi;<br />
<br />
<br />
<br />
<br />
<br />
;" .;; in;"- ."in i""**'r o"ie e,c Gd ,n b Fe equar udrir€). dnd no 'dre,<br />
rhdn rp yedq r-on FF ddre sranred tro saFs aee q,drred or rap\Fd 'n trY ved<br />
".]n"<br />
wtrh rhe (DF .r(e r rtF da€ of exelcls€ ol dr 5ARt<br />
R€lgned 16 JuV 1999. SARS €main outstanding unl 3r July2000.<br />
Res'gred 3r D€emlFr 1999<br />
Dale ol
Auditors'Report<br />
Report of the Auditors to the members of EMI Group plc<br />
We have audited the financial statements on pages 38 to 69<br />
which haw been preparcd under the historical cost con€ntion<br />
and on the basis of the accounting policies set out on pages<br />
4 and 45.<br />
Respective responsibilities of Directors and Auditors<br />
EMI Group plc! DirectoB are responsible for preparing the<br />
Annual Report. As described on page 26, this includes<br />
responsibility for preparing the financial staternents in accordance<br />
with applicabh United Kingdom law and accounting standards.<br />
our responsibilities, as independent audito6, are established in<br />
the United Kingdom by statne, the Auditing Ptactices Board,<br />
the Lining Rules of the United Kingdom Usting Authonty and<br />
by our profession3 ethical guidance.<br />
We report to tou our opinion as to whether the financial<br />
statements give a true and fair veu/ and are properly prepared<br />
in accordance with tre Companr€s Act. We also report to you<br />
if, in our opinbn, the Di€ctors' Repon is not consinent with<br />
the financial statemens, if the Company has not kept proper<br />
accounting records, if we hale not receiwd all the information<br />
and explanations ue require for our audit or if the information<br />
specified bv larv or the Lining Rules regarding Directo6'<br />
remuneration and transactions with the Company is not disclosed.<br />
We revrs,v whether the Corporate Gc /€mance Statefi€nt on<br />
paqes 25 to 27 reflecb the Companys compliance with the ss/en<br />
provisons of the combined Code pecified fo our reuiaru by tlre<br />
iJnited Kinqdorn Listing Authority, and we report ff it does not.<br />
We are not required to consider whether the Boardb statements<br />
on intemal control corer all risk and controls, or form an oprnion<br />
on the effectrcness of either the Company's corporate<br />
golernance procedures or its risk and control procedures.<br />
Basis of audit opinion<br />
We condrrted our audit in accordance wittt Auditing Standards<br />
issued by the Auditing Practices Board. An audit includes<br />
examination, on a test basis, of eviderrce relevant to the amounts<br />
and drrlosures in the financial statements. tt also indudes an<br />
assessment of the significant estimates and.iudgemens made b/<br />
the Directors in the preparatinn of the financial statemenB, and<br />
of whether the accounting policies are appropriate to the Groups<br />
ciKumstances, consistently applied and adequately disclosed.<br />
We planned and performed our audit so as to obtain all the<br />
informatron and explanations which vre consideted necessary<br />
in oder to prwde us with sufficient evtdence to give reasonable<br />
assurance that the financial statements are free from nntenal<br />
misstatement, vvt€ther caused by fraud o other inegularity<br />
or enor. ln forming our opinion vre also eualuated the overall<br />
adequacy of the presentation of information in the financial<br />
staternents.<br />
Opinion<br />
ln our opinion ttre financial statemens give a true and fair viaru<br />
of the state of affaiB of the Company and of the Group as at<br />
31 March 2000 and of th€ profit of the Group for the year tt€n<br />
ended and hare been properly prepared in accordance with the<br />
Companies Act 1985.<br />
Emst & Young<br />
Reginercd Auditor<br />
London<br />
22 May 2000<br />
We read the other information contained in the Annual Report,<br />
induding the Corporate Go€rnan€e Statement, and consider<br />
whetlrer it is consistent wifl the audited financial statements.<br />
We consider the implications for our report if we become aware<br />
of any apparent missbternents or matenal inconsistencies with<br />
the financial statemens.
Turnover:<br />
<br />
Less: ioint \enture turnclrer<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Share of operatrng profit in jont \€nture <br />
<br />
Mnoperating orceptional hems:<br />
(losses) profiE on businesses di+osed of or terminatd<br />
of fxed asset im,Estrnent<br />
<br />
<br />
<br />
<br />
<br />
Finance<br />
Group (including asociated u ndertakings)<br />
.l,oint \,enture<br />
<br />
Taxation on<br />
<br />
<br />
<br />
<br />
<br />
<br />
Earnings/baic EPS<br />
Adjustmenb:<br />
Operaing excefiional itenr<br />
Nonoperating exceptional items<br />
Amatbation of Soodrv l and m6ic copyrights
Y..r rrd.d 3l M{dr 2q!<br />
EMI Grotrp (odrrdiE H \r' Mdia Oo(p pld<br />
8eiorc<br />
€repdond<br />
€!.ep6ond<br />
itenEand<br />
it€lrlsad<br />
<br />
<br />
<br />
<br />
EMI Gqp GdudirE lilvlv N,leda G'oup pld<br />
8€fo8<br />
Exapdd'd<br />
icnEand<br />
ibn6 and<br />
<br />
€Epltcrd<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Year erdd 3l li,ladr 2000<br />
Fer *Ere<br />
<br />
\b e.ded 31 Mani lgp<br />
per<br />
{lae
Balance Sheets<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Current assets<br />
Stocks<br />
Debtors: arnounb falling due within one year<br />
Debtors: arnounts falling due after more than one year<br />
lnvestments: liquid funds<br />
Cash at bank and in hand and cash deposis<br />
CreditoB: amounts falling due wthin one year<br />
Bonowngs<br />
Other creditors<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Bono/tdngs<br />
Other creditoa<br />
Provisions for liabilhies and charges<br />
Defened taxation<br />
Other provisions<br />
lnvestments: joint venture (HMV Media Group plc)<br />
Share of gross assets<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Capital and reserves<br />
Called-up share capital<br />
Share premium account<br />
Capital redemption reserve<br />
Other reserves
Statement of Total Recognised Gains and Losses<br />
<br />
<br />
<br />
<br />
<br />
<br />
translation - oint venture<br />
<br />
<br />
<br />
Reconciliation of Movements in Shareholders' Funds<br />
for the year ended 31 March 2000<br />
Opening shareholders' f unds:<br />
As reported<br />
<br />
DMdends (equM<br />
Other recognised gains (bsses)
Net cash inflow from<br />
<br />
<br />
Interest received<br />
lnterest paid<br />
lnterest element of finance lease payments<br />
<br />
returns on investments<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Purchase of music copyrights<br />
Purchase of tangible fxed assets<br />
Sale of tangible fixed asseS<br />
Purchase of investments: own shares<br />
Purchase o{ other fixed asset investmenb<br />
