Future annual
report 2024.
Contents
1
Annual Report and Accounts 2024
Future annual
report FY 2024
Contents
3
Annual Report and Accounts 2024
Future plc
Annual Report and Accounts 2024
Contents
Corporate Governance
73
Chair’s introduction
76
Governance framework
78
Board of directors
82 Nomination committee
85 Audit and risk committee
89 Directors’ report
91
Statement of Directors’ responsibilities
92
Director’s remuneration report
98
Annual report on remuneration
Financial Statements
117 Independent auditor’s report
128 Consolidated income statement
128 Consolidated statement of
comprehensive income
129 Consolidated statement of changes in equity
130 Company statement of changes in equity
131 Consolidated balance sheet
132 Company balance sheet
133 Consolidated cash flow statement
133 Notes to the consolidated cash flow statement
135 Material accounting policy information
140 Notes to the financial statements
Shareholder information
174 Shareholder information
Strategic Report
4
Group overview
9
Chair’s statement
11
Our business model
12
Our strategy
14
Key Performance Indicators
16
Chief Executive’s Q&A
18
Operational review
Corporate responsibility
21
Our Future, Our Responsibility
35
Non-financial information and
sustainability statement
36
How we engage with our stakeholders
40 Section 172(1) statement
Financial Review
43 Financial review
47
Risks and uncertainties
49
FY 2024 principal risks
52
Longer term viability statement
54 Taskforce on Climate-Related
Financial Disclosures
4
Future plc
Our purpose
content, to build engaged and valuable global communities
The successful execution of the strategy is based on
We
ignite
people’s
passions.
Group
overview
Introduction
Strategic report
5
Annual Report and Accounts 2024
Our ambition
Our ambition is to be a leading specialist media company
driving valuable outcomes for all our stakeholders:
The
most trusted, specialist
content
for our audiences
Being
expert partners
for our clients
A
healthy high-performing
organisation
for our employees
A
commercial success
for our shareholders
6
Future plc
FY 2024
FY 2023
Var
Revenue (£m)
788.2
788.9
flat
Adjusted EBITDA
(£m)
239.1
276.8
(14)%
Adjusted operating profit (£m)
222.2
256.4
(13)%
Adjusted operating profit margin (%)
28%
32%
(4)ppt
Adjusted diluted EPS (p)
123.9p
140.9p
(12)%
Adjusted Free Cash Flow
(£m)
222.3
253.2
(12)%
Statutory results
FY 2024
FY 2023
Var
Revenue (£m)
788.2
788.9
flat
Operating profit (£m)
133.7
174.5
(23)%
Operating profit margin (%)
17%
22%
(5)ppt
Profit before tax (£m)
103.2
138.1
(25)%
Diluted EPS (p)
66.8p
94.1p
(29)%
Cash generated from operations (£m)
230.0
241.0
(5)%
1
For all definitions, please refer to the APM glossary on page 168
UK
( including RoW)
US
%
%
Revenue (£m)
504.0
64%
284.2
36%
Media revenue (£m and % of total geographic revenue)
316.0
63%
212.5
75%
Magazines revenue (£m and % of total geographic revenue)
188.0
37%
71.7
25%
Employees (#)
2,276
76%
722
24%
Revenue diversification by geography
Financial highlights FY 2024 adjusted results
1
* % of Group’s revenue
Our diversified business*
8%
26%
66%
B2C
Go.Compare
B2B
Key
3 main businesses
38%
29%
33%
Advertising (Media)
Magazines
eCommerce affiliate
(Media)
Key
3 main categories
64%
36%
US
UK (including RoW)
Key
2 main geographies
Highlights
Group
overview
Strategic report
7
Annual Report and Accounts 2024
479
m
Audience
3.2
m
Offline
users
1.5
m
Circulation
353
m
website
sessions
221
m
Soclal users
178
k
Event
attendees
1.7
m
Subscriptions
250m
Off-platform
users
476
m
Digital
online
users
16
m
Email
newsletters
226
m
Website
users
13
m
Apple News
Our audience & monetisation
Magazines
33% of Group’s revenue is made through
the direct purchase of content or services
by consumers - e.g. the sale of magazines
either directly from the newsstand or
through subscriptions, or the purchase of an
online membership.
Subscriptions print & digital
Newstrade
38
%
of Group
revenue
33
%
of Group
revenue
Our diversified monetisation
Our diversified audience
eCommerce affiliates (Media)
eCommerce affiliate is the commission we
earn when an online user clicks through to
a retailer or service provider’s website to
make a purchase. We offer this across our
content and comparison websites.
Services
Products
Rewards
Print advertising
Advertising (Media)
Is the revenue we earn from ads displayed
alongside this our content on various
platforms (our own websites, social
platforms, videos, email newsletters, and
events (physical or digital)).
Digital advertising
Newsletters
Branded content
Lead generation
Events
AVOD
Licensing
29
%
of Group
revenue
Future plc
8
Group
overview
Our brands
We operate over 200 brands
Strategic report
9
Annual Report and Accounts 2024
Chair’s
Statement
2023. Ivana is already contributing
significantly to the Board debates with
her valuable US digital media experience
and network. She has also taken on
the Chair role of our Responsibility
Committee.
During the year, Penny Ladkin-Brand,
Chief Financial and Strategic Officer
(CFSO) stepped down from the Board and
from her role in July 2024. Penny has been
a fantastic leader and Board member
over her nine-year tenure and has been
instrumental in the success of the Group.
I’d like to thank Penny for her major
contribution to the Group over the years.
In September, the Group welcomed
Sharjeel Suleman as Chief Financial
Officer (CFO). Sharjeel joined us from
ITV where he held a variety of roles over
his past 19 years at ITV, including, most
recently, CFO of ITV Studios. We are very
pleased to have attracted such talent:
Sharjeel brings a wealth of expertise
in the media ecosystem, managing
international and complex businesses.
In October 2024, Jon Steinberg, Chief
Executive Officer (CEO) announced
his intention to step down in 2025 to
relocate back to the US with his family.
Jon’s notice period is twelve months and
the Board has launched a search for his
successor, and will provide an update
when appropriate. Further details of the
search process can be found on page 75.
I would like to thank Jon for the
significant contribution he has made to
the Group. Whilst we are disappointed
that he will be departing next year, we
respect Jon’s decision to return to the
US. The Growth Acceleration Strategy
(GAS) he has implemented is well
underway and continues to drive good
strategic and financial progress.
Board diversity and succession is a
critical part of our Board discussion.
Since the departure of Penny Ladkin-
Brand, we no longer have a woman in
the role of Chief Financial Officer and
the percentage of women on the Board
has reduced to 33 percent. Whilst the
Board recognises that an effective
Board with broad strategic perspective
requires diversity, and the Nominations
Committee has always been very mindful
of ensuring diversity on the Board, for
the reasons explained in our Board D&I
policy, ultimately the Board appoints
candidates based on merit and assesses
potential Directors against measurable,
objective criteria. Future has previously
had a strong record of Board gender
diversity, with women holding both the
CEO and CFSO roles until 2023 and on
31 December 2023, the percentage of
women on the Board was 44%, with one
of those Board members being ethnically
diverse. The succession process for the
CFO role was approached with diversity
as an important consideration, as was
the process for the CEO in 2023. In both
cases, the searches were supported by
external search consultancies, and the
candidate briefs explicitly mentioned
diversity as an important consideration.
For more information about our Board,
please go to the governance section on
page 72.
FY 2024 in review
This year we delivered on our promise
to return the Group to organic
revenue growth, with +1% organic
growth with statutory revenue of
£788.2m (FY 2023: £788.9m). This is
a solid achievement given continued
macroeconomic headwinds.
Additionally, we have maintained our
strong financial characteristics of healthy
28% adjusted operating margin (FY
2023: 32%), operating margin 17% (FY
2023: 22%) and strong cash generation
with £230.0m of cash generated from
operations (FY 2023: 241.0m).
For more detail on the financial review,
please go to the section on page 116.
Strategic review
In December 2023, Jon announced the
Growth Acceleration Strategy (GAS)
to return the Group to organic growth
whilst maintaining the Group’s strong
financial characteristics of healthy
margin and high cash conversion.
The Growth Acceleration Strategy
(GAS) is articulated around three
strategic objectives of growing valuable
audiences, increasing revenue per user
whilst optimising the portfolio.
Our strategy is simple, we believe that
simplicity drives alignment but also the
ability to pivot which is paramount in a
fast evolving ecosystem.
The Growth Acceleration Strategy
(GAS) is supported by a two-year
investment, notably headcount additions
mainly in editorial and sales.
We are one year in and I am pleased
with early signs of success across
our revenue streams: from higher
“This year we
delivered on our
promise to return
to organic revenue
growth”
Richard Huntingford
Chair
Dear Shareholders,
FY 2024 was a year of change and
continued macro challenges. The
Group’s diversified business model
and laser focus on the execution of
the strategy has enabled the Group to
navigate the year successfully: making
progress on the strategy whilst meeting
market expectations and focusing on
creating value for all stakeholders.
I want to start by thanking all our
Future colleagues who once again have
showcased unparalleled dedication and
commitment: from creating the best
expert, insightful, unique content, to
providing very targeted audiences to
our clients, to managing our talent, to
managing our finances and enhancing
our tech stack. It is a privilege to
see the breadth of talent in action,
demonstrating the innovation, passion,
collaboration and resourcefulness that
embody the values that define and drive
Future’s success.
Board change
Succession is at the top of mind of
our Nomination Committee and the
Board reviews on a regular basis the
succession pipeline to ensure we
nurture internal talent.
As announced in last year’s report,
we were delighted to welcome Ivana
Kirkbride to the Board in December
10
Future plc
growth in non-car insurance revenue in
Go.Compare, to US digital advertising
growth in H2 to strong vouchers growth
or managing effectively the secular
decline in Magazines.
For more details on our strategy, please
go to the Strategy section on page 12.
Portfolio optimisation
As a Board, we regularly review
unemotionally our portfolio of assets to
ensure that we are the best operators
and maximise value creation.
During the year, we took the difficult
but necessary decision to close a
number of assets that had low to no
growth prospects and on the path to no
profitability. This process is continuous
and we will regularly review our portfolio
of assets to ensure the Group is
positioned for growth.
Capital allocation
Our capital allocation framework
is articulated around four priorities
(organic growth, M&A, debt repayment,
return to shareholders), the order of
which is continuously reviewed by the
Board in light of market conditions to
ensure we maximise the returns.
Given current market conditions, adding
to the Group content and capabilities
through strategic acquisitions is
challenging and therefore not an
immediate priority. However, should
market conditions change and
opportunities arise, the Group may
switch its focus back on M&A.
Therefore, capital allocation options
currently reside between debt
repayment and returning cash to
shareholders. Having carefully
assessed the relative elements, the
Board concluded that of the £230m
of cash generated from operations in
the year, £93m should be used for debt
repayment, £69m for shareholders
returns through two share buyback
programmes and a 3.4p dividend per
share. On 5 December, we will announce
a new share buyback programme of up to
£55m. For more on our capital allocation,
please see the section on page 13.
A responsible business
Acting as a responsible business for all
our stakeholders is at the core of our
values and purpose, and we seek to
create a culture which nurtures talent
and creates alignment across the whole
organisation.
During the year, we have launched our
new five values of being passionate,
resourceful, collaborative, results-driven
and innovative; these resonate with our
purpose and the principles that help shape
organisational culture, attract the right
talent, guide decision-making, and foster
long-term success by creating a strong
and positive identity for the Company.
For more information, please go to our
Responsibility section on page 20.
Looking forward
Whilst the current macroeconomic
conditions continue to be challenging
for consumers and businesses alike, I
am convinced that strong companies
like ours with clear, proven strategies,
resilient business models and leading
market positions have the capabilities to
come out of this cycle stronger.
We are already building capabilities to
capitalise on the opportunities through
the Growth Acceleration Strategy
(GAS). The execution of which will drive
accelerated organic revenue growth
whilst maintaining the Group’s strong
financial characteristics of healthy
margin and high cash conversion.
I am very confident that Future will
continue its strong track record of
success in the coming years and, in
doing so, will drive return for all our
stakeholders.
Thank you for your continued and
valuable support.
With best wishes,
Richard
Richard Huntingford,
Chair
4 December 2024
Chair’s
Statement
Strategic report
11
Annual Report and Accounts 2024
It is about driving more valuable
audiences to our ecosystem (websites,
newsletters, events, magazines)
whilst increasing the revenue per
user by selling more premium
advertising inventory or a second
route of monetisation through affiliate
commissions, applied to over 200
brands in our portfolio and deployed
to acquisitions - when acquiring is
actionable.
Strategy is easy, execution is what
makes the difference.
This is why our strategy is simple
and communicated throughout the
organisation to ensure alignment; as
alignment drives flawless execution.
We break down the strategy in steps.
This is important because it ensures
agility and the ability to pivot and
double down on potential tailwinds
whilst managing the potential
headwinds. This enables us to
prioritise to drive superior results.
In December 2023, we announced our
Growth Acceleration Strategy or GAS
like the fuel you put in your car, which
is articulated around three objectives:
• Reach valuable audiences
• Diversify and grow revenue per user
• Optimise the portfolio
The successful execution of GAS will
translate into an acceleration of organic
revenue growth whilst maintaining
strong financial characteristics of healthy
margins and strong cash conversion.
Our business can be described through a simple equation of volume and price around which our strategy is articulated.
UK
US
Total digital advertising market 2024 ($bn)*
39
303
Future digital advertising revenue (£m)
£53.9m
£137.2m
*
eMarketer forecast September 2024
This table depicts the differential between
the UK and the US digital advertising
market.
What is clear is the size of the opportunity:
The US digital advertising market is 8x the
size of the UK digital advertising market.
Yet at Future, the US digital advertising
revenue is only 2.5x the size of the UK digital
advertising market.
Our business model
At the heart of Future lies its expert and trusted content for specialised and passionate audiences
Operating as a responsible business driven by purpose, value and culture
Our strategic objectives
Reach valuable
audiences
Diversify & grow
revenue per user
Optimise
the portfolio
Outcome
Sustainable
revenue growth
Strong Free Cash Flow (FCF)
conversion
Efficient and rational
capital allocation
The platform
Expert
content
Operating
model
Proprietary
technology
Accelerate
with M&A
Our purpose
We ignite
people’s
passion
Stakeholders
Our audiences
Our customers
Our people
Our shareholders
Our communities
Our business model
The US digital advertising opportunity
12
Future plc
Strategic objectives
We successfully deliver expert content
that our audiences want to consume about
the things that matter most to them. Our
audiences are largely endemic and intent-
led, so it is crucial for us to be a trusted
partner to help them meet their needs. We
invest in content but not just any content:
expert, authoritative and trustworthy
content. We believe that with the rise of AI
and fake news,
authentic, expert content is
becoming even more important.
Media is a fast-evolving industry, it is
therefore paramount to be diversified as well
as focusing on content first and platform of
distribution second as our audiences evolve
in how they consume content.
Diversification is a core feature in everything
we undertake and content is no exception:
• Diversification of content: we cover
fashion, beauty, wealth, technology,
entertainment, sports, music, etc.
• Diversification of audience acquisition:
from organic search to email, to social, to
awards.
The diversification of acquisition
of audience allows us to capture new
audiences and reduce our dependence on
any one channel.
Our content strategy - as mentioned when
we announced the GAS programme in
December 2023 - requires investment:
• investment in heads to ensure a good
balance of content between news, how to,
and buying guides driving increases
in output,
• investment in capability with a continued
focus on quality reviews and data to
ensure that the content produced meets
the audience needs.
We announced in December 2024 a
strategic partnership with Open AI to
bring our content to Open AI’s users,
creating new ways for users to engage
with our content. The partnership is not
financially material.
At Future we want to ensure we are market
leaders. Having leadership positions
generally results in better monetisation and
yield improvements.
Not all audiences are the same, as
mentioned above, and it is paramount
to focus on valuable audiences to drive
profitable revenue growth. Our audiences
are passionate and with intent, which
makes them attractive from an advertiser’s
perspective as well as opening
up the opportunity for a secondary
monetisation route.
We diversify our monetisation models
to create significant revenue streams
and multiply the opportunities. We are
focused on three material revenue types:
Advertising, Magazines and eCommerce
affiliate.
Monetisation can be improved either by
increasing price, for example by selling
an audience directly using our first-
party data platform Aperture, rather
than programmatically, or by adding
an additional monetisation routes or
products, or by focusing on conversion in
Go.Compare. For example, some content
powers both digital advertising displayed
on the website but can also attract an
affiliate commission on a transaction.
Another example would be to sell a webinar
and a newsletter to a B2B client.
Growing the monetisation provides
stronger operating leverage, driving
margin progression.
Media is one of the most disruptive
industries - it keeps reinventing itself.
Therefore, it is important to ensure that our
assets are relevant and fit the audience’s
needs, today and tomorrow.
We are rational capital allocators and
create value from integrating acquisitions.
Equally, where we can create value through
the separation of assets which no longer
fit the portfolio and could provide a better
return to shareholders, we will look to
unlock such opportunities. As such, the
Board will continue to keenly appraise
performance and will actively look at
further options to accelerate value creation
across the Group’s business units.
In the year, we have focused on
reorganising the Group into three distinct
businesses: B2C, Go.Compare and B2B.
The financial monitoring of which will
be effective during FY 2025. These
businesses are different: different growth
drivers and geographic mix. But they bring
together capabilities and diversification
which is valuable to the Group on top of
cost synergies.
During the year, we announced the closure
of assets in B2C and B2B to focus the
portfolio and the investment on higher
growth assets. Whilst these decisions
are difficult, they focus the Group for
sustainable growth.
This philosophy of continuous assessment
is very much embedded into the Group’s
DNA, driving focus and accountability to
ensure the successful execution of
our strategy.
Reach valuable
audiences (on and
off platform):
our content
strategy
Diversify and grow
revenue per user:
our monetisation
strategy
Optimise the
portfolio
~+15
%
increase
in editorial
output
+9
%
growth in
branded content
revenue
~
£15
m
annualised
revenue
closed
Our strategy
Our platform
Our capital allocation
Our strategy is supported by an
effective and agile platform. The
platform effect is more than operating
leverage and growing the bottom line,
it is about the multiplier effect of the
organic and inorganic capabilities
that deliver unique value creation,
both top and bottom lines. We believe
our platform model is a source of
competitive advantage.
Our platform is articulated
around four pillars:
• Expert content
which as mentioned
previously is paramount to attract
audience and as a result benefits from
continued investment.
• Our operating model
drives cost
advantage and operating leverage
through centres of excellence where
knowledge and expertise is shared
across the Group as well as a strategic
approach to costs to enable investment
and talent progression. For example our
back office functions are largely based
in the South West of England enabling a
cost-effective overhead base.
• Our technology stack
is unique,
comprehensive, proprietary and
common across the Future ecosystem
driving operating leverage as well as
the ability to continuously invest in our
technology stack.
• M&A
as a potential accelerator should
opportunities and market conditions
prevail. See below our capital allocation
framework.
The diagram below depicts our capital
allocation framework which shows
the hierarchy of priorities we consider
to deploy our capital. We review
this regularly to ensure it remains
appropriate as market conditions can
influence the prioritisation.
First, the Group is highly cash generative
with 95%+ of adjusted free cash flow
conversion to adjusted operating profit.
Our approach is to focus on organic
growth as a priority and then where
appropriate to leverage our strong cash
flows to create value through M&A. We
believe that provided we can execute
on strategic deals, M&A is a great
long-term value creation opportunity
for shareholders. This remains a core
strategic lever for the group going
forwards. However, in light of current
market conditions, you can see that
we have greyed out the strategic
M&A box as acquisitions are not an
immediate focus at this point in time
but we are retaining some flexibility if
market conditions were to change or if
attractive opportunities arose. Currently
returning cash to shareholders drives a
greater return. We completed earlier in
the year our first £45m share buyback
programme and a second £45m share
buyback programme concluded in
October 2024. We plan for a new share
buyback programme of up to £55m to
start in January 2025. The Group will
return excess free cash to shareholders
such that the Group maintains a
minimum leverage of 1x.
Going forward, we will continue to follow
this framework, reviewing priorities in
light of market conditions to maximise
our opportunities.
What is branded content?
Content sponsored by a brand:
• An authentic editorial point of view
• Led by data
• Created by editors
• It can take various shapes from an
event to a newsletter to a social post
Why is it valuable?
• It is not audience dependent
• Sold at a premium, albeit with higher
costs
• Usually is a selling argument for
direct display digital advertising
campaign
• Applicable to all content verticals,
not limited to fashion and beauty
Future Creative
Launched in FY 2024, it is our
branded content centre of excellence
to share best practice, leverage
existing advertising relationships to
cross-sell brands, support clients
from planning to post-sale and create
operational leverage
Case study
Strategic Report
Annual Report and Accounts 2024
Consistent cash flow conversion of 95%+
(adjusted FCF/AOP)
Rigorous assessment to maximise value creation between
Strong cash generation gives optionality to accelerate the strategy
Organic
Investment
(capex <2%
of revenue)
Strategic
M&A
Continuous review
and
will remain
opportunistic
Maintain strong
balance sheet
Floor leverage of
1x established
Shareholder
returns
Annual progressive dividend
The Group will return excess free cash to
shareholders
Branded content
13
14
Future plc
Audience (m)
Revenue (£m)
Organic Revenue Growth (%)
FY2024
FY2023
FY2022
FY2021
FY2020
FY2024
FY2023
FY2022
FY2021
FY2020
FY2024
FY2023
FY2022
FY2021
FY2020
0
200
400
600
0
300
600
900
+0%
+5%
+10%
+15%
+20%
+25%
479
484
506
432
394
788.9
788.2
(10)%
+1%
825.4
+2%
606.8
+23%
339.6
+6%
Overall audience declined by (1)% in the year driven by a decline in on-platform online users.
Since FY 2020, our total audience has increased by 85m.
Online users + average subscriptions (weekly and monthly) in the month
+ monthly average
newstrade circulation
+ average monthly Apple News users + social followers + event
attendees for the year + monthly newsletter subscribers end of year.
Please note that from FY 2025, as announced during our FY 2024 results presentation we
will be using sessions to calculate our online audience to be in line with market practice and
display a more direct link to monetisation
Revenue was flat in FY 2024, with +1% organic growth offset by unfavourable foreign exchange
translation and portfolio change.
On a CAGR basis, revenue has grown by +23% since FY 2020.
In FY 2024, the Group has returned to organic revenue growth. Organic revenue increased by
+1% in FY 2024 mainly driven by Media growth of +5% partially offset by (5)% secular decline in
Magazines.
Average organic growth between FY 2020 and FY 2024 was +4%.
Key Performance Indicators (KPIs)
Our strategy is measured by a set of financial and non-financial KPIs.
For all definitions, please refer to the APM glossary on page 168.
Adjusted Operating Profit (AOP) (£m)
FY2024
FY2023
FY2022
FY2021
FY2020
0
100
200
300
256.4
222.2
271.7
195.8
93.4
Adjusted AOP decline of (13)% due to investment to support our Growth Acceleration Strategy
combined with inflation on our cost base and adverse foreign exchange translation.
On a CAGR basis, adjusted AOP has grown by +24% outpacing revenue growth since FY 2020.
Operating Profit (£m)
FY2024
FY2023
FY2022
FY2021
FY2020
0
50
150
200
174.5
133.7
188.6
115.3
50.7
Operating profit of £133.7m declined by (23)% due to investment to support our Growth
Acceleration Strategy combined with inflation on our cost base and adverse foreign exchange
translation.
On a CAGR basis, operating profit has grown by +27%, outpacing revenue growth since FY
2020.
Strategic report
15
Annual Report and Accounts 2024
Adjusted Free Cash Flow (AFCF) (£m)
Leverage (x)
Employee Engagement (%)
Adjusted Operating Profit (AOP) Margin (%)
Adjusted Diluted Earnings Per Share (EPS) (p)
FY2024
FY2023
FY2022
FY2021
FY2020
FY2024
FY2023
FY2022
FY2021
FY2020
FY2024
FY2023
FY2024
FY2023
FY2022
FY2021
FY2020
FY2024
FY2023
FY2022
FY2021
FY2020
0
100
200
300
0.0
0.5
1.0
1.5
0
25
50
75
100
0
10
20
30
40
0
50
100
150
200
28
140.9
123.9
253.2
222.3
1.3
68.9
1.1
73.5
32
163.5
267.2
1.5
131.9
199.3
0.8
32
74.7
96.0
0.6
28
Strong cash generation is a feature of the Group, Adjusted FCF of £222.3m represented 100% of
AOP (FY 2023: 99%). On a CAGR basis, adjusted FCF has grown by +23% since FY 2020.
Our strong cash generation enables rapid de-leveraging. Leverage at September 2024 was 1.1x
with net debt of £256.5m.
Employee engagement is an importat metric for the Group as our biggest assets are our
people and having an engaged workforce is paramount.
In FY 2024, we have improved our
engagement score by
+4.6bps to 73.5%.
The impact of investment to support the Growth Acceleration Strategy and inflationary
pressures resulted in a (4)ppt decline in adjusted operating profit margin as expected.
Adjusted diluted EPS declined by (12)% in the year driven by operating profit.
On a CAGR basis, adjusted diluted EPS has grown by +13% since FY 2020.
33
16
Future plc
Chief Executive’s Q&A
businesses, effective during FY 2025,
each managed by a strong leader. This
reorganisation has brought us a lot more
flexibility, agility and speed into our
execution.
It has also been a year of growth: organic
revenue growth, but also talent growth
with many internal promotions across
the Group.
Can you summarise FY 2024?
We embarked on FY 2024 with five
goals: invest in content, diversify
audience and revenue, drive US digital
advertising, optimise the portfolio and
maintain strong financial characteristics
while applying our capital allocation
framework.
I am very pleased and proud that we have
delivered on these successfully. We
added ~50 net editorial heads and
increased editorial output.
We have diversified further our revenue
streams, from Go.Compare’s very strong
growth to new routes of revenue with
vouchers and branded content.
We returned US digital advertising to
growth in H2, with an acceleration in Q4.
We delivered adjusted operating margin
of 28% (FY 2023: 32%) operating margin
of 17% (FY 2023: 22%), generated
£230.0m of cash from operations (FY
2023: £241.0m) which we used to repay
£93m of gross debt and £69m was
returned to shareholders.
FY 2024 has been pivotal for the Group as
we returned to organic revenue growth in
FY 2024: this has been an important
inflection point both for the team here at
Future and externally as well.
During the year, the diversified nature of
the Group has enabled us to manage
performance, by leaning into areas of
strength whilst mitigating areas of
weaknesses.
But we are not done. Executing on our
strategy requires constant focus and
agility to ensure we maximise the return
on our investment.
What has been the biggest challenge?
Macro has not been easy; however, this
shouldn’t be viewed as a distraction but
instead an opportunity. An opportunity
to ensure our portfolio is the right one,
and that we are investing to ensure we
maximise the return of the cycle. In
Media, change always offers up
opportunity, and the key is to be front
footed to seize it. We have a forward-
looking approach, and sometimes
setting the portfolio up for success
means taking difficult but necessary
decisions, such as closing a small
number of brands (~£15m of revenue).
New values have been launched during
the year: can you talk more about them?
Our people are our greatest asset and
our biggest competitive advantage. We
focus on our people not only as a
strategic decision, but because they are
what makes Future everything it is.
This year we launched our new values,
aligned to our strategy and more
importantly, designed to drive our
purpose forward.
In October 2024, we brought our Senior
Leadership Team together for our annual
conference, and our values took centre
stage. Hearing stories from across the
team that truly embody these principles
was inspiring. We’re focused on making
Future a place where talented, ambitious
people thrive and are excited to grow.
What are your priorities for FY 2025?
We have built solid foundations in FY
2024. Moving forward, we will apply
our editorial, audience and sales
playbooks to drive audience, as well as
focusing on diversifying audience and
revenue streams.
We will also continue to keenly appraise
performance and will actively look at
further options to accelerate value
creation across the Group’s business units.
We are confident that the ongoing
execution of our Growth Acceleration
Strategy will drive accelerating organic
revenue growth and believe we are well
set for FY 2025, whilst maintaining our
strong financial characteristics of
healthy margin and high cash conversion.
“We are not done.
Executing on our
strategy requires
constant focus
and agility”
Jon Steinberg
CEO
Jon, before diving into the Group’s
results and strategy, can you please
explain the decision you took to step
down from your role of CEO next year?
It was a very difficult decision for me to
make but it was what is right for my
family. I am relocating to Florida for the
next school year.
However, my commitment is intact, I am
going to continue to focus on the Growth
Acceleration Strategy, and I am very
enthused by the early signs of success.
How you come is how you go as they say,
so my involvement and commitment
have not changed.
How can you describe or qualify FY
2024 at Future?
