Annual Report & Accounts 2007 - Euromoney Institutional Investor ...

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Corporate Governance The Financial Reporting Council's Combined Code on corporate governance is part of the Listing Rules of the Financial Services Authority. The paragraphs below and in the Directors' Remuneration Report on pages 25 to 35 set out how the company has applied the principles laid down by the Code. During 2007, JL Wilkinson was appointed an executive director and JC Gonzalez, an independent non-executive director, was appointed as a member of the audit committee. businesses, together with the managing director and finance director. The committee is responsible for the approval of acquisitions, divestments, capital expenditure and contractual commitments below the level that the board has reserved to itself for decision, and for certain operational, administrative and other routine matters. The committee also regularly reviews and reports to the board on the performance of the group’s businesses. At least 10 meetings are held each year and other senior executives frequently attend by invitation. The company continues substantially to comply with the Code, save for the exceptions disclosed in the directors’ compliance statement on page 24. Directors The board and its role Details of directors who served during the year are set out on pages 18 and 19. The board comprises the chairman (PM Fallon), managing director (PR Ensor), 11 other executive directors and six non-executive directors. Two of the six non-executive directors are independent, one is the founder and ex-chairman of the company, and the other three are also directors of Daily Mail and General Trust plc, an intermediate parent company. There are clear divisions of responsibility within the board such that no one individual has unfettered powers of decision. The board although large does not consider itself to be unwieldy and believes it is beneficial to have representatives from all key areas of the business at board meetings. There is a procedure for all directors in the furtherance of their duties to take independent professional advice, at the company’s expense. They also have access to the advice and services of the company secretary. All directors submit themselves for re-election at least once every three years. Newly appointed directors are submitted for election at the first available opportunity after their appointment. The board meets every two months and there is frequent contact between meetings. Board meetings take place in London, New York, Montreal and Hong Kong, and in other locations where the group has operations. The board has delegated specific aspects of the group’s affairs to standing committees, each of which operates within defined terms of reference. Details of these are set out below. However, to ensure its overall control of the group's affairs, the board has reserved certain matters to itself for decision. Board meetings are held to set and monitor strategy, identify, evaluate and manage material risks, to review trading performance, ensure adequate funding, examine major acquisition possibilities and approve reports to shareholders. Procedures are established to ensure that appropriate information is communicated to the board in a timely manner to enable it to fulfil its duties. Executive committee Chaired by the company's chairman, the executive committee also comprises the divisional directors of the group’s main Nominations committee The nominations committee is responsible for proposing candidates for appointment to the board having regard to the balance of skills and structure of the board and ensuring the appointees have sufficient time available to devote to the role. The committee meets when required and comprises PM Fallon (chairman of the nominations committee), PR Ensor and four non-executive directors; Sir Patrick Sergeant, The Viscount Rothermere, CJF Sinclair, and JC Botts (independent). The committee's terms of reference are available on the company's web site. The nominations committee met during the year to nominate, for board approval, JL Wilkinson as an executive director and JC Gonzalez as a member of the audit committee. They also met to recommend to the board the re-election of directors retiring by rotation this year as set out in the Directors' Report. Remuneration committee The remuneration committee meets twice a year and additionally as required. It is responsible for determining the contract terms, remuneration and other benefits for executive directors, including performance related profit share schemes. The committee also recommends and monitors the level of remuneration for senior management and for the rest of the group. The composition of the committee, details of directors’ remuneration and interests in share options, together with information on directors' service contracts, are set out in the Directors' Remuneration Report on pages 25 to 35. The committee's terms of reference are available on the company's web site. Audit committee Details of the members and role of the audit committee are set out on page 23. On November 15 2006, JC Gonzalez (independent non-executive director) was appointed a member of the committee. The committee's terms of reference are available on the company's web site. Tax and treasury committee Details of the members and role of the tax and treasury committee are set out in the Directors' Report on page 11. Non-executive directors The non-executive directors bring both independent views and the views of the company’s major shareholder to the board. 20 Euromoney Institutional Investor PLC