Sale of other fxed asset investmenb<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Purchase of further investment in joint venture<br />
Purchase of associated undertakings<br />
Loans made to associated undertakings<br />
Disposal of asociated undertakings<br />
Purchase of busneses net of cash acquired<br />
Defened consideration paid<br />
Disposal of businesses<br />
Defened consderation received<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Management of liquid resources<br />
Financng:<br />
Ne\rr' loans<br />
Loans repaid<br />
element of finance leases<br />
<br />
lncrease
R€corrilbtion of group operatirE profit to .€t c6h inffo,\, frorn operating activities<br />
Gro+ operatirg gofit<br />
Deprecirlbn dtaqe<br />
Arnortisatlx durge:<br />
Music copyrighb<br />
G@drvill<br />
FD@d 6et wite (bacld dovm<br />
Atno.Jnb pro|/i(k<br />
Rwbiqs utilised:<br />
Dispcab and fundannntal reorganisatbm<br />
Ottter<br />
(lnqea6e) deo€6e in uo*irq capital:<br />
Stock<br />
Htols<br />
Cleditols<br />
Net<br />
---_---6<br />
t'bcr frn fm<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
5.1<br />
os.0)<br />
7
Accounting Policies<br />
Basis of preparation<br />
The consolidaed finanoal statements are prepared under the<br />
historical cost convention and in accordance with applicable<br />
accounting standards. The resufs for the years ended 31 March<br />
2000 and 31 March 1999 represent continuing operations.<br />
The geographical segmen6 shq,'rn in llote t ha\€ been re/ised to<br />
reflect rnore accurately the way the business is currently managed.<br />
The prior-par comparatrves hale been restated to reflect this.<br />
Basis of consolidation<br />
The consolidated financial statements comprise the accounts of<br />
the Company and its subsidiaries. the resuls of all subsidiaries are<br />
taken from therr accoun6 made up to 31 March. The resuls of<br />
subsidiaries, joint ventures and asociated undertakings disposed<br />
of or acquired during the year are included up to, or from, the<br />
date that control pass6.<br />
Changes in accounting policies and presentation of<br />
financial information<br />
The Accounting Standards Board isued the {ollowing Financial<br />
Reporting Standard effectrve for the CompanyS year ended 31<br />
Mirch 2000: FPSIS - Tangible Fixd Asse6. lhis standard was<br />
ad@ted by the Group Wth effect from 1 April 1999 and has had<br />
no material impact on the accounB as transitional anangements<br />
have been adopted. Addibonally, a naau accounting policy for<br />
na,v media holdings, as detailed below, has been applied during<br />
the year.<br />
Foreign currencies<br />
Transaictions denominated in foreign currencies are recorded<br />
at the rates of exchange ruling at the date of the transaction.<br />
Monetary asse6 and liabilities denominated in foreign cunencies<br />
are retranslated into sterling either at year+nd rates or, where<br />
there are related forward foreign exchange contracb. at contact<br />
rates. The resuhing o(hange differences are dealt with in the<br />
determination of profrt for the financial year.<br />
On consolidation, a\erage exchange rates hale been used to<br />
translate the resulB of overseas subsidiaries, joint ventures and<br />
associated undertakings. The assets and liabilities of cwerseas<br />
subsidiaries and associated undertakings are translated into sterling<br />
at year+nd rates.<br />
Exchange differencs arising from the retranslation at year€nd<br />
exchange rates of:<br />
(i) the opening net investment in o/erseas subsdiaries, joint<br />
lenttjres anid associated undertakings and foreign currency<br />
bonor,rurngs in so far as they are matched by those overseas<br />
investments; and<br />
(ii) the resulb of o/erseas subsidiaries, Joint venturcs and<br />
associated undertakings,<br />
are dealt with in Group reserves.<br />
Tumover<br />
Turnover represents the invoiced value or contracted amount of<br />
gmds and services supplied by the Company and is subsdiaries.<br />
Turnoer excludes value added tax and similar sales-related taxes.<br />
Pension cosE<br />
Pension cosb, which are determined in xcordance with<br />
Statement of Standard Accountrng Practice 24 - Accounting<br />
for ftnsrbn CosB (SSAP 24), are charged to the profit and loss<br />
account so as to spread the cost of pensions over the woking<br />
li\es of the employees within the Group. Valuation surpluses or<br />
deficlts are amortised wer the expected remaining working life<br />
within the Group of the relevant emplqpes (6tjmated to be 8 years<br />
in respect of the UK). The amortisation of valuation surpluses<br />
is rcstricted to an amount equal to the regular pension cost.<br />
Accordingly, emplqpr expense in respect of the main scheme,<br />
which covers employees in the UK. has been taken as nilfor<br />
each of the two yeam ended 31 March 2000 for reasons of<br />
conservatism.<br />
Joint ventures and associated undertakings<br />
Where the Group has an in€stment in an entrty which is sufflcient<br />
to give the Group a participating interest, and over vvhich it is in<br />
a posrtion to exercise significant influence, the entity is treated as<br />
an associated undertaking and is rcounted for using the equity<br />
method. Entities in vvhich the Group holds an interest on a longterm<br />
basis and which are jointly controlled by the Group and one<br />
or more other parties under a contractual anangement, are<br />
treated as joint ventum and are accounted for using the gros<br />
equity method.<br />
fhe resutts of joint \€ntures and associated undertakings are taken<br />
from their accounts made up to 31 March or such earlier date (not<br />
prior to 31 December)which represents their financial period end<br />
as adjusted for.material items that have occuned in the<br />
rntervenrng penod.<br />
Goodwill and other intangibles<br />
Goodwill and recorded catalogue intangibles arising on<br />
acquisitions made after 31 March 1998 are opitalised and<br />
amortised c €r their expected useful life, principally restricted<br />
to 20 vea6, in accordance wth FRS10. They are revis/'/ed for<br />
rmpairhent at the end of the finl {ull iinancial year follorrurng<br />
acquietion and in other penods if orens or changes in<br />
ciromstances indicate that the carrying value may not be<br />
recoverable.<br />
Goodwill arising on acquisitions made before 31 March 1998<br />
has been charged directly against shareholders' funds in the year<br />
of acquisitron and is included within the profit and loss reserve,<br />
yet sebarately identffied within the reserves note. This goodwill will<br />
iemaiir in reirves until, on the disposl or closure of any business,<br />
the profn and loss account includes a charge in respect of the<br />
good\,,/ill prs/iously witten off against shareholders' funds on<br />
the acquisition of the business.