FY 2024 Future has been intense and
very much focused on positioning the
portfolio organically for growth.
It has been a year of learning: learning
about new revenue streams such as
price comparison and magazines.
It has been a year of change: we have
reorganised the Group into three
Strategic report
17
Annual Report and Accounts 2024
18
Future plc
Operational review
Our global-first approach translates into our ability to be country
or region agnostic, which gives us flexibility and ability to deliver
optimum return on our cost base. We operate two geographic
segments: US and UK and two sub-segments: Media and Magazines
UK
The UK monetises all our content
outside the US and Canada and also
includes our operations in Australia.
Our UK operations consist of edito-
rial, video production, advertising
sales and events across websites,
socials, video, newsletters, the pro-
duction of the large majority of print
magazines and licensing operations
which distribute online and print
magazines. In addition, the UK hosts
our centres of excellence for back
office functions such as finance, hu
-
man resources and technology. The
technology team is split between
Bath (UK) and France. UK represents
64% of the Group’s total revenue
and 63% of its revenue is in Media.
(£m)
FY
2024
FY
2023
Reported
variance
Organic
variance
Revenue
504.0
476.6
+6%
+6%
– Media
316.0
280.8
+13%
+13%
– Magazines
188.0
195.8
(4)%
(4)%
Adjusted
EBITDA
155.3
157.0
(1)%
n/a
US
The US encompasses both the USA
and Canada. We have ambitions to
create strong growth in the region.
Our US operations consist of edi-
torial, video production, marketing,
advertising sales and events across
websites, video, newsletters and
magazines. US represents 36% of
the Group’s total revenue and 75%
of its revenue is in Media.
(£m)
FY
2024
FY
2023
Reported
variance
Organic
variance
Revenue
284.2
312.3
(9)%
(6)%
– Media
212.5
234.1
(9)%
(6)%
–Magazines
71.7
78.2
(8)%
(5)%
Adjusted
EBITDA
83.8
119.8
(30)%
n/a
Media
Media is the largest division with
67% of the Group’s total revenue.
40% of Media revenues are
generated from the US.
The Media division encompasses
all revenue which is not magazines
and includes sub-segments like
digital advertising (revenue from
advertising on our websites or
on social platforms and email
marketing), affiliate revenue
for products, rewards and price
comparison, and events.
FY
2024
FY
2023
Revenue (£m)
528.5
514.9
Organic revenue growth (%)
+5%
(13)%
Website online users (m)
226
241
Off-platform online users (m)
250
240
Magazines
Magazines represent 33% of the
Group’s total revenue. 72% of
magazine revenues are generated
from the UK.
The Magazine division encompasses
all revenue associated with digital
or printed magazines or bookazines
from advertising, to subscriptions,
to newstrade. 50% of the magazines
revenue is subscriptions which
provide predictable, repeatable
revenue with positive working
capital.
FY
2024
FY
2023
Revenue (£m)
259.7
274.0
Organic revenue decline (%)
(5)%
(5)%
Total circulation (m)
1.5
1.7
Subscribers (m)
1.7
1.9
Media
67%
of group’s revenue
Magazines
33% of group’s revenue
60%
40%
US revenue
UK revenue
Key
28%
72%
US revenue
UK revenue
Key
18
Future plc
As announced at our interim results in May 2024, the Group is structured around three businesses:
B2C (66%
of Group’s revenue),
Go.Compare (26%
of Group’s revenue)and
B2B (8%
of Group’s revenue).
Therefore, during FY 2025 we started financial monitoring and reporting on the new divisional basis.
B2C is a collection of ~200 brands
covering a wide range of content
verticals such as technology, gaming,
sports, fashion, beauty, homes,
wealth, knowledge, etc supported by
websites, magazines (newsstand and
subscriptions), events.
B2C is powered by proprietary
technology to ensure effective
monetisation and scalability.
Go.Compare is a leading price
comparison website in the UK.
Go.Compare helps consumers
compare the cost and features of
insurance policies, financial products,
energy tariffs and more. Go.Compare
works with trusted organisations and
has built a huge network of trusted
partners.
It is authorised and regulated by the
Financial Conduct Authority.
Scalable solutions connecting buyers
and sellers
Through the power of well-known
brands, Future B2B delivers an
unparalleled client and audience
experience across newsletters,
advertising, lead generation, content
creation, webinars and live events.
Our service offerings leverage
SmartBrief’s extensive network of
targeted newsletters
ActualTech Media’s authoritative tech
webinars
ITPro’s in-depth technology insights
The specialist content of brands such
as Tech & Learning, AVNetwork and
more.
These integrated platforms provide
our clients with a full-spectrum
services catalogue tailored to the
evolving needs of business.
FY 2024 Highlights
Website sessions
353m
Subscribers & circulation
3.2m
US revenue
44%
Media
51%
FY 2024 Highlights
Trustpilot score
4.7
UK revenue
100%
Car insurance
64%
Revenue growth
+28%
FY 2024 Highlights
Newletters delivered
1.2bn
Newsletter subscribers
7m
Webinars hosted
510+
US revenue
87%
Revenue profile (FY 2024)
Strategic Report
19
Annual Report and Accounts 2024
30%
24%
Digital ads
Other media
Affiliates
eCommerce
Subscriptions
Other
magazines
Key
25%
16%
5%
B2C
Go.Compare
B2B
Contents
21
Our Future, Our Responsibility
35
Non-financial and sustainability
information statement
36
How we engage
with our stakeholders
40
Section 172(1) Statement
20
Future plc
Corporate Responsibility
Our
Future,
Our
Responsibility.
Corporate Responsibility
21
Annual Report and Accounts 2024
Our Future, Our Responsibility
At Future, we operate as a responsible
business, driven by our clear purpose,
values and culture.
Our corporate strategy was formulated
to drive both returns and sustainability
for the long term; as a consequence,
Environment, Social and Governance
(ESG) has always been at the heart of
what we do.
We are committed to using our scale
and reach to make a positive societal
impact and inspire change, in line with
our purpose, as well as playing our part
in building a sustainable future for all our
communities and our planet.
Our Responsibility Strategy, called Our
Future, Our Responsibility, is centred
around four pillars that we know
are important to our colleagues and
audiences: climate, culture, community
and content.
Our focuses in FY 2024, by pillar, were:
Pillar 1: Climate
•
Reducing our carbon emissions,
particularly from digital and print
activities
•
Building the foundations for our
Climate Transition Plan
Pillar 2: Culture
•
Launching our DE&I strategy
•
Formalising our Performance
Management Process
•
Launching our Manager Development
Programme
•
Launching our Editorial Role-Specific
Training Programme
Pillar 3: Community
•
Enabling our office community leads
to fundraise for local charities
•
Partnering with West Suffolk College
•
Partnering with Career Ready as part
of their mentoring programme
Pillar 4: Content
•
Launching our ESG Content Framework,
which includes individual Sustainability
Mission Statements per brand
•
Producing sustainability content
across multiple brands including
TechRadar, Country Life, Marie Claire,
The Week Junior and Kiplinger
While we are driven by the desire
for actions that make a difference,
we are mindful of the importance
of accountability and transparency,
and the benefits a framework can
provide with this. We adopted the
UN’s Sustainable Development Goals
(SDGs) as a guide for our objectives,
and in FY 2024 we signed the UN’s
SDG Publishers Compact as part of
our aspiration to act as champions of
the UN SDGs. We also signed the PPA
Action Net Zero Pathway.
In this section, you will find a description
of our Responsibility Strategy and a
deep dive on each of the four pillars,
to report on what we have achieved
in FY 2024 and our objectives for FY
2025. You will also find our update on
S172, our carbon efficiency reporting
and our non-financial and sustainability
information statement.
Ivana Kirkbride
Chair of the Responsibility Committee
4 December 2024
Climate
Culture
Community
Content
Corporate
Responsibility
Responsibility Committee
Ensuring governance of our
Responsibility Strategy is critical, and
consequently we created a new Board
Committee in 2021, with the mandate to
ensure board-level oversight of our
Responsibility Strategy, monitoring and
approving the output. The Audit and Risk
Committee has oversight of all ESG
financial disclosures, and works in
tandem with the Responsibility
Committee.
Members
Since
Ivana Kirkbride - Chair since 1/2/24 2024
Meredith Amdur
2021
Angela Seymour-Jackson
2021
Jon Steinberg
2023
Key Responsibilities
The Responsibility Committee supports
the Board in the oversight of our
Responsibility Strategy:
• Overseeing and assessing Future’s
overall contribution to, impact on, and
role in society
• Overseeing Future’s plans to deliver
the ‘Our Future, Our Responsibility’
Strategy, including the setting,
disclosure and achievement of targets
• Reviewing progress against priorities
and objectives, across Future’s
Responsibility Strategy
• Considering Future’s position on relevant
and emerging sustainability issues
22
Future plc
Our four pillars
The ‘Our Future, Our Responsibility’ Strategy is organised into the following pillars, in order to
multiply the efficiency of our working groups, and ensure our strategy is clear and precise.
Pillar 1: Climate
We are committed to making
a positive impact and
inspiring change - playing our
part in building a sustainable
future for our planet and our
communities.
Our priorites are to reduce
our carbon emissions
across the business, avoid
the use of single-use
plastics, minimise waste and
influence partners within our
supply chain to reduce their
carbon emissions where
possible.
Pillar 2: Culture
We invest in our colleague
experience, championing
Diversity, Equity & Inclusion
(DE&I) and creating
development opportunities
for all.
This pillar focuses in
particular on implementing
our DE&I strategy, providing
learning and development
opportunities, acting on
feedback from our Colleague
Engagement Survey and
colleague well-being.
Pillar 3: Community
It’s important to us that the
effects we have upon our
digital and local communities
are positive, and that we’re
building connections with
local charities and educational
institutions.
This pillar is also the home
for our charity strategy
and fundraising initiatives,
spearheaded by the brilliant
communities teams across our
business.
Pillar 4: Content
Our content is the vehicle
that connects us to the
public and thus is our biggest
opportunity to highlight
ESG-related causes. It is also
through our content that
we can set industry-wide
standards.
This pillar brings together
senior colleagues from
across Editorial (Writers,
Editors, Editor-in-Chiefs
etc.) who drive forward
sustainability initiatives
within our brands and
champion best practice.
22
Future plc
Our values
We are passionate about our brands and serving our audiences, partners and communities.
We find ways to figure things out and solve problems with skill and creativity.
We are one team and foster a supportive culture where open communication, debate and
teamwork are paramount.
We are focused on hitting our goals, delivering on promises, and are relentless in the pursuit of
success.
We aspire to be thought-leaders, constantly challenging the status quo of our industry, and
embrace experimentation to find better ways of doing things.
Passionate
Resourceful
Collaborative
Results Driven
Innovative
In February 2024, Future’s Leadership
Team rolled out a new set of Company
values. Our core values are the principles
that help shape our organisational
culture, attract the right talent, guide
decision-making, and foster long-term
success by creating a strong and positive
identity for the Company. They also
set expectations for how we should
operate, behave, and interact with each
other, our clients, our customers and
our communities. This alignment helps
to foster a cohesive and positive work
environment. Our core values have also
been integrated into how we evaluate
and recognise performance, with
colleagues including an evaluation of
their performance against our values into
their annual self review.
The updated values were decided after
cross-company collaboration with
representatives across business units,
departments and geographies.
Corporate Responsibility
23
Annual Report and Accounts 2024
PILLAR 1: CLIMATE
We are committed to making a positive impact and inspiring
change - playing our part in building a sustainable future for our
planet and our communities.
comes to emission reduction targets,
and recognise their Corporate Net-Zero
Standard as the leading framework for
corporate emission targets in line with
climate science. Consequently, we are
beginning the process of submitting
our targets for SBTi validation in FY
2025. We believe that our sustainability
performance over time is comparable
year on year. Therefore, if information
arises that alters previous year data by
5% or more, we will restate those figures.
Our Climate Transition Plan
Our focus in FY 2024 has been on
developing our strategic objectives for
reducing our emission hotspots, and
achieving our short-term reduction
targets. This year saw the formation
of our Climate Pillar Working Group,
comprised of colleagues in departments
across the business such as Digital
Ad Operations, Events, Facilities and
Supply Chain Operations. The working
group is led by Rob George, Future’s
SVP of eCommerce & Transformation,
who oversees the Group’s progress on
initiatives and against our targets.
In June 2024, we held in-person
workshops with members of the Climate
Pillar working group, as well as a selection
of Future’s leadership and representatives
from SLR Consulting, in order establish
our strategic objectives for achieving
our carbon emission reduction goals and
therefore build the foundations for our
Climate Transition Plan.
Why is this important to Future?
At Future, we are committed to delivering
a sustainable, transparent and well-
governed business. We are principled and
transparent in reducing our own impacts,
and behaving ethically.
There are many ways in which we ensure
our business is sustainable, from sourcing
paper responsibly to our travel policies,
and we also have brands at the forefront
of the narrative on sustainability. You can
find more information on the importance
of sustainability within Future content on
page 33.
Our Climate Action Goals
Our ambition is to reduce our overall
Greenhouse Gas (GHG) emissions by 42%
by FY 2030, and by 90% by 2050, across
Scopes 1, 2 and 3.
Our targets for the reduction in GHG
emissions in both the short and long-
term align with the SBTi Corporate
Net-Zero Standard, which defines
corporate net-zero as ‘reducing scope
1, 2 and 3 emissions to zero or a residual
level consistent with reaching net-zero
emissions at the global or sector level
in eligible 1.5C-aligned pathways,’ and
‘permanently neutralising any residual
emissions at the net-zero target year
and any GHG emissions released into the
atmosphere thereafter’.
We recognise that the SBTi both defines
and promotes best practice when it
Reducing Waste: Sourcing Paper
Paper is the largest raw material we use
as a group. We work hard to make sure
that whatever we consume, we do it in
a way that is ethically responsible and
environmentally sustainable. Our paper is
sourced and produced from sustainable,
managed forests, conforming to strict
environmental and socio-economic
standards. Our paper mills and paper
merchants all hold full FSC (Forest
Stewardship Council) certification and
accreditation, showing our commitment
to sourcing paper supplies from
sustainable sources.
Recycling of Unsold Magazines and
Gifts
The Group is strongly incentivised
to minimise the number of unsold
magazines and we employ sophisticated
techniques to help achieve this.
In the UK, Future’s unsold magazines
are used in recycled paper manufacture.
We also support the PPA’s (Professional
Publishers Association) voluntary
Recycling Deal with the Government,
encouraging readers to recycle their
magazines after use, and we are full
members of the OPRL (On-Pack-
Recycling-Label) Scheme. which
provides full access to and use of correct
recycling labelling, instructing consumers
on how to responsibly recycle or dispose
of our magazines and packaging.
APEX is our proprietary technology
which gives us precise visibility of the
volumes sold by store, so we can improve
the quality of our allocations. Each store
receives a bespoke allocation by brand,
based on the national sales forecast
and their sales history by issue. Our
efficiencies have come from 2 key areas:
• Removing copies going to stores that
were not selling sufficient volumes;
•
Improving the efficiency of medium
sized stores that are selling copies, but
with excessive unsold products.
We are pleased to report we have saved
9m copies (across Future’s own brands
and Marketforce’s external client brands)
from waste since the launch of APEX in
FY 2023, and plan to improve this even
further into FY 2025.
Packaging
We comply with our obligations under
the Producer Responsibility Obligations
(Packaging Waste) Regulations, and
carry out an annual packaging waste
24
Future plc
audit where we declare our packaging
waste volumes and offset our waste
with the purchase of Packaging Waste
Recovery Notes. Our UK subscription
copies are all mailed in paper-wrap, along
with the majority of promotional packs
to the retail newsstand. We remain
committed to ensuring recycling logos
show the latest information available on
recyclability of the wrappers, directing
customers to recycle the bags at local
supermarkets.
Recycling and waste management in
the office
All of our offices have clearly defined
communal waste and recycling areas.
Our in-office signage for colleagues
ensures we all play an active part in
recycling. We have separate general
waste, mixed recycling and food waste in
all offices, and we operate a zero single-
use plastic policy, which has significantly
reduced our impact already. We work
with our waste provider to complete
quarterly reporting to trace waste usage
more efficiently and monitor progress on
reducing waste that is sent to landfill.
FY 2021
FY 2022
FY 2023
FY 2024
Total
waste
(tonnes per
year)
15.129
32
24
17.64
Total
recycled
(tonnes per
year)
5.354
(35.4%)
21
(67%)
15.8
(65%)
10.99
(62.3%)
Locations
4 PY
3 PY
3 PY
4
Digital
We began working with Scope3.com in
FY 2023, a specialist tech platform that
offers a comprehensive and accurate
tool to analyse emissions throughout the
lifecycle of a digital advertisement. This
gave us visibility of the GHG emissions
our digital activity produces. We are also
able to identify ways in which we can
reduce those emissions, and have taken
the following steps in FY 2023 and part
of FY 2024 which has reduced our digital
impact by 36%:
•Reducing the number of third party
resellers we allow our direct partners
to use
•Switching from a managed service
wrapper by a third party to running our
own pre-bid managed solution
•Reducing partners with lower revenue
impact and thus emissions trade off is
less viable
We expect to see a further reduction of
around 60% year on year in FY 2024,
which we will report on in our FY 2025
Annual Report. We are able to make
this assumption because the digital
data is live in the Scope3.com platform,
whereas the FY 2024 print and paper
metrics will be gathered from our
suppliers in April 2025. The actions we
took above were partway through FY
2023 and in the first half of FY 2024,
hence the impact will be spread across
the two years.
Streamlined Energy & Carbon Report
(SECR)
In accordance with the Companies Act
2006 (Strategic Report and Directors’
Report) Regulations 2013 (‘the 2013
Regulations’) and the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon
Report) Regulations 2018.
Scopes 1 & 2: Methodology
Our reporting covers our UK, US and
Australian entities: Future Publishing
Limited, Future US, and Mozo Pty
Limited. Acquisitions have been included
from the date of acquisition.
We have used the Environmental
Reporting Guidelines: including
streamlined energy and carbon
reporting guidance and Greenhouse Gas
Protocol methodology for compiling this
greenhouse gas (GHG) data; and have
included all required emissions sources.
GHG emissions factors have
been sourced and applied from
BEIS conversion factors for GHG
emissions. The equivalent reports
on US properties used the regional
factor for New York, California and
Washington D.C provided by United
States Environmental Protection
Agency, sourced from carbonfootprint
for emissions associated with grid
electricity consumption. For Australia we
used the CO2e factors provided by the
Government of Australia sourced from
carbon footprint for different regions.
Estimated Data
5% of the Energy data (kWh) and 5% of
the emissions data (tCO2e) are based on
estimated value due to unavailability of
electricity data for one or more sites.
As a group with only office-based
activities and no manufacturing
activities, under the GHG Protocol
Corporate Standard, emissions fall under
Scope 1 (combustion of fuel) and Scope 2
(purchase of electricity).
Intensity Ratio
We are using Revenue in £m as our
chosen metric to calculate our Intensity
Ratio. Our GHG emissions CO2e intensity
for FY 2024 is 0.58 tCO2e per £1m
revenue, which is a decrease of 7.94%
compared to FY 2023.
Energy Efficiency Action Taken
• Electric car charging points now
installed in Reading, Cardiff and both
Bath offices
• Energy contracts are 100% renewable
energy
• New boilers have been installed in our
Bath office that have helped reduce gas
usage by 25%
• Compliance with the ESOS scheme and
energy surveys completed at various
UK offices. We are in the process of
developing an action plan following
these surveys
Scope 3
At Future we recognise the
environmental impact of our business
activities across our global value chain
and appreciate the need to measure
our impact. We are pleased to disclose
our Scope 3 footprint, measuring the
impact of our activities in FY 2023.
This follows our first Scope 3 footprint
disclosure in last year’s annual report,
covering our activities in FY 2022. Our
Scope 3 emissions represent nearly
100% of our total carbon footprint. The
top three material categories are 1 –
Purchased Goods & Services, 11 – Use
of Sold Products, and 4 – Upstream
Transportation & Distribution, so this is
where we have focused the majority of our
efforts to reduce our carbon emissions.
It is worth noting that we are reporting
our FY 2023 Scope 3 footprint because
our suppliers collate a significant share
of the underlying data (particularly
relating to the physical supply chain of
our magazines) on a calendar year basis.
We followed the Greenhouse Gas
Protocol Corporate Value Chain (Scope
3) Accounting & Reporting Standard
and Technical Guidance for Calculating
Scope 3 Emissions. We first conducted a
high-level screening of the 15 categories
of Scope 3 emissions listed in the
Greenhouse Gas Protocol for Future,
to determine relevance. Acquisitions
have been included from the date
of acquisition.
Our Scope 3 footprint is detailed in
the table below. The most material
categories of Scope 3 emissions for
Future continue to be:
Pillar 1
Climate
Corporate Responsibility
25
Annual Report and Accounts 2024
• The GHG emissions from producing the
paper in our magazines, and the printing
and distribution of those magazines
• The GHG emissions associated with
the serving of ads alongside our online
content
• And all the other emissions associated
with the products and services we buy,
such as marketing and hosting services
We excluded four categories following
the screening exercise:
• Category 8:
Upstream Leased Assets:
all emissions from leased assets are
already included in our Scope 1 and 2
footprint
• Category 10:
Processing of Sold
Products: no products sold by Future
are further processed by another
company before being sold to the end
consumer
• Category 14:
Franchises: Future does
not operate any franchises
• Category 15:
Investments: Future has
two equity investments. One of these
companies has no activities, and the
other is active, but is excluded based on
a de minimis rationale. It has a very low
book value and there is no data available
on the associated GHG emissions.
The emissions for each category were
then calculated based on the best
available data. A detailed description can
be found in the reporting methodology.
Key categories were calculated as follows:
• Category 1:
Purchased Goods and
Services: Primary data was used for
the emissions from the physical supply
chain: paper, print and distribution.
Most other emissions were calculated
through a spend-based analysis, using
sector-average emission factors.
Suppliers within the top 60% of
spend categories were researched for
supplier-specific emission-factors
• Category 4:
Upstream Transportation
and Distribution and Category 9:
Downstream Transportation and
Distribution: These categories relate to
the physical print supply chain and were
calculated based on primary data from
logistics partners
• Category 11:
Use of Sold Products: most
of the GHG emissions in this category
relate to the ad serving process. These
were calculated by Scope3.com, the
specialist tech platform that enables
us to measure the carbon footprint of
our digital advertising value chain. The
remaining emissions relate to the use
of consumer devices to access Future’s
content which were calculated based
on actual user data and typical device
power consumption data from the
Carbon Trust and DIMPACT whitepaper
on the Carbon impact of video
streaming.
Topic
FY 2024 Progress
FY 2025 Objectives
Climate Change - Direct (Scope 1 & 2)
1 We have published our Scope 1 & 2 emissions data.
2 We have installed new boilers in our Bath office to reduce gas
usage.
3 Our entire UK office portfolio now has LED lighting installed.
1 We will continue to publish our Scope 1 & 2 emissions data.
2 We will continue negotiations with our electricity providers, as
this will contribute towards our near-term target (42% reduc-
tion in overall GHG emissions by 2030).
Climate Change - Indirect (Scope 3)
1 We have published our most recent Scope 3 report, for FY
2023 (see page 26) and have reduced our emissions by 27%
year on year.
2 We have reduced our digital emissions by 36% year on year,
our emissions from paper production have reduced by 29% and
our emissions from printing have reduced by 72%.
3 We continued to use data centre technologies that are 100%
powered by renewable energy, and our usage continued to be
scaled according to demand.
4 We have begun developing a supplier framework in order for
us to start holding our key suppliers accountable regarding
sustainability.
1 We will publish our Scope 3 report for FY 2024.
2 We will continue to reduce our digital emissions through
reductions in adserving emissions, and emissions related to our
magazines through APEX (see page 23) and by ordering paper
according to actual need.
3 We will continue to use data centre technologies that are 100%
powered by renewable energy, and our usage will continue to
be scaled according to demand.
4 We will utilise our supplier framework in order for us to start
holding our key suppliers accountable regarding sustainability.
Value Chain Impacts
1 We continued to produce hard copy issues from certified or
responsibly-sourced paper.
2 We continued to not use plastic covermounts, and to package
in recyclable materials.
3 We continued to disclose our waste and tonnage through
our annual return to DEFRA. We also continued to implement
industry-wide initiatives, e.g. recycling logos in our magazines
and on the recyclable plastic, and encouraging recycling in the
panels.
1 We will continue to produce hard copy issues from certified or
responsibly sourced paper.
2 We will continue to not use plastic covermounts and to pack-
age in recyclable materials.
3 We will continue to disclose our waste and tonnage through
our annual return to DEFRA. We will also continue to implement
industry-wide initiatives, e.g. recycling logos in our magazines
and on the recyclable plastic, and encouraging recycling in the
panels.
What have we accomplished in FY 2024?
26
Future plc
Scope
Description
Unit
CHANGE
FY24 (PY)
FY23 (PY)
FY22 (PY)
1
The combustion of fuel: gas for heating
and fuel for vehicles.
tCO2e
UK
(19.44%)
116
144
154
US
-
-
-
-
AUS
-
-
-
-
TOTAL
(19.44%)
116
144
154
2 (Location-based)
The purchase of electricity, heat, steam or
cooling by the Group for its own use.
tCO2e
UK
(5.91%)
271.23
288.28
271.81
US
(9.56%)
58
52.94
71.76
AUS
(3.29%)
9.11
8.82
9.3
TOTAL
(3.35%)
338.33
350.04
352.87
2 (Market-based)
The purchase of electricity, heat, steam or
cooling by the Group for its own use.
tCO2e
UK
(52.54%)
84.75
178.56
147.85
US
9.56%
58
52.94
71.76
AUS
(8.62%)
8.06
8.82
9.3
TOTAL
(37.25%)
150.8
240.32
228.91
1 & 2 (Location-based)
Total Emissions
tCO2e
TOTAL
(8.20%)
454
494
507
Total Revenue
£m
TOTAL
(0.09%)
788.2
788.9
825.4
Intensity Ratio - Location-based (1&2)
tCO2e/£1m
GLOBAL
(7.94%)
0.58
0.63
0.61
1
Direct & Indirect Energy Consumption
kWh
UK
(19.74%)
616,511
768,155
820,246
US
-
-
-
-
AUS
-
-
-
-
TOTAL
(19.74%)
616,511
768,155
820,246
2 (Location-based)
Direct & Indirect Energy Consumption
kWh
UK
(5.90%)
1,309,978
1,392,152
1,575,827
US
18.84%
272,733
229,505
413,121
AUS
10.83%
13,390
12,082
11,773
TOTAL
(2.30%)
1,596,101
1,633,740
2,000,720
1 & 2 (Location-based)
Total Direct & Indirect Energy Consumption (kWh)
kWh
TOTAL
(7.88%)
2,212,612
2,401,895
2,820,966
Intensity Ratio - Location-based (1&2)
kWh/£1m
GLOBAL
(26.81%)
2,807.17
3,835.58
3,417.70
3
Total Scope 3 Emissions - Market-based
tCO2e
TOTAL
(26.84%)
-
101,535
138,393
3
Category 1: Purchased Goods and Services
tCO2e
GLOBAL
(30.11%)
-
40,513
57,965
3
Category 2: Capital Goods
tCO2e
GLOBAL
(26.39%)
-
597
811
3
Category 3: Fuel and Energy-related Activities
tCO2e
GLOBAL
(45.97%)
-
134
248
3
Category 4: Upstream Transportation and Distribution
tCO2e
GLOBAL
17.06%
-
7,890
6,740
3
Category 5: Waste Generated in Operations
tCO2e
GLOBAL
(0.86%)
-
2,987
3,013
3
Category 6: Business Travel
tCO2e
GLOBAL
80.29%
-
2,717
1,507
3
Category 7: Employee Commuting
tCO2e
GLOBAL
0.37%
-
3,280
3,268
3
Category 9: Downstream Transportation & Distribution
tCO2e
GLOBAL
7.06%
-
2,471
2,308
3
Category 11: Use of Sold Products
tCO2e
GLOBAL
(35.78%)
-
37,616
58,578
3
Category 12: End-of-Life Treatments of Sold Products
tCO2e
GLOBAL
(15.56%)
-
3,045
3,606
3
Category 13: Downstream Leased Assets
tCO2e
GLOBAL
(18.34%)
-
285
349
Total Scope 1, 2 & 3 - Market-based
tCO2e
GLOBAL
(26.76%)
-
101,919
138,775
Corporate Responsibility
27
Annual Report and Accounts 2024
Increased consumer recycling of copies
Reduction from all other Category 1 emissions
Reduction in paper manufacturing emissions
Greener employee travel
Reductions from logistics partners
Reduction in ad serving emissions
Reduction from all other Scope 3 emissions
Reduction in print manufacturing emisssions
Baseline
Adjusted Forecast based on FY 2023
achievements
Key
In order to achieve Net Zero by 2050, we are
following a broad programme of actions to
reduce our carbon emissions across Scopes
1, 2 and 3. We aim to reduce our overall
Scope 1, 2 and 3 Greenhouse Gas (GHG)
emissions by 42% by FY 2030 and 90%
by 2050 from a FY 2022 baseline. This is
aligned with the latest climate science.