The non-executive directors, whose biographies can be found on page 19 of the accounts, are: The Viscount Rothermere, Sir Patrick Sergeant, CJF Sinclair, JP Williams, JC Botts and JC Gonzalez. At least once a year the company's chairman meets the non-executive directors without the executive directors being present. The board considers JC Botts and JC Gonzalez to be independent non-executive directors. Although JC Botts has been on the board for more than the recommended term of nine years under the Code, the board believes that his length of service enhances his role as an independent director. JC Botts also holds options to subscribe for common stock in Internet Securities, Inc. a subsidiary of the company. However, the number of options held by JC Botts is not material to him or to the company. The Viscount Rothermere has a significant shareholding in the company through his beneficial holding in Daily Mail and General Trust plc and because of this he is not considered independent. Sir Patrick Sergeant has a significant shareholding in the company and in addition has served on the board in various roles since founding the company in 1969 and has been a non-executive director since 1992 and hence, under the Code, is not considered independent. The Viscount Rothermere, CJF Sinclair, and JP Williams are also executive directors of Daily Mail and General Trust plc, an intermediate parent company. However, the company is run as a separate, distinct and decentralised subsidiary of Daily Mail and General Trust plc and these directors have no involvement in the day-to-day management of the company. They bring valuable experience and advice to the company but the board does not believe these non-executive directors are able to exert undue influence on decisions taken by the board, nor does it consider their independence to be impaired by their positions with Daily Mail and General Trust plc. However, their relationship with Daily Mail and General Trust plc means they do not meet the Code's definition of independence. Board and committee meetings Board and committee meetings are arranged well in advance of the meeting date and papers covering the points to be discussed are distributed to its members in advance of the meetings. The following table sets out the number of board and committee meetings attended by the directors during 2007: Board Executive Remuneration Nominations Audit Tax & treasury meetings committee committee committee committee committee Number of meetings held during year 6 10 2 3 3 2 Executive directors PM Fallon – Chairman 6 10 – 3 – 0 PR Ensor – Managing Director 6 8 – 3 – 2 NF Osborn 6 10 – – – – DC Cohen 6 10 – – – – CR Brown 6 10 – – – – CR Jones - Finance Director 6 10 – – – 2 RT Lamont 5 9 – – – – SM Brady 5 7 – – – – D Alfano 6 9 – – – – G Mueller 6 10 – – – – MJ Carroll 5 9 – – – – CHC Fordham 6 9 – – – – JL Wilkinson* 3 9 – – – – Non-executive directors The Viscount Rothermere 2 – 2 3 – – Sir Patrick Sergeant 4 – – 0 3 – CJF Sinclair 6 – 2 3 – – JP Williams 6 – – – 3 2 JC Botts 4 – 2 3 3 – JC Gonzalez † 3 – – – 2 – * Appointed a director on March 21 2007 † Appointed to audit committee on November 15 2006 Annual Report and Financial Statements 2007 21
Page 1 and 2: Annual Report & Accounts 2007 Eurom
Page 3 and 4: Activities Financial Publishing Fin
Page 5 and 6: The problems in global credit marke
Page 7 and 8: The increase in the share of subscr
Page 9 and 10: 3.2 Key performance indicators The
Page 11 and 12: £52.7 million to £42.8 million as
Page 13 and 14: In 2007 disaster recovery and busin
Page 15 and 16: markets and products areas. The ris
Page 17 and 18: Santash before and after surgery. v
Page 19 and 20: 12. Disabled employees It is the gr
Page 21: Non-executive Directors †‡ The
Page 25 and 26: Health and safety The group is comm
Page 27 and 28: Directors’ Remuneration Report In
Page 29 and 30: Remuneration structure continued SA
Page 31 and 32: Service contracts continued Date of
Page 33 and 34: Directors’ pensions Executive dir
Page 35 and 36: Directors’ share options continue
Page 37 and 38: Directors’ interests in Daily Mai
Page 39 and 40: Basis of audit opinion We conducted
Page 41 and 42: Group Balance Sheet as at September
Page 43 and 44: Note to the Group Cash Flow Stateme
Page 45 and 46: Notes to the Accounts 1 Accounting
Page 47 and 48: 1 Accounting policies continued Pen
Page 49 and 50: 1 Accounting policies continued Sha
Page 51 and 52: 2 Key judgemental areas adopted in
Page 53 and 54: 3 Segmental analysis continued 2007
Page 55 and 56: 3 Segmental analysis continued Non-
Page 57 and 58: 6 Staff costs continued (ii) Number
Page 59 and 60: 6 Staff costs continued The company
Page 61 and 62: 6 Staff costs continued The actual
Page 63 and 64: 8 Tax on profit on ordinary activit
Page 65 and 66: 11 Goodwill and other intangibles I
Page 67 and 68: 13 Investments Investments in Inves
Page 69 and 70: 13 Investments continued Details of
Page 71 and 72: 14 Acquisitions continued Other acq
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17 Trade and other payables 2007 20
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19 Bank overdrafts and loans 2007 2
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23 Share-based payments Equity sett
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24 Statement of movement on reserve
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28 Related party transactions conti
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Company Balance Sheet as at Septemb
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Derivatives and other financial ins
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6 Intangible fixed assets Goodwill
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12 Profit and loss account 2007 200
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Five Year Record Group income state
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Financial Calendar and Shareholder
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Euromoney Institutional Investor PL
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