Music copyrighB<br />
Music copyrigh$ purchased prior to I April 1989 were witten<br />
off against shareholders' fun& on acquisition. Copynghts rquired<br />
as a resuh of acqusitiors on or after 1 April 1989 are capitalised<br />
as intangible assets in the Group balance sheet, and are arnortised<br />
by equal annual amounts o/er not morc than 20 yean, other than<br />
in exceptional circumstances when sufftcient ongoing impainr€nt<br />
tests can be perfonned to support a useful economk life of over<br />
20 years. Where a useful economic life of up to 20 years has been<br />
adopted, copyrights are revia,,ued for impairment at the end of the<br />
first full financial year follcM/ing acquisition and in other periods if<br />
sr'ents or changes in circumstances indicate that the carrying value<br />
may rot be recolerable.<br />
Advanc6 to artists<br />
Advances to artisb and repertcite oivners ale assessed and the<br />
valte of the unrecouped portion to be induded in debtors is<br />
determined ry the prospecb of futuc recoupment based on<br />
past sales performance, ornent popuhrity and pro.iected sales.<br />
Leased a$eb<br />
Assets held under finance leases arc induded a tangible fixed<br />
assets at their estimated purchase cost and depreciated cner their<br />
oeected useful lives, or c /er the primary lease period, whicharer<br />
is shortw. The obligations relating to finance leases (net of finance<br />
chargs allocated to future periods) are induded under bonorauings<br />
due within or after one year, as appropriate. Operating lease<br />
rentals are charged to the profit and loss account on a straightline<br />
bais orer the lease term.<br />
Depreciation of tangible fixed aseB<br />
Depreciation of tangible fixed assets is cakuhted on cost at rates<br />
estimated to wite off the cost less the 6timated residual value of<br />
the relEr'ant asseb ry equal annual amounts o€r their expected<br />
useful lives; effect is given, where necessary, to commercial and<br />
technical obEolescence.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Stocks<br />
Stocks and wok in progress are statd at the lo^/er of cost<br />
and net realisable value, less progms payrnents on uncompleted<br />
contracts and prwisions for expected losss. Cost includes<br />
manufactunng o€*rea& wtere appropriate.<br />
Provisions<br />
FRS12 - Povigont Conttue/],t As5€B ard Cqtiryent Liabilitis,<br />
was adopted with effect frorn 1 April 1998.<br />
Ta€tion<br />
The Company ha undertaken to dirharge the liability to<br />
corporation tax of $e majority of is wholt o/vrEd UK<br />
subsidiaries. Their UK tax liabilities are therefore deatt with<br />
in the accounb of the Company.<br />
<br />
Deferred taxation is calculated using the liability method in respect<br />
of timing differences arising primarily from the difference between<br />
the accounting and tax ueatrnen$ of depreciation. Provision is<br />
made, or recoery antrcipated, vvhere timing differences are<br />
oeected to re€rse without redtrement in the foreseeable future.<br />
Financial instruments<br />
Any premium or disco.rnt associated with the purchase of intetest<br />
rate instruments is amortised oer the lffe of the transaction.<br />
lntercst receipts and paymens are accrued to match tl€ net<br />
income or cost with the related finance expene. No arnounB<br />
are recognised rn respect of future periods.<br />
New media holdings<br />
Holdings in nan media companies that arise as a consequence of<br />
licensing, distnbution and other simihr deals wrth such companies,<br />
are canied at cost, which is typicalh/ minimal. lncome from these<br />
holdings, net of cosB, is only recognised when recenred as cash<br />
and is treaed as other operating incorne. The cosb relating to<br />
frese investrnenB are held within debtors until being recognised<br />
with the relaed incorne.
Notes to the Financial Statements<br />
for the year ended 31 Nilarch 2000<br />
l. seqmental analyses<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
2m0<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
By clas of business:<br />
Recorded Music<br />
Music tublishing<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
and amortisation#<br />
Group operating prof it.<br />
<br />
<br />
<br />
<br />
By origin:<br />
United Kingdom<br />
Rest of Europe<br />
North America<br />
Asla<br />
Other<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Group <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
By class of business:<br />
8y origin:<br />
t\,4usic PublEhing<br />
Ott€r (HlW Media Group pld<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Operating asseb
2. Analwis of profit and los account <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
- normal <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net operating expenses are anal\6d as:<br />
<br />
<br />
<br />
- normal<br />
<br />
<br />
- exceptional items and gmdwill <br />
amortrsation<br />
<br />
Other operating income pnncipally comprises the GroupS share of income from joint maketing arrangements, income from entering<br />
into manufacturing and distribution anangemen8, net patent income and income from nevr media inr,estments, including<br />
musicmaker.com f24.7m (1999: f nil).<br />
3. Operating profit<br />
operatrng profit is stated after charging:<br />
Amortistion of music copyrights<br />
Amorti-tion of goodwill<br />
Deprecration of tangible fixed asets<br />
Operating lease rentals:<br />
Property<br />
Plant, equipment and vehicles<br />
Research and development expenditure<br />
Year 2000 costs<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
4. Fees to auditon<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Details of each Directors remuneration, compensation for loss of office, pension entitlemenb, long-term incentive scheme intemb and<br />
share options are included in the Remuneration Report on pages 30 to 36.
Notes to the Financial Statements (con nued)<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Bank balances<br />
Other<br />
<br />
<br />
Joint venture finance<br />
<br />
<br />
<br />
<br />
The Group holds various financial instrumens in order to nEnage intergt rate risk. Details of thoe financial instrumen8 held at the year<br />
end are given in Note '19.<br />
<br />
<br />
<br />
<br />
Taxation on pofit on ordinary activities:<br />
United Kingdom:<br />
Corporation tax<br />
Advance corporation tax vvntten back<br />
<br />
O€rseas taGtion - cunent year charge<br />
O€rseas taction - prior year adjustrnent<br />
Nened taxation:<br />
United Kingdom<br />
Oerseas - cunent year charge<br />
Overseas - prior year adjustment<br />
Associated underlakings' taxation:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Overseas<br />
<br />
<br />
<br />
<br />
<br />
<br />
The charge for taxatron has been reduced by r-rtilisation of tax losses of f0.1m (1999: f0.1m).<br />
There is no unprovided defened taction aristng in the year.
(Losses) profib on businesses disposed of or temlnated.<br />
Profit on of fixed asset in€stment - GWR <br />
*0@s) piofib on busin€5s6 di?o*d o{ or temirEFd idude fnil (1999: fnil) of good,vil vvdsen bad in th€ y€f,<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The attributable ta)€tion charge relating to non{perating exceptional items is fnil (1999: f 1.5m).
l',lotes to the Financjal StatemenB (continued)<br />
<br />
<br />
Basic earnrngs per Ordinary Share is calolated as follovvs:<br />
Earnings<br />
<br />
Weighted a€r4e number of Ordinary Shaes in isue<br />
<br />
<br />
<br />
<br />
<br />
Eamings<br />
Adjusted weighted a!€rage number of Ordinary Shares<br />
<br />
<br />
Adjusted earnings<br />
WbQhted ar,rerage number of Ordinary Shares in isue<br />
<br />
<br />
Adjwted eaming<br />