Our Scope 3 emissions represent nearly
100% of our total carbon footprint. The top
three material categories are:
•
1 Purchased Goods & Services
•
11 Use of Sold Products
•
4 Upstream Transportation
& Distribution
Carbon Reduction Pathway
The chart above shows our carbon
reduction pathway, first published in our
FY 2023 Annual Report. It starts at our FY
2022 baseline and demonstrates where
and when we expect to see reductions
throughout our value chain up until
2050, taking into account our expected
organic growth rate. We plan to mitigate
the remaining 10% GHG emissions by
“neutralising” through carbon removals,
although we will revise this over time based
on our progress, as our aim is to reach net
zero without needing to utilise offsets.
We developed our Carbon Reduction
Pathway through a series of workshops
across the business, identifying key
decarbonisation levers to understand how
each area will contribute to achieving our
emission reduction ambition. The chart
highlights what we achieved in FY 2023 (the
red dot), which is significantly lower than
planned.
Scope 3 Progress in FY 2023
Our overall Scope 3 footprint has decreased
significantly from FY 2022, by 27%, and
faster than we had anticipated. The chart
above has been updated to include a red
dot showing where we are now (FY 2023)
and with a dotted line to show an adjusted
forecast for the coming years.
We can largely attribute the decrease to our
improved ad-serving process and how we
select advertising partners (see page 24 for
more details): our average emissions per
1,000 impressions decreased by 36% year-
on-year, significantly reducing our Category
11 – Use of Sold Products emissions.
Another key contributor to our decrease
this year was Category 1 – Purchased Goods
& Services. Category 1 emissions include
those from paper (-29%) and print (-72%). Our
continued shift to more digital offerings led
to a reduction in paper weight and, therefore,
associated emissions. The launch of APEX
has massively reduced wastage (see page
23), and we are now stocking less paper and
order more accurately to budget.
Emissions from Category 3 have also
reduced by 46% year on year, due to a 37%
reduction in energy usage across Future’s
sites and a 17% decrease in company
vehicle mileage.
Transition Plan
The UK Transition Plan Taskforce (TPT) was
set up by the UK Government in April 2022 to
develop the gold standard for private sector
climate transition plans in the UK. The UK
Government is still consulting on the required
disclosures. Once the final framework has
been published, we will review and look to
publish an updated climate transition plan. In
the meantime our focuses are:
Short term (0-3 years):
• Reduction in emissions from adserving and
our print value chain (see notes above on
progress in FY 2023. We’re unlikely to see
as steep a decrease from our print value
chain in FY 2024)
• Energy contracts to be 100% renewable
energy (completed in FY 2023)
• Build a suitable framework in order for
us to start engaging with key suppliers
regarding sustainability - encourage them
to adopt 1.5
o
aligned carbon reduction
targets (we have started to build the
framework in FY 2023)
• Engage with our employees to encourage
and incentivise low-emission commuting
and work travel
Medium term (3-6 years):
• Further reduction in adserving emissions
• Further reduction in emissions from our
print value chain as a result of our move
to digital subscriptions and the expected
(and continued) decline in the magazine
industry
• Continue to engage with key suppliers
regarding sustainability - encourage them
to adopt 1.5
o
aligned carbon reduction
targets, and prioritise spend with suppliers
who are aligned with our climate goals
Long term (>6 years):
• Further reduction in adserving emissions
• Significant reduction in emissions from
our print value chain as a result of our
move to digital subscriptions and the
expected (and continued) decline in the
magazine industry
• Engage with all suppliers regarding
sustainability - encourage them to adopt
1.5
o
aligned carbon reduction targets and
prioritise spend with suppliers who are
aligned with our climate goals
• Electrification of heating across our
offices where possible
Net Zero Roadmap
Carbon Reduction Pathway
Corporate Responsibility
27
Annual Report and Accounts 2024
2025
2030
2035
2040
2045
2050
150,000
100,000
50,000
0
CO2 emissions (tonees)
28
Future plc
on our website at www.futureplc.com.
Throughout FY 2024, we have built
our data-driven DE&I Strategy. In May
2024, we held Diversity & Inclusion
listening sessions designed to provide
a safe and supportive environment for
open dialogue and sharing. We aimed to
foster understanding and appreciation
of diverse experiences, perspectives
and challenges within Future, and
to gain valuable insights to inform
our DE&I Strategy and initiatives. 10
sessions were held, each focusing on
one of the following groups: LGBTQIA+,
ethnic minority/diversity, disability,
neurodiversity, and women & gender
diverse. We also started collecting
company-wide diversity data for the
first time this year, gathered and housed
within our Human Resources Information
System (HRIS). The questions, which
were tailored by country, were centred
on gender, the LGBTQIA+ community,
disability, ethnicity and socio-economic
demographics, with an option to choose
‘prefer not to say’.
Requirement
In accordance with the requirements of
the UKLR 6.6.6R, the Board is required
to provide a statement as to whether it
has met certain targets related to gender
and ethnic diversity at Board level.
Board Statement
The Board confirm that as of 30
September 2024, 1 out of 3 diversity
targets were met:
Since the departure of Penny Ladkin-
Brand, we no longer have a woman in the
role of CFO and the percentage of women
on the Board has reduced to 33.3%,
with no women in a Senior Position on
Why is this important to Future?
In order to attract, retain and develop
diverse talent, we continue to invest in
our people strategy, to ensure that we are
an employer of choice for all.
To create content that our customers
love, we value diversity in our business,
people and thoughts. This is what drives
diversity in content, discussion and views,
enriching lives. At Future:
• Everyone is welcome
(diversity, equity & inclusion)
• Everyone can shine
(learning & development)
• Everyone is engaged
(colleague engagement)
• Everyone is supported
(well-being & safety)
Everyone is welcome (diversity, equity &
inclusion)
We ensure we are inclusive from the
recruitment stage and through the
colleague lifecycle. We work hard to
ensure that we attract, retain and develop
diverse talent, educating our leaders in
the importance of diversity, and reviewing
our internal processes so that they
remain as free from bias as possible.
We recognise that to reach diverse
communities through our content, we
must first ensure ours is a workplace in
which diversity can thrive. Embracing
diversity underpins our commitment
to providing equal opportunities to our
current and future colleagues, and to
applying fair and equitable employment
practices. We codify this through our
Diversity, Equity and Inclusion (DE&I)
Policy, and our Values, which you can find
the Board. Please refer to the Chair’s
statement around Board diversity and
succession (page 9).
22.2% of the Board members in FY 2024
were from an ethnic minority background.
As above, more details on the context of
this can be found on page 9.
Approach to data collection
Gender and ethnicity data for the
Board and executive management is
collected on an annual basis through a
standardised process managed by the
People & Culture team.
Each Director and member of the
executive management team is asked
to complete a confidential and voluntary
form, through which the individual is
able to self-report on their ethnicity
and gender identity. Alternatively,
they can specify that they do not wish
to provide such data. The criteria of
the questionnaire are aligned to the
definitions specified in the UK Listing
Rules and set out in the tables below.
The Company’s approach to data
collection is consistent for the purposes
of all diversity-related reporting
requirements under the Listing Rules and
across all individuals in relation to whom
the data is being reported.
Disability
When considering recruitment, training,
career development, promotion or any
other aspect of employment, we strive to
ensure that no colleague or job applicant
is discriminated against, either directly
or indirectly, on the grounds of disability.
If a colleague becomes disabled while in
employment - and as a result is unable
PILLAR 2: CULTURE
We invest in our colleague experience, championing
Diversity, Equity & Inclusion (DE&I) and creating development
opportunities for all. Colleague engagement and well-being
underpin this pillar.
All
Employees
Number
of Board
members
Percentage
of the
Board
Number of
Senior Positions
on the Board
Number in
Executive
Management
(ELT & Company
Secretary)
Percentage
of Executive
Management
(ELT & Company
Secretary)
Number of
Direct Reports
to Executive
Management
(SLT)
Percentage of
Direct Reports
to Executive
Management
(SLT)
Male
46.7%
6
66.7%
4
11
78.6%
54
69.2%
Female
52.8%
3
33.3%
-
3
21.4%
24
30.8%
Not disclosed/unknown
0.5%
-
-
-
-
-
-
-
Number
of Board
members
Percentage
of the
Board
Number of
Senior Positions
on the Board
Number in
Executive
Management
(ELT & Company
Secretary)
Percentage
of Executive
Management
(ELT & Company
Secretary)
Number of
Direct Reports
to Executive
Management (SLT)
Percentage of
Direct Reports
to Executive
Management (SLT)
White
(or other white including minority white groups)
7
77.8%
3
11
79%
72
92.3%
Mixed/multiple ethnic groups
-
-
-
-
-
1
1.3%
Asian/Asian British
2
22.2%
1
1
7%
5
6.4%
Black/African/Caribbean/Black British
-
-
-
-
-
-
-
Other ethnic group including Arab
-
-
-
1
7%
-
-
Not specified/prefer not to say
-
-
-
1
7%
-
-
Corporate Responsibility
29
Annual Report and Accounts 2024
Training & Development
Investment in our people has been a key
focus at Future throughout FY 2024. This
year has seen a transformational change
in the Group’s approach to training &
development, as we set out to develop
a comprehensive & diverse programme
of training opportunities available to all
Future colleagues, including part-time
colleagues and freelancers. Throughout
FY 2024, we have delivered over 214
training sessions to colleagues from
across the business, an increase of over
78% from last year. We have also seen
over 3,500 enrollments in our e-learning
courses available through our training
platform, Future University, with 1,509
unique students, equating to over 50% of
the business.
The company-wide internal training
programme launched in FY 2023 has
continued, offering ‘Skills Workshops’,
including sessions such as the basic
and advanced use of spreadsheets,
and
‘Knowledge Hours’, covering topics such
as the use of TikTok for Writers and
Editors, Representation in the Media and
Google Algorithm Refreshers.
In the FY 2023 Colleague Engagement
Survey, colleagues at Future indicated
a desire for more role-specific
training sessions, particularly those
in management and editorial roles. In
response to this, we developed and
launched our Manager Development
Programme and Editorial Training
Programme.
Editorial Training
Our Editorial Training Programme was
devised in response to the increased
demand for job-specific development
training, with topics identified following a
skills gap survey shared with all editorial
colleagues. In alignment with our GAS,
a particular focus for the sessions was
social media support and training for
digital writers on HAWK (our in-house
price comparison, eCommerce and
affiliate link technology). Utilising
our internal experts, we produced a
comprehensive package of training that
has equipped our colleagues with the
tools to make the most of their talents.
Subjects have ranged from InDesign and
Adobe After Effects, to Rights Training,
as well as Feature and News Writing.
Although aimed at colleagues working in
editorial, these sessions were available
to all Future colleagues.
We have also officially partnered with
the National Council for the Training
of Journalists (NCTJ) to bring together
leading expertise in media law, and have
produced a bespoke training package
for our content creators that reflects the
needs of a specialist media company.
Last year, we partnered formally with
Sunderland University to offer the Level
7 Journalism Apprenticeship to Future
editorial colleagues. We were delighted
to support another cohort of colleagues
who started this course in September
2024. Our Finance team has now also
partnered with the educational provider
First Intuition, allowing colleagues to
earn their CIMA and ACCA qualifications,
which are fully-funded by Future.
Other Training
Further job-specific training
programmes are also available
through the apprenticeship levy; the
apprenticeships offered vary in length
from 13 to 48 months depending
on the level of qualification, and are
available in areas including Leadership &
Management, Editorial, Finance, Human
Resources and Project Management. The
apprenticeship training and qualifications
offered are available to all Future
colleagues within England and Wales.
We have also widened our scope
of support for degree programmes
and certifications at Future through
our partnership with Coursera. This
forms part of our plan to provide a
more equitable training offer to all our
colleagues no matter where they are
based. Coursera offers specialised and
role-specific courses, such as Storytelling
and Branding in Content Marketing, and
accredited courses, such as an Advanced
Data Analytics Professional Certificate,
as well as degree programmes, such as
an MBA in Business Analytics, which
provides a great alternative to the
apprenticeship option available to our
colleagues in England and Wales.
Management Development
Our Manager Development Programme
(MDP) at Future was designed to
support managers to build and sustain
a healthy, high-performing culture at
Future, a key element of our GAS (page
12). The programme consisted of 3 x 2
hour live workshops. The areas covered
were: Holding Successful 1 to 1s &
Delivering Feedback, Managing Difficult
Conversations, and Holding Career
Development Conversations. Throughout
FY 2024, we delivered 119 Manager
Development sessions, equating to over
250 hours of training.
to perform their duties - we will make
every effort to offer suitable alternative
employment and assistance with
retraining.
Everyone can shine (learning &
development)
FY 2024 has seen Future welcome over
550 new colleagues into the business.
We have continued to use our on-
boarding tool (enboarder) to further
enhance the colleague journey, and we
continue to build content into our flexible
online learning portal, Future University,
which gives colleagues access to bitesize
learning opportunities at a time that is
convenient for them.
Future Academy
The Junior Talent scheme launched
in September 2023, Future Academy,
was created to encompass talent
pathways for graduates of University
or other Further Education, allowing
them to kick-start their career in the
media industry. In addition to on-the-
job training, 10 soft skills training
sessions were held for the cohort
across FY 2024, including workshops
on communication, confidence building,
presentation skills, professionalism and
critical thinking.
Annual Performance Reviews
At Future, we have always encouraged
regular performance reviews for all
colleagues, but after the launch of our
Growth Accelerator Strategy (GAS) at
the end of FY 2023 (more information
on page 12), we recognised a need for a
formalised Performance Management
Framework, which would establish
regular performance appraisals and
clear feedback processes, as well as
ensuring the goals of our workforce were
aligned with our business goals, and
ultimately recognising and rewarding
colleagues fairly and in alignment with
their performance.
We launched company-wide SMART
(Specific, Measurable, Attainable,
Relevant & Timely) goals in December
2023. All Future colleagues set 3-6 goals
which aligned with their line manager’s
goals and the wider company goals, and
at least one personal development goal.
Progress against these goals has formed
the basis of the quarterly performance
reviews that take place for every colleague
at Future, and also informed performance
scores and salary reviews for each
individual at the end of FY 2024, as part of
their annual performance review.
30
Future plc
proud of, not least because it is a 4.6 pp
improvement on the previous year. The
insightful feedback provided will inform
our People & Culture strategy for FY 2025.
Internal Communications
We have a consistent rhythm of internal
communications that engage all our
colleagues in regular updates, formal and
informal, in person and online. Our weekly
Snapshot, for example, is an email sent to
all Future colleagues, and highlights brand
and team updates, as well as showcasing
anything colleagues have done which
is worth celebrating. All colleagues
are given frequent opportunities to
ask questions directly of the senior
management and receive direct feedback
(including the aforementioned Coffee &
Connect Sessions). Our Town Halls are
held every other month and all colleagues
are invited to ask open questions, which
are answered by the ELT during the
livestream. Jon Steinberg, CEO, also
sends frequent all-company emails to
update colleagues on initiatives and solicit
feedback. We also run Star of the Month
activities and annual awards aligned to
our values.
Our Communities
We have communities that look after
each of our office locations. Each
community is a team of volunteers from
across departments who are passionate
and enthusiastic about building a sense
of community and connectivity at
Future. They work hard to keep everyone
informed, give them a chance to provide
feedback, and to connect in relaxed
and enjoyable environments through
organised social events. For example
(and there are many more):
• Our New York Community organised
a Colleague Appreciation Week and
brought a Meditation Studio to the
office, and our Czech Community went
go-karting.
• Our Bath Community launched a Craft
Club, wreath-making and wine-tasting
sessions, a Jane Austen tea party and
even a session where colleagues could
spend time with puppies.
• Our Atlanta Community held a Korean
BBQ evening, went to watch The
Braves, and rented out a cinema for
a movie night. Our Washington, D.C.
Community organised Happy Hours and
our Canada Remote Community held a
Stampede Celebration.
• Our UK Remote Community have held
multiple themed lunch & learns with
external speakers as well as a remote
office Olympics.
• Our
LA Community held a Met Gala-
themed Tea Party, a Rainbow-themed
Bagel Breakfast for Pride and an Emily in
Paris Celebration.
Charity and fundraising events are often
at the heart of our office communities.
You can read more about the charitable
initiatives that took place in FY 2024 on
page 32.
Reward
In addition to our formal Performance
Management Framework, colleagues’
involvement in the Company’s
performance is encouraged through
share schemes and other initiatives such
as our Profit Pool. This is all in addition to
the other benefits we offer. We strongly
believe that colleagues being able to
benefit from the success of the Company
leads to greater engagement, and a
greater sense of personal involvement in
the future success of the business.
Everyone is supported
(well-being & safety)
At Future, prioritising health and
colleague well-being is a critical part
of our Company culture. By supporting
our colleagues physically, mentally and
emotionally, they can be fulfilled in their
career and thrive in their roles.
Safeguarding
At Future, we recognise that due to
the nature of the internet and online
communities, some Future colleagues
- particularly those whose writing is
published online - are at risk of receiving
online harrassment. Throughout FY 2024,
we have continued to promote our Future
Safeguarding site, which is accessible to
all Future colleagues through our central
hub, Futurenet, and provides support and
information to all colleagues, should they
feel uncomfortable about any negative
online attention, from mild critiques to
implied or explicit threats. It also includes
our online harrassment policy and our
escalation procedure.
Health & Safety
Future is largely an office-based
environment; all locations across the
Group comply with relevant legislation
and we communicate our health and
safety policy to all colleagues. In the UK,
US & Australia, there were no fatalities
and 18 minor injuries across these sites
during FY 2024.
Benefits
We are committed to being a great place
to work and an employer of choice, and
Formal Talent Pipeline
Development Strategy
In FY 2024, our Talent Development
Team began the process of forming
Future’s talent pipeline development
strategy. This began with the editorial
skills gap analysis undertaken in
order to develop our Editorial Training
Programme. As we move into FY 2025,
the team plans to work alongisde Future’s
Talent Acquisition Team to assess and
predict the hiring and subsequent training
needs of the business within the next 1-3
years, in alignment with our GAS business
strategy, which is laid out on page 12.
Succession Planning
As well as the training opportunities
we offer focusing on internal upward
mobility, all members of the Executive
and Senior Leadership Team (ELT and
SLT respectively). have been assessed
by their line managers according to
the 9 box grid method. This has been
utilised as a method of succession
planning at multiple levels, identifying
colleagues within the SLT as potential
candidates for filling any executive
leadership positions that may become
vacant, and likewise any colleagues
already established within the ELT,
should further responsibilities become
available. All members of the ELT were
also assigned a member of our Board
as a mentor as a result of the 9 box
grid assessment, and received training
tailored to their personal development
needs.
Everyone is engaged
(colleague engagement)
Annual Colleague Engagement Survey
The feedback we received in the FY
2023 Colleague Engagement Survey
informed the FY 2024 People &
Culture Strategy. For example, Future
colleagues suggested a desire for more
opportunities to communicate upwards
with the Executive Leadership Team
and, since January 2024, we have put
on 19 Coffee & Connect Sessions,
allowing colleagues to communicate
with leadership in an informal setting.
Other projects inspired by the FY 2023
feedback included our rollout of SMART
goals and our Performance Management
Framework, and our Editorial Training
Programme and Manager Development
Programme (page 29).
Following our FY 2024 Colleague
Engagement Survey we are pleased to
report that we achieved a 77% response
rate, and an overall engagement rate
of 73%, a figure we are particularly
Pillar 2
Culture
Corporate Responsibility
31
Annual Report and Accounts 2024
Topic
FY 2024 Progress
FY 2025 Objectives
Everyone is welcome
(diversity, equity & inclusion)
1 In May, we held listening sessions for our colleagues with
protected characteristics, using the feedback from these
sessions to inform our DE&I Strategy and our plans for future
initiatives.
2 We utilised the feedback provided through our Annual
Colleague Engagement Survey and our DE&I Listening
Sessions to determine the priorities within our DE&I Strategy,
which we will build on in FY 2025.
3 We launched Inclusive Recruitment & Unconscious Bias
training for all hiring managers, and updated many of our
recruitment processes and documentation to ensure equity
and inclusivity throughout.
4 We have started collecting company-wide diversity data, which
will be used to inform the creation of the metrics and targets of
our DE&I strategy.
1 We will review our equitable and accessible facilities, and inclusivity
and comfort in inductions and training sessions.
2 We will review and update our global People policies with more
inclusive language, as part of our annual policies review against the
external market.
3 We will continue the Inclusive Recruitment & Unconscious Bias
training for all hiring managers.
4 We will develop resources and training for managers around
supporting neurodiverse colleagues.
5 We will launch Employee Resource Groups, which will serve as a
platform for fostering community, support, and advocacy within
our diverse workforce.
Everyone can shine
(learning & development)
1 In our July Town Hall, we launched our Performance
Management Framework, which has formed the basis of
the quarterly performance reviews for all Future colleagues,
and informed performance scores and salary reviews for
each individual at the end of FY 2024, as part of their annual
performance reviews.
2 Throughout FY 2024 we delivered 214 training sessions, an
increase of over 78% from last year. In response to the FY 2023
Colleague Engagement Survey feedback, we have focused
particularly on the rollout of our Editorial Training and Manager
Development Programmes.
1 We will continue to develop our training offering according to
feedback provided through the Annual Colleague Engagement
Survey, and expect to launch programmes similar to the Editorial
Training Programme for other parts of the business.
2 We will continue to deliver our Manager Development Programme
to new managers, and build on the resources made available to
managers in FY 2024.
3 We will deliver carbon literacy training to our ELT and our Board, and
begin delivering the same to our editorial colleagues.
Everyone is engaged
(colleague engagement)
1 In FY 2024, we achieved a 77% response rate to our Annual
Colleague Engagement Survey, and a 73.5% overall engagement
rate, which was a 4.6 ppt improvement on last year.
2 In response to our FY 2023 Colleague Engagement Survey we
increased the number of Coffee & Connect Sessions with our
ELT and we launched our formal Performance Management
Framework.
1 We aim to increase our engagement rate in the FY 2025 Colleague
Engagement Survey.
2 We will use the feedback provided by Future colleagues through
the FY 2024 Colleague Engagement Survey to continue to improve
Future as a workplace.
Everyone is supported
(well-being & safety)
1 We currently have 18 trained Mental Health First Aiders at
Future across various locations, who support colleagues across
the business and are available to contact should colleagues feel
they need additional support.
1 We will continue to support the development of our Mental Health
First Aiders through re-training, and spread awareness of their
presence through internal communications.
recognise that our business cannot
thrive without a strong workforce. We
remain proud of our unlimited leave
policy. This year, unlimited leave became
an accessible benefit for our colleagues
in the Czech Republic, and is now a
non-salary benefit available to all Future
colleagues with the exception of nations
where the legal requirements state
otherwise.
All Future colleagues also receive
the non-salary benefit of discounted
subscriptions to Future magazines.
Other non-financial benefits include
those such as discounted gym
memberships and shopping discounts.
All Future colleagues are eligible for the
financial benefits of our Profit Pool. Our
financial benefits are referenced on page
97 (Directors’ Report on Remuneration).
Grievance Policy
We recognise that, in order for a workplace
to be fully supportive of its people, our
working environment must be one in
which colleagues feel comfortable and
indeed encouraged to air their grievances
and ideas for improvement. Future’s
grievance policy is central to our belief
that all colleagues should be treated
impartially, consistently and fairly - the
policy is internally accessible for all
Future colleagues through Futurenet.
We encourage colleagues to air their
grievances through open communication,
however if this option is not suitable
for any reason, then a colleague can
raise a grievance through the grievance
procedure. As per our grievance policy,
a colleague who wishes to raise a
grievance can do so by providing details
of the grievance in writing either to
their line manager, or a member of the
People Team via private and confidential
correspondence. In most cases the
colleague will be invited to a meeting by
one of our People Advisors or Business
Partners to discuss the grievance in more
detail. For all meetings that take place
throughout the grievance process, the
colleague has the right to be accompanied
by another Future colleague or a Trade
Union representative. Wherever possible,
the outcome of the grievance will be
communicated in writing within 15
working days of the grievance meeting.
Colleagues have a right to appeal against
the grievance decision or part of the
outcome. If a colleague wishes to appeal,
the reasons must be submitted in writing
to the People Team within 5 working days
following the receipt of the outcome. The
procedures involved in raising or escalating
grievances are entirely confidential and
entirely legally compliant.
In order to maintain a culture of openness
and accountability at Future, we also
maintain our Whistleblowing ‘Speak Up’
Policy, which details the formal procedure
followed should any issues be raised,
allowing colleagues to ‘speak up’ without
fear of reprisal.
What have we accomplished in FY 2024?
32
Future plc
at Cycle for Survival. The team cycled
for over 4 hours and raised an incredible
$3,300.
• In June, the team in New York organised
a donation drive for Pride Month,
collecting trial sized toiletries and cash
donations for unhoused LGBTQ+ youth.
• The Bath Community made a large
donation of sensory toys, weighted
blankets, ear defenders and more to
Off the Record, a mental health and
wellbeing charity supporting young
people aged 10-25 across Bath and
North East Somerset.
• The team in Cardiff held a charity bake
sale for the Huggard, Wales’s leading
charity for people who are homeless.
They also bought food and resources
for Action for Children’s annual trip to
Gorwelion and made a large donation of
essential items to the Cardiff food bank.
Our Atlanta community donated 26 wool
blankets to the Lost n Found LGBTQ+
Youth Center during winter.
We were also delighted to announce our
partnership with West Suffolk College,
specifically their Journalism and Media
Department. The networking event
held in our London office earlier this
year was received so well by the staff
and students at the College, and the
Future colleagues involved, that a formal
partnership was established and more
events of a similar nature put straight
into the pipeline. We are particularly
excited for a ‘speed-dating style’
networking event, set to take place in our
London office in December 2024, where
students will have the chance to have
quickfire conversations with colleagues
from all across Future’s workforce.
Charity & Fundraising
Each Future office has a brilliant
Communities team, responsible for
organising office social & charity events.
FY 2024 has been absolutely non-stop
with fantastic fundraising events run by
our Communities teams. Below are just
a few examples:
• In February, a group of colleagues based
in New York represented Team Future
Why is this important to Future?
As a leading media company with physical
bases across the globe and an even
greater digital reach, we acknowledge our
responsibility to ensure that our impact
on our communities is positive.
Social Impact
In FY 2023, we launched a partnership
with Career Ready, a not-for-profit
organisation focusing on creating
opportunities for young people from
lower socioeconomic backgrounds by
connecting them with local professionals
and supporting them throughout the
mentorship process.
We were delighted to see 22 Future
colleagues volunteering to dedicate their
time to mentoring a local young person
FY 2024, an increase of approximately
69% from the previous year, and that
some of our mentors were able to
offer their mentees a work experience
placement in one of our offices, opening
the door to media and publishing for
young people who might not have
otherwise considered these industries as
potential future career opportunities.
PILLAR 3: COMMUNITY
It is important to us that the effects we have upon our digital
and local communities are positive. This pillar is also the home
for our charity strategy and fundraising initiatives.
Topic
FY 2024 Progress
FY 2025 Objectives
Social Impact
1 After a successful networking event run this year by our Head
of Brand Marketing Mary Bird, we were delighted to confirm our
partnership with the Journalism department of West Suffolk
College. Due to its particularly rural location and distance from
London, the Journalism and Media Students at West Suffolk
College noted a difficulty in obtaining networking or work
experience opportunities within the industry they are so keen
to learn more about.
2 This year we were delighted to see the number of Future col-
leagues volunteering to mentor a local young person increase
by 70%, as part of our partnership with Career Ready. Multiple
colleagues were also able to organsie a week-long work experi-
ence for their mentee.
1 As part of our partnership with the Journalism and Media
Department at West Suffolk College, we hope to partake in
and host multiple networking events for the Journalism and
Media Students there. Preparations are already underway for
a ‘speed-dating’ networking event to take place in December,
whereby students have quickfire conversations with a selec
-
tion of Future colleagues, representing multiple departments,
gaining an overview of their role and their career journey so far
as well as sharing their own interests and passions.
2 We hope to continue to offer our mentorship programme
tocolleagues in FY 2025, and are currently exploring new
partnerships that would allow us to do this.
