Annual Financial Report and Notice of AGM

RNS Number : 3328C

Trinity Mirror PLC

15 April 2013

 



Trinity Mirror plc

15 April 2013

Annual Report and Accounts 2012 and Notice of 2013 Annual General Meeting

Trinity Mirror plc (the "Company") announces that it has today published its Annual Report and Accounts 2012 and Notice of Annual General Meeting 2013.

The documents below have been posted or made available to shareholders and have been submitted to the UK Listing Authority for publication through the National Storage Mechanism where they will shortly be available for inspection at www.morningstar.co.uk.

-     Annual Report and Accounts for the 52 weeks ended 30 December 2012;

-     Notice of the 2013 Annual General Meeting;

-     Form of Proxy for the 2013 Annual General Meeting; and

-     Notice of Availability.

Copies of the Annual Report and Accounts and Notice of Annual General Meeting are also available on the Company's website at: http://www.trinitymirror.com/investors.

The Company's 2013 Annual General Meeting will be held at Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH on Thursday, 16 May 2013 at 11.30 am.

In accordance with Disclosure and Transparency Rule 6.3.5, extracted below from the Annual Report and Accounts is a management report in full unedited text which contains a responsibility statement, principal risk factors and details of related party transactions. Accordingly, page numbers refer to those in the Annual Report and Accounts. This information should be read in conjunction with the Company's Preliminary Announcement of its Financial Results which was announced on 14 March 2013. This material is not a substitute for reading the full 2012 Annual Report and Accounts.

UNEDITED EXTRACT FROM ANNUAL REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED 30 DECEMBER 2012

Directors' responsibility statement

The directors confirm to the best of their knowledge:

-    the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

-    the Chief Executive's statement and the Business review, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

Risks and uncertainties

There is an ongoing process for the identification, evaluation and management of the significant risks faced by the Group. This is described in the internal control section of the Corporate governance report on page 30 to 37.

The top five risks and uncertainties are described below:

Risks and uncertainties	Management actions
Strategy execution The Group's strategy includes a number of revenue and cost initiatives.	The strategic review included a detailed review of all of the Group's operations working closely with all of the businesses with feedback and input from our staff. The key actions to deliver the strategy are set out in the Chief Executive's statement.
Advertising revenues The difficult economic environment continues to impact advertising revenues and there is a risk of a loss of major clients or reduction in a sector which may adversely affect advertising.	We are not reliant on any single customer but have been impacted by the downturn being experienced by the UK and by the potential long-term impact on key classified revenues arising from media fragmentation. We continue to improve the effectiveness of our sales operations through our investment in new systems and through sales training with increased focus on selling advertising across multiple media channels.
Newspaper sales The difficult economic environment continues to impact circulation revenues and we may experience loss of readership due to competitor activity.	Our approach is to continue to focus on maximising sales in a declining market through appropriate levels of investment in our titles, both editorial content and marketing. We have also invested in colour presses giving full colour across the network.
Editorial breach An editorial error may lead to loss of readership, damaged reputation, or legal proceedings.	The Group has clear editorial policies and procedures in place. The report following Lord Justice Leveson's inquiry into the Culture, Practices and Ethics of the Press contained many recommendations including a framework for a new independent self regulatory system. The Group is working closely with the newspaper and magazine industries to create a structure that can give the public confidence whilst protecting the freedom of the press.
Pensions Pension deficits may grow at such a rate so that annual cash funding consumes a disproportionate level of operating cash flow.	We continue to monitor our pension exposures through regular reviews with trustees. However, there are a number of factors which are outside our control, including interest rates, inflation rates, mortality and regulatory change. These, together with the slowdown in the global economy and its impact on our business and investment returns, has material implications for future pension scheme funding and could adversely impact the Group and its ability to fund past service provision. To reduce the volatility of pension scheme liabilities and achieve more certainty in the cost of future pension provision, the Group closed the defined benefit pension schemes to future accrual from 31 March 2010 and working with the trustees, has been able to reduce the risk associated with the pension schemes through the purchase of insurance contracts which fully hedge a portion of the liabilities. Further details are provided in note 33 in the notes to the consolidated financial statements.

Other risks and uncertainties which are monitored as part of our risk management process include the risk of loss of contract print customers, the risk of industrial action, the reliance on key personnel, the risk of supply chain disruption and the risk of newsprint supplier issues. Appropriate management actions are in place to minimise the impact of these risks and uncertainties.

The ongoing issues in the Eurozone have been considered by the Board. Revenues directly earned from Eurozone members are less than 1.0% of revenues and the most significant cost impacted is newsprint, the price of which has already been agreed for the first half of 2013. The Group has European banks participating in the bank facility which if withdrawn would reduce the funds available but would not impact the conclusion of the going concern review.

The Group paid corporation tax of £18.1 million (2011: £17.7 million) during the year.

Our environmental and social policy statement which includes the key environmental risks, together with a review of our performance during 2012, is set out in the Corporate responsibility report on pages 23 to 29.

Related party transactions

The immediate parent and controlling party of the Group is Trinity Mirror plc. Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Transactions with the retirement benefit schemes are disclosed in note 33. Details of other related party transactions are disclosed below.

Trading transactions

The Group traded with the following associated undertaking: PA Group Limited. This trade generated revenue of £nil (2011: £nil) and the Group incurred charges for services received of £5.1 million (2011: £5.0 million).

Sales of goods and services to related parties would be made at the Group's usual list prices less average volume discounts. Purchases were made at market prices discounted to reflect volume purchase and the relationship between the parties. Any outstanding amounts will be settled by cash payment.

Compensation of key management personnel

Following the changes in management and organisational structure, set out in note 3, the definition of key management has been amended. Key management includes the non-executive directors, the executive directors and the direct reports of the Chief Executive. Their remuneration during the period was as follows:

	2012 £m	2011 £m
Short-term employee benefits	(3.4)	(4.1)
Retirement benefits	(0.7)	(0.7)
Share-based payments in the period	(1.8)	(1.5)
Compensation for loss of office	(1.8)	-
	(7.7)	(6.3)

The remuneration of directors and other key executives is determined by the Remuneration Committee having regard to competitive market position and performance of individuals. Further information regarding the remuneration of individual directors is provided in the Remuneration report on pages 38 to 48.

For further information:

Paul Vickers                                                                       020 7293 3359

Company Secretary            

 

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