Adjusted \ €ighted alerage number of frinary Shares<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Adjtrted eaming per Odinary Share cakuhtions are based on earnings before the impact of both operating and nonoperating<br />
exceptional items and amortiition of goodwill and musk mpyriqhs. ihey are indudeil a thev prwiile <br />
a b&er understjndinq 6<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Co6t at 31 March 1999<br />
Curency etrarulation<br />
Acquisition of hsinesses<br />
Additions<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Cost at 31 Mardr 1999<br />
CurEncy rcfandatbn<br />
<br />
<br />
<br />
<br />
Cunency retranslation
Group<br />
Cost at 31 March 1999<br />
Cunency retranslation<br />
Acquisition of businesses<br />
Disposal of businesses<br />
Reclassfication<br />
Additions<br />
<br />
Cunency retranslation<br />
Disposal of businesses<br />
charge for year<br />
Asset write-back<br />
Reclasification<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Group<br />
Ihe net book values shonin above include the follouuing:<br />
Long-term leasehold ProPertY<br />
Short-term leasehold ProPertY<br />
Finance lease assets<br />
Assets in the cou6e of construction<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Company<br />
<br />
<br />
<br />
<br />
<br />
and transfers
Notes to the Financial Statements (continued)<br />
14. Fixed asset investment<br />
ln!€stmenb comprise:<br />
Subsidiary undertakings<br />
Joint venture (HMV Media Group pk)<br />
Associated undertakings<br />
Other fixed asset in\,estrn€n$<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
lnvestments in<br />
<br />
<br />
transfers and other mc r'emen8<br />
<br />
Details of sgnfficant zubsidiary undertakings are set out in Note 34.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
taken to resen€s <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Theprwisionoff1.0mrepresenbtheeliminationoftheGroup!shareofunrealiseapro@<br />
Company<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Company holds inrestments at cost, less provisions for diminution in value,
Fixed 6seb<br />
Current assets<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
At 31 March 1999<br />
CunerKy retranslation<br />
Additions. and ns/l/ loans<br />
Net profits after tax<br />
DMdends<br />
and reclasifications<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
*Total corsid€ralion on pudr* of asodrt d undertakirE6 conprir€. c61s ard lo€.8 tc{aling f9.6.n (1999: f0.9rn).<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Company holds investments at cost, less prwisions for diminution in value.<br />
<br />
<br />
<br />
and redasifications
Notes to the Financial Statements (continued)<br />
15. lnvestments: own shares<br />
The EMI Group General Employee Benefit Trust (EBT) was established to hedge the future obligations of the Group in respect of shares<br />
awarded under the Senior Executrve lncenti\€ Plan (SEIP), the EMI Music Long-Term lncentive Plan and other sharebased plans. The<br />
Trunee of the EBI ENy'l Group Trustees (Guernsey) Limrted, purchases the Companys Ordinary Shares in the open market with financing<br />
provided by the Company, as required, on the basis of regular revrs/l6 of the anticipated share liabilities of the Group. The EBT has,<br />
since December '1998, waved any entitlement to the receipt of dividends in respect of all of its holding of the CompanyS Ordinary<br />
Shares. The EBT3 waiver of dividends may be revoked or varied at any time.<br />
The cost of the shares expected to be awarded under each plan is amortised wenly over the period from the onginal grant of the<br />
particular award to the time of vesting. This is normally a period of not less than three years.<br />
Group and Company<br />
<br />
<br />
<br />
Amortisation in the<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Raw matenals and consumables<br />
Work rn progress<br />
<br />
<br />
<br />
<br />
Finished qoods 29.8 35 6 -<br />
rotal 39F -<br />
17. Debtors<br />
Due within one year:<br />
Trade debtors<br />
Amouns c'\ /ed by subsidiary undertakings<br />
Amounts owed by associated undertakings<br />
Amounts owed by joint venture (HMV Media Group plc)<br />
Corporate taxation recoverable<br />
Other debton<br />
and accrued income<br />
<br />
Corporate taxation recoverable<br />
Other debtors<br />
and accrued income
l8'Bot*in9t<br />
6fr;<br />
-*t<br />
20m r9e9 2m 1999<br />
Long-term bonorivings<br />
Loans<br />
Finance les<br />
within one<br />
<br />
<br />
<br />
<br />
<br />
Loans and cverdrafts<br />
Finance leases<br />
Short-term element of<br />
Liquid funds:<br />
lnvestments: liquid fun*<br />
Cash at bank and in hand and caslt<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Long-term bonorvtngs include f62.6m (1999: f41.0m) of bonoivinE repayable within one year, which are drawings under long-term<br />
comhitted facilities and, therefore. have been clasified as such.<br />
Under their banking anangernenb, o€rdraft and cash balances of the Company and of certain subsidiaries are pooled or offset and<br />
oossguaranteed. Such pooling and offses are reflected in the Group balance sheet as appropriate.<br />
Group bonoruings indude f4.8m (1999: f5.7m) which is secured on asse8 held under finance leases.<br />
Maturity analvsis of lonq-term bonowinqs<br />
Arnouns falling due after more than one year are repayable as follow:<br />
Betlveen one and two years<br />
Between tvvo and fi\,€ years<br />
After five yean:<br />
By instalments<br />
Other
Notes to the Financial Statements (continued)<br />
19. Derivatives and other financial instruments<br />
The Group has excluded all short-term debtos and creditom from the following disclosures, other than curency exposures.<br />
(i) lnterest rate risk profile of the financial liabilities of the Group<br />
Sterling#<br />
US dollar<br />
Yen<br />
Euro<br />
Swedish krona<br />
Danish krone<br />
Other<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Wbighted aver.ge<br />
Weigtn€d av€(aqe period for whidr<br />
interest.ate rate k fixed<br />
% Yea6<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
At 3l Mardl2m0<br />
Finaftial<br />
Fixed rate liabiliti€s on<br />
finarrial v'fikh no<br />
liabilitjE intergt is paid<br />
fm fm<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Werght€d a\€€ge<br />
Weiqhted a\€raqe p€rin forwhich<br />
intefed rate rate i5 i,€d<br />
% Yea6<br />
<br />
<br />
<br />
<br />
<br />
Floating rate financial liabilities comprise bank borowings and the proceeds of the US$500m issue of l Gyear Guaranteed Notes<br />
swapped to floating rate funding. Due to the strong performance of EMI Recorded Music in Japan and restrictions under the terms of<br />
the operating agreement with Toshiba (the minority partner), the Group has financial assets (excluding short-term debtors) which include<br />
f84.5m of bank deposits in Yen. The Group also has f54.5m o{ bank deposits in the UK arising from short-term timing differences<br />
spanning the year end, associated with operating cash requiremenb. The Group has no other individually material financial assets. All<br />
floating rate financial liabilities and assets bear or earn interest at rates fixed in advance by reference to the applicable bank reference<br />
rate in the relevant country for periods ranging from oruernight to sx months.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The figures shown in the tables above take into account various interest rate and cunency vuaps used to manage interest rate risk<br />
and the currency profile of financial liabilities. Further protection from interest rate movements is provided by interest rate caps and<br />
collars. See Note 19 (vii) for further details of interest rate caps, collars and swaps.
19. Derivatives and other financial instruments (continued)<br />
(ii) Currency exposures<br />