Charity & Fundraising
1 Multiple fundraising events were held by Future’s Communities
teams throughout FY 2024 and across the globe. Most of
these events were inspired by international days of recognition:
for example for Pride Month in June, New York colleagues
organised a donation drive for unhoused LGBTQ+ youth,
collecting cash donations and toiletries; a raffle in our London
Office was held for International Women’s Day, raising money
for the Marylebone Project, a centre for women facing
homelessness due to challenges such as domestic violence and
alcohol or drug abuse.
1 In FY 2025, we plan to work with the Communities teams to
support the planning and communications around volunteering
initiatives, encouraging as many colleagues as possible to use
the protected day of volunteering leave, which is available to all
Future colleagues.
2 We will continue to promote our Charity Matching Policy, which
encourages Future colleagues in their fundraising efforts for
registered charities by matching their contributions up to £300
or equivalent.
What have we accomplished in FY 2024?
Corporate Responsibility
33
Annual Report and Accounts 2024
Our content is what connects us to the public and is thus our
biggest opportunity to highlight ESG-related causes. It is also
through our content that we can set industry-wide standards.
and clear, whilst being realistic and
avoiding a moralistic stance.
FY 2024 has once again seen
multiple Future brands step forward
as leading voices on issues relating
to environmental sustainability and
the climate crisis. Within Women’s &
Luxury, Marie Claire have continued to
weave sustainability into the core of
their brand, providing topical content
all year round. March, for example, saw
the publication of content focusing
on the B Corp certification, ranging
from suggestions on B Corp-certified
fashion, beauty, food and home brands,
to a deeper dive into sustainability
within the beauty industry. In April,
the team celebrated Earth Month with
pieces on how to spot greenwashing,
and the dangers of microplastics.
In April 2024, our editor of TechRadar,
Lance Ulanoff, appeared on the
Our content is accessible, engaging,
authoritative and expert so that
audiences from diverse and global
backgrounds can fuel their passions
and/or gain valuable learning. We hold
ourselves to high standards, ensuring
our content is ethical, trustworthy and
in line with our values.
Why is this important to Future?
With a global monthly audience of over
479 million, it is utlimately our content
and the breadth of our reach that gives
us a unique opportunity to connect
people with their passions, as well as to
educate our readers on issues central
to sustainability, and to inspire them to
make more sustainable choices in their
day to day lives.
Diversity & Sustainability in our content
One of the primary ambitions within the
Content pillar is to embed diversity and
sustainability within our content, and to
ensure that our writers are equipped to
address these topics in a manner which
is sensitive, and grounded in knowledge
and confidence.
The biggest initiative to come out of
the Content Pillar in FY 2024 has been
Sustainability Mission Statements, which
have been completed by almost all of
Future’s brands. Each brand’s statement
includes their approach to covering
environmental and social issues in their
content, followed by 3 focus areas.
Popular themes emerged across brands
and verticals, such as commitments
to greater scrutiny of ‘green claims’
when promoting items, in a bid to avoid
greenwashing, and considerations about
how our brands can provide readers with
sustainability advice that is authentic
American Chat Show ‘LIVE with Kelly
and Mark’ as part of the show’s ‘Go
Green Week’, to discuss energy-
saving technology. TechRadar is also
currently planning its Sustainability
Awards, which will take place in 2025
in partnership with Seismic, and
will highlight areas such as avoiding
E-waste, digital inclusion, ‘Tech for
Good’ and supply chain sustainability.
Carbon Literacy at Future
We are pleased to announce that we
have created and will start delivering
our Carbon Literacy Training, created
in-house and certified by The Carbon
Literacy Project, to provide greater
learning opportunities to those within
Future who wish to enhance their
knowledge of the climate situation and
its relevance to us all in our personal and
working lives.
This includes members of the Board
and Executive Leadership Team, as
well as colleagues within editorial
who have put themselves forward as
wanting to increase their knowledge
and proficiency when addressing
sustainability-related causes in their
content. After completing their training,
these editorial colleagues will become
our ‘Sustainability Champions.’ As
well as increasing the credibility of
our content on these issues, our
Sustainability Champions will provide
support and guidance for other
colleagues looking to explore topics of
sustainability within their content.
Working with The Carbon Literacy
Project and our ESG team at Future,
our in-house trainers devised training
that would provide learners with a
comprehensive understanding of the
current claims on climate science, the
political landscape around it, Future’s
carbon footprint, and the actions we are
implementing to reduce it.
Editorial Standards
Editorial Standards are of utmost
importance at Future. We are incredibly
proud of our reputation as a trustworthy
and authentic provider of content.
Having published our first Responsible
Content Framework in FY 2022, this
year we published Version Two of the
document, focusing on newer but equally
important issues, such as plagiarism,
sportswashing and greenwashing.
The Ethics Committee played a key role
this year in establishing the Company
PILLAR 4: CONTENT
34
Future plc
stance on the issues mentioned above,
which are the focus of Version Two of
the Responsible Content Framework.
The Ethics Committee’s role is to
proactively address potential ethical
issues which cannot be resolved by the
Editor-in-Chief, Content Directors, or the
respective Vertical Managing Director.
Encouraging Positive Impact
We strive to make a difference and are
driven by our desire to use our platform
positively. With a monthly audience of
over 479 million globally, we have an
opportunity to inspire positive change,
shape the world we live in and champion
positive societal impact.
In December 2023, we held our second
Positive Impact Award as part of our
annual Future Awards, collating and
sharing examples of our brands that
had demonstrated a positive impact
environmentally or societally.
The winner this year was Marie Claire
UK’s Start Somewhere Campaign.
Hosting the third iteration of their
Sustainability Awards, the Marie Claire
UK team continued to deliver expert-
led, engaging content encouraging
our audience to take small steps that
make all the difference. The content,
like the events themselves, was
aimed at demystifying, educating and
empowering our audience.
The team utilised their connections to
celebrities, activists and industry leaders
to expand the audience and amplify the
messaging. An example of this was the
Earth Month special in April 2024, which
actress, eco-activist and author Bonnie
Wright guest-edited and shared with
her 4 million social followers. Shining a
spotlight on climate change, alongside an
Editor’s letter and an interview with the
star, the campaign covered explainers on
intersectional environmentalism, vintage
shopping, and simple, actionable ways to
live more sustainably. The Marie Claire
team also became brand partners of the
UN’s ‘Fashion Avengers’, a collection of
leading fashion industry forces coming
together to inspire and accelerate
progress towards the United Nations’
Global Goals.
Topic
FY 2024 Progress
FY 2025 Objectives
Diversity & Sustainability
in our Content
1 Future brands remained at the forefront of social conversations
around diversity and sustainability throughout FY 2024. Examples
of this can be found on page 33.
2 Almost all of Future’s brands have created their own Sustainability
Mission Statements, using a framework created by the Content
Pillar group.
3 We’ve created our own Future-specific Carbon Literacy Training,
to upskill our Board, ELT and Future colleagues looking to become
‘Sustainability Champions.’
1 We will deliver our Carbon Literacy Training to our Board, the ELT
and a group of Editorial colleagues. We hope to train at least 2
Sustainability Champions within each of our editorial verticals.
2 We are working on implementing sustainability keyword tracking
within our content, which will provide us with a clear overview of the
hotspots for sustainability content across our business, and areas
for improvement.
Edtorial Standards
1 Version Two of the Responsible Content Framework was published
in February 2024. The updated document included new topics such
as plagiarism, as well as guides for editorial colleagues around the
issues of sportswashing and greenwashing.
2 The Ethics Committee has continued to meet quarterly, and
discuss internal decisions & dilemmas of an ethical nature which
could not be resolved by the relevant management.
1 Though our current Responsible Content Framework has a short
section on greenwashing, this issue is becoming more prominent
and consequently we plan to create a more detailed and instructive
greenwashing policy for editorial colleagues.
2
We will continue to ensure that the Ethics Committee holds
quarterly meetings to address issues that arise.
Encouraging Positive Impact
1 As part of the intention to celebrate the way in which Future’s
content creates positive impact, at the end of the last calendar year
we held the Positive Impact Awards, collating and sharing examples
of our brands that had demonstrated positive impact. Read more
about the awards and the winner above this table.
1 We will continue to promote and celebrate the Positive Impact
Award, which is a great example of Future brands creating positive
impact outside the workplace.
What have we accomplished in FY 2024?
Non-financial and sustainability
information statement
The Company is required to comply with the non-financial and sustainability reporting
requirements set out in Sections 414CA and 414CB of the Companies Act 2006. The table below
sets out where in the Annual Report the relevant information regarding the key non-financial
matters can be found. Please refer to page 11 for more details on our business model.
Reporting Requirement
Relevant Group principal and
emerging risks, pages 49-51.
Policies which govern
our approach (available on
Future plc website)
Policy embedding, due diligence,
outcomes and key performance
indicators
Environmental Matters
• Carbon performance,
metrics and targets
• TCFD and CFD reporting
Climate change, page 51.
TCFD and CFD, pages 54-70.
Risk section, pages 47-53.
Responsibility Report, pages 21-34.
Climate-related risks and opportunities,
pages 54-70.
We are fully compliant with all CFD
requirements. See page 55.
Colleagues
• Health and safety
• Culture and ethics
• Inclusion and diversity
• Well-being and support
Key person risk
People
Health and Safety Policy
Diversity, Equity & Inclusion Policy
Whistleblowing Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Corporate Governance Report, pages
73-91.
Directors’ Report, pages 89-91.
Social Matters
• Contributing to the economy
• Partnership
Personal data
Cyber security and IT
Digital advertising market changes
Charity Policy
Health and Safety Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Financial Review, pages 43-71.
Directors’ Report, pages 89-91.
Human Rights, Anti-Corruption
and Anti-Bribery
• Reinforcing an ethical business culture
• Speaking up against wrongdoing
• Prevention of bribery and corruption
• Approach to human rights and
modern slavery
Personal data
Cyber security and IT
Economic & geo-political uncertainty
Anti-corruption and Bribery Policy
Whistleblowing Policy
Slavery and Human Trafficking Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Directors’ Report, pages 89-91.
Corporate Responsibility
35
Annual Report and Accounts 2024
36
Future plc
How we engage with
our stakeholders
We align our strategy with the requirements of each of our
stakeholders.
We aim to engage effectively with them, to
develop and maintain positive and productive relationships and
to deliver value for all of them and for Future.
Corporate
responsibility
• We continue to improve our data
functionality to understand changes in
demand and market share.
• Our audience, editorial and content (ACE)
working group is a key part of knowledge
sharing.
• Future has invested in additional video
and social resource, as well as increased
data capacity, to understand audience
behaviour on social media platforms and
engage users wherever they come into
contact with our brands.
• We ensure that our platforms continue
to evolve to meet the needs of our new
audiences.
Updates on our Vanilla
platform include:
– Category taxonomy has rolled out on
most of our legacy Future websites,
which allows users to navigate our
content by topic (eg Phones,
Computing, TVs) rather than content
type as previously (eg Opinion, News).
More recently migrated sites (eg via
acquisitions) have this architecture
already but it was lacking on older sites.
– Work has been undertaken to improve
user experience and performance,
including new Core Web Vitals
measurements, to ensure pages load
faster and respond quickly to user
interactions, particularly for users with
slow connections.
– A new homepage design was rolled
out for WhoWhatWear’s migration to
Vanilla, meeting user and advertiser
expectations for an attractive, premium
environment.
– Hawk was improved to meet needs of
‘fast fashion’, with a leaner version
(‘Egg’) created for products that are
likely to be promoted once and sell
out quickly.
We have also made significant updates to
the Go.Compare platform, continuing our
commitment to delivering a robust,
customer-centric platform that drives
business growth, improves customer
retention and provides a scalable
foundation for future innovations.
Specifically:
• Car and Home Rollouts: Successfully
launched Car and Home products on the
new platform, providing greater efficiency
and reduced duplication of effort.
• Scalable and Resilient Cloud Platform:
Adopted a cloud-first architecture with
multi-region capabilities, ensuring high
availability and supporting future growth.
OUR AUDIENCE
Description
Through regular engagement, the Board
recognises the evolution of Future’s
relationship with its audience, which is
key to shaping the Company’s strategy.
Forms of engagement
• Analysis of our target audience by
vertical, our activity and our audience
development strategy was shared with
the Board, as part of the Board strategy
session.
• The CEO’s monthly reports to the Board
include audience performance updates.
The Chief Executive also meets with the
Chair bi-weekly.
• Audience performance is a standing
agenda item in the ELT, sales and
business review meetings, which are
attended by the CEO and the CFO.
• We receive feedback from our audience
in various ways, including regular
engagement with subscribers on topics
such as value-for-money, usage and
content preferences and user testing
sessions to gather qualitative feedback,
observe how users interact with our sites
and assess overall site effectiveness.
• The Board has a standing invitation to
attend Future events, where they have
the opportunity to meet our audience.
Key issues or priorities identified
• Significant differences in audience
performance across verticals.
• Google rankings on core search terms are
subject to change.
• Google algorithm updates continue to
affect performance.
• Execution continues to be key in ensuring
audience performance.
• Expert content continues to be the driver
of audience that can be monetised.
Expertise, authority and trust are still
critical, whether on Future’s websites or
elsewhere, such as social platforms.
Outcomes and impact on principal
decisions
•Our Growth Acceleration Strategy
includes investment in expert content,
with a focus on reviews and videos, to
deliver the best possible advice and user
experience to our audiences.
• Importance of brand strategies covering
brand purpose and user needs.
• Growth in off-platform audience via
social media.
• Centralised Login and Account
Management: Standardised login features
across products, simplifying user access
and improving security.
• Consistent User Experience:
Implemented a unified user experience
across Car, Home and Van journeys by
leveraging shared components, giving
customers a seamless and familiar
interface across products.
• Enhanced Customer Journey Insights:
Introduced comprehensive tracking and
analytics capabilities, allowing us to gather
detailed insights into customer interactions
and optimise each touchpoint.
• Accelerated Deployment and Innovation:
Transitioned from bi-weekly releases to
multiple daily deployments, enabling
faster time-to-market and continuous
delivery of new features.
• Improved Testing and Quality Assurance:
Automation-first quality approach: over
5,000 tests, including end-to-end,
component, and API tests, driving higher
quality releases and consistency across
products.
OUR CUSTOMERS
(INCLUDING ADVERTISERS)
Description
Customers (including advertiser
relationships and content buyers) are
fundamental to monetising our content and
delivering on our strategy.
Forms of engagement
• Regular attendance by our Executive
Directors and members of the Executive
Leadership Team and other colleagues,
both at Future events and at industry
events, including CES, Cannes, Digiday
and Givsly.
•Meetings between the Executive Directors
and our customers, including advertising
agencies and content buyers.
• Chief Executives and other senior
members of some of our customers and
advertising partners presented at our
Board meeting in New York in July.
• Regular reports on customer and advertiser
performance by our CEO to the Board.
Key issues or priorities identified
• Continue to promote the Future brand, as
well as our titles.
• Mitigate the risk of detrimental advertising
market changes.
For further details,
Corporate Responsibility
37
Annual Report and Accounts 2024
please refer to the ‘Risks and
uncertainties’ section on page 47.
• Deliver audience profile and size to
optimise advertising and ecommerce
sales.
• Maintain relationships with customers
who rely less on advertising agencies for
their advertising decisions.
• Bringing the US business performance to
parity with our UK business, driving
significant revenue opportunities.
Outcomes and impact on principal
decisions
• Our Growth Acceleration Strategy
includes a focus on, and investment in, US
digital advertising, as one of its strategic
priorities.
• We have secured 11 new agreements
with US agencies over the last 12 months
and are targeting further agreements in
the coming months.
• Investment in a new CRM system.
• Investment in livestreams as a format.
OUR PEOPLE
Our colleagues are integral to Future’s
operations and the successful execution
of our strategy.
Future employs a range of
engagement touchpoints to ensure that
the Board has the necessary insights into
the employee population and that their
voice is considered in the Board’s
decision-making.
Regular Forms of Engagement
• Monthly Town Hall meetings, where the
Executive Directors update colleagues
on business performance. There is a
strong cultural emphasis on embracing
questions and feedback, where
colleagues can submit questions
anonymously or ask them live.
The
Board are invited to these virtual
meetings and the recordings are also
shared with them.
• Regular all-colleague emails from the
CEO with business updates and other
announcements.
• A comprehensive colleague engagement
survey is run annually to assess employee
sentiment, gather feedback and create
action plans to improve the employee
experience. Listening sessions were
conducted in addition to the survey, with
feedback given to the Executive
Directors.
• A People & Culture data snapshot is
shared as part of every Board meeting so
that there is a numeric view into the
employee population, including trends
around the employee lifecycle.
• Nominations Committee session on
talent and succession planning.
Additional Methods of
Engagement in FY24
•
The Board joined the Executive
Leadership Team for a strategy day in
March, followed by a dinner.
• A Women’s Leadership and Networking
event was held mid-year to create a
forum to discuss the representation of
women leaders in our organisation.
• Site visits made by Board members to our
Bath, New York and London offices to
engage directly with senior management
and colleagues from across the business,
which have included:
- Live ‘Ask the Board’ Q&A sessions for all
colleagues in New York in July and in
Bath in September.
- A dinner with the New York Senior
Leadership Team and other key
managers in July.
• Board members matched as mentors for
all ELT members.
Key Issues or Priorities Identified
• Recruitment and retention of talent to
support our growth strategy.
This
includes ensuring that we are thinking
globally about how we recruit and retain
talent, particularly in our US market.
• People & Culture improvements,
including updated organisational values
and the emphasis on a transparent
culture that communicates effectively.
• Progress on our DE&I strategy and the
importance of better understanding the
demographics of our workforce and the
representation of colleagues in different
groups.
• Importance of career development,
particularly for high potential employees.
Outcomes and Impact on
Principal Decisions
Our Growth Acceleration Strategy
includes organisational health as one of
its strategic priorities,
ensuring we
develop an engaged team with effective
communication, alignment, systems and
tools. Updates have included:
• An improved employee engagement rate
of 73%, as measured by our annual
colleague engagement survey (a 4-point
improvement from the year prior).
Shorter, quarterly pulse surveys have also
been introduced to allow for more regular
assessment.
• Update of our company values that serve
as the framework of how we operate and
make decisions.
• A new performance management
process that includes connected goal
setting at every level of the organisation
and a new system for rewarding
performance and results in alignment
with our values.
• A further developed DE&I strategy,
including making our recruitment
process more inclusive, supported by
unconscious bias training and
organising listening sessions with
colleagues who identify as being within
one or more of the following groups, to
help us understand their perspectives
and experiences at Future and to
identify our challenges and assess
opportunities for improvement: Women
& Gender Diverse; Neurodiversity,
Disability; Pride: LGBTQIA+; Ethnic
Minority/Diversity.
• Investment in multiple people initiatives,
such as new data and reporting
capabilities, investment in compensation
benchmarking to align with market pay
rates, a full suite of people management
training, development and deployment of
multiple skill-specific training programs
for employees, investment in hiring tools
to make our practices more inclusive and
a new onboarding framework and tools to
enhance employee experience, among
other efforts.
• Feedback informing, amongst other
things, communication with colleagues,
development opportunities and action
planning by the Executive Directors, the
Executive and Senior Leadership Teams,
and localised planning by line managers
across the business.
• A regular review of Future’s leadership
bench strength for the purposes of
development and succession planning.
OUR COMMERCIAL PARTNERS
AND SUPPLIERS
Description
Our business relies on strong and mutually
beneficial partner relationships.
Forms of engagement
• Executive Directors’ engagements
(meetings, conferences) with key
suppliers and partners.
• Regular CEO meetings with technology
partners, clients and agencies.
38
Future plc
•Regular meetings with the large
platform businesses, such as Facebook,
Google and Snapchat, throughout the
year.
• We engage and meet regularly with key
raw material and service providers to
ensure they understand and align with
our objectives.
Key issues or priorities identified
• Mitigation and management of social
and environmental impacts.
•Project design and innovation.
• Effective governance and operations.
•Fair expectation in the delivery of
projects and prompt payment.
Outcomes and impact on principal
decisions
• An example of collaboration with our
key partners was the Board’s approval,
in November, of a wholesale agreement
renewal with Smiths News.
•As well as testing the use of AI in our
own products and services, we are
working
with companies in our industry,
via associations such as the News Media
Alliance, where Jon Steinberg is on the
Board, to protect the copyright in our
content against infringement by third
parties.
• We continue to monitor developments
and to work with our key vendors in the
area of privacy.
• Regular updates have been provided to
the Board.
• Future will continue to use the existing
trading agreements with key agencies,
while expanding their scope to cover
any new brands that we own and
operate.
• Improved understanding and
management of the risks related to our
relationships with our partners.
• We have worked closely with our
various suppliers on reducing
emissions, as detailed on page 24.
•Board review of Future’s Modern Slavery
Statement, including report on steps
taken to identify, address and prevent
modern slavery in our operations and
supply chains.
• Audit and Risk Committee review of the
Group’s supplier payment practices and
the procedures in place to safeguard
both Future and suppliers from fraud.
REGULATORS
Description
Our Board is committed to ensuring that
Future’s business is conducted in line with
all relevant laws and regulations and that we
operate in an ethical and a responsible way.
Forms of engagement
• Regular engagement of the Chair, Audit
and Risk Committee Chair and
Remuneration Committee Chair, as well
as senior Future employees, in relevant
stakeholder forums regarding the
proposals for corporate governance and
audit reform, including attendance by the
Audit Committee Chair at a presentation
by the FRC CEO on the UK Corporate
Governance Code 2024.
• Briefing on the UK Corporate
Governance Code 2024 for the Audit and
Risk Committee.
• Periodic engagement by senior Future
employees with regulators including the
FCA, the CMA, IPSO and the ICO.
• Monitoring the impact on Future of
regulatory changes, including via the FTC
and ASIC, and relevant court decisions in
the countries where we operate.
• Engagement with the UK Professional
Publishers’ Association, the US News
Media Alliance and the UK Price
Comparison Association.
Key issues or priorities identified
• The potential impact of artificial
intelligence (AI) on Future’s business,
from the perspectives of both providing
potential additional traffic to our
properties and of the need to protect our
rights in our content, as well as potential
efficiency gains from the use of AI.
• ICO “Reject All” requirement for
websites.
• Californian court decision on analytical
tracking tools, which are widely used by
companies online.
• Third-party cookie deprecation.
• An ongoing dialogue helps us to maintain
our high standards of regulatory
compliance.
• Ongoing Consumer Duty obligations
related to Go.Compare.
• Ongoing assessment of the
implementation of the Digital Markets,
Competition and Consumers Act,
particularly vis a vis subscriptions.
• Preparation for UK Corporate
Governance Code 2024.
Outcomes and impact on principal
decisions
• We are engaging both directly with AI
providers and via the UK Professional
Publishers’ Association and the US News
/ Media Alliance on the AI topic.
• We have been testing the
inclusion of
first layer “Reject All” options on our
websites.
• We are working to minimise the impact
on Future of the Californian court
decision on analytical tracking tools.
• Ongoing constructive dialogue with the
FCA to provide an understanding of our
strategy, business plans and culture, as
well as to respond to ad hoc enquiries and
to report any relevant issues.
• The Go.Compare Board, which includes
Future plc Executive and Non-Executive
Directors, receives regular updates on
Go.Compare’s Consumer Duty
compliance activities and attests to its
compliance annually.
• We hold the Federal Trade Commission
(FTC) approved KidSAFE+ COPPA-
CERTIFIED Seal (US - Children’s Online
Privacy Protection Act) for our child-
directed The Week Junior US Kids
website. This is audited annually by
KidSAFE and involves a report
submission (and review) to the FTC.
INVESTORS (INDIVIDUAL AND
INSTITUTIONAL) AND OTHER
PROVIDERS OF DEBT AND ANALYSTS
Description
Listening to the views of our investors
(equity and debt) and seeking to address
their needs and generate value for them
allows for Future’s long-term sustainable
success and its contribution to wider
society.
Forms of engagement
• The CEO and CFSO presented the full
year results and the interim results and
took questions from analysts.
• The Chair, CEO and CFSO held regular
meetings with our largest shareholders.
• The CEO and CFSO held meetings with
target investors based in the UK, US and
parts of Europe.
• The CEO and CFSO attended investor
conferences during the year. These
included the Berenberg UK conference
in March 2024 as well as a fireside chat
with JPM in January 2024 and Investec
in July 2024.
Corporate
responsibility
Corporate Responsibility
39
Annual Report and Accounts 2024
• The CEO and CFSO held meetings with
equity sales teams and analysts in
December 2023 and May 2024.
• The Board attended the AGM, with an
opportunity for shareholders to ask
questions before, during and after the
meeting.
• The CEO and CFSO held Future’s first
dedicated debt investor session as part
of the FY 2023 annual results
presentations.
This will now become a
regular feature of our annual and interim
results presentations.
• The Board received reports on analyst
consensus, latest shareholder feedback,
changes in the share register and key
shareholder engagement activities
undertaken by the Executive Directors
and the Director of Investor Relations.
•
The Board received updates from the
Company’s brokers and advisers on
market performance, bid defence and
capital structure and on shareholder
sentiment regarding Future’s
performance, strategy and dividend policy.
• Board members received analyst reports
throughout the year as well as end of day
emails on key announcement days.
• The Board was kept updated on Future’s
climate disclosures, its carbon footprint
and actions being taken to prepare for
further climate-related regulations.
•
Engagement with environmental, social
and governance (ESG) ratings agencies
that many investors and debt providers
rely on to gauge sustainability credentials.
• Ongoing dialogue with shareholders and
proxy agencies regarding remuneration.
Key issues or priorities identified
• Strategy and investment priorities.
• Progress and delivery against strategic
and financial KPIs and targets.
• Capital allocation and leverage.
• Share price performance.
• ESG data and performance.
• Succession planning across the
leadership teams and appropriate
remuneration policy.
Outcomes and impact on
principal decisions
• Consideration of feedback to inform,
amongst other things, Future’s long-term
strategy, five year plan, dividend policy,
capital allocation and approach to ESG
and other governance issues.
• The Board approved the Growth
Acceleration Strategy, which was
announced in December, to drive
adjacent opportunities to generate
revenue growth and cash generation.
• The Board approved the reorganisation
of the operating structure into 3 core
divisions: B2C, Go.Compare and B2B, as
announced in February.
• Full repayment of the RCF in May.
• Engaged with shareholders on our
capital allocation, resulting in a return of
cash through a share buyback, as
announced in May.
• Announcement of the Board’s intention to
propose a final dividend of 3.4p for 2024.
• £100m prepayment made on the
Export Development Guarantee
facility in February.
Why we engage
Impact on Future
Value created
Our
audience
We are the platform for creating and distributing
trusted, specialist content, to build engaged and
valuable global communities. Our purpose is to
ignite people’s passions. These communities are
central to our business and without them we would
not exist.
Our audience is largely endemic and intent-led.
We reach our audience through our websites,
email newsletters, social platforms, events and
subscriptions. We focus on providing trusted,
specialist content to ensure we meet our
audience’s different needs.
Strong, specialist communities are a differentiator
in media. Our diversified business model provides
us with revenue streams from newsletters, online
advertising, print and events. It also provides us
with the opportunity to make a difference, using
our collective strength to inspire positive change.
Our People
Engagement helps Future attract, retain and
develop a diverse and talented workforce. We aim
to be a healthy, high-performing organisation for
our employees.
Diversity in our people and our thoughts, as well
as high levels of employee engagement, help us to
create content that our audience loves, with many
of our colleagues being part of the communities
we reach.
Our workforce reflects the communities we
serve. Our culture is a powerful asset and
empowers and enables our people to deliver our
purpose, supported by our values.
Our
Investors
We place great importance on having constructive
relationships with all investors and seek to ensure
that we maintain an appropriate dialogue with them
on all matters, including strategy, governance and
remuneration, throughout the year.
Our investors provide access to capital and liquidity
in our shares. Shareholders are directly consulted
by the Board on such matters as Remuneration
Policy and views are sought on key corporate
activity.
Successful execution of the strategy drives
strong earnings performance.
Our
commercial
partners and
suppliers
Fostering healthy reciprocal relationships helps
Future to achieve the greatest all-round value from
its investments and activities.
Developing mutually beneficial relationships with
our commercial partners and suppliers and building
resilience, quality and efficiency across our supply
chain is a fundamental contributor to our long-term
sustainability.
Through alignment with our values, continuous
improvement and an appropriate balancing of
risk, we build mutual confidence and respect.
Regulators
Constructive engagement aims to ensure we
maintain a high standard of regulatory compliance,
while also ensuring new laws that impact our
business are balanced and proportionate.
Public policy and regulatory frameworks influence
the markets where we operate.
Considered and expert sector views; delivery
of policy and regulatory aims on topics such as
Consumer Duty, AI and Privacy.
