Annual Report & Accounts 2012 - Euromoney Institutional Investor ...
Annual Report & Accounts 2012 - Euromoney Institutional Investor ...
Annual Report & Accounts 2012 - Euromoney Institutional Investor ...
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<strong>Euromoney</strong> <strong>Institutional</strong> <strong>Investor</strong> PLC <strong>Annual</strong> <strong>Report</strong> and <strong>Accounts</strong> <strong>2012</strong><br />
www.euromoneyplc.com<br />
Directors’ <strong>Report</strong><br />
continued<br />
UNFORESEEN TAX LIABILITIES<br />
The group operates within many tax jurisdictions and earnings are therefore subject to taxation at differing rates across these jurisdictions.<br />
POTENTIAL IMPACT<br />
The directors endeavour to manage the tax affairs of the group in an<br />
efficient manner, however, due to an ever more complex international<br />
tax environment there will always be a level of uncertainty when<br />
provisioning for tax liabilities. There is also a risk of tax laws being<br />
amended by authorities in the different jurisdictions in which the group<br />
operates which could have an adverse effect on the financial results.<br />
MITIGATION<br />
External tax experts and in-house tax specialists, reporting to the tax and<br />
treasury committee, work together to review all tax arrangements within<br />
the group and keep abreast of changes in global tax legislation.<br />
6.<br />
Future development in the<br />
business<br />
An indication of the trading outlook for the<br />
group is given in the Chairman’s Statement on<br />
page 6. In 2013 the directors will manage the<br />
business to facilitate growth and to continue to<br />
shape the business to remain competitive in the<br />
economic environments in which it operates.<br />
The group is well placed to diversify its product<br />
and geographical base and remains committed<br />
to its strategy set out on page 9.<br />
The board will continue to review the portfolio<br />
of businesses, disposing, closing or restructuring<br />
any under-performing businesses to allow the<br />
group to have the necessary resources and skills<br />
to remain acquisitive. The group will invest in<br />
technology and new businesses, particularly<br />
electronic information products, as well as in its<br />
internal systems.<br />
7.<br />
Post balance sheet events<br />
Events arising after September 30 <strong>2012</strong> are set<br />
out in note 30.<br />
8.<br />
Directors and their<br />
interests<br />
The company’s Articles of Association give<br />
power to the board to appoint directors from<br />
time to time. In addition to the statutory rights<br />
of shareholders to remove a director by ordinary<br />
resolution, the board may also remove a director<br />
where 75% of the board give written notice<br />
to such director. The Articles of Association<br />
themselves may be amended by a special<br />
resolution of the shareholders.<br />
The directors who served during the year are listed<br />
on page 47. The directors’ interests are given on<br />
page 51. There were no changes in the executive<br />
or non-executive directors during the year.<br />
Following best practice under the June 2010 UK<br />
Corporate Governance Code and in accordance<br />
with the company’s Articles of Association, all<br />
directors submit themselves for re-election<br />
annually. Accordingly, all directors will retire<br />
at the forthcoming <strong>Annual</strong> General Meeting<br />
and, being eligible, will offer themselves for<br />
re-election. In addition, in accordance with the<br />
June 2010 UK Combined Code on Corporate<br />
Governance, before the re-election of a nonexecutive<br />
director, the chairman is required to<br />
confirm to shareholders that, following formal<br />
performance evaluation, the non-executive<br />
directors’ performance continues to be effective<br />
and demonstrates commitment to the role.<br />
Accordingly, the non-executive directors will<br />
retire at the forthcoming <strong>Annual</strong> General<br />
Meeting and, being eligible following a formal<br />
performance evaluation by the chairman, offer<br />
themselves for re-election.<br />
Details of the interests of the directors in the<br />
ordinary shares of the company and of options<br />
held by the directors to subscribe for ordinary<br />
shares in the company are set out in the Directors’<br />
Remuneration <strong>Report</strong> on pages 41 to 52.<br />
9.<br />
Customers and suppliers<br />
The group operates through a large number of<br />
businesses in many geographical locations. As such,<br />
the relationships with key customers and suppliers<br />
is decentralised such that there is no overarching<br />
policy on how the group manages these<br />
relationships. This enables each business to tailor<br />
their approach to suit customers’ and suppliers’<br />
specific needs and requirements. Each key customer<br />
and supplier has an account manager allocated<br />
to them ensuring that open communication is<br />
maintained throughout the relationship.<br />
Each business agrees payment terms with<br />
its suppliers and it is group policy to make<br />
payments in accordance with these terms. The<br />
group had 59 days of purchases in creditors at<br />
September 30 <strong>2012</strong> (2011: 77 days).<br />
10. Employees’ involvement<br />
and training<br />
Equal opportunities<br />
The group is an equal opportunity employer.<br />
It seeks to employ a workforce which reflects<br />
the diverse community at large, because the<br />
contribution of the individual is valued, irrespective<br />
of sex, age, marital status, disability, sexual<br />
preference or orientation, race, colour, religion,<br />
ethnic or national origin. It does not discriminate<br />
in recruitment, promotion or other employee<br />
matters. The group endeavours to provide<br />
a working environment free from unlawful<br />
discrimination, victimisation or harassment.<br />
24