As explained on page 21 in the Financial Review, the Groupb objecti\es in managing currency exposures arising from its net investments<br />
oveEeas (ib structural currency exposures) are to maintain appropnate levels of bonor'vings by currency to hedge partially against currency<br />
depreciation. Gains and losses arising from these structural currency exposures are recognised in the statement of total recognised gains<br />
and loses.<br />
The table below sho\ /s the Groups cunency exposures, being those trading asseb and liabilities (or non-structural exposures) that give<br />
rise to the net curency gains and losses recognised in the profit and loss account. Such exposures comprise the monetary assets and<br />
monetary liabilities of the Group that are not denominated in the operating (or 'functional') cunency of the operating unit involved,<br />
other than certain nonsteding borrovvings treated as hedges of net investments in overseas operations. These exposures were as follorus:<br />
<br />
Functional ofiency of Grdrp operation<br />
Net for€ign orency monetary 6rets (liaLtlitie.)<br />
Yen Arm Oher<br />
Sterling<br />
US dollar<br />
Yen<br />
Euro<br />
Other<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
fl€t foEign o]n€ncy rno.Etary ass€E (Ebilitj€s)<br />
Yen Eub Othd<br />
fm fm fm<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
(iii) Maturity of financial liabilities<br />
'lhe maturity profile of the Groups financial liabilities, other than short-term credrtors such as trade creditors and accruals, was as follo\ /s:<br />
<br />
<br />
<br />
<br />
In one year or less, or on demand<br />
In more than one year but not more than tvvo yea6<br />
ln more than two yea6 but not more than five yea6
Notes to the Financial Statements (continued)<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
conditions<br />
had been rnet at that date urere as follows:<br />
Expiring in one year or les<br />
<br />
Expiring in more than one year but not more than two years<br />
<br />
<br />
<br />
<br />
Fair values of financial asets and financial liabilities<br />
<br />
<br />
<br />
<br />
<br />
Primary financial instrumenb held or issued to finance the Group3 op€rations:<br />
Short{erm bonolvings and cunent porton of long-term bonorvings<br />
Longterm bonor/ings<br />
Liquid tun*<br />
Oher fi nancial liabilities<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
instrumenB held to manage the interest rate and currency profile:<br />
<br />
lnterest rate caps and collars<br />
Currencv lvaDs and forward<br />
<br />
<br />
<br />
<br />
Financial asseB:<br />
Financial assets - listed in!'estmen$<br />
Financial asets - other<br />
'lraftet rdter ha€ been ured to detefiine fair !alu6.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Long-term bono\,vinE i$ude q US$500m Guaranteed Notes issue (book value f311.0m) with a fair value of f321.8m. fhe majority<br />
of other bono\ /ings and liquid funds are short-tem in nature and book values approximate to fair values. The market value of list
19. Derivatives and other financial instruments<br />
(viD Financial instrumenb<br />
lnterest rate agreement<br />
To manage interest rate risk, the Group has enterd into certain interest rate cap, collar and swap agreen€nb, which 6 at 31 March<br />
2000 were a follovrrs:<br />
Teminalon capped<br />
<br />
<br />
dats<br />
rae<br />
lntercst rate collars:<br />
US dollar<br />
Euro<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
lnteregt rate svvaps:<br />
Euro - pay fixed rate and receilfe floatng rate<br />
<br />
<br />
Yen - pay fixed rate and recet\e floating rate<br />
<br />
<br />
rate and receive fxed rate <br />
Exchange rate agreements<br />
To mana=qe exdraiqe rate risk on intra{rdp funding, the Goup has entered into certain cunency swap6 and forward foreign cunency<br />
<br />
<br />
<br />
<br />
<br />
<br />
Canadian dollar<br />
US dollar
Notes to the Financial Statements (continued)<br />
20. Cash, liquid resources and financing<br />
lhe follouuing definitions have been used:<br />
fash: Cash in hand and deposits repayable on demand if available within 24 hours wthout penalty and rncluding overdrafE.<br />
Liquid resources: Investments and deposits, other than those included as cash, which are readily conlertible into linown amounts of cash.<br />
Financing: Bonowings les overdrafb which have been treated as cash.<br />
of movement in the in the vear ended 3'l March 2000<br />
<br />
Cash lloe<br />
<br />
fm<br />
<br />
<br />
<br />
<br />
<br />
Cash at bank and in hand<br />
<br />
<br />
<br />
<br />
<br />
Debt due within one year<br />
<br />
<br />
Finance leases<br />
<br />
<br />
<br />
<br />
lnvestmenE:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
of movement in the<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Cash at bank and in hand<br />
Overdrafts<br />
<br />
Debt due within one year<br />
Finance leases<br />
lnvestmen8:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Cash floru on financing of f24.7m is split between new loans of f(628.4)m, loans repaid of f867.8m and capital elemeni of fin-arrce<br />
leases repaid of f 1.3m.<br />
lnvestments: liquid f unds<br />
Cash at bank and in hand and cash deposits<br />
Borrowings due within one year<br />
due after more than one<br />
<br />
<br />
<br />
<br />
<br />
14u'd<br />
fimnarg<br />
fm
21. Other creditors: amounb<br />
Trade credrtors<br />
Royalties and fees payable<br />
Amounts c ,rr'ed to subsidiary undertakings<br />
Amounts owed to associated undertakings<br />
Corporate talction<br />
Other tax6 including VAT and social secuflty costs<br />
DMdend payable<br />
Other creditors<br />
Accruals and defened income<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
due after more than one<br />
Amounb c^/ved to subsidiary undertakings<br />
Coeorate taxation<br />
Defened consideration payable<br />
Accruals and defened incorne<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
23. Deferred taxation<br />
<br />
<br />
<br />
<br />
<br />
Excess of accumulated taxation allcMr'ances o\€r<br />
depreciation provided against tangible fixed assets<br />
<br />
<br />
<br />
Mcvemenb during the year:<br />
At 31 March 1999<br />
<br />
<br />
Currency retranslation<br />
<br />
<br />
<br />
<br />
<br />
No prwision has been made for further taxes which could arise if subsidiary or associated undertakings are disposed of or if overseas<br />
compani6 \ /ere to remit dividends to the UK in excess of those anticipated in these accounE; it is considered impracticable to estimate<br />
the amount of such taxes.<br />
The Company has undertaken to discharge the liability to corporation tax of the maprity of its wholly orvned UK subsidiaries; their<br />
defened tax liabilities are therefore dealt Wth in the accounts of the Company.<br />
There is no unprwided defeaed tax liability as at 31 March 2000.
24 Other fo\riidrs for liabilities and darg€s<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
At 31 [radr 1999<br />
Cualency ret"arrhion<br />
Provi$r6 utili-d<br />
Chatged against:<br />
Operaing profit<br />
ExcQtbnal iEm6<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Ttre perEim ptovtiorE aise in oeisea onpar$es in espect of sbb dsr€s ad emplqBes o,ered ry fu Gtu.pg unfr.rnded sdefis.<br />
<br />
Trading pro\,isir6 indude oyalty axtt ard othe uading goislns daged throtAh operating pofit befote elaeptiond itefiE, ard<br />
rcsfiwhiirE and r€oqanisdbn poisions dtilged tuough operating ecptiond iFfits.<br />
Rovisions rxillsed rdating to re5uucturirE ard teqgadsation prttl/isiorE in the ch flofi indude f2.9rn Sera agairEt $e EMI Mt6k<br />
restwudng porisi:n set up in ffm.<br />
Rovi$ns utilised relating to cfi$Gab and ftndanEntal rcorganbatixr in the c6h flo,v indude f l.sm spent agair6t d*6d ptqii0r6<br />
set up in pr€r,i)s years.