Engagement value
(a)
The likely consequences of any
decision in the long term
Strategic report:
Our business model (page 11)
Chair’s statement (page 9)
Chief Executive’s Q&A (page 16)
Key performance indicators (page 14)
Risk management (page 47)
Viability statement (page 52)
Corporate Governance report:
Chair’s governance statement (page 73)
Board activities (page 80)
Audit and Risk Committee report (85)
(b) Interests of the Group’s employees
Strategic report:
Our business model (page 11)
Responsibility Report (page 21)
Stakeholder engagement (page 36)
Corporate Governance report:
Chair’s governance statement (page 73)
Board activity (page 80)
Audit and Risk Committee report (page 85)
Nomination Committee report (page 82)
Remuneration report:
Remuneration Committee Chair’s statement
(page 92)
Directors’ pay in a wider setting (page 104)
futureplc.com:
Responsibility
Gender pay gap report
(c) Our business relationship
Fostering the Group’s business relationships
with suppliers, customers and others
Strategic report:
Our business model (page 11)
Responsibility Committee report (page 21)
Stakeholder engagement (page 36)
Investment (page 13)
Performance (page 43)
Risk management (page 47)
Corporate Governance report:
Board activities (page 80)
Audit and Risk Committee report (page 85)
(
d) Impact of the Group’s operations on the
community and our environment
Strategic report:
Responsibility Report (page 21)
Climate-related financial disclosures (page 54)
futureplc.com:
Responsibility
d) Impact of the Group’s operations on the
community and our environment
Strategic report:
Responsibility Report (page 21)
Climate-related financial disclosures (page 54)
futureplc.com:
Responsibility
(e) Maintaining our reputation for high
standards of business conduct
Strategic report:
Responsibility Report (page 21)
Non-financial information statement (page 35)
futureplc.com:
Re
sponsibility
Modern slavery statement
(f) Acting fairly as between members
of the Group
Strategic report:
Responsibility Report (page 21)
Corporate Governance report:
Chair’s governance statement (page 73)
Directors’ Report (page 89)
The Directors consider that they have
acted, in good faith, in a way that is most
likely to promote the success of the
Company for the benefit of its members
and stakeholders as a whole, having
regard (among other matters) to the
matters set out in Section 172(1)(a-f) of
the Companies Act 2006.
We have a broad range of stakeholders
who influence or are affected by our
day-to-day activities and have varying
needs and expectations.
Our aim is to try to ensure that the
perspectives, insights and opinions of
stakeholders are understood and taken
into account when key operational,
investment or business decisions are
being made.
This ensures that those
decisions are more robust and
sustainable in themselves and support
Future’s strategic approach of creating
value for shareholders and society.
This allows the Board to build trust and
fully understand the potential impacts of
the decisions it makes on all our
stakeholders.
To avoid duplication, this statement
incorporates information from other areas
of the Annual Report. The Board considers
that the statement focuses on those risks
and opportunities that are strategically
important to Future, consistent with the
Group’s size and complexity. More
information on the issues, factors and
stakeholders that the Board considers
relevant to complying with Section 172 are
set out in these other areas of this report:
Section 172(1) Statement
40
Future plc
Corporate Responsibility
41
Annual Report and Accounts 2024
Some of the key decisions considered
by the Board in FY 2024, and how the
Board had regard to Section 172(1)
matters when discussing them, are set
out below:
Growth Acceleration Strategy
Relevant Section 172(1) decision criteria:
(a), (b), (c), (d), (e), (f)
Relevant stakeholders
: Audience,
Customers, People, Commercial
Partners and Suppliers, Investors
Stakeholder Impacts:
The launch of the
new Growth Acceleration Strategy was
aimed at building on our strong
foundations to ensure that the Group is
well-positioned to capitalise on future
opportunities in its attractive and
growing markets.
It includes a two-year
investment programme of £25m-£30m
to drive acceleration in a compounding
model by
(i)
growing a highly engaged and
valuable audience;
(ii)
diversifying and increasing revenue
per user; and
(iii) optimising our portfolio.
Decision:
The Board approved the
Growth Acceleration Strategy, which has
the clear aim of ensuring that the Group
is optimally positioned for future growth
when the macro backdrop improves.
It
leverages Future’s inherent strengths,
strong financial characteristics and
unique proposition, making active
investments in targeted areas where the
Group has clear growth opportunities, for
the benefit of all stakeholders.
Read
more about the strategy on page 12.
CFO succession
Relevant Section 172(1) decision criteria:
(a), (b), (c), (d), (e), (f)
Relevant stakeholders:
Audience,
Customers, People, Commercial
Partners and Suppliers, Regulators,
Investors
Stakeholder Impacts:
The appointment
of a new CFO has an impact on all
aspects of the Group and therefore on all
of our stakeholder groups, given their
responsibility for the financial
performance of the Group.
The Board
was conscious of this throughout the
new CFO selection and appointment
process.
Decision:
The Board approved the
appointment of Sharjeel Suleman as
CFO, who joined on 16 September 2024.
His industry experience from his roles at
ITV, in particular driving growth across
international markets, made him the ideal
candidate for the role, for the benefit of
all stakeholders.
Read more about the
appointment on page 82.
NED appointment
Relevant Section 172(1) decision criteria:
(a), (b), (c), (d), (e), (f)
Relevant stakeholders:
Audience,
Customers, People, Commercial
Partners and Suppliers, Regulators,
Investors
Stakeholder Impacts:
The Non-
Executive Directors perform a key role in
overseeing and providing guidance and
constructive challenge to the Executive
Directors as the organisation seeks to
deliver long-term value to all
stakeholders.
Decision:
The Board approved the
appointment of Ivana Kirkbride as a
Non-Executive Director with effect from
15 December 2023.
Ivana brings critical
experience, including in content-led
consumer digital media businesses, as
both an investor, a start-up entrepreneur
and as an operator at Fortune 50
companies.
She was also appointed as
Chair of the Responsibility Committee
with effect from 1 February 2024.
Read
more about her appointment on pages
79 and 82 of the FY 2023 Annual Report.
Share buyback
Relevant Section 172(1) decision criteria:
(a), (b), (e), (f)
Relevant stakeholders:
People,
Investors
Stakeholder Impacts:
Buying back our
shares returns cash to our shareholders.
We completed a £45m share buyback
programme in January 2024 and we
announced a further buyback programme
of up to £45m at the time of our half-year
results in May 2024.
Decision:
The Board believed that the
share buyback programme would provide
greater flexibility to achieve an optimal
use of cash to deliver value for
shareholders, which include our people,
whilst still maintaining a strong balance
sheet.
The Board keeps the programme
under review and continues to assess it
against its capital allocation priorities.
Debt repayment
Relevant Section 172(1) decision criteria:
(a), (c)
Relevant stakeholders:
Investors
Stakeholder Impacts:
With interest
rates remaining high, the Board is aware
of the importance of prudent
management of financing costs.
Decision:
The Board approved the
prepayment and cancellation of £100m
of the Group’s £400m Export
Development Guarantee (‘EDG’) debt
facility, which reduced interest costs and
also facilitated the share buyback
programme, as the facility is partly
backed by UK Export Finance (‘UKEF’)
and therefore requires repayment to
UKEF pari passu with repayment to
shareholders.
Following the prepayment
and cancellation, 100% of the EDG
facility is hedged via interest rate swaps,
giving visibility and certainty of financing
costs for FY 2025.
Designated NED for workforce
engagement
Relevant Section 172(1) decision criteria:
(b)
Relevant stakeholders:
People,
Regulators
Stakeholder Impacts:
While the
Company has to date gauged the views
of, or consulted the workforce in specific
situations, it did not have a mechanism to
engage more formally with the
workforce.
Therefore it did not comply
with the Corporate Governance Code,
provision 5.
Decision:
The Board approved the
appointment of Ivana Kirkbride as the
Designated Non-Executive Director for
workforce engagement in September
2024.
This fits well with Ivana’s role as
Responsibility Committee Chair and her
extensive experience of people-led
organisations.
It also brings the
Company into compliance with provision
5 of the Corporate Governance Code.
Corporate Responsibility
41
Annual Report and Accounts 2024
Contents
Financial
Review.
43
Financial review
47
Risks and uncertainties
49
FY 2024 principal risks
52
Longer term viability statement
54
Taskforce on Climate-Related
Financial Disclosures
42
Future plc
Financial Review
43
Annual Report and Accounts 2024
The financial review is based primarily
on a comparison of results for the year
ended 30 September 2024 with those
for the year ended 30 September
2023. Unless otherwise stated, change
percentages relate to a comparison
of these two periods. Organic growth
is defined as the like for like portfolio
including the impact of closures and new
launches, but excluding acquisitions
and disposals made during FY 2024 and
FY 2023 at constant foreign exchange
rates. Constant rate is defined as the
average rate for FY 2024.
The Directors believe that adjusted
results provide additional useful
information on the core operational
performance of the Group, and review
the results of the Group on an adjusted
basis internally. Refer to the Glossary
section at the end of this document for
a reconciliation between adjusted and
statutory results.
Group revenue was flat year-on-year
actual currency, with a +1% organic
growth offset by adverse foreign
exchange. FY 2023 acquisitions which
have not been acquired for a full financial
year and FY 2024 disposals and closures
contributed a net £13.6m (FY 2023:
£13.7m) of revenue in the year.
Revenue by geography
UK revenue increased by +6% or
+£27.4m to £504.0m (FY 2023:
£476.6m) and accelerated in H2 to +8%.
The improvement in H2 was driven by
continued solid growth in Go.Compare
(H2: +26%, FY: +28%)) combined with a
return to organic growth in eCommerce
product and rewards (H2: +50%, FY:
+5%). Organic digital advertising
remained under pressure (H2:(16)%,
FY: (16)%) but was stable half-over-half.
The UK strong result is driven by a well-
diversified revenue mix, despite a high
proportion of magazines revenue (37%)
which are in secular decline.
US revenue declined by (9)% or £(28.1)
m to £284.2m (FY 2023: £312.3m),
including the negative impact of foreign
exchange and from acquisitions made
in FY 2023. Organic revenue was down
(6)% in the year but flat in H2. The
improvement was driven by +2% growth
in digital advertising in H2 (FY: (5)%).
Revenue by type
Media revenue increased by +£13.6m
or +3% to £528.5m (FY 2023: £514.9m)
and up +5% on an organic basis.
Organic digital advertising revenue
declined by (8)% due to challenging
market conditions. While there were
lower online users year-on-year, we had
an overall increase in sessions. Notably
there was an improved trend in H2 which
was only down (4%) with the US showing
growth of +2%. During the year our yields
were stable, as a result of improved
sales effectiveness and improvement
in direction of digital advertising
mix. This demonstrates the Group’s
ability to deliver valuable audiences to
advertisers.
Organic affiliate revenue grew by
+15% during the year and +20% in
H2, with the very strong continued
growth in Go.Compare (FY: +28%,
H2: +26%), combined with a return to
Revenue
FY 2024
£m
FY2023
£m
YoY Var
Organic
YoY Var
Advertising & other
78.8
86.9
(9)%
(9)%
eCommerce affiliates
237.2
193.9
+22%
+22%
Media
316.0
280.8
+13%
+13%
Magazines
188.0
195.8
(4)%
(4)%
Total UK
504.0
476.6
+6%
+6%
Advertising & other
146.4
159.1
(8)%
(4)%
eCommerce affiliates
66.1
75.0
(12)%
(10)%
Media
212.5
234.1
(9)%
(6)%
Magazines
71.7
78.2
(8)%
(5)%
Total US
284.2
312.3
(9)%
(6)%
Advertising & other
225.2
246.0
(8)%
(6)%
eCommerce affiliates
303.3
268.9
+13%
+15%
Media
528.5
514.9
+3%
+5%
Magazines
259.7
274.0
(5)%
(5)%
TOTAL REVENUE
788.2
788.9
flat
+1%
Sharjeel Suleman
Chief Financial Officer
Financial
Review
Financial Summary
Summary
FY 2024
£m
FY 2023
£m
Revenue
788.2
788.9
Adjusted EBITDA
1
239.1
276.8
Adjusted operating profit
1
222.2
256.4
Adjusted profit before tax
1
191.8
221.3
Operating profit
133.7
174.5
Profit before tax
103.2
138.1
Basic earnings per share (p)
67.2
94.7
Diluted earnings per share (p)
66.8
94.1
Adjusted basic earnings per share (p)
1
124.6
141.8
Adjusted diluted earnings per share (p)
1
123.9
140.9
1 Adjusted items are a non-GAAP measure. For further details refer to the Glossary section on pages 168 to 173.
Growth Acceleration Strategy delivering good progress
H2 momentum driving the return to organic growth
44
Future plc
growth in H2 of eCommerce products
and vouchers of +14% (FY: (7)%). This
performance highlights the benefit of
having diversified revenue streams. In
eCommerce products, we have been
impacted by the wider macroeconomy
and its impact on consumers. As a
result there have been fewer views of
our buying guides. However we have
seen improving trends in H2, notably on
average basket size which ended flat
year-on-year. In our price comparison
business, performance continued to
be strong, notably in car and home
insurance, benefiting from a high volume
of quotes due to high renewal premia and
we have continued to make progress on
our strategy of diversification with 36%
of the revenue now coming outside of
car insurance.
Magazine revenue declined by £(14.3)m
or (5)% to £259.7m (FY 2023: £274.0m).
Magazine organic revenue was also
down (5)% year-on-year. Subscriptions,
which account for 50% of Magazines
revenue, experienced a (3)% organic
decline, mainly in specialist brands,
with more resilience in premium brands
driven by favourable pricing. The rest of
the magazine portfolio was down (6)%
organically in-line with secular trends.
Revenue by division
Following the Group reorganisation
announced during FY 2024, going
forward we will be focussing on revenue
analysis by division. This structure will be
fully effective during FY 2025, including
financial monitoring.
Revenue
FY 2024
FY 2023
Reported
change
Organic
change
B2C
523.1
567.1
(8)%
(6)%
Go.Compare
202.7
158.5
+28%
+28%
B2B
62.4
63.3
(1)%
+2%
Total revenue
788.2
788.9
flat
+1%
Revenue for B2C was impacted by the
challenging digital advertising market,
as well as lower consumer spend in
affiliate products. Whilst we continue to
see secular decline in magazines, which
is nearly 50% of the B2C division, there
was an improving trend in H2, with B2C
declining by (1)% in the second half of
the year.
Revenue for our price comparison
business Go.Compare grew +28% in
the year, with continued strong growth
in H2 despite challenging comparators.
This solid performance is driven by
favourable market conditions and
effective marketing, combined with
progress on strategic verticals which
now represent 36% of Go.Compare’s
revenue. During the year, Go.Compare
gained market share and is now #2 in car
insurance.
Organic revenue in our B2B business
grew by +2% in the year, with a slowdown
in H2 to (7)% driven by challenging
market conditions, notably with
technology clients offset by volume
growth from lead generation and email
newsletters. During the year, we have
unified our B2B business under one fully
integrated organisation, from products
to sales to operations, to drive growth
opportunities.
Operating profit
Cost of sales including distribution
costs (see note 3) were up 7% year-on-
year as a result of a change in revenue
mix. The robust revenue growth in
Go.Compare includes PPC (pay per
click) costs, which have been offset
by lower Magazine cost of sales rates.
During the year the Group refined its
policy for allocating costs between
costs of sales and overheads. This is
a change in presentation which has
been applied prospectively. Applying
the same methodology to prior year
comparatives would increase cost of
sales and reduce other administration
expenses by £5.9m. See note 3 to the
financial statement for further details.
Other costs have increased by 5% year-
on-year reflecting Growth Acceleration
Strategy investment, including the
recruitment of net 112 people during the
year to drive editorial content output as
well as US sales capabilities, combined
with a 5% average pay rise awarded to
colleagues from January 2024, which
increased salary and wages costs.
As a result, adjusted operating profit
margin has declined by (4)ppt to 28%
(FY 2023: 32%). Being able to deliver a
margin of 28% despite investment in the
Growth Acceleration Strategy combined
with inflationary pressures within wages,
the largest cost, is a testament to the
strength of the Group, with a year-on-
year reduction in adjusted operating
profit by £(34.2)m to £222.2m (FY
2023: £256.4m), including the negative
impact of foreign exchange translation.
The diversified revenue and strong
financial characteristics of the Group,
even in a challenging macroeconomic
environment, have provided clear
benefits.
Statutory operating profit decreased
by £(40.8)m to £133.7m (FY 2023:
£174.5m) and statutory operating margin
decreased by (5)ppt to 17% (FY 2023:
22%), primarily driven by the investment
in the Growth Acceleration Strategy and
inflation.
Earnings per share
Basic earnings per share is calculated
using the weighted average number
of ordinary shares in issue during the
period of 114.4m (FY 2023: 119.8m), the
decrease reflecting the share buyback
programmes.
Earnings per share
FY 2024
FY 2024
pence
pence
FY 2023
FY 2023
pence
pence
Basic earnings per share
67.2
94.7
Adjusted basic earnings per share
124.6
141.8
Diluted earnings per share
66.8
94.1
Adjusted diluted basic earnings
per share
123.9
140.9
The Glossary section at the end of
this document provides the definition
of adjusted earnings per share and a
reconciliation to reported earnings per
share on pages 169 and 171.
Transaction and integration
related costs
Transaction and integration related costs
Financial
Review
Adjusted operating profit and margin
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
£350.0
£300.0
£250.0
£200.0
£150.0
£100.0
£50.0
£0.0
£m
14%
24%
28%
32%
33%
32%
28%
40%
30%
20%
10%
0%
Financial Review
45
Annual Report and Accounts 2024
of £5.9m incurred in the year reflect
£3.5m of professional fees to support
portfolio optimisation across the Group’s
divisions, £1.6m of post-integration IT
system costs and associated fees and
£0.8m of transaction-related legal
fees
(FY 2023: £5.3m of deal-related fees,
£2.0m of restructuring costs net of
£0.8m released following settlement
of provision for historical legal claims
recognised on the Dennis opening
balance sheet, and £0.9m onerous
property costs).
Exceptional items
Exceptional costs incurred in the year
include a £4.5m impairment of acquired
intangible assets following brand
closures in the year, primarily relating
to iMore, a brand acquired as part of
the Mobile Nations acquisition in 2019,
£1.7m (FY 2023: £0.9m) relating to
properties which became onerous and
were treated as exceptional in prior years
and £0.8m (FY 2023: £6.4m) relating to
restructuring costs.
Other adjusting items
Amortisation of acquired intangibles
of £66.7m (FY 2023: £59.4m) includes
£11.0m accelerated amortisation of
the Look After My Bills (‘LAMB’) brand
and customer lists, arising with the
Go.Compare acquisition. The useful
economic lives of the LAMB
assets
were reduced during the year, with the
revised lives ending on 30 September
2024, following the cessation of active
management of the business, which by
30 September 2024 was closed.
Share-based payment expenses
relating to equity-settled share awards
with vesting periods longer than twelve
months, together with associated social
security costs, increased by £1.1m to
£8.9m (FY 2023: £7.8m). Share based
payment expenses are excluded from
the adjusted results of the Group as the
Directors believe they result in a level
of charge that would distort the user’s
view of the core trading performance
of the Group, and include the historical
one-off all-employee Value Creation
Plan scheme where a charge is booked
irrespective of the likelihood of achieving
the vesting targets.
Net finance costs and refinancing
Following a review of its committed
facilities and expected utilisation, the
Group reduced the commitments on its
Revolving Credit Facility (‘RCF’) from
£500.0m to £350.0m on 16 February
2024 and on its Export Development
Guarantee (‘EDG’) term facility from
£400.0m to £300.0m on 29 February
2024. At 30 September 2024, 53.8%
(£350.0m of £650.0m) of the Group’s
facilities remained undrawn (30
September 2023: 56.1% (£504.8m of
£900.0m) undrawn).
Net finance costs decreased to
£30.5m (FY 2023: £36.4m) which
includes net external interest payable
of £25.9m reflecting the reduction in
the Group’s debt; £3.9m in respect of
the amortisation of arrangement fees
relating to the Group’s bank facilities;
and £0.2m increase in fair value of
contingent consideration relating to
the ActualTech acquisition which was
settled on 31 January 2024. A further
£1.7m of net interest was recognised in
relation to lease liabilities.
At 30 September 2024, 100.0% (FY
2023: 75.9%) of the Group’s variable
interest rate exposure was hedged,
via interest rate swap agreements on
a notional £300.0m (FY 2023:
£300.0m) of the Group’s EDG term
facility, at an effective fixed rate of
6.39% (FY 2023: 7.04%) including
margin and related fees.
The swaps have been valued based
on the present value of the estimated
future cash flows based on observable
yield curves. An asset and liability both
equalling £1.4m have been recognised
on the balance sheet at 30 September
2024 (30 September 2023: net assets
of £5.9m) with a corresponding
decrease in the cash flow hedge
reserve.
Taxation
The tax charge for the year amounted to
£26.4m (FY 2023: £24.7m), comprising a
current tax charge of £37.9m (FY 2023:
£44.3m) and a deferred tax credit of
£11.5m (FY 2023:charge of £19.6m). The
current tax charge arises in the UK where
the standard rate of corporation tax in
FY 2024 is 25% and in the US where the
Group pays a blended Federal and State
tax rate of 28%.
The Group’s FY 2024 adjusted effective
tax rate was 25.7% (FY 2023: 23.3%).
The Glossary section at the end of this
document provides a reconciliation
between the Group’s adjusted effective
tax charge and statutory effective tax
charge, on page 170. The increase in
rate in FY 2024 reflects the increase in
the UK rate of corporation tax that took
effect on 1 April 2023.
The Group’s statutory effective tax
rate, inclusive of adjustments in respect
of previous years, has increased to
25.6% (FY 2023: 17.9%). Excluding the
adjustments in respect of previous years,
the FY 2024 statutory tax rate was
24.1% (FY 2023: 24.9%). The difference
between the statutory tax rate of 25.6%
and the adjusted effective tax rate of
25.7% is attributable to the tax effect
of a change in provisions related to
accounting for uncertain tax liabilities,
offset by prior year adjustments and
other non-deductible items.
The Group’s net deferred tax liability
decreased by £13.7m to £93.5m (FY
2023: £107.2m)mainly as a result of
the amortisation of acquired intangible
assets reducing deferred taxliabilities
and the increase of deferred tax assets
for other temporary timing differences.
Dividend
The Board is recommending a final
dividend of 3.4p per share for the year
ended 30 September 2024 (FY 2023:
3.4 pence per share), payable on 11
February 2025 to all shareholders on
the register at close of business on 17
January 2025.
Balance sheet
Property, plant and equipment
decreased by £1.6m to £32.8m in
the year (FY 2023: £34.4m) primarily
reflecting depreciation of £6.5m, offset
by capital expenditure of £5.7m.
Intangible assets decreased by £125.7m
to £1,513.7m (FY 2023: £1,639.4m)
driven by amortisation (£77.1m),
impairment of acquired intangible
assets (£4.5m, see note 12 for further
detail) and impact of foreign exchange
(£55.2m). This was partially offset by the
capitalisation of website development
costs (£11.1m).
Trade and other receivables
decreased by £8.2m to £115.3m (FY
2023: £123.5m) primarily due to an
improvement in cash collection during
the year, together with the impact of
foreign exchange.
Trade and other payables decreased by
£6.7m to £121.7m (FY 2023: £128.4m) due
to timing of payments over the year end.
Cash flow and net debt
Net debt at 30 September 2024 was
£256.5m (FY 2023: £327.2m), driven
by £93.0m of debt repayments (FY
2023: £52.3m, including repayment of
46
Future plc
overdraft and net of arrangement fees)
as well as a decrease in cash related to
the share buyback programme which
concluded in October 2024.
During the year, there was a cash
inflow from operations of £230.0m
(FY 2023: £241.0m) reflecting strong
cash generation. Adjusted operating
cash inflow was £236.2m (FY 2023:
£264.5m). A reconciliation of cash
generated from operations to adjusted
free cash flow is included in the Glossary
section at the end of this document.
Other significant movements in cash
flows include acquisition of own shares
of £63.1m (FY 2023: £24.5m), lease
payments of £6.9m (FY 2023: £6.0m)
and a dividend in the year of £3.9m (FY
2023: £4.1m). Foreign exchange and
other movements accounted for the
balance of cash flows.
Going concern
The Group remains highly cash
generative - a consistent feature of
the Group - with cash generated from
operations being £230.0m (FY 2023:
£241.0m). After returning £64.7m (FY
2023: £17.2m) to shareholders in the year
through the share buyback programme
and annual dividend, leverage reduced to
1.1x (FY 2023: 1.3x) and net debt reduced
to £256.5m (FY 2023: £327.2m).
The Group has produced forecasts which
have been overlaid with several severe
but plausible downside scenarios. These
scenarios confirm that even in the most
severe but plausible downside scenarios,
the Group is able to generate profits and
positive cash flows.
The scenarios have been modelled
using the Group’s existing £350m RCF
(which reduces to £315m in July 2025
before maturing in July 2026) and the
£300m UKEF facility (which amortises
over the next three years, with a final
bullet payment on expiry in November
2027). The modelling assumes that the
RCF remains available throughout the
assessment period as the intention is
to refinance the facility well before its
maturity. However, the Group has also
assessed the impact of a dysfunctional
market, where the Group is unable to
refinance the RCF before its maturity.
The scenarios modelled are hypothetical
and purposefully severe with the aim of
creating outcomes that have the ability
to threaten the viability of the Group. The
Group has multiple control measures
in place to prevent and mitigate the
scenarios from taking place.
At the year end the Group had net
current liabilities of £70.3m (FY 2023:
£7.4m). This is primarily driven by
subscriptions deferred income. The
Group has consistently delivered
adjusted free cash flow conversion of
around 100% and is forecast to generate
sufficient cash flows to meet its liabilities
as they fall due. The increase in net
current liabilities since 30 September
2023 includes the impact of £93.0m
debt repayment and £75.3m in respect
of the share buyback programme, which
reduced cash in the year by £63.1m
with a £12.2m other financial liability
recognised on the balance sheet at 30
September 2024, as well as £20.0m of
debt becoming due within one year.
After due consideration, the Directors
have concluded that there is a
reasonable expectation that the Group
has adequate resources to continue in
operational existence for at least twelve
months from the date of this report.
For this reason, the Directors continue
to adopt the going concern basis in
preparing the consolidated financial
statements for the FY 2024 results.
Alternative performance measures
Alternative performance measures
(APMs) are used by the Board to
assess the Group’s performance,
providing additional useful information
for shareholders on the underlying
performance of the Group. These
measures are not defined by IFRS and
are not intended to be a substitute for
IFRS measures.
The Group presents adjusted operating
profit, EBITDA and EPS, which are
calculated as the statutory reported
measures stated before charges relating
to share-based payments (relating
to equity-settled share awards with
vesting periods longer than 12 months),
and associated social security costs,
transaction and integration related
costs, exceptional items, amortisation of
intangible assets arising on acquisitions,
unwinding of discount on contingent
consideration and change in fair value
of contingent consideration, and
any related tax effects, including the
UK tax rate change. EPS is used as
a key performance indicator for the
Performance Share Plan.
The table in the Glossary section on page
173 reconciles the APMs to the statutory
reported measures.
Conclusion
The Group has delivered results in
line with expectations, demonstrating
resilience in a challenging
macroeconomic environment. The
Group’s strong cash generation remains
a consistent feature of the Group’s
financial characteristics. The Strategic
Report and the Financial Review are
approved by the Board of Directors and
signed on its behalf by:
Sharjeel Suleman
Chief Financial Officer
4 December 2024
Financial
Review
Adjusted free cash flow
£300
£275
£250
£225
£200
£175
£150
£125
£100
£75
£50
£25
£0
£53.7m
£96.0m
£199.3m
£17.4
£267.2m
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
£253.2m
£222.3m
£m
Financial review
47
Annual Report and Accounts 2024
Risks and uncertainties
is required and therefore a cautious
approach is taken with the advice and
support of specialists;
• Areas and activities which the Group
has no appetite to engage in - where
these may have an adverse impact
on our reputation, may threaten the
security of data and systems or may
result in harm or detriment to our
audience, employees, suppliers and
partners and other key stakeholders.
The Group’s risk appetite statements
set out these matters in more detail.
Risk appetite statements may change
to reflect the Group’s strategy,
business performance and to reflect
developments in both the internal and
external environments.
Risk appetite statements are matters
reserved for the Board and are reviewed
annually.
Emerging risks
The Group operates in a number of
different markets and environments
and takes a forward-looking and
proactive approach to the identification
and evaluation of new and emerging
risks, which are identified from current
business activities, acquisitions,
integration workstreams and through
developments in the wider environment.
Developments in 2024
The overarching risk management
framework continues to evolve and is
subject to ongoing oversight from the
The Group operates in fast-paced
and dynamic sectors and markets in
different territories and faces a variety
of opportunities, risks and challenges
that may have direct or indirect impacts
on our ability to deliver value and achieve
our strategic objectives, which requires
well-informed and risk-aware decision
making at all levels in the Group.
