Annual Report & Accounts 2012 - Euromoney Institutional Investor ...

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Euromoney Institutional Investor PLC Annual Report and Accounts 2012 www.euromoneyplc.com Directors’ Remuneration Report continued Directors’ interests in Daily Mail and General Trust plc The interests of the directors, to be disclosed under chapter 9.8.6 of the UKLA Listing Rules, in the shares of Daily Mail and General Trust plc as at September 30 were as follows: Ordinary shares of 12.5p each ‘A’ ordinary non-voting shares of 12.5p each 2012 2011 2012 2011 The Viscount Rothermere 1&2 11,903,132 11,903,132 75,134,502 75,134,502 PM Fallon (died October 14 2012) 4,000 4,000 42,234 41,860 PR Ensor – – 866 488 CR Jones – – 821 444 Sir Patrick Sergeant – – 36,000 36,000 MWH Morgan 1&2 764 764 978,104 927,731 1. The figures in the table above include ‘A’ shares committed by executives under a long-term incentive plan, details of which are set out in the Daily Mail and General Trust plc annual report. 2. The figures in the table above include ‘A’ shares awarded to executives under the DMGT Executive Bonus Scheme. For MWH Morgan and The Viscount Rothermere respectively, 35,266 and 80,176 of these shares were subject to restrictions as explained in the Daily Mail and General Trust plc annual report. The Viscount Rothermere had non-beneficial interests as a trustee at September 30 2012 in 5,540,000 ‘A’ ordinary non-voting shares of 12.5 pence each (2011: 5,540,000 shares) plus nil ordinary shares of 12.5 pence each (2011: 639,208 shares). Daily Mail and General Trust plc has been notified that, under section 824 of the Companies Act 2006 and including the interests shown in the table above, The Viscount Rothermere is deemed to have been interested in 11,903,132 ordinary shares of 12.5 pence each (2011: 12,542,340 shares). At September 30 2012 and September 30 2011, The Viscount Rothermere was beneficially interested in 756,700 ordinary shares of Rothermere Continuation Limited, the company’s ultimate parent company. The Viscount Rothermere and MWH Morgan had options over 703,351 and 563,254 respectively ‘A’ ordinary non-voting shares in Daily Mail and General Trust plc at September 30 2012 (2011: 472,887 and 277,412 options respectively). The exercise price of these options ranges from £nil to £7.24. Further details of these options are listed in the Daily Mail and General Trust plc annual report. Since September 30 2012, PM Fallon, PR Ensor and CR Jones purchased, through the DMGT SIP scheme, 26, 52 and 52 additional ‘A’ ordinary nonvoting shares in Daily Mail and General Trust plc respectively. PM Fallon died on October 14 2012. There have been no other changes in the directors’ interests since September 30 2012. John Botts Chairman of the Remuneration Committee November 14 2012 52
Euromoney Institutional Investor PLC Annual Report and Accounts 2012 www.euromoneyplc.com Independent Auditor’s Report to the members of Euromoney Institutional Investor PLC Our Performance We have audited the group financial statements of Euromoney Institutional Investor PLC for the year ended September 30 2012 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes 1 to 31. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the group financial statements: ● give a true and fair view of the state of the group’s affairs as at September 30 2012 and of its profit for the year then ended; ● have been properly prepared in accordance with IFRSs as adopted by the European Union; and ● have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the group financial statements are prepared is consistent with the group financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: ● certain disclosures of directors’ remuneration specified by law are not made; or ● we have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: ● the directors’ statement contained within the Directors’ Report in relation to going concern; ● the part of the Corporate Governance Statement relating to the company’s compliance with the nine provisions of the UK Corporate Governance Code specified for our review; and ● certain elements of the report to shareholders by the board on directors’ remuneration. Other matter We have reported separately on the parent company financial statements of Euromoney Institutional Investor PLC for the year ended September 30 2012 and on the information in the Directors’ Remuneration Report that is described as having been audited. Independent Auditor’s Report Company Accounts Group Accounts Our Governance Robert Matthews (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom November 14 2012 53
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