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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


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fr\ux tna-tL.nerao I<br />

i.re.V Faur I ,\.<br />

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her I qFest eler U5 debLrt<br />

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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 />

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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 />

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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 />

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lirg n de<br />

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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


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.]:<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 />

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<br />

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<br />

K M Berry<br />

<br />

<br />

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<br />

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<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<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

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