The Board has overall responsibility for
risk management and for determining
the nature and extent of the principal
risks the Group is willing to take in
pursuit of its strategy. Our robust
approach to the identification and
evaluation of key risks enables
us to support the achievement of
strategic objectives and to address
the challenges, uncertainties and
opportunities the Group faces.
Identification of risks, uncertainties
and opportunities is a fundamental
part of strategic decision making and
part of day-to-day management of our
operations across the Group.
Risk appetite
Risk appetite sets out what type and
how much risk the Group is willing to
take or not take in pursuit of its strategic
objectives. This can be summarised as:
• Areas and activities where innovation
and risk-aware decision making is
encouraged;
• Areas and activities where compliance
with legal and regulatory obligations
Executive Leadership Team (ELT) and
robust challenge by the Audit and Risk
Committee and Board.
• Formal bi-annual review by the
Executive Leadership Team of current
and emerging risks.
• Specific FCA risk management
requirements for a distinct approach to
risk management and risk governance
within Go.Compare are in place. These
include ongoing work on the FCA’s
Consumer Duty principle to ensure
that good outcomes are delivered for
GoCompare’s customers.
• Dedicated cross-functional integration
processes in place to identify any
new or emerging risks arising from
acquisitions.
• Cyber and information security and
IT operational resilience capabilities
remain a key area of focus and the
Group continues to review, update and
invest in this area.
• A comprehensive review of the Group’s
risks has been undertaken in 2024 to
ensure that the principal risks reflect
the Group’s stategy and performance.
This was subject to review, challenge
and approval by the Executive
Leadership Team, the Audit and Risk
Committee and the Board.
• Work is also underway to ensure
that the Group’s risk management
framework takes into account the
changes to the updated UK Corporate
Governance Code 2024 in relation to
risk management and internal control.
Risk Matrix (after mitigation)
Personal data
Regulatory
Economic & geo-political
Key suppliers and supply chain
People
Third party distribution
platforms
Media market disruption
Cyber and IT
Climate change
Key
Likelihood
Impact on strategy
Low
Medium
High
Low
Medium
High
Three lines of defence
Future has adopted the three lines of defence model for the effective oversight and support of risk management.
First Line
Operational areas are responsible for day-
to-day identification, management and
reporting of risks.
In addition, M&A risks are identified and
managed through pre-acquisition due
diligence activities, integration planning and
weekly project meetings.
Second Line
Specialist functions provide support and
advice to operational areas in areas of risk
management and control design, which
include Compliance, Data Protection &
Privacy, Legal and Information Security.
The second line functions support
management in ensuring that risks, issues
and incidents are escalated and reported
throughout the organisation, including (where
appropriate) the Audit and Risk Committee
and the Board.
Third Line
Internal Audit delivers a risk based
programme to provide assurance on
the management of key risks and the
effectiveness of the control environment.
Where required, access to internal audit
utilise the services of specialists when
conducting certain reviews.
This diagram demonstrates the
interconnected nature of risks that the Group
faces. In this example a theoretical Cyber and
IT risk event has occurred.
Such an event may require investment in
additional Cyber and IT controls, could
result in regulatory scrutiny, censure or fines
and may also have financial consequences
such as increased costs to resolve, reduced
revenue due to reputational damage and
require additional people resources to
manage and resolve the event.
A Cyber and IT risk event could also impact
the Personal data, People and Regulatory
risks.
This demonstrates not only the potential
consequences of one risk event on other
risks the Group is exposed to but also the
nature of risk response activities across the
Group.
Effective and co-ordinated risk event
mitigation activities from across the business
would be utilised to deliver an effective
response.
THE BOARD
OVERALL ACCOUNTABILITY
REPORTING AND INFORMATION
OVERSIGHT AND CHALLENGE
FIRST LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
INTERNAL AUDIT
SECOND LINE
OF DEFENCE
Responsibility
Committee
Remuneration
Committee
Executive Management Responsibility
Operational Performance and Monitoring
Monthly Business Perfomance Reviews
Weekly and Monthly ELT Meetings
Financial Forecasting and Management
Compliance & Risk
Legal
Data Protection Officer
Information Security
Internal Control and Policies
THE AUDIT AND RISK COMMITTEE
EXECUTIVE LEADERSHIP TEAM
Risk Cascade Diagram
Executive
and senior
management
Incident
response and
communication
IT and
information
security
Privacy
and
legal teams
Personal data
Regulatory
People
Cyber and IT
Key
48
Future plc
Financial review
49
Annual Report and Accounts 2024
Future plc
FY 2024 principal risks
Personal dat
a
The Group derives its revenue principally through
the marketing activities and the interaction of
customers with websites and online publications.
This includes using digital advertising,
subscription services and comparison journeys.
The Group (and the third parties it relies on) is
required to comply with strict data protection and
privacy legislation, including the General Data
Protection Regulation (GDPR )plus equivalent
laws in other consumer markets, relating to the
collection and use of personal information and
places significant transparency and accountability
on the Group.
Impact
The collection, storage and use of personal data
presents a risk of misuse, loss, compromise
or unauthorised access, which could result in
reputational damage, regulatory intervention,
financial penalties in the event of a serious breach
along with a loss of trust amongst customers and
partners.
Mitigation
Group Data Protection & Privacy
functions provide
expert support, best practice and advice across the
Group.
Ongoing monitoring of global privacy regulation to
drive necessary changes within the business.
Contractual provisions to ensure compliance with
data protection legislation with third parties involved
in providing or processing data.
Mandatory training and awareness programmes to
ensure that colleagues across the Group are aware
of regulatory requirements and developments.
Privacy considerations are a key part of acquisition
and integration activities.
The Data Steering Committee meets regularly to
review developments and to set privacy priorities
and acitvities.
Governance oversight
The Audit and Risk Committee regularly reviews
results of internal control reports and the Board
receives internal corporate governance and
compliance updates. You can read more about our
governance framework on pages 76 to 88.
Media market disruption
The Group’s strategic priority is to stay relevant
for newer generations and newer media models to
ensure it responds to changes in the way the media
market operates and changes to how content is
consumed by readers and users alike.
Impact
Failure to anticipate and respond to market
disruption and changing content consumer habits
may affect demand for our products and services
and our ability to drive long-term growth.
Increased privacy standards across the advertising
ecosystem including Google’s approach to third
party cookie consent may also impact the Group’s
activities.
Mitigation
The Group’s Growth Acceleration Strategy (GAS)
is a two-year investment program aimed to drive
further accelerated media revenue growth through
optimisation of the Group’s brand portfolio between
Hero, Halo and Cash Generators and organisation
of the Group into three distinct divisions - B2C,
Go.Compare and B2B.
Segmentation of the Group’s portfolio into Hero
brands, Halo brands and Cash Generators to target
investment, actions and priorities.
Social monetisation through branded content
creation of branded content for advertisers, which is
distributed through the Group’s brand social media
channels.
Investment in off-platform audience to grow email
advertising channels and subscriptions revenue.
Development of alternative solutions to address
changes in the use of third-party cookies.
Governance oversight
The Chief Executive provides the Board with regular
updates on market and competitor activity. You
can also read more about our Business Model in the
Strategic Report on page 11.
Economic and geo-political
Group performance could be adversely impacted
by factors beyond our control such as the
economic conditions in key markets and political
uncertainty.
The macroeconomic climate and continued
uncertainty surrounding the impact of interest rates,
inflation, energy costs, events in the Middle East,
war in Ukraine and the US political landscape could
lead to reduced consumer spending and a related
downturn in advertising.
Impact
An economic downturn, fiscal policy changes or
unexpected developments linked to worsening
economic conditions may have a negative impact on
revenue and profit.
Mitigation
The Group is diverse geographically and continues
to grow the diversity of its revenue segments, which
provides resilience to economic shocks in any
particular country or region.
Continuous monitoring of macroeconomic
developments and market conditions.
The Group is a market leader in many sectors in
which it operates, which provides resilience in tough
economic conditions.
Governance oversight
Consideration of
the impact of the macroeconomic
environment at the annual
Board strategy meeting.
You can also read more about this in the Strategic
Report starting on page 4.
Key
Risk movement relative to prior year
New Principal Risk
50
Future plc
Key
Risk movement relative to prior year
New Principal Risk
People
Our future success will depend upon our continued
ability to identify, hire, develop, motivate and
retain highly skilled individuals in both the UK and
US, at executive board and leadership levels and in
our senior management and technical teams.
The Group has a senior management team that has
a strong track record of innovation, scaling media
groups and creating value.
Impact
Lack of skilled, experienced and motivated people
at executive board level and throughout the wider
group may lead to an inability to deliver on strategy
and business and financial performance targets.
Mitigation
Continued strengthening of the Executive
Leadership Team (ELT) to reflect the evolution of
geographic location and sectors in which the Group
operates.
A key part of the Group’s Growth Acceleration
Strategy is to invest in organisational health to
ensure the workforce has the tools to perform
to the best of its abilities to build a world-class
organisation that can drive the acceleration of
revenue growth.
Operational leadership and FCA expertise has been
expanded with the GoCo acquisition.
Ongoing reviews of salary and reward packages and
employee benefits to ensure the Group remains an
attractive place to work.
Skilled executive and senior leadership teams with
experience in content creation across brands and
verticals.
Regular review of and changes to reward packages
at all levels.
Varied approach to talent acquisition.
Flexible and evolutionary approach to working
practices and environments.
Employee engagement activities, including surveys,
workshops and listening sessions, and peer
benchmarking analysis , which have identified a
number of areas for action and change.
Reviews of salary and reward packages and
employee benefits at all levels to retain and attract
talent.
Governance oversight
The Board, Nomination Committee and
Remuneration Committee receive regular reports
on reward and people-related matters.
The Nomination Committee regularly reviews Board
succession planning and the Board receives updates
on senior talent management programmes. You
can read more about the work of the Nomination
Committee on pages 82-84.
Cyber & IT
The Group relies on high-performing and resilient
IT solutions and infrastructure
to support systems
and data science solutions that meet customer
and partner expectations for experience, use
and device of choice. These include content
management, e-Commerce advertising, CRM
systems and datastores.
The Group is dependent upon its websites and
underlying tracking technology to generate income.
Outages, poor performance may result in reduced
revenue and loss of audience to competitors.
Impact
Disruption, poor performance or unavailability
of key IT solutions may result in an inability
to produce content and to provide first-class
customer experience and support e-Commerce
and advertising activities may result in an inability to
meet business performance and financial targets.
A cyber security incident could result in interruption
to trading, damage to reputation, regulatory
scrutiny and censure along with increased costs and
resources to manage and mitigate incidents.
Mitigation
Proactive monitoring of the cyber threat landscape
is led by the Information Security team.
Specialist reviews of information security, IT
resilience and business continuity
capabilities to
benchmark against best practice.
Business continuity arrangements in place for
websites and office systems.
Cyber threat monitoring, detection, prevention
and response capabilities, which are reviewed and
upgraded regularly.
Ongoing vulnerability assessment programme in
place.
Dedicated IT teams in place consisting of
Technology & Engineering and Ops & IT, reporting
to the Group Chief Technology Officer, who is a
member of the Executive Leadership Team (ELT).
Network redundancy and resilience (multiple
network connections) built into all locations
including data centres. Resilient links and
connectivity across colocation sites, offices and
the cloud.
Data centre infrastructure in place with geographical
failover capabilities for greater resilience.
Full backup capabilities in place for key systems.
Governance oversight
The Board receives updates and reports from
the CEO and CTO on IT related matters, including
budgets and ongoing delivery of key projects and
initiatives.
Key suppliers & supply chain
Certain third parties are critical to the operations
of our businesses.
Key third parties include:
Printers and paper suppliers
Magazine wholesalers and hauliers
Data centre and cloud service providers
High performing technology and data science
solutions
Impact
A failure of one of our critical third parties may cause
disruption to business operations, impact our ability
to deliver products and services, meet the needs
of our customers and result in financial loss. The
reputation of our businesses may be damaged by
poor performance or a regulatory breach by critical
third parties.
Mitigation
Robust continuity arrangements are in place for
disruption to key third parties.
Print options and contingency plans are regularly
assessed.
Ongoing monitoring, review and assessment of
contingency options in magazine production,
distribution and fulfilment supply chains.
Financial stability checks on key third-party service
providers and suppliers.
Contingency plans in place to switch to alternative
networks should a failure occur by wholesalers.
Multiple data centres to provide resilience in key
services and avoid unplanned downtime or service
disruption.
Operational and financial due diligence is
undertaken for any new key suppliers or material
changes.
Contracts, service levels and outputs are closely
managed on an on-going basis for key third party
services.
Governance oversight
The Board receives regular updates and information
about key third-party service providers from
executive management, which highlight any
emerging issues and mitigation strategies in place.
You can also read more about our Business Model
and how our business is diversified in the Strategic
Report on page 11.
Financial review
51
Annual Report and Accounts 2024
Climate change
The Group’s activities, supply chains and
customers may be impacted by climate change,
extreme weather events and physical changes
caused by climate change.
There are also increasing expectations from
governments, regulators, customers, suppliers
and partners to ensure that the Group operates
in a responsible and sustainable way to minimise
environmental harm and reduce carbon emissions.
Impact
A failure to respond to climate change and the
climate-related expectations of key stakeholders
may lead to negative impact on the Group’s
reputation, business and financial performance.
Mitigation
Our Future, Our Responsibility strategy established
in place, comprising of four pillars:
Climate
Focused on carbon footprint reduction.
Culture
Focused on DE&I, talent attraction, retention and
development and employee engagement and
well-being.
Community
Focused on delivering social impact in areas
local to our office locations and the part played in
championing a safer internet.
Content
Editorial standards and responsible content.
Information about each of these pillars can be found
in the Responsibility section starting on page 20.
The Board has ultimate responsibility for ESG
governance, including the Group’s approach to
climate change including
approving the Group’s
TCFD disclosures as part of the Annual Report and
Accounts process.
For more information about the risks and
opportunities we have identified specifically
in relation to climate change and as part of our
climate-related risks and opportunities starting on
page 54.
Governance oversight
The Board, Responsibility Committee and Audit
& Risk Committee receive regular updates on
TCFD, ESG and the four pillars of the Group’s
Responsibility strategy, which are Climate, Culture,
Community and Content.
Regulatory
The Group operates in a number of regulated
markets (insurance, lending, mortgages, energy
and home communications) in the UK .
This also includes ensuring that Go.Compare
complies with FCA the FCA’s Consumer Duty and
should:
Be open and honest.
Avoid causing foreseeable harm to customers.
Support customers in pursuing their financial goals.
Failure to comply with existing or adapt to changes
in future legal and regulatory requirements may
have a fundamental impact on the Group’s business
model, leading to reputational damage and a failure
to meet financial and operational targets.
Impact
Failure to comply with existing or adapt to changes
in future legal and regulatory requirements may
have a fundamental impact on the Group’s business
model, leading to reputational damage and a failure
to meet financial and operational targets.
Mitigation
In-house Compliance team provide ongoing
support and advice on regulatory developments,
marketing campaigns, product and journey
development and changes and associated content
updates.
Comprehensive regulatory training and
development for board members, senior
management and employees.
Outsourced internal audit programme to provide
assurance on compliance with key regulatory
requirements.
Distinct and separate governance approach for
Go.Compare to ensure that FCA expectations and
requirements are adhered to.
Consumer Duty steering group in place to support
and drive good outcomes for customers.
A cross functional Product Governance working
stream is in place, which is focused on product
governance and fair value reviews.
Annual Consumer Duty attestation process in place
to drive actions.
Governance oversight
Regular reviews and updates on Consumer Duty
developments and broader regulatory change are
presented to the Go.Compare Board and the Audit
and Risk Committee.
Future plc
Third-party distribution platforms
The Group depends on its ability to market,
distribute and monetise content through search
engines and social media platforms. These
platforms could decide not to market or distribute
some or all of our products and services, change
their terms and conditions of use at any time and/
or significantly increase fees.
The emergence of AI may also have an impact in the
way in which audiences interact with the Group’s
content and subsequent traffic to advertisers on the
Group’s digital publications.
Impact
The Group is exposed to volatility in audience
numbers generated through third-party distribution
platforms and the underlying challenges in
consumer appetite, advertiser and affiliate spending
appetite, which may impact the digital advertising
market.
Changes in algorithms and strategies of tech giants
could materially impact traffic and media revenues.
Mitigation
Audience development team to embed best
practice within its editorial and technical teams.
Continuous investment in the creation of expert
quality content to meet the changing needs of
audiences and advertising partners.
Ongoing monitoring of algorithm updates to identify
any impact on audiences.
Investment in our online platforms to provide a
secure environment with a strong user experience
that meets the requirements of IAB online
advertising standards and
Google Core Web Vitals.
Considerable expertise in distributing and
monetising content across a broader group of
digital platforms with which the Group has strong
partnerships.
The Group continues to diversify its operations into
brand-centric email marketing and newsletters and
video content to respond to audiences searching for
and consuming content on social media platforms.
AI working group established to understand
challenges and opportunities.
Lobbying activities are being explored to ensure the
Group is in a position to influence regulatory and
governmental developments.
Continued focus on and investment in the Group’s
brands to continue to create trust and expert
content for ourwith consumers.
Diversifying our source of audiences to platforms
that are less exposed to Search and AI (email
newsletters, social platforms).
Governance oversight
Annual Go.Compare Board Consumer Duty
attestation process in place to drive and prioritise
actions.
- consumer direct monetisation:
While digital subscriptions provide
predictable, repeatable revenue from
print magazines, as a whole, are in
secular decline making longer-term
forecasting less relevant;
- eCommerce affiliate represents
point-in-time purchases and is
impacted by changing consumer
confidence and shopping habits; and
- price comparison is a dynamic
and competitive market, making
forecasting consumer awareness and
engagement with the Go.Compare
brand difficult beyond a three-year
period.
• technology in the media industry
continues to evolve rapidly, adapting
to new trends in how content and
advertising are consumed
• the Group’s business model does not
rely heavily on fixed capital, long-term
contracts, or fixed external financing
arrangements that would require a
longer-term horizon assessment
or returns.
Assessing the Group’s viability
This process includes an annual review
of the ongoing plan, led by the Group’s
Executive Directors. The latest updates
to the plan were finalised in December
2024. The base case financial projections
start with the Group’s 2025 budget and
look ahead over the assessment period
to include an expected level of growth.
The Group’s funding position is also
considered, with focus on the ongoing
compliance with the covenants attached
to the Group’s external debt.
The viability of the Group has been
assessed, taking into account the Group’s
strong financial position, including
external funding in place over the
assessment period, and after modelling
the impact of certain scenarios arising
from the principal risks, which have the
greatest potential impact on viability in
that period.
The Group remains highly cash
generative - a consistent feature of
the Group - with cash generated from
operations being £230.0m (FY 2023:
£241.0m). After returning £68.6m (FY
2023: £28.6m) to shareholders in the year
through the share buyback programme
and annual dividend, leverage reduced to
1.1x (FY 2023: 1.3x) and net debt reduced
to £256.5m (FY 2023: £327.2m).
A number of scenarios have been
modelled, considered severe but
Assessing the Group’s longer term
prospects and viability
The Directors have based their
assessment of viability on the Group’s
current strategy, which is outlined in
pages 12-17. The Group’s prospects and
risks are continually assessed through:
• Strategy days held twice a year to
oversee the delivery of the Strategy and
consider changes or new initiatives to
further improve the Group’s Strategy.
Ad-hoc topics on aspects of the strategy
are covered at Board meetings.
• The Board receiving regular updates on
the operational and financial position of
the business. It also receives updates
on the impact of our actions on our
stakeholders and other topics that are
relevant to Future’s business.
• The Board receiving regular updates
on the Groups approach to risk and
performing a robust assessment of
the principal and emerging risks twice
a year. As part of the assessment of
prospects and risks, the Board routinely
receives briefings and considers
topics related to audience trends, the
advertising market and developments
in the content and insurance markets.
It is also kept informed of Future’s
resilience to environmental and
climate related risks and technological
advancements including in
the area of
Artificial Intelligence (AI).
• Its annual long-term detailed planning
process which considers profitability,
the Group’s cash flows, committed
facilities, liquidity and forecast funding
requirements over the next three years.
This exercise is completed annually
and was signed off by the Board in
July 2024. As part of this the Board
considers the appropriateness of key
assumptions, taking into account the
external environment and the Group’s
strategy.
Assessment period
The Directors consider a three-year
period, to September 2027, the most
appropriate for the Group’s Viability
Statement as:
• this aligns with Future’s long-range
financial and strategic planning cycle
• visibility over the Group’s revenue
streams is short term:
- advertising spend remains cyclical
and closely linked to global economic
growth and is impacted by the
macroeconomic environment;
plausible, that encompass these
identified risks. Whilst each of the risks
on pages 49 to 51 has a potential impact
and has been considered as part of the
assessment, only those that represent
severe but plausible scenarios were
selected for modelling. None of these
scenarios individually threaten the
viability of the Group. The scenarios have
been run both individually and with 2) and
3) combined (as the combination of all
downside scenarios occurring at once is
considered to be remote).
Assumptions applied
For the viability modelling, we have
assumed:
• EBITDA impacts from the scenarios
flow through to cash in full except for
tax savings at the Group’s ETR.
• No acquisitions are made during the
assessment period, in line with ‘Base
case’ scenario.
• Dividends are maintained throughout
the assessment period, growing in line
with our dividend policy.
• The Growth Acceleration Plan
continues as forecast.
The scenarios have been modelled using
the Group’s existing £350m RCF (which
matures in July 2026) and the £300m
UKEF facility (which amortises over
the next three years, with a final bullet
payment on expiry in November 2027).
We have assumed that the RCF remains
available throughout the assessment
period as the intention is to refinance the
facility well before its maturity.
However,
we have also assessed the impact of a
dysfunctional market, where the Group
is unable to refinance the RCF before
its maturity.
The scenarios above are hypothetical
and purposefully severe with the aim of
creating outcomes that have the ability
to threaten the viability of the Group. The
Group has multiple control measures
in place to prevent and mitigate the
scenarios from taking place.
Although each of the downside (and
the combined) scenarios result in
increased leverage the Group maintains
headroom over the existing bank
facilities and covenants at all testing
points (even where none of the various
options available to the Group to
maintain liquidity, such as reducing any
non-essential capital and operating
expenditure as well as not paying
dividends, are utilised). The results of
the above stress testing showed that the
Longer term
viability statement
52
Future plc
Group would be able to withstand the
impact of these scenarios occurring over
the assessment period.
The exercise undertaken indicates that
the Group is extremely diversified and
very resilient to a number of extreme
but plausible downside scenarios.
The
Directors also reviewed the results
of a reverse stress test, which was
undertaken to illustrate the scenario
required to exhaust cash balances or
breach covenants within three years.
This identified that it would require cash
flow to reduce by 72% in total across
FY 2025 and FY 2026 for the Group to
breach its interest cover covenant limits
in FY 2026. The Directors consider such
a large reduction to be extremely unlikely
and would contradict the Group’s
underlying track record and success of
the business model.
Potential mitigants
While the scenario modelling
incorporates controllable actions, it does
not account for additional mitigating
actions the Board could undertake to
offset the impacts of such a reduction in
cash flow, such as reducing operational
and capital expenditure or a disposal
of part of the portfolio. In the event of
a disposal, the Group would be using a
share of the proceeds to pay down debt,
giving further optionality and flexibility to
the Group.
Viability statement
Based on these severe but plausible
scenarios, the Directors have a
reasonable expectation that the
Company will continue in operation and
meet its liabilities as they fall due over
the three-year period considered.
Scenario
Associated Principal Risk(s)
Description
1) Data security
breach
1. Personal data; and
6. Cyber and IT
The Company is subject to a cyber-attack that results in a serious data breach, critical systems
outage, and loss of business and customer data. This results in a significant loss of reputation
among customers, a material reduction in Media revenues and additional IT costs while the breach
is rectified. The breach of customer data would also result in the most significant monetary penalty
being applied by the Information Commissioner’s Office (the higher of £17.5 million or 4% of the
total annual worldwide turnover in the preceding financial year). Given the inherent uncertainty of
total quantum, this test is purposely severe as a stress test for the Group.
Total EBITDA impact of £208.4m (£134.6m in FY 2025, £50.6m in FY 2026 and £23.2m in FY 2027).
2) Significant
Media revenue
reduction
2. Media market disruption;
5. People;
7. Third party distribution platforms; and
8. Climate change
This scenario assumes a significant reduction in digital advertising revenues and eCommerce
(net of direct cost reductions) compared to the three year plan. This could be from a change in
consumer habits and/or changes in algorithms and strategies of tech giants which could materially
impact traffic and media revenues, together with the impact of failing to meet our level 3 emission
requirements. The scenario also assumes no bonus payment in any of the next three years.
Total EBITDA impact of £245.4m (£60.6m in FY 2025, £88.2m in FY 2026 and £96.6m in FY 2027).
3) Significant
change in
external
environment
3.
Economic & geo-political uncertainty
4. Key suppliers and supply chain;
5. people; and
7. Reliance on third party distribution platforms
This assumes a reduction in Advertising and Magazine revenues as well as
a print margin decline
and extended collection days and an overseas third party distributor going bankrupt, resulting in bad
debt exposure and supply disruption.
The scenario also assumes no bonus payment in any of the
next three years.
Total EBITDA impact of £236.1m (£76.0m in FY 2025, £78.4m in FY 2026 and £82.3m in FY 2027).
4) Combined
scenario
2. Media market disruption;
3. Economic and geo-political;
4. Key suppliers & supply chain;
5. People;
7. Third-party distribution platforms; and
8. Climate change
This scenario assumes a combination of scenarios 2 and 3 above occurring simultaneously.
Where
there is overlap between the individual scenarios, we removed the duplication but left the worst-
case position, as such the total impacts are not additive with respect to the individual scenarios.
Total EBITDA impact of £362.6m (£109.3m in FY 2025, £122.6m in FY 2026 and £130.7m in FY
2027).
5) Combined
scenario
2. Media market disruption and changing
consumer habits;
3. Economic and geo-political;
4. Key suppliers & supply chain;
5. People;
7. Third-party distribution platforms; and
8. Climate change
This scenario assumes a combination of scenarios 2 to 4 above occurring simultaneously.
Where
there is overlap between the individual scenarios, we removed the duplication but left the worst-
case position, as such the total impacts are not additive with respect to the individual scenarios.
Total EBITDA impact of £385.4m (£133.3m in FY 2025, £122.2m in FY 2026 and £129.9m in FY
2027).
Financial review
53
Annual Report and Accounts 2024
Task Force On
Climate-Related
Financial Disclosures
Climate-Related Risks
and Opportunities
This report sets out Future’s climate-
related financial disclosures, current
approach and future commitments,
consistent with the Task Force on
Climate-related Financial Disclosures
(TCFD) recommended disclosures, in
compliance with The Financial Conduct
Authority (FCA) UKLR 6.6.6R and the
Companies (Strategic Report) (Climate-
related Financial Disclosure)
Regulations 2022.
Future’s ESG Strategy, Our Future, Our
Responsibility (see pages 21-34), sets
out our commitments on wider ESG
issues, with Pillar 1: Climate containing
our climate commitments. This includes
an ambition to reduce our Greenhouse
Gas (GHG) emissions by 42% by FY 2030
and by 90% by FY 2050. We plan to
mitigate the remaining 10% GHG
emissions by “neutralising” through
carbon removals. Pillar 4: Content
includes how Future enables its readers
and communities to take climate action,
for example at home or through the
products they buy.
We carried out a considerable work
programme during FY 2023 to better
understand the climate-related risks and
opportunities that could impact our
business, as well as the resilience of our
strategy under different climate
scenarios. This was overseen by the
Board, Audit and Risk Committee and
Executive Leadership Team, and
managed by the Responsibility
Committee (see Corporate Governance
section on page 56). We have continued
to integrate climate change into our
overall risk management processes and
determined metrics to track performance
and set targets (see page 69).
Following this work, as disclosed in more
detail in the following sections, we are
now compliant with all 11 of the 11 TCFD
recommended disclosures. We are
disclosing our Scope 3 emissions (FY
2023 data) for the second time in FY
2024 as our best estimate at this point in
time (see page 26). During FY 2024 we
have further defined the metrics that we
will use to measure the impact of
physical risks.
We will continue to improve our
disclosures over time as indicated within
this report and as best practice develops.
In FY 2025 we plan to renew our climate
scenario analysis based on the latest
climate science.
Climate change and
how we are responding
to the risks and
opportunities that it
poses is important to
our stakeholders (Our
Audience, People,
Investors, Commercial
Partners and Suppliers
and Regulators).
