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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 />

Notes to the Consolidated<br />

Financial Statements continued<br />

2 Key judgemental areas adopted in preparing these<br />

financial statements continued<br />

Goodwill<br />

Goodwill is impaired where the carrying value of goodwill is higher than<br />

the net present value of future cash flows of those cash generating units to<br />

which it relates. Key areas of judgement in calculating the net present value<br />

are the forecast cash flows, the long-term growth rate of the applicable<br />

businesses and the discount rate applied to those cash flows. Goodwill<br />

held on the Statement of Financial Position at September 30 <strong>2012</strong> was<br />

£333.1 million (2011: £336.6 million).<br />

Deferred consideration<br />

The group often pays for a portion of the equity acquired at a future date.<br />

This deferred consideration is contingent on the future results of the entity<br />

acquired and applicable payment multipliers dependent on those results.<br />

The initial amount of the deferred consideration is recognised as a liability<br />

in the Statement of Financial Position. Each period end management<br />

reassess the amount expected to be paid and any changes to the initial<br />

amount are recognised as a finance income or expense in the Income<br />

Statement. Significant management judgement is required to determine<br />

the amount of deferred consideration that is likely to be paid, particularly<br />

in relation to the future profitability of the acquired business.<br />

Acquisition option commitments<br />

The group is party to a number of put and call options over the remaining<br />

non-controlling interests in some of its subsidiaries. IAS 39 ‘Financial<br />

Instruments: Recognition and Measurement’ requires the discounted<br />

present value of these acquisition option commitments to be recognised<br />

as a liability on the Statement of Financial Position with a corresponding<br />

decrease in reserves. The discounts are unwound as a notional interest<br />

charge to the Income Statement. Key areas of judgement in calculating<br />

the discounted present value of the options are the expected future cash<br />

flows and earnings of the business, the period remaining until the option<br />

is exercised and the discount rate. At September 30 <strong>2012</strong> the discounted<br />

present value of these acquisition option commitments was £7.9 million<br />

(2011: £11.0 million).<br />

Share-based payments<br />

The group makes long-term incentive payments to certain employees.<br />

These payments are measured at their estimated fair value at the date of<br />

grant, calculated using an appropriate option pricing model. The fair value<br />

determined at the grant date is expensed on a straight-line basis over the<br />

expected vesting period, based on the estimate of the number of shares<br />

that will eventually vest. The key assumptions used in calculating the fair<br />

value of the options are the discount rate, the group’s share price volatility,<br />

dividend yield, risk free rate of return, and expected option lives.<br />

These assumptions are set out in note 24. Management regularly perform<br />

a true-up of the estimate of the number of shares that are expected to<br />

vest, which is dependent on the anticipated number of leavers.<br />

The directors regularly reassess the expected vesting period. A plan that<br />

vests earlier than originally estimated results in an acceleration of the fair<br />

value expense of the plan recognised in the Income Statement at the time<br />

the reassessment occurs. Equally, a plan that vests later than previously<br />

estimated results in a credit to the Income Statement at the date of<br />

reassessment.<br />

The charge for long-term incentive payments for the year ended<br />

September 30 <strong>2012</strong> is £6.3 million (2011: £16.1 million).<br />

Defined benefit pension scheme<br />

The surplus or deficit in the defined benefit pension scheme that is<br />

recognised through the Statement of Comprehensive Income is subject<br />

to a number of assumptions and uncertainties. The calculated liabilities of<br />

the scheme are based on assumptions regarding salary increases, inflation<br />

rates, discount rates, the long-term expected return on the scheme’s assets<br />

and member longevity. Details of the assumptions used are shown in note<br />

27. Such assumptions are based on actuarial advice and are benchmarked<br />

against similar pension schemes.<br />

Taxation<br />

The group’s tax charge on ordinary activities is the sum of the total<br />

current and deferred tax charges. The calculation of the group’s total<br />

tax charge necessarily involves a degree of estimation and judgement in<br />

respect of certain items whose tax treatment cannot be finally determined<br />

until resolution has been reached with the relevant tax authority or, as<br />

appropriate, through a formal legal process. The final resolution of some<br />

of these items may give rise to material profit and loss and/or cash flow<br />

variances.<br />

The group is a multi-national group with tax affairs in many geographical<br />

locations. This inherently leads to a higher than usual complexity to the<br />

group’s tax structure and makes the degree of estimation and judgement<br />

more challenging. The resolution of issues is not always within the control<br />

of the group and it is often dependent on the efficiency of the legislative<br />

processes in the relevant taxing jurisdictions in which the group operates.<br />

Issues can, and often do, take many years to resolve. Payments in respect<br />

of tax liabilities for an accounting period result from payments on account<br />

and on the final resolution of open items. As a result, there can be<br />

substantial differences between the tax charge in the Income Statement<br />

and tax payments.<br />

70

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