25. Share capital and strare premium account<br />
Group and Company<br />
<br />
<br />
<br />
<br />
<br />
<br />
B Shares of 1 14.5p each 479.8 479.8<br />
Defened shares of 0 0005p each<br />
17.5 17.5<br />
656.1 656r ,0.4 r 10.2<br />
(i) Ordinary Shares in isue<br />
<br />
<br />
<br />
<br />
At 31 March 1999<br />
Sham isued during the year on the exercise of options:<br />
Executive Schemes<br />
<br />
<br />
<br />
<br />
<br />
<br />
Options to subrscribe for the CompanyS Ordinary Shares were outsanding as folloan (adjusted for the 1992 righb issue, the <br />
and the 1997 share capital reorqanisation, vvhere<br />
becniw StB€ Optidr sd'ernet<br />
1995 sclcfi)€<br />
SavinggRelaEd<br />
sharc Ofiirn klrme<br />
l99t SdEn€<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
December 2009
Notes to the Financral statemefts (contrnued)<br />
25.Share capital and share premium account (continued)<br />
(iii) Share premium account<br />
The principal elements that make up the Company3 share premium account qrose as follouis:<br />
GrouP and ComPanY<br />
yea'- anlne !m<br />
Conve6ions to ordinary Shares of 7% Convertible Redeemable Second<br />
Cumulative Preference Shares 1992/99 of f1 each<br />
A placing of Ordinary Shares linked to the offer for Thames Television<br />
lssue of Ordinary Shares on exercise of subscription rights of wanants originally<br />
attached to 77s% bonds due 1992; and<br />
the transfer from other reserves in respect of amounb paid for the warrants exercised<br />
lssue of Ordinary Shares on conversion of Convertible Unsecured Loan<br />
Stock to fund the acquisition of Virgin Music Group<br />
lssue of Ordinary Shares on conversion of 5%% Guaranteed Redeemable<br />
Preference Shares 2004 of THORN EMI capital NV<br />
Share capital reorqanisation (inc. isue of Redeemable Preference B Shares)<br />
otler_ isues of Ordinary Shares<br />
Balance at 31 March 2000<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
At 3l t\4arch 1999<br />
Currency translation<br />
Goodwll adjustments:<br />
Joint venture<br />
subsidiary undertakings<br />
Profit attributable to members oi the<br />
Holding ComPany<br />
Equity dividend<br />
Minority interest adjustment<br />
Tran#er of realised reserves<br />
<br />
<br />
<br />
<br />
fm<br />
<br />
<br />
<br />
<br />
fm<br />
<br />
<br />
<br />
<br />
@respectofisshareofpost-acquisitionretainedlo5se5ofjointVentUresandassociatd<br />
undertakings.<br />
Other reserves of the Company relate to a special reserve which reflects the share premium account reduction of July 1988 and<br />
unrealised profits on disposl of investments.<br />
In accordance with the exemption permitted by 5230(3) of the Companies Act 1985, the profit,and los account of the Company<br />
is noi separately presented. fhe pr6fit attributable to shareholders, dealt with in the accounts of the Company, is f739.4m<br />
(1999: f 157.4m).<br />
The Group profit and loss reserve includes f 1,454.5m (1999. fl,4A.7m)in respect of goodwill previously wntten off<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Group<br />
<br />
<br />
Other
28. Financial commitmen8<br />
Group<br />
<br />
<br />
<br />
<br />
Capital expendhure: Contracted<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Land and buildings:<br />
Expiring in the first year<br />
Expiring in the second to fifth years indusive<br />
<br />
<br />
<br />
<br />
<br />
Expiring after the fifth }€ar 4.2 4.3<br />
Total<br />
<br />
<br />
Plant, equipment and vehicles:<br />
Expiring in the first year<br />
Expiring in the second to fifth years inclusive<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
-
Notes to the Financial Statements (continued)<br />
30. Pension arrangements<br />
is the EMI Group Pension Fund ('the Fund'). Staff engaged outside the UK are covered by local anangments whch, in the case of the<br />
Group xhemes, are largely of the defined contribution type. Ihe asseb of EMI GroupS pension schemes are held mainly in separate<br />
trustee-administercd f unds.<br />
'The Fund is based in the UK and is of the defined benefit type. lhe Fund is open to all permanent employees over the age of 18<br />
employed by the Company and certain subsidiaries in the UK. BenefiB provided by the Fund are-based on final pensionable pay.<br />
pensiohs payable from theFund are guaranteed to rncrease by 57o per annum, or by the cost of living ff less. Membe6 contribute<br />
to the Fund at th€ rate of 4olo of pensonable pay.<br />
the latest available actuarial valuation of the Fund was made by a qualffied actuary as at I April 1997 using the projected unttmethod.<br />
At that date, the market value of the assets of the Fund was taken to be f809.8m. The actuanal value of the asse$ was sufficient to<br />
couer 121% of the value of the benefils ttrat had accrued to the members, after allowing for asumed increases in earnings. Part of the<br />
surplus disclosed by the 1997 valuation was allocated towards a reduction of employer contributions Hc,vv the long-term rate. the<br />
balance being carried fon,uard as a reserve in the Fund.<br />
Emplqpr expense in respect of the Fund has been calculated in accordance with Statement of Standard Accountinq Practice 24 -<br />
aciot inting tor ftnsion Coss (SSnp Za). On the basis of actuarial advice, it is calculated that the emplqpr expense would represent.<br />
a oedit toihe profit and loss account on full application of SSAP 24 principles. Hou,ever, for reasons of conservatism, such expense has<br />
been taken as nil for the two years ended 3'l March 2000. The long-term fnancial assumptions used to calculate employer expense<br />
under SSAP 24 are shown belcuu:<br />
G.o\^/th €hi€ to nvestrEnt ,elum<br />
Rate of imrestment return<br />
Rate of pay increas€s<br />
Rate of pension increases<br />
Rate o{ dMdend go\^/th<br />
Theselates included allo,,uance for the effects of the tax credit changes introduced b/ the Finance (Nlo. 2) Act 1997<br />
8.0olo P.a.<br />
6.0% p.a.<br />
3.5o/o P.a.<br />
4.5o/o p.a.<br />
EmplqEr contributions of fl2.9m (1999: f l 1 .6m) were charged to the profit and loss account. These contributions pnmarily related<br />
io 6ueiiias schemes aM were determined in rcordance whh local practice. Other post retirement bene{it e\penses of f1 .1m<br />
(1999: fnil)uere also charged to the profit and los account.
31. Purchase of businesses<br />
Acquisitions during the year indude Windswept Pacific copyrights, Hit & Run Music Publishing, Pelago (an ftalian music publishing<br />
company), Ccalian (a US recorded music company), Be's Songs (a Eelgian music publishing company) and No6ke Gram (a Norwegian<br />
recorded music compalry), The com,bined fair value to the Group is as {ollo/vs:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Earnout liabilities paid<br />
Provisions for future earnout liabilities<br />
Deferred consideration payable<br />
Net cash consideration<br />
<br />
<br />
__,Sgle4dlg6rderatigqrqllable eldllcqeaqsqlpre4qSls<br />
Cash consideration<br />
Net cash acquired<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net cash consideration 149.1<br />
The adjustments to book value of f 1tr.1m weE m-ach to bring the vatuaiion of ttre asses xquired in tine wittr tfre Croups<br />
accounting policies.<br />
<br />
<br />
<br />
Fair value to the Group (beiore cash acquired)<br />
Earnout provrsrom utilised or vwitten back<br />
Goodwill<br />
The qoodwill includes f 15.9m of capitalised goodwill and f(2.3)m relating to prior-yeaa' acquisrtions which has been witten back to<br />
reserves. Adjustments to goodwll written off to resenres arise on adjustments to estimates of future earnout liabilitre for prior-yea6'<br />
acquisitions.<br />
All acquisitions ha!,e been accounted for using the acquistion method.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
(2q.0)<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
?? l-ricrwrcrl n{ hr rcina
Notes to the Financral Statemen6 (continued)<br />
?? Ralafa.l rrarlv tran
Joint venture<br />
in\€stment of the share<br />
venture6 at 31 March 2000 was as follovr:<br />
<br />
tcounuy of in(oeoralitn Tt€ UK rd Canada ale the Fnopal .oirnitie! of @er.litl<br />
At 31 March 2000, the Group and Company held a 42.55olo equity stake comprising: 4l .10,o/o of the _Ordinary<br />
Shar6; '1007o of the<br />
;B: i.i;;A Odil;ry itrirer 5nA none df thir 'q Preferred Ordinary Shares; 18.087o-of the Senior 'A Preference Shares; and 49.15o/o<br />
of the Junior Prefereirce Shares in HMV Media Group plc.