54
Future plc
Financial review
55
Annual Report and Accounts 2024
TCFD disclosure framework
The table below summarises how Future has aligned its action on climate change to the four TCFD thematic areas, signposting where disclosures are
consistent with the recommended TCFD disclosure requirements, and describing our areas of focus for FY 2025.
Disclosure is consistent with recommended
TCFD and CFD requirements
Disclosure is not consistent with recommended TCFD
requirements, with focus on further improvements in FY 2025
TCFD thematic area
TCFD recommended
disclosures
Relevant section within this report
Timeline
Governance
Disclose the organisation’s
governance around
climate-related issues and
opportunities.
(a) Describe the Board’s oversight
of climate-related risks and
opportunities.
(a) Board oversight of climate-related
risks and opportunities (CFD A)’ section,
page 56.
The Responsibility Committee will continue
its oversight of climate-related risks and
opportunities, with regard to the latest
guidance and recommendations.
(b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
(b) Management’s role in assessing and
managing climate-related risks and
opportunities’ section, page 56.
Risk management
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
(a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
(a) Our processes for identifying and
assessing climate-related risks (CFD B)’
section, page 58.
Work will be undertaken to further integrate
climate-related risks into Future’s overall
risk management processes, including by
embedding the most material risks within
the Group’s principal risk register.
(b) Describe the organisation’s
process for managing climate-
related risks.
(b) Our processes for managing climate-
related risks’ section, page 62.
(c) Describe how processes for
identifying and managing climate‐
related risks are integrated into
the organisation’s overall risk
management.
(c) How our processes for identifying,
assessing and managing climate-related
risks are integrated into our organisation’s
overall risk management (CFD C)’ section,
page 62.
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s business,
strategy and financial planning
where such information is
material.
(a) Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long term.
(a) The climate-related risks and the
opportunities we have identified over
the short, medium and long term (CFD D)
section, pages 63-68.
Future will continue to assess the impact
of climate-related risks and opportunities
on our strategy, with the aim of improving
resilience to material risks faced and
capitalising on opportunities, for example
delivering on our target of reducing GHG
emissions by 42% by FY 2030 - see further
detail on page 70. We also aim to increase
our coverage of climate-related editorial
content and further reduce our emissions
from digital advertising, in line with the
targets set on page 70.
(b) Describe the impact of climate-
related risks and opportunities
on the organisation’s business
strategy and financial planning.
(b) The impact of climate-related risks
and opportunities on our organisation’s
businesses, strategy, and financial planning
(CFD E)’ section, pages 63-68.
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2
0
or
lower scenario.
(c) The resilience of our strategy, taking
into consideration different scenarios,
including a 2
0
or lower scenario (CFD F)’
section, pages 58-61.
Metrics & targets
Disclose the metrics used to
assess and manage
relevant
climate-related risks and
opportunities where such
information is material.
(a) Disclose the metrics used
to assess and manage relevant
climate-related risks and
opportunities where such
information is material.
(a) Metrics used by our organisation
to assess climate-related risks and
opportunities in line with our strategy and
risk management process (CFD H)’ section,
page 69.
Future’s Scope 1 and 2 emissions are
disclosed on page 26, within
the Corporate
Responsibility Report.
We calculated our Scope 3 emissions for
the second time in FY 2024. The data is
from FY 2023 because our suppliers collate
a significant share of the underlying data
(particularly relating to the physical supply
chain of our magazines) on a calendar year
basis.
The basis of calculation is the GHG Protocol
Corporate Value Chain (Scope 3) Accounting
and Reporting Standard, and we have
identified which of the 15 categories are
relevant for Future and collated the relevant
data. We have published our latest view of
our Scope 3 emissions (FY 2023 data) on
page 26 of the Responsibility Report.
(b) Disclose Scope 1, Scope 2 and
if appropriate Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
(b) Our organisation’s Scope 1, Scope 2 and
Scope 3 Greenhouse Gas (GHG) emissions,
page 26, and the related risks’ section,
pages 63-66.
Responsibility Report, pages 21-34.
(c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets.
(c) The targets we are using to manage
climate-related risks and opportunities
and performance against targets (CFD G)’
section, page 70.
We have aligned our targets in accordance
with SBTi guidelines, but not submitted
them.
Progress is being tracked against Future’s
target of reducing our GHG emissions by
42% by FY 2030 and by 90% by FY 2050
(see page 27).
56
Future plc
Board
The Board has ultimate responsibility for
ESG Governance, including the Group’s
approach to climate change.
The Our Future, Our Responsibility ESG
strategy was considered and adopted
by the Board in December 2021. The
Board receives updates at least twice
a year from the Director of ESG on
performance against the ESG Strategy,
including the Group’s actions to mitigate
its carbon emissions. This is how the
Board monitors progress against
climate-related targets.
Progress to date against our targets and
Carbon Reduction Pathway (described
in the Corporate Responsibility section
on page 27) was reviewed and discussed
at the Board meetings in February, May,
July and September 2024.
Climate-related risks have been
considered as part of the Group’s FY
2025 budget process and three year
plan review, for example, the Board
considered the importance of climate
risk on location strategy. None of the
risks identified have a material impact on
the business in the short-term.
The Board has ultimate responsibility for
the Group’s risk control environment,
including annual review of the Risk
Register at its September meeting.
The Risk Register is signed off by the
CFO (Sharjeel Suleman) and CEO
(Jon Steinberg).
Future is a low-capital expenditure
business, therefore decisions made
regarding capital expenditure would not
have a significant impact on our climate
strategy and have therefore not been
taken into account for capital expenditure-
related decisions during FY 2024.
Audit and Risk Committee
The Audit and Risk Committee
leads its work on the internal control
environment, including reviewing risks
from emerging legislation.
The Committee has responsibility for
approving the Group’s TCFD disclosures
as part of the Annual Report and
Accounts process and meets with the
Responsibility Committee at least twice
per year. The Chair of the Audit & Risk
Committee also reports back to the
Board after every Committee meeting.
See page 85 for the members of the
Audit and Risk Committee.
Responsibility Committee
The Group has appointed a Responsibility
Committee consisting of Ivana
Kirkbride, Angela Seymour-Jackson,
Meredith Amdur and Jon Steinberg. The
Responsibility Committee oversees
and manages climate-related risks
and opportunities. Its duties include
reviewing progress against priorities
and objectives, and the effectiveness
of risk management. In FY 2024, its
climate responsibilities have focused on
gathering our Scope 3 data and reviewing
progress against our Carbon Reduction
Pathway (see page 27).
All Board members are invited to attend
each meeting of the Responsibility
Committee, even if they are not formal
members, providing important context
for whole-Board discussions. The Chair
of the Responsibility Committee also
reports back to the Board after every
Committee meeting.
The Responsibility and Audit and Risk
Committees connect twice per year to
ensure the risk process is holistic. The
Chair of the Audit and Risk Committee,
Alan Newman, attends the Responsibility
Committee meetings at least twice a
year, when climate responsibilities and
actions are discussed.
Remuneration Committee
Future’s Executive Director
remuneration policy, as disclosed in
our FY 2023 Annual Report, included
an ESG measure applying to 10% of the
annual bonus amount. The ESG measure
was related to colleague engagement
for FY 2023, which is calculated based
on the results of the Annual Colleague
Engagement Survey. This is Future’s first
step along a path to include ESG metrics
in our incentive scorecards. We have
started with a people measure given its
success as a business is closely tied to
our ability to recruit, retain and engage a
highly talented workforce.
Managing our emissions is an important
part of mitigating the risks we face
from climate change, as increasingly
consumers, advertisers and employees
want to see us make progress toward
net zero. A carbon reduction target will
be added to our variable pay awards. We
will do this through the PSP award as a
Task Force On
Climate-Related
Financial Disclosures
TCFD Thematic Area 1:
Governance
Future’s understanding
and response to climate
change is part of the
Group’s wider ESG
Governance and Risk
Management processes.
The Board provides
ultimate oversight
of these processes,
supported by the Group’s
Executive Committees
and management
functions.
The diagram opposite shows how our
climate-related governance sits within
our business model.
a. Board oversight of climate-related risks and opportunities (CFD A)
Financial review
57
Annual Report and Accounts 2024
three year target for carbon reduction
aligns with the longer term nature of
the initiatives rather than an annual
target. Whilst good progress has been
made toward measuring our carbon
emissions and setting goals for 2030
and 2050, we are not yet at the stage
where we have robust interim targets
over a three-year period, which would
be required for inclusion in this year’s
PSP award. We have therefore not
included a carbon reduction target
for the FY 2024 Performance Share
Plan award (see pages 93-94 of the
Directors’ Remuneration Report) but the
Committee will keep under review the
opportunity to do so for future awards
once the pathway towards our 2030 goal
has been fully scoped.
See page 93 for the members of the
Remuneration Committee.
b. Management’s role in assessing and
managing climate-related risks and
opportunities
Executive Leadership Team (ELT)
oversight
The Chief Operating Officer, Eric Harris,
has ultimate responsibility for delivery of
the Our Future, Our Responsibility ESG
strategy, including the Group’s climate
commitments. He and the Director of
ESG report back to the Board at least
twice a year on the progress against
climate-related initiatives and targets,
which are driven by the Climate Pillar
working group.
Climate Pillar working group
This group drove the climate scenario
analysis described below and is
responsible for acting on the outcomes
of that analysis, which include further
reductions of emissions from print
and digital advertising during FY 2024
and into FY 2025. This Group provides
quarterly input to the Director of ESG.
Risk & Compliance Function
The Group Risk and Compliance
Function is responsible for the risk
compilation and review process. The
VP of Magazines & Editorial Operations
is responsible for ESG-related risks
affecting Future’s physical supply chain
(primarily paper and print).
Oversight, review and challenge
Delegate
Information sharing
Audit and Risk Committee
of the Board
Responsibility Committee of the Board
Executive Leadership Team including COO
Remuneration Committee
Director of ESG
Climate Pillar working group
Group Senior Risk &
Compliance Manager
SVP Business Operations (Digital)
VP Magazines & Editorial Operations
Board of Directors
58
Future plc
The process above of identifying
and assessing climate-related risks
was undertaken for the first time in
FY 2023. The risks indentified were
reviewed in FY 2024, with no significant
changes in risks since our detailed FY
2023 assessment. A full update of all
risks will be undertaken every three
years, unless required more frequently,
for example due to a change in market
conditions.
Risk assessment criteria
The tables on pages 63-67 summarises
the risks and opportunities that the
Group has identified, along with their
classification, materiality, likelihood, the
timeframe over which they are expected
to materialise and Future’s management
approach.
Our definition of a material financial
impact is an increase or decrease in profit
before tax of over £7m, being the level at
which investors would consider a risk to
be material to the Group’s results.
Timescales are defined as:
• Short-term: occurring within 0-3
years,
which is aligned to the Group’s
3-year forecasting period and would
rely on exacerbation of the transition
risks, e.g. regulation and a downturn in
consumerism, that would have to come
to fruition in order for global warming
not to peak higher than 1.5°C above pre-
industrial levels and to remain below
that on an ongoing basis;
• Medium-term: 3-6 years
i.e. to 2030,
which is aligned to Future’s target of
reducing our carbon emissions by
42% by 2030. In a 1.5°C scenario this
could mean, for example, carbon taxes
of ~£100/tCO2e (as per the IEA WEO
scenarios), or, in a 3°C scenario, flood
damages that are 2.5 to 3.9 times
higher in comparison to a 1.5° scenario
without adaptation; and
• Long-term: 6+ years
i.e. to 2050, which
is aligned with the UK Government’s
2050 Net Zero target, and the
timeframe over which we expect risks
to arise, including the physical impacts
of climate change. A 1.5°C
scenario
could mean, for example, carbon taxes
of ~£300/tCO2e, or, in a 3°C scenario, a
very high degree of physical risks such
as flooding.
Scenario analysis
To stress test the Group’s performance,
and understand the resilience of the
business under a range of climate
outcomes, we have defined three
climate scenarios for analysis, based
on the latest information from the
Intergovernmental Panel on Climate
Change (IPCC) and International Energy
Agency (IEA):
1) a scenario where the world warms by
1.5°C and we see long-term stability
through an orderly transition;
2) a second scenario where the we see a
slower transition leading to unstable
and increasingly unmanageable
outcomes as the world warms by 2°C;
and
3) a third scenario where a failure to act
leads to irreversible change and in
some cases an uninhabitable world
which has warmed by 3°C.
Modelling methodology
For each scenario we have modelled the
impact of the transition and physical
risks identified, with a summary of the
results shown on pages 59-61, including
the approximate financial impact and
likelihood of the highest transition risks,
physical risks
and opportunities.
Task Force On
Climate-Related
Financial Disclosures
Working with our
external advisors,
SLR Consulting, we
identified a range of
climate outcomes
and developed
1.5⁰C, 2⁰C and 3⁰C
scenarios based on
the latest available
IPCC, IEA and PRI
IPR models
The scenarios
were presented
to the Board and
management and
workshops were
held with internal
subject matter
experts to identify
the potential impact
on Future as a
business. This led to
the generation of
our list of risks and
opportunities on
pages 63-67.
Detailed modelling
of the most
impactful physical
and transition risks
and opportunitoes
was performed,
based on the short-,
medium- and long-
term timeframes as
set out below.
Based on this
modelling the
materiality and
likelihood of the risks
and opportunities
was determined,
as presented in the
table on pages 63-67
and presented to the
Board and Audit and
Risk Committee.
Further workshops
were held with
internal subject
matter experts
to determine
appropriate metrics
to measure each risk
and opportunity.
Targets to mitgate
against risks were
determined and
agreed by the Board
(see page 68).
TCFD Thematic Area 2: Risk
management
a. Our processes for identifying and assessing climate-related risks (CFD B)
Financial review
59
Annual Report and Accounts 2024
1.5°C Scenario
Long-term stability through an orderly
transition.
We have selected this scenario because
1.5°C of global warming is widely
accepted as the “safe level” by the
scientific community and therefore
what the global community is striving to
achieve. It is also the level of ambition
used by the Science-Based Targets
initiative (SBTi) for large corporations,
with which Future will align its GHG
reduction targets. However, as current
emission reductions and policies are not
moving fast enough to meet the 1.5°C
scenario, we will monitor the feasability
of this scenario going forwards.
We have used the IPCC’s RCP 2.6 &
SSP1 scenario, the IEA’s ‘Sustainable
Development Scenario’ and the PRI
IPR 1.5C Required Policy Scenario to
model a long-term orderly transition
to a low carbon economy as sufficient
regulatory action is taken to limit the
global temperature rise to the Paris
Agreement goal of 1.5°C (by 2100),
resulting in significant transition risks.
This includes, a change in consumption
habits impacting advertising and
eCommerce affiliates, and sustained
increases in carbon pricing from
2025, whilst audience interest in
climate-related content and consumer
interest in sustainable products create
opportunities.
Assumptions:
In this scenario, action taken around
the world has achieved the aims set out
in the 2015 Paris Agreement - global
temperatures have been limited to
1.5°C compared to pre-industrial levels.
There have been some physical changes
and achieving this goal has required an
unprecedented and substantial shift in
policy and behaviour.
Physical:
• At 1.5°C of warming, 14% of the global
population is exposed to severe heat
at least once every 5 years. Sea level
rise reaches 0.4 metres by 2100,
putting 20% more people at risk of a
100-year flood. However, the worst
effects of climate change have been
avoided and inhabited areas of the
world remain habitable.
• Deforestation is halted by 2030,
and the world switches to planting
swathes of new forest. Carbon
removal technologies are deployed at
scale, and emissions from methane
and other gases are reduced by c.75%.
Policy:
• Unprecedented policy changes have
been implemented to limit global
warming to 1.5°C. Emissions have
peaked between 2020 and 2025, and
are then falling sharply. Net zero is
reached by the early 2050s. Carbon
taxes are common and have been
implemented across main jurisdictions
including the EU, UK and US, with
the price of carbon at ~£100/tCO2e
by 2030, rising to ~£300/tCO2e by
2050.
Energy:
• The use of fossil fuels (coal, oil,
gas in that order) is rapidly phased
out, starting with coal in 2035
through bans, taxes and other policy
incentives. The world uses 100% clean
power by 2045.
Infrastructure:
• Transport and buildings become
increasingly efficient. New buildings
are increasingly electrified, and
existing buildings are retro-fitted
to become more energy efficient at
double today’s rate. The electrification
of new transport reaches 100%
by 2050 globally. Emissions from
transport are 59% lower than they
were in 2020.
Consumers:
• Consumers are highly interested in
climate-related content. For example,
how to reduce the carbon footprint
of their homes, diet, travel and other
lifestyle choices.
• The rapid increase in climate
awareness and literacy means
that consumers are attracted to
responsible companies who can
demonstrate sustainable attitudes.
• Consumption, especially mass
consumption and linear consumption,
is increasingly seen as excessive. The
sharing and digital economies grow.
• Media and ad campaigns are
increasingly focused on sustainable
storylines.
Expected impacts on Future’s
stakeholders:
• Increase in sustainability-related
content on our websites and in our
magazines, and tips on how our
audience can reduce GHG emissions
in their daily lives.
• Increasing competitive advantage
in attracting and retaining talent,
as a company with strong climate
commitments.
• Increasing integration of climate
performance in investment decisions
and investor engagement.
• More time and resource would be
spent on disclosures in line with
increased expectations on the
quality and detail of climate reporting
by companies, as well as our own
maturing reporting standards.
60
Future plc
Task Force On
Climate-Related
Financial Disclosures
We have selected this scenario because
the actions taken so far by governments
(e.g. regulation) has not been as rapid
and systematic as it would need to be in
order to limit global warming to 1.5°C.
This scenario is predicted to lead to
1.8-2.4°C of warming by 2100 and has
been chosen to align with the Paris
Agreement, which strives for “well below
2°C.” We recognise that recent UNEP
climate reporting has predicted 3.1°C
warming by 2100 based on current rates,
which reduces the likelihood of this
scenario. That said, countries around the
world still aim to limit global warming to
the Paris Agreement goal of “well below
2°C,” underlining why this scenario is still
relevant.
We have used the IPCC’s RCP 4.5
& SSP2 scenario, the IEA’s ‘New
Policies Scenario’ and the PRI IPR
‘Forecast Policy Scenario’ to model
a mid-term transition to a low carbon
economy where some new policies
are implemented but this is slow and
inconsistent, with Net Zero reached in
the early 2070s.
This results in moderate transition
risks, with amplified physical risks,
including increased labour costs and
an exodus of talent if city locations
become unattractive, increased costs,
upgrading digital equipment and data
centres, and agencies and advertisers
increasingly wanting to place business
with companies on ‘green’ lists .
Assumptions:
Not much has changed from today.
Action to reduce emissions has
been taken, but it’s not the rapid and
systematic shift that scientists and
activists have called for. Climate change
ebbs and flows in the consciousness
of leaders and the general public alike.
Global temperatures continue to climb at
a similar pace to what we see today until
the 2nd half of the Century. The impact is
clear to see for many:
Physical:
• At 2°C of warming, 37% of the global
population is exposed to severe heat
at least once every 5 years. Sea level
rise reaches 0.5 metres by 2100.
• Cost of flood damage will be higher by
1.4 to 2 times, in comparison to a 1.5°C
scenario without adaptation.
Policy:
• Policies beyond current commitments
have been implemented, but they
are piecemeal and erratic, with
uncertainty remaining over the
medium to long term. Emissions peak
in the 2020s and Net zero is reached
by the early 2070s. A carbon price
of ~£25/tCO2e by 2030, rising to
£100/tCO2e by 2050, is common in
developed countries.
Energy:
• The use of fossil fuels is limited,
particularly coal and oil. Renewables
reach around 80% of the energy mix
by 2050. Energy prices decrease by
12% in Advanced Economies.
Infrastructure:
• Global emissions from transport
decrease by 29% by 2050 compared
to 2020.
Consumers:
• Interest in climate-related content,
such as home improvements or
lifestyle choices, peaks and troughs
during the 2020s and 2030s, linked to
key events such as COP conferences
but also climate impacts such as
heatwaves or
cold snaps.
• In the 2040s, as the adverse
impacts of Climate change become
apparent, sustainability becomes a
more important consideration for
consumers, and some consumers
start boycotting brands which are
seen as unsustainable.
• Consumers increasingly focus on
low-carbon products, expecting a high
degree of transparency.
• Advertising and media campaigns are
used by organisations to make the
case for sustainability.
Expected impacts on Future’s
stakeholders:
• Future’s people demand support and
flexibility from Future in dealing with
physical climate impacts.
• Mixed response from investors, with
some making it a focus of investment
decisions and others remaining
focussed on financial performance
or other parts of ESG (e.g. social
performance).
2°C Scenario
A slower transition leads to an unstable, and increasingly unmanageable, world.
Financial review
61
Annual Report and Accounts 2024
We originally selected this scenario as
a “reasonable worst case,” predicting
the world to warm by around 2.7°C by
2100. This scenario carries the risk of
tipping points being breached, leading to
runaway climate change. Recent climate
science anticipates that this scenario is
becoming a more likely future based on
current policies.
We have used the IPCC’s RCP 8.0 &
SSP5 scenario and the IEA’s ‘Current
Policies Scenario’ to model the impact
of substantial and irreversible changes
to the planet where multiple tipping
points are reached, further accelerating
GHG emissions and physical impacts
of climate change. In this scenario
transition risks are minimal as policies
are maintained at current levels, with
very few new climate policies introduced.
Assumptions:
Economies around the world have
continued to be powered by fossil
fuels and promises made by global
leaders have been largely ignored. Life
has continued much the same; it is
“business as usual”. Global warming has
accelerated and the impact of changes
in climate are all around, tangible and in
some cases (increasingly) catastrophic:
Physical:
• At 3°C of warming, we see significant
changes to the planet. These are
substantial and irreversible, as various
tipping points are breached, leading
to rapid and abrupt increases in
emissions and fast-changing impact.
• Flood damages will be 2.5 to 3.9
times higher in comparison to a 1.5°C
scenario without adaptation. 100-
200% more people are exposed to a
100-year coastal flood.
Policy:
• Climate policy is maintained at its
current level globally. This means that
major economies reduce emissions
gradually towards 2030, reaching
Net Zero between 2050 and 2100.
Globally, however, emissions continue
to rise.
Energy:
• Oil consumption keeps growing until
2075, when it stabilises at about twice
current levels. Coal consumption
also increases slightly. Natural gas
becomes the main energy source
by 2100. About 20% of the mix is
renewables.
Infrastructure:
• There are small gains in the efficiency
of transport and buildings, and about
50% of new transport is electric
globally by 2060. Existing buildings
are retro-fitted to become more
energy efficient at the current rate.
Audiences:
• Consumption, energy use and
disposable income grow in the 2020s
and 2030s fuelled by fossil fuel
consumption. Audience behaviour
is driven by individualism, with
continuing success for carbon-
intensive sectors and brands.
• By the 2040s, audiences start to see
lifestyle disruption and start valuing
reliability and quality as much as
price. By the 2050s, crop failures
lead to sudden and large increases in
commodity prices, inflation and less
disposable income for audiences.
• Mass migration, hitting its peak by the
2050s, leads to deep structural shifts
in key markets, leading to changes
across society and political systems.
• Frequent disruption and lower
desirability of certain destinations
lead to growth in digital entertainment
and reduction in international travel
and connections.
• From the 2040s, brands start
attempting to position themselves
as solutions to the new, disrupted,
climate reality.
Expected impacts on Future’s
stakeholders:
• Little change in audience interest in
climate-related content in the short or
medium-term; increased content on
our websites and magazines around
analysis and predictions of future
impacts and how people can adapt in
the long-term (2040 and beyond).
• Employees depend on employers to
provide “climate-safe” spaces to work,
including offices that can withstand
extreme climate-related events. They
also increasingly adopt a migratory
lifestyle based on seasons to avoid
climate extremes. Expectations
on Future to provide security to
its people through insurances,
encouraging healthy lifestyles, and
help manage stress and other mental
health issues.
• Increased activities by investors to
protect portfolios from economic
upheaval. Competitive advantage for
climate-resilient businesses.
• Limited decarbonisation of
infrastructure and electrification of
transport.
3°C Scenario
Failure to act leads to an irreversible, unstable, and in some cases uninhabitable, world.
62
Future plc
Future operates a model of two lines
of defence for climate-related risks.
Executive management - who are
responsible for day-to-day management
of risks, including climate-related risks
- act as the first line of defence; second
line support and advice is provided by
specialist functions such as Compliance,
Legal and Privacy and the Director of ESG.
We have an established process for risk
identification and control, under the
supervision of the CFO and overseen by
the Audit and Risk Committee. A fuller
description of the risk control process
and the risk register is found on pages
47-53.
Risk identification:
There is a twice-yearly exercise to
identify risks and compile the Group’s
Risk Register. Due to their longer-
term nature, climate-related risks are
reviewed and updated at financial year
end as part of the annual reporting
cycle. During FY 2023 we identified
our climate-related risks via in-depth
workshops as detailed on page 58.
Executive stakeholders across the
business, including ELT members,
have been consulted during FY 2024 to
identify changes in risk and emerging/
new risks for consideration. Identified
risks are evaluated for likelihood, impact
and the effectiveness of mitigation, with
the Board reviewing the most material
climate-related risks annually. Every risk
on the Register is formally owned by a
member of the ELT.
The Group considers the risk of existing
and emerging regulatory requirements
in determining our climate-related risks
(see table on pages 63-66) and will
continue to monitor developments in
regulatory requirements going forwards.
During FY 2023, we further
disaggregated and investigated our
climate-related risks, through the
use of detailed climate scenarios as
described on pages 59-61, leading to
a more detailed set of identified risks
and management actions, which have
been incorporated in the FY 2024 Risk
Register.
In the short-term (defined as occurring
within 1-3 years), we have identified one
climate-related risk which could have a
moderate impact on the business: the
loss of advertising revenue if Future
were to miss expected emissions
targets. This risk has been included
within the ‘Climate change’ Principal
Risk
in the Group’s Principal Risks
section on page 51.
Task Force On
Climate-Related
Financial Disclosures
b. Our processes for managing
climate-related risk
c. How our processes for identifying, assessing and managing climate-
related risks are integrated into our organisation’s overall risk
management (CFD C)
Financial review
63
Annual Report and Accounts 2024
a. The climate-related risks and the opportunities we have identified over the short, medium and long term (CFD D)
b. The impact of climate-related risks and opportunities on our organisation’s businesses, strategy, and financial
planning (CFD E)
The process of identifying risks and
opportunities included our assessment of the
impact at a geographical level and by business
sector, for example the physical risks for
our office locations globally, and transition
risks and opportunities for certain revenue
streams, as shown in the table below. Certain
risks were identified which did not have a
moderate or material impact on our business
under any scenario or timeframe, and which
have therefore been excluded from the table
below. This includes, for example, the risk
to our paper supply chain which is mitigated
by our ‘digital first’ focus as part of our GAS
strategy (see page 12).
Risk
Timeframe
Short
Medium
Long
Transition Risk - Policy & Legal
Regulation to limit GHG emissions and
transition to Net Zero is likely to lead to
increased costs in the form of carbon
taxation, which has already been imposed
by many nations worldwide.
1.5
o
Unlikely and Low Impact
Even in a 1.5
o
scenario carbon
taxation in our sector is not likely
within the next 0-3 years, so we
expect the financial impact on our
business to be negligible.
Virtually Certain and Moderate Impact
In order for the world to limit global
warming to 1.5
o
by 2100, increased
and stronger regulation will need to be
in place by this point in time, including
carbon taxation, which could be as high
as ~£100/tCO2e by 2030. Therefore
we expect to see a moderate financial
impact on our business.
Virtually Certain and Moderate Impact
In order for the world to limit global
warming to 1.5
o
by 2100, increased
and stronger regulation will need
to be in place by this point in time,
including carbon taxation. We expect
our emissions to have dropped by 90%
by 2050, but carbon taxation could
be as high as ~£300/tCO2e by 2050
and we will have experienced carbon
taxation through the 2030s and 2040s.
Therefore we expect to see a moderate
financial impact on our business.
2
o
Unlikely and Low Impact
As per the 1.5
o
scenario.
Very Likely but Low Impact
In order for the world to limit global
warming to 2
o
by 2100, increased and
stronger regulation will need to be in
place by this point in time, including
carbon taxation, which could be ~£25/
tCO2e by 2030. However, when
compared with ~£100/tCO2e in a
1.5
o
scenario, this should have a lower
financial impact on our business.
Very Likely but Low Impact
In order for the world to limit global
warming to 2
o
by 2100, increased and
stronger regulation will need to be in
place by this point in time, including
carbon taxation. However, we expect
our emissions to have dropped by
90% by 2050, and therefore whilst
carbon taxation could be as high as
~£100/tCO2e by 2050 in this scenario,
the financial impact on our business
should be minimal.
3
o
Unlikely and Low Impact
I
n a 3
o
scenario climate policy will be
maintained at its current level globally (i.e.
no carbon taxation for businesses in our
sector). Therefore we do not expect to see
a financial impact on our business.
Unlikely and Low Impact
As per the Short timeframe.
Unlikely and Low Impact
As per the Short timeframe.
How we are responding
Metrics
Targets
We are committing to near-term and long-term carbon reduction targets, and have already started
to take steps to reduce the amount of carbon we emit in our business through our value chain.
Where possible, we are already moving to renewable energy sources. In FY 2022 our emissions
from energy use from data centres was mitigated by switching to 100% renewable electricity. We
have also reduced our emissions from digital activity (see “How we are responding” section in the
risk below “Changes in the Advertising Sector”).
During FY 2024 we started working with our key suppliers on improving sustainability and have
begun work on a suitable framework to enable this. This framework has been used to conduct
supplier tender processes.
We expect the impact of this risk to reduce over time as we reduce our direct and value chain
emissions and move closer towards our carbon reduction targets. As in all scenarios the impact is
not greater than moderate, and we are mitigating this impact as described above, we are satisfied
the business is resilient to the impact of this risk.
Link to principal risk
Climate Change
(see page 51).
Scope 1, 2 and 3 footprint (see page
26 of the Responsibility section of this
report).
Percentage of our electricity coming
from renewable sources.
42% reduction in our overall emissions
by FY 2030.
90% reduction in our overall emissions
by FY 2050.
We have reduced our emissions from
Scope 3 by 27% in FY 2023. See pages
26-27 in the Corporate Responsibility
Report for more detail.
Scenario
1. Increased regulatory costs in the transition to a low-carbon world
Detailed risks
Risks
Low: <£3m reduction in profit before tax
Moderate: £3m-£7m reduction in profit before tax
Major: >£7m reduction in profit before tax
Potential annual impact on profit before tax of most significant risks and opportunities (unmitigated):
Opportunities
Low: <£3m increase in profit before tax
Moderate: £3m-£7m increase in profit before tax
Major: >£7m increase in profit before tax
Timeframe
Short-term: 0-3 years
Medium-term: 3-6 years
Long-term: >6 years
TCFD Thematic Area 3: Strategy
64
Future plc
Risk
Timeframe
Short
Medium
Long
Transition Risk - Market
Agencies and advertisers increasingly want
to place business with publishers who can
demonstrate low GHG emissions from their digital
value chain.
The risk to our business would be substantial if
we were not able to align ourselves with their
expectations.
There is also a risk that the expectations could
change, for example, to be carbon negative,
which would need to be considered in terms of
how quickly we as a business move towards our
carbon reduction targets, particularly within the
digital space. We will continue to monitor agency
and advertiser feedback and revisit this risk in FY
2025 if we deem it to be necessary.
It is also a potential opportunity for Future to gain
market share of digital advertising as a green
listed premium publisher since advertisers will be
likely to move their money away from non-green
listed, less reputable websites.
1.5
o
Virtually Certain and Moderate
Impact
We have already seen this
happening in FY 2023 and FY 2024
and have taken action as a result.
Virtually Certain and Moderate Impact
We have already seen this happening
in FY 2023 and FY 2024 and have
taken action as a result. Additionally,
we expect to have taken further action
by the time we reach 2030, based on
recommendations from Scope3.com.
The financial impact on our business is
assessed as moderate.
Virtually Certain but Low Impact
We have already seen this happening
in FY 2023
and FY 2024 and have
taken action as a result. Additionally,
we expect our overall emissions to
have dropped by 90% by 2050 and
therefore should automatically be
on all “green” lists, so the financial
impact on our business should be
minimal.
2
o
Virtually Certain and Moderate
Impact
As per the 1.5
o
scenario.
Virtually Certain and Moderate Impact
As per the 1.5
o
scenario
Virtually Certain but Low Impact
As per the 1.5
o
scenario.
3
o
Virtually Certain and Moderate
Impact
As per the 1.5
o
scenario.
Virtually Certain and Moderate Impact
As per the 1.5
o
scenario.
Virtually Certain but Low Impact
As per the 1.5
o
scenario.
How we are responding
Metrics
Targets
Future started working with Scope3.com in FY 2023 to identify and reduce our emissions from digital
advertising, in line with expectations from agencies and advertisers.
We have already reduced our digital GHG emissions by a considerable amount and now feature on
“green” lists, however as our competitors reduce their digital GHG emissions further so must Future,
in order to mitigate this risk. In addition, the expectations could potentially change, with agencies and
advertisers requiring publishers to be able to demonstrate they are carbon negative.
In FY 2022 our digital GHG emissions totalled 58,578 tCO2e. In FY 2023, we reduced this by 36% to
37,616 tCO2e, and in FY 2024 we expect to have reduced this by a further 60%.
We have achieved
this by taking actions such as:
- Removing duplicate programmatic accounts
- Removing unnecessary legacy ads.txt entries
- Removing some 3P partners from our Hybrid ad stack
- Reducing the volume of entries allowed in our ads.txt for the remaining 3P partners
As in all scenarios the impact is not greater than moderate, and we are mitigating this impact as
described above, we are satisfied the business is resilient to the impact of this risk.
We will continue to measure our digital GHG emissions on a quarterly basis, which will be
benchmarked against competitors’ digital GHG impressions.
Link to principal risk
Climate Change
(see page 51).
Our digital GHG emissions, as
measured by Scope3.com (see current
progress in the box to the left).
Our intention is to reduce our
emissions from digital advertising
further by the end of FY 2025 (which
we will report on in our FY 2026
Annual Report).
Scenario
2. Changes in the Advertising Sector
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Risk
Timeframe
Short
Medium
Long
Transition Risk - Policy & Legal
There is a risk that our overall operational costs
could increase as a result of energy prices
increasing (due to costs being passed on to
Future in order to cover investment in renewable
energy sources, retrofitting buildings etc.), which
would have a medium to long term impact on our
business.
1.5
o
Unlikely and Low Impact
In order for the world to limit
global warming to 1.5
o
by 2100,
there will need to be considerable
investment in renewable energy
sources, buildings will need to be
retrofitted to become more energy
efficient etc., and these costs will
be felt throughout the supply chain.
However, we do not believe this is
likely within the next 0-3 years, so
we expect the financial impact on
our business to be negligible.
Virtually Certain and Moderate Impact
In order for the world to limit global
warming to 1.5
o
by 2100, there will
need to be considerable investment in
renewable energy sources, buildings
will need to be retrofitted to become
more energy efficient etc., and these
costs will be felt throughout the supply
chain. Therefore we expect to see
a moderate financial impact on our
business.
Virtually Certain and Low Impact
As per the Short and Medium term
scenarios. However, in the long
term renewable energy will become
cheaper than fossil fuels (in a 1.5C
scenario this could be by 2030, with
renewable electricity leading to a
~20% decrease in electricity prices
in Advanced economies), which
would reduce the financial impact as
time goes on.
2
o
Unlikely and Low Impact
As per the 1.5
o
scenario.
Very Likely and Low Impact
This will happen more slowly than in
the 1.5
o
scenario and therefore we
would expect the likelihood and impact
to be less than in the 1.5
o
scenario.
Virtually Certain and Moderate
Impact
Similarly to the 1.5
o
scenario, in order
for the world to limit global warming
to 2
o
by 2100, there will need to
be considerable investment in
renewable energy sources, buildings
will need to be retrofitted to become
more energy efficient etc., and these
costs will be felt throughout the
supply chain. This will happen more
slowly than in the 1.5
o
scenario and
therefore the costs will be passed on
later in this scenario. Therefore we
expect to see a moderate financial
impact on our business.
3
o
Unlikely and Low Impact
In a 3
o
scenario the electrification
of buildings will grow at the current
rate, and existing buildings will
be retrofitted to become more
energy efficient at the current rate.
Therefore we do not believe this is
likely to have a financial impact on
our business.
Very Likely and Moderate Impact
In a 3
o
scenario the electrification of
buildings will grow at the current rate,
and existing buildings will be retrofitted
to become more energy efficient
at the current rate. However, in this
scenario it’s very likely the world will be
experiencing a substantial increase in
heat waves. Therefore businesses will
need to adapt e.g. air conditioning units
will need to be used more frequently
in hotter locations, which will push
up demand and therefore energy
prices. Therefore we expect to see
a moderate financial impact on our
business.
Very Likely and Moderate Impact
In a 3
o
scenario the electrification
of buildings will grow at the current
rate, and existing buildings will be
retrofitted to become more energy
efficient at the current rate. However,
in this scenario, and by the end of
the century, it’s virtually certain the
world will experience an exponential
rise in heat waves and those events
will be significantly hotter. Therefore
businesses will need to adapt e.g.
air conditioning units will need to
be used more frequently in hotter
locations (if indeed those locations
are still habitable), which will push up
demand and therefore energy prices,
which are likely to be much higher
than in the medium term scenario.
We expect to see a moderate
financial impact on our business.
How we are responding
Metrics
Targets
The reduction initiatives we will be putting in place in order to reach our near-term and long-term
carbon reduction targets will naturally reduce our energy usage, therefore reducing the risk caused
by a rise in energy prices. We also expect to move more of our energy usage to renewables, which will
become cheaper than fossil fuels over time.
In addition, we continually review our cost base so that any increases can be managed and profit
margins retained.
Link to principal risk
Climate Change
(see page 51).
Scope 1, 2 and 3 footprint.
Increase in energy prices.
42% reduction in our overall
emissions by FY 2030.
90% reduction in our overall
emissions by FY 2050.
We have reduced our emissions
from Scope 3 by 27% in FY 2023.
See pages 26-27 in the Corporate
Responsibility section for more
detail.
Scenario
3. Increase in operational costs
66
Future plc
Risk
Timeframe
Short
Medium
Long
Physical Risk - Acute
In order for the world to limit global warming to
1.5
o
by 2100, increased and stronger regulation
would need to be in place. If this doesn’t happen,
we are more likely to move towards a 3
o
scenario,
and in this case, Future could face increased costs
and business interruption due to the physical
impacts of climate change. This includes:
Labour costs if several of our current office
locations become unattractive and see an exodus
of talent.
Costs of digital equipment if current equipment
needs to be upgraded to withstand higher
temperatures.
Costs to either upgrade data centres, or to move
them out of locations subject to extreme heat or
flooding. We have two in London, one in South
Wales and one in New York.
1.5
o
Unlikely and Low Impact
Even in a 1.5
o
scenario it’s unlikely
we will see much change in terms
of heat waves and/or flash flooding
in most locations in the next 0-3
years, so the financial impact on
our business should be minimal.
Likely and Low Impact
Whilst in the next decade (in a 1.5
o
scenario) we are set to experience a
nearly 50% rise in heat waves (even
with regulation), and with those
events being even hotter than before,
this will mainly affect the Southern
Hemisphere, however it could impact
LA. We expect to see a minimal
financial impact on our business.
Likely and Low Impact
So long as the regulation remains
in place and we remain at 1.5
o
we
expect to be in a similar position by
this point as the medium term.
2
o
Unlikely and Low Impact
In a 2
o
scenario it’s likely we will
start to see an increase in heat
waves and/or flash flooding in
some locations in the next 0-3
years, but we expect this to happen
slowly and therefore that the
financial impact on our business
should be minimal.
Very Likely and Moderate Impact
In a 2
o
scenario it’s very likely we will
be experiencing a significant increase
in heat waves and/or flooding in some
locations by this point, especially in
Sydney, LA, New York and Cardiff. We
expect to see a moderate financial
impact on our business due to the
adaptations we would need to make.
Very Likely and Major Impact
In a 2
o
scenario and around 2050
we expect to see extreme heat
waves affecting LA and Sydney,
and potentially wildfires. At other
times of the year it’s likely we will
see severe flooding in New York and
much of Cardiff may be underwater,
putting both of those office locations
at risk. We expect to see a major
financial impact on our business due
to the adaptations we would need
to make.
3
o
Unlikely and Low Impact
In a 3
o
scenario it’s likely we will
start to see an increase in heat
waves and/or flash flooding in
some locations in the next 0-3
years, but we expect this to happen
slowly and therefore that the
financial impact on our business
should be minimal.
Very Likely and Major Impact
In a 3
o
scenario it’s very likely we will
be experiencing a substantial increase
in heat waves and/or flooding in some
locations by this point, especially in
Sydney, LA, New York and Cardiff,
which will be more severe than in a 2
o
scenario. Therefore we expect to see a
major financial impact on our business
due to the adaptations we would need
to make.
Virtually Certain and Major Impact
In a 3
o
scenario, and by the end of the
century, it’s virtually certain the world
will experience an exponential rise
in heat waves and those events will
be significantly hotter. In addition,
the hotter atmosphere will result in
a sharp increase in wildfires in every
continent. At other times of the year
it’s virtually certain we will see severe
flooding in New York and much of
Cardiff will be underwater. At this
point in time, our office locations
in Sydney, LA, London, Cardiff and
New York are all virtually certain to
be at risk. Therefore we expect to
see a severe financial impact on our
business due to the adaptations
we would need to make, and the
fact that if high warming levels
fundamentally change the physical
world and day to day living this would
also impact our entire business
model.
How we are responding
Metrics
Targets
Whilst we fundamentally believe in the importance of offices to encourage in person community
building and
collaboration, the global pandemic of Covid-19 proved our business can continue without
disruption if our people work remotely for a period, and a large percentage of our people still do work
remotely. Therefore if we had to close some offices due to a location becoming uninhabitable our
people could still continue to deliver their work, although relocation costs may increase.
We continually review our cost base so that any increases (such as upgrading our digital equipment or
data centres) can be managed and profit margins retained.
We have already put measures in place to mitigate these risks. If the location of the data centre in
South Wales was underwater we would stop all live workloads from there and workload would only
run from our London data centres. Each of our data centres have advanced cooling features such as
indirect evaporative air handling units and dry cooler systems. In London, our cages are located on
high floors within the building and have their own power source.
Finally, we consider alternative solutions in our Business Continuity Plan, which also includes guidance
for colleagues to refer to in emergency situations.
Link to principal risk
Climate Change
(see page 51).
Information on cost of damage from
extreme weather events (by office) e.g.
flooding caused by heavy rainfall, to
assess our exposure to the risk.
Targets being developed based on
information gathered.
Scenario
4. Resilience of our business to extreme weather events
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Opportunity
Timeframe
Short
Medium
Long
Transition Opportunity - Market/Products
& Services
Audience interest in, and requirements for,
sustainable products could open up new verticals
for Future. An increased desire to understand
the climate impacts of consumption could create
opportunities for Future to be a trusted partner
in guiding climate-motivated audience choices.
Product comparisons based on green credentials
such as carbon footprint is an area of opportunity
Future is best-placed to capitalise on given the
product reviews we write and the associated
eCommerce revenue.
If we were to see an increase in climate-related
search trends we would publish more climate-
related content to meet this increased need. We
would expect advertising revenue to increase
in line with this. However, in each scenario we
recognise that some titles may become less
desirable and therefore we would expect to see
some balance.
1.5
o
Unlikely and Low Impact
In order for the world to limit
global warming to 1.5
o
by 2100,
and in addition to rapid changes in
regulation, audiences will have to
start to become more interested
in climate-related content. Whilst
this will need to start happening in
the next 0-3 years, we expect this
to build over time. In addition, our
content will naturally be created
over time, and consumers will not
necessarily be at the stage within
the next 0-3 years whereby they
will actually start buying products
that will help them to reduce their
own GHG emissions in any kind
of scale.
Likely and Moderate Impact
In order for the world to limit global
warming to 1.5
o
by 2100, and in
addition to much stronger regulation,
audiences will have to start to become
highly interested in climate-related
content. Climate policy will increasingly
affect people’s lives, and audiences
will become more interested in quality
and detailed analysis on tips around
how they could reduce GHG emissions,
including product reviews.
Likely and Major Impact
As per the Medium timeframe, in
order for the world to limit global
warming to 1.5
o
by 2100, and in
addition to much stronger regulation,
audiences will have to start to
become highly interested in climate-
related content. Climate policy will
increasingly affect people’s lives,
and audiences will become more
interested in quality and detailed
analysis on tips on how they could
reduce GHG emissions, including
product reviews.
2
o
Unlikely and Low Impact
In a 2
o
scenario, interest in
climate-related content will peak
and trough during the 2020s and
2030s, linked to key events such as
COP conferences but also physical
climate impacts such as heat
waves and/or flash flooding. There
is a Low impact in the medium
term.
Unlikely and Low Impact
As per the Short timeframe.
Likely and Moderate Impact
In a 2
o
scenario and post the
2030s, as the adverse impacts of
climate change become apparent,
sustainability will become a more
important consideration for
audiences, who will increasingly
focus on low-carbon products,
expecting a high degree of
transparency. However, as they
will be paying price premiums
for those products, they will be
left with less disposable income
for non-essentials, which could
impact Future’s other verticals, and
therefore potentially negate any
financial gains.
3
o
Unlikely and Low Impact
In a 3
o
scenario and short to
medium timeframe, consumption,
energy use and disposable
incomes will likely grow in the
2020s and 2030s, fuelled by fossil
fuel consumption.
Unlikely and Low Impact
As per the Short timeframe.
Likely and Moderate Impact
In a 3
o
scenario and by the 2040s,
audiences will start to experience
lifestyle disruption and start valuing
reliability and quality as much as
price. As the worst climate impacts
become increasingly visible,
audiences will likely look for analysis
and predictions of what is to come
and how to adapt, which will likely
include product comparisons - not
in terms of reducing their GHG
emissions but in helping them to
adapt e.g. they may look for the
“most reliable air conditioners for a
small dwelling.”
How we are responding
Metrics
Targets
We worked with The Carbon Literacy Project in FY 2024 to develop carbon literacy training, which is
planned for the Board and Executive Leadership Team in some Editorial colleagues in FY 2025. You
can read more about this in the Our Future, Our Responsibility section on page 33.
We have a sizable Audience team who continually monitor and report on search trends, and climate-
related keywords are included in that reporting. At least twice a year, our Trade Marketing team
conducts audience research which focuses on the products consumers expect to spend money on in
the coming months, which informs content strategy for key moments, e.g. Prime Day, Black Friday and
Christmas.
Quarterly reporting on climate-related
search trends.
Advertising revenue associated with
climate-related content.
We do not have a specific target as
of yet, but are monitoring audience
search trends.
Scenario
1. Change in audience behaviour
Detailed opportunities
68
Future plc
Future’s strategic objective
Analysis of climate-related risks and opportunities
Reaching valuable audiences
We successfully deliver expert content that our audiences want to consume about the
things that matter to them.
We take a content-first approach, allowing us to continue to engage our audience
communities on multiple different platforms.
The three scenarios present both risk and opportunity to audience engagement. In the
1.5ºC and 2ºC scenarios, we anticipate increased consumer interest in sustainability
and sustainable technology, potentially enriching current content and opening up new
verticals as consumer needs change. People will require support and information to
navigate lifestyle and technology change, and Future’s brands can be a trusted partner
in this. The 3ºC scenario represents significant economic and political change, which
is harder to predict. Information and entertainment have the potential to grow if, for
example, travel and real-world experiences become more constrained. At the same time,
there are risks of economic downturn and increasing instability.
There are reputational and investment risks resulting from inaction on climate change.
The risks from consumer perceptions are heavily mitigated by the diversification of
Future’s brands.
Diversify and grow revenue per user
We diversify our monetisation models to create significant revenue streams.
We
are focussed on three material revenue types, Advertising, Consumer Direct and
eCommerce affiliate.
Climate driven audience-related risks and opportunities could affect income through
eCommerce affiliates, requiring a response to potential shifts in consumer behaviours.
As set out above, the 1.5ºC and 2ºC scenarios will likely lead to increased consumer
interest in sustainability and sustainable technology. In the 2ºC and 3ºC scenario, climate
adaptation has the potential to affect disposable income and consumption patterns.
There is a risk that advertising revenue is negatively impacted if Future does not meet
its emissions targets; this has been mitigated by a significant reduction of ~85% in the
emissions from digital ads since FY 2022.
Our Consumer Direct revenue stream may be impacted by climate-related impact on
supply chains for print magazines, partly mitigated by our ‘digital first’ strategy.
Optimise the portfolio
We are rational capital allocators and create value from integrating acquisitions.
Equally, where we can create value through the separation of assets which no longer
fit the portfolio and could provide a return to shareholders, we will look to unlock such
opportunities. To expand our global reach through organic growth, acquisitions and
strategic partnerships.
Under the 2ºC and 3ºC scenario, operational impacts have the potential to affect
organic and inorganic growth, via the location of offices, data centres and changes to
employee commuting. There are opportunities for organic growth as consumer interest
in sustainable products increases, along with opportunities for Future to be a trusted
partner in guiding climate-motivated consumer choices.
Our strategy around transactions may be impacted due to a potential increase in
transaction activity as businesses strive to protect portfolios from economic upheaval.
The impact on our climate strategy will be considered as part of our decision-making
process for any future acquisitions.
The Group has a low energy intensity and relatively low carbon footprint, making Future
in principle a sustainable investment.
The following table presents an analysis of the climate-related risks and opportunities against each of Future’s strategic objectives:
Task Force On
Climate-Related
Financial Disclosures
Strategic impact
We have not identified any substantial
systematic threats to the Group’s strategy
resulting from our climate scenarios.
We have already begun to reduce our
exposure to the material transition risks,
as detailed in the ‘Risks and Opportunities’
table on pages 63-67, with a priority to
reduce our GHG emissions.
Future has a small operational footprint
with low capital spend and few critical
locations. As a digital-first business,
our strategy is adaptable and agile,
continually responding to audience
changes. Our editorial and content
colleagues are very close to our
audiences, allowing us to address issues
as they emerge. There is resiliency built
into our digital delivery strategy with
content replicated across servers.
We will continue to review our mitigation
of the risks identified in the climate-
related scenario analysis, as shown in
the table on pages 63-66. Planning for
climate change has been integrated
into management processes with the
formation of the Climate Pillar working
group, as shown in the section ‘(a) Board
oversight of climate-related risks and
opportunities (CFD A)’ on page 56.
Our Climate Pillar working group
(see also page 22) is comprised of
senior leaders from Editorial (Writers,
Editors, Editor-in-Chiefs etc.), Editorial
Operations, Ad Operations and
Marketforce, and climate change is now
being considered in business decisions
i.e. our choice of printers.
Climate-related risks have been
considered as part of the Group’s FY
2025 budget process and three year
plan review, for example the Board
discussed the importance of climate risk
on location strategy.
c. The resilience of our strategy, taking into consideration different scenarios, including a 20 or lower scenario (CFD F)
Financial review
69
Annual Report and Accounts 2024
a. Metrics used by our organisation to assess climate-related risks and opportunities in line with our strategy and risk
management process (CFD H)
As per our risk management process
outlined on pages 58 and 62, climate
change is an area the Group keeps under
review as part of its TCFD requirements.
We do not currently embed climate-
related targets into our remuneration
policy, as described on pages 56-57, as
the impact of the risks identified are not
material to the business in the short term.
The scenario analysis (see page 58)
which was conducted in FY 2023 and
reviewed in FY 2024 identified three
transition risks, one physical risk, and
one transition opportunity:
Transition risks
1. Increased regulatory costs in the
transition to a low-carbon world.
Carbon taxation has already been
imposed by many nations worldwide.
We have considered the carbon tax
that may be imposed on businesses in
a low carbon world, which we believe is
virtually certain in a 1.5
o
scenario and
very likely in a 2
o
scenario (both medium
to long timeframes). We measure our
Scope 1, 2 and 3 emissions (see page
26) and will continue to do so in order to
assess the impact this may have on our
business moving forwards.
2. Changes in the Advertising Sector.
Agencies and advertisers increasingly
want to place business with publishers
who can demonstrate low GHG emissions
from their digital value chain. We are
working with Scope3.com to measure
and monitor our gCO2e per ad impression
(see page 64) and this is benchmarked
against other publishers, which informs
our business about how competitive we
are and whether there is a risk of us being
moved from “green” lists.
3. Increase in operational costs.
We have considered the increase in
energy prices that may be imposed on
businesses in a low carbon world, which
we believe is virtually certain in a 1.5
o
scenario (medium to long timeframe)
and 2
o
scenario (long timeframe) and
very likely in a 2
o
scenario (medium
timeframe) and 3
o
scenario (medium
to long timeframes). We measure
our energy costs and Scope 1, 2 and
3 emissions (see page 26) and will
continue to do so in order to assess the
impact this may have on our business
moving forwards.
Physical risks
4. Resilience of our business to extreme
weather events.
In the case of a 2
o
or 3
o
scenario, Future
could incur additional costs in relation to
labour, upgrading digital equipment and
upgrading data centres. We have defined
the metrics we will use to monitor this
risk (see page 66).
Transition opportunities
1. Change in audience behaviour.
Audience interest in, and requirements
for, sustainable products could open up
new verticals for Future. If we were to
publish more climate-related content
to meet this increased need we would
expect advertising revenue to increase
in line with this. We believe this is likely
in a 1.5
o
scenario (medium to long
timeframes). We already review search
trends every week, and will start to
report on climate-related search trends
quarterly. If we start to see an upwards
trajectory we will start to report on
advertising revenue against climate-
related content as well.
TCFD Thematic Area 4: Metrics
and targets
70
Future plc
Task Force On
Climate-Related
Financial Disclosures
We have historically tracked our impact
on climate change through disclosing
Scope 1 and 2 GHG emissions (see page
26), disclosing Scope 3 emissions (FY
2022 data) for the first time in FY 2023
following our first comprehensive Scope
3 review to understand the impact of
our value chain. Further work has been
undertaken in FY 2024 including a
completeness analysis to determine that
all possible emissions are adequately
captured, and our FY 2024 Scope 3
emissions (FY 2023 data) are also
disclosed on pages 26.
Internal carbon prices
We do not currently use an internal
carbon price, as our focus in FY 2024
has been to determine completeness
of our Scope 3 footprint and set
targets for all metrics associated with
the risks indentified. We will consider
implementing an internal carbon price
in future years in support of meeting
those targets, for example to incentivise
behaviour change from staff when
travelling for business.
Future’s strategy includes growth
through acquisitions. Our climate related
metrics and targets will be reviewed and
rebased as necessary following material
acquisitions.
Transition risks
1. Increased regulatory costs in the
transition to a low-carbon world
(see page 63).
We are targeting a 42% reduction in our
overall emissions by FY 2030 and a 90%
reduction in our overall emissions by FY
2050, reducing our exposure to this risk,
and we have already started to take steps
to reduce the amount of carbon we emit
in our business through our value chain,
which has reduced by 27% year on year.
Capital deployment
Future operates a low capital
expenditure model. The Responsibility
Committee of the Board will review and
approve any expected cost of delivering
on our target of reducing our GHG
emissions by 42% by FY 2030 and by
90% by FY 2050, which is considered
to be the biggest climate-related
requirement for capital deployment.
2. Changes in the Advertising Sector
(see page 64).
We are actively working to reduce our
emissions from ad serving. The work
we have undertaken in FY 2023 and
FY 2024 has led to a decrease of 36%
in digital GHG emissions. We expert to
report a further 60% reduction in FY
2024 (reported in our FY 2025 report).
3. Increase in operational costs
(see page 65).
We have considered the increase in
energy prices that may be imposed on
businesses in a low carbon world, which
we believe is virtually certain in a 1.5°
scenario (medium to long timeframes)
and 2° scenario (long timeframe) and very
likely in a 2° scenario (medium timeframe)
and 3° scenario (medium to long
timeframes). We measure our energy
costs and Scope 1, 2 and 3 emissions
(see page 26) and will continue to do so in
order to assess the impact this may have
on our business moving forwards.
Physical risks
4. Resilience of our business to extreme
weather events (see page 66).
In the case of a 2° or 3° scenario, Future
could incur additional costs in relation to
labour, upgrading digital equipment and
upgrading data centres. We have defined
the metrics we will use to monitor this
risk (see page 66).
Transition opportunity
1. Change in audience behaviour
(see page 67).
We have not yet set a financial target
for this area, however if we see climate-
related search trends increasing we
would expect to see a significant
increase in ad revenue from advertising
around climate-related content, and
targets may be set
going forwards to
reflect this.
Reflecting the impact of climate
change in our financial statements
Future operates a three-year forecasting
cycle, which has been used to determine
the short-term timeframe for the climate
change scenario testing. None of the
risks identified in the table on pages
63-66 have a material impact on the
business in the short-term. The Group’s
impairment testing for goodwill (as set
out on page 149) included sensitivities
for the impact of the most material risk
identified, being the risk of a reduction
in digital advertising revenue as a result
of failing to reduce our emissions from
digital advertising and therefore falling
off Scope3.com’s “green” lists. The
output of our scenario analysis has
shown