Five Year Summary<br />
Resutb<br />
Turnover:<br />
EMI Music<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Other businesses<br />
operatiom<br />
<br />
<br />
Discontinued operations -<br />
OpeAiinqndii: --<br />
EMI Music<br />
Other businesses<br />
- Gntinting operatidns ffi<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Share gl assoclates operating_profrt 0.8<br />
Total operating profit before exce[fional -<br />
items and amortisation<br />
<br />
<br />
<br />
<br />
Operating exceptional iterm (4.0)<br />
_AprtiSqon of goodMll and m(-6k cogf'ghb (34.6)<br />
280.5<br />
Non{perating exceptional items:<br />
Fundamental reorganisations and restructuring<br />
Profits (losses) on businesses disposed of<br />
or terminated (9.9)<br />
ProfiB (losses) on disposal of fixed ass€ts
Operating assets<br />
Music copynghts<br />
Goodr/ill<br />
Property, plant, equipment and vehicles<br />
Rental equipment<br />
Fixed asset investments<br />
lnvestments: orun shares<br />
Stock and debto6, excluding taxation<br />
and interest<br />
Credrtors and prorsions, excluding taxatton,<br />
dMdends and interest payable<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net bonowings<br />
t'.let cash inflouu from operattng actMties<br />
Caphal expenditure:<br />
Fixed assets (continuing operations)<br />
Fixed assets (discontinued operations)<br />
Rental equipment<br />
I91iL !a!'ta!gP9!ttt!re _<br />
Earnings per Ordinary Share:<br />
Basic<br />
Adjusted diluted<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
27 .3p 21 .9p 24.1p<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Dividend cover<br />
<br />
Several nsau accounting siandads have been adopted Wth effect from 1 Apnl 1998 (FRS 9 to FRS14) and, where appropriate,<br />
comparatN€ r6ulb hale been rstated to reflect the resuhing changes in accounting policies and presentation of information.<br />
Signfficant changes were made to the financing structure of the Group as part of the demerger, making the Group resutts difficuh to<br />
compare year on year as resulB ior the Thorn business are included for the full year in 1996, up to demerger in 1997, but o(cluded p6t<br />
demerger. Cornparatire results for EMI & HMV excluding the Thorn busines are given for 1996 and 1997.<br />
Folloruing the disposal of HMV on 28 March 1998, in accordance with FR53 discontinued operations includes HMV Thorn is included<br />
as discontinued operations - demerged business.<br />
The share capital reorgnnisatron tmk place on 21 July 1997 and eamings per share and dividends per share for the years ended 31<br />
March 1996 and 1997 ha,e been restated to reflect the preliminary reorganietion elements to enable meaningful comparisons<br />
to be made.
lnvestor lnformation<br />
<br />
<br />
<br />
<br />
<br />
outside the UK).<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Llqlds TSB Registrars<br />
Qu6tions about shareholdinE, o changes of address or any<br />
other particulars, strould be sent to: tloj.rt I58 Rqgistars flearn<br />
l8), Ilr€ Atsny, V1i.uttirg, V1/st Su*t< Bl\t99 6DA UK. A<br />
helpline, available a local call rates in the UK only, operates during<br />
normal office houa on 0gl5 7125921 (+44 1g)3 833112 frcm<br />
Uoyds TSB Registran also ha!€ a v\eb6ite at:<br />
www:sharaniqttco.uk from which information can be obtained<br />
on how to regrster a change of nanc and what to do if a strae<br />
<br />
certificate is lost. Therc are also facilities to doivnload change of<br />
<br />
address, dMdend mandate and stock transfer forms.<br />
<br />
<br />
Services available to shareholders, whether they are holders of<br />
<br />
<br />
Ordinary Shares or Amencan Depositary Receipts, are summarised<br />
in a leaflet obtainable from the Company Secretary at the address<br />
shorvn h r'fialts under Gereral enquiris.<br />
<br />
<br />
<br />
<br />
Low
American Depositary Receipts (ADRs)<br />
The Company's ADRs trade on the O/er-thecounter rnarke! with<br />
one American DeposRary Share (ADS) equalling two EMI Group<br />
plc Ordinary Sham. Morgan Guaranty Trust Company of Near<br />
York is the Depositary for the Company's ADSS. Enquiries should<br />
Box A206, Boston, MA022U-2N6, b4* Tel: 1300 428 4237<br />
(toll fre in tJ}e USA) or 1 -781 575 4328.<br />
WebiE: hwwvw.adrcorn<br />
UK capital gains tax information<br />
For the purposes of UK capital gains tax, the market value of the<br />
Ordinary Shares of EMI Group plc (then knorvn as THORN EMI plc)<br />
held on 31 March 1982, as adjusted for subsequent capitalisation<br />
issuel was 4O8.1 5p per share.<br />
Environmental Report<br />
the full r,ersion of the GroupS 2000 Environmental Report will<br />
be available on the EMI web6ite at the addres sho,vn belorv. For<br />
further lnformation on this topic, please write to the Corporate<br />
Communications DepartfiEnt at the address shcwn under<br />
Genenlequiriesfulw*<br />
General enquiries<br />
General enquiries may be addresed to the Company's Corporate<br />
Communications Department at:<br />
EMI Group dc, 4 lentenden Street Hanover &uare,<br />
Ldltu1WlA 2AY UK Tel: 020 7355 4&A.<br />
W&site: hW : ilvwltul.emiyanp.can<br />
For UK capital gains tnx purposes, the base cost of EMI Goup plc<br />
Ordinary Shares acquired prior to the demerger of 19 August 1995<br />
will need to be apportioned between EMI Group plc Ordinary<br />
Shares of 25p each and Thorn plc Ordinary Shares of 25p each in<br />
the proportion 78.8 per cent to 21 .2 per cent.<br />
The base con of EMI Group plc ordinary Shares of 25p each<br />
acquired or held prior to the share capital reorganisation of<br />
21 July 1997 will then need to be apportioned between the neuv<br />
Ordinary Shares of 14p each and the former B Shares of 1 14.5p<br />
eadr in the proportion 89.4 per cent to 10.6 per cent.<br />
Analysis of Ordinary Shareholdings at 18 May 20fl)
New Media Deals Summary<br />
Arnounced deals as at 22 May 2000<br />
lnterneudot.com sites<br />
1. Musicmaker.com - A limited, exclugve licence agreement<br />
wth musacmaker for custom compilation CDs. Custome6<br />
accessing the musicmaker.com website can select tracks {rom<br />
different artisE and create their c rr'n custom compilations, which<br />
are manufactured in CD format and shipped to the customer<br />
As previously announced, EMI holds an equity interest in<br />
musicmaker.com.<br />
2. Sanity.com. - A limited, exclusrve strategic agreement<br />
with sanity in connection with Sanitys online music business.<br />
Sanity.com, the ercmmerce operation of Sanity N/usic, Australias<br />
largest music retailei will use its brand to build an ecommerce<br />
internet site and establish sanitycom as a free lnternet Service<br />
Provider (lSP). As previously announced, EMI holds an equity<br />
interest in Sanity.<br />
3. Listen.com - An in€stment in Listen.com. Listen.com is<br />
the internets comprehensi!'e directory of dor,unloadable music.<br />
Listen.coms internet music download directory helps users find<br />
music on the net that has been digitised through various<br />
technologies including Liquid Audio.<br />
4. Radiowave.com - A non€xclusive agreement with<br />
Radiowave.com to produce branded, internet{nly, radio<br />
channels. RadioWave.com creates customised interactive radio<br />
channels that provide a stream of music. artin biographies and<br />
discographies. The branded channels contain links through<br />
whah an online consumer can purchase CD' Blue Note Radio<br />
has already been created by Radiowave and EM|S jaz label,<br />
Blue I'lote Records. As prer ously announced, EMI holds an equity<br />
interest in Radiowave.<br />
5. LAUNCH Media - A non-exclusive agreement with LAUNCH<br />
to stream promotional music videos from the launch.com web6ite.<br />
LAUNCH is an internet music portal wth over 2 million registered<br />
members. The videos are free and available on demand to<br />
IAUNCHS users. As previously announced, EMI holds an equity<br />
interest in LAUNCH.<br />
6. Entertainment Boulevard^/idnet - A non-exclusive<br />
agreement wlth Entertainment BoulEr'ard (also kno,,un as Vidnet)<br />
to stream promotional music vifus from the vidnet,com web'site.<br />
Vidnet is an internet music portal. The videos are free and available<br />
on demand to Vidnets users. As previously announced, EMI holds<br />
an equity interest in Vrdnet.<br />
7. DiscoverMusic.com - A non€xclusive agreement with<br />
DiscoverMusic.com to stream 30-second samples (6Gsecond in<br />
the case of instrumentallaz and classical samples) of EMI artins'<br />
music to music retailers through the internet. As previously<br />
announced, EMI holds an equrty interest in DiscoverMusic.<br />
8. Net4Music.com - A non€xclusive arrangement puEuant<br />
to \ /hich EMI supplies advrce to Net4Music in connection wth<br />
Net4Musicb online musc business, and permits Net4Music<br />
to digitis€ and distribute electronic sheet music embodying<br />
compositions from EMI Music Publishings catalogue.<br />
2. Microsoft - A nonexclusive agreement wth Microsoft under<br />
which Microsoft has given EMI credits to encode up to 5,000<br />
music videos in Wrndows Media format. Encoded videos will<br />
reside on EM|S primary websites and will be made available<br />
by EMI to its licensees.<br />
3. Preview Systems - A non-exclusive strategic agreement with<br />
Preview, under which EMI will endone Previq,v as its preferred<br />
technology provider for the secure electronic delrvery of music.<br />
heview Systemg technology enables secure containerisatjon and<br />
distribution of digital files and integration of etransactions into<br />
retail environments. As previously announced, EMI holds an equity<br />
interest in Preview<br />
4. SuperTracks - A non-€xclusive strategic agreement with<br />
SuperTrack under which EMI will endoEe SuperTracK as its<br />
preferred provider of solutions for the secure digital distribution<br />
oi music (DDM). SuperTracks was the frrst licensee of Preview5<br />
Ziplock DDM technology for secure digital delvery and transaction<br />
handling of music. As previously announced, EMI holds an equity<br />
intercst in SuperTrack.<br />
Other new media<br />
1. IMC Promotion - An agreement with Urocket and SuperTraclc<br />
for a joint limited do,,/nload promotion an support of NECS Home<br />
Music Studio rc and SuperTracks' lnternet Music Card (lMC).<br />
Virgin Records has made available selected recordings for secure<br />
digital download over the internet. Consume6 are able to use<br />
the IMC to purchae and do\r/nload these recordings.<br />
2. BT Cellnet - An exclueve deal betvveen EMI and BT Cellnets<br />
Genie lnternet Partne6 to deliver the latest nerl6 from the wodd<br />
of pop music drrect to the UKS 20 million mobile phone users.<br />
Customers can access the Genie lnternet portal where they will be<br />
able to get exclusive ns/6 headlines on EMI artists delivered direct<br />
to their rnobile phone from the internet via free SMS text<br />
messages.<br />
3. On-Line Entertainment Network (OEN) - A non€xclusi\e<br />
strategic agreement with OEN to promote OEN! ondemand.<br />
pay-to-use online programming seMces. As previously announced,<br />
EMI holds an equity interest in OEN and in the parent company<br />
to OEN, GlobalNet S)6tems, Ltd.<br />
4. Digital On-Demand (DOD) - A non-exclusve agreement<br />
with DOD to manufacture and sell albums through DOD3 in-store<br />
kio6ks. DOD distributes digital content over high-speed proprietary<br />
net\ ork through iB interactive kiosk. vvhich are located at retail<br />
locations. lnteractive previsr/ stations alloir/ customeB to find,<br />
previs/u and select albums to purchase. Once selected, the content<br />
is burned onsite to a CD. the original packaging including corer<br />
art and album notes is also produced onsite at a high quality level.<br />
DOD recently merged with Alliance Entenainment Corp. As<br />
previously announced, EMI holds an equity inter6t in the postmerger<br />
entity.<br />
Encryption and other secure technology<br />
1. Liquid Audio - A non€xdusive agreement wth Lrquid Audio<br />
to create digitally encoded copies of EMI audio product for digatal<br />
delivery Liquid Audio is a provider of internet services and<br />
software for the secure delivery of digital content. As previously<br />
announced. EMI holds an equity interest in Liquid Audio.
Accounting Policies 44-45<br />
Acquisitons and disposals 42,67<br />
Advances to anists 45<br />
American Depositary Receipts (ADRS) 73<br />
Annual General Meeting 29,72<br />
Assets<br />
current<br />
fixed<br />
leased<br />
operating<br />
Associated undertakings<br />
Exceptional items<br />
Share capital<br />
Executive Committee<br />
and share premrum account 40.63-64<br />
Exe€utlve Directo6'<br />
Share dealing service<br />
<br />
annual bonus<br />
Shareholders<br />
base salary and benefits<br />
service contracts<br />
<br />
<br />
funds<br />
substantial<br />
<br />
<br />
<br />
<br />
long-term incentjves<br />
remuneration<br />
Shareholdings. analysis of<br />
Social Responsibility<br />
<br />
<br />
renricted shares<br />
Statement of Total<br />
retirement benefiB and<br />
Recognised Gains and Losses <br />
contributions<br />
Stocks<br />
<br />
share options<br />
Subsidiary undertakings<br />
<br />
Financial<br />
Supplier payment policy<br />
<br />
calendar<br />
Taxation<br />
<br />
commitments<br />
capital gains tax information <br />
inf ormation, presentation of<br />
deferred<br />
<br />
<br />
Treasury management<br />
<br />
<br />
Turnbull Report<br />
<br />
<br />
Turnover<br />
<br />
<br />
Warner EMI N.4usic<br />
<br />
<br />
Year 2000<br />
<br />
<br />
<br />
<br />
lnternal control<br />
lndividual Savings Accoun6 (SAs)<br />
<br />
<br />
<br />
Audit<br />
basis of opinion<br />
committee<br />
Auditors<br />
fees to<br />
Report<br />
Balance Sheets<br />
Board<br />
committees<br />
of Directors<br />
Borrowings<br />
<br />
Busines Reviews<br />
Recorded Music<br />
<br />
Music Publishing<br />
<br />
Capital<br />
lnvestments<br />
<br />
expenditure and financial<br />
fixed asset<br />
<br />
investment<br />
own shares<br />
<br />
and reserves<br />
significant<br />
<br />
Cash<br />
lnvestor<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Employee Benefit Trust (EBT)<br />
Employees<br />
Employment policies<br />
EMU programme<br />
Environmental Report<br />
Equity<br />
dividends paid<br />
shareholders' funds<br />
<br />
Reserves<br />
Results announcement<br />
Segmental analyses<br />
Senior Executive lncentive Plan<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
and employees' costs<br />
<br />
interests<br />
<br />
remuneration<br />
<br />
Report<br />
<br />
responsibilities<br />
<br />
share options<br />
<br />
see a/so Executive Directors;<br />
<br />
Non-executive Directo6<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Remuneration<br />
Committee<br />
Report
Desrgn<br />
SEA<br />
Pnnt<br />
Litho{ech<br />
Drgltal Photoqraphy<br />
John Ross<br />
Board Photography<br />
Marcus Lyon @ The Glassworks<br />
Printed on<br />
Pages I -24: Parilux Silk 170gsm<br />
Manufactured with 100% chlorinefree<br />
pulp. biodegradable and recyclable.<br />
The pulp is sourced from mills operating<br />
a strict reforestation programme.<br />
Pages 25 -76: Colorplan 135gsm<br />
Fully recyclable stock made using<br />
elemental chlorine-free pulps f rom<br />
managed forests operating a strict<br />
reforestation programme.
7/ii r,r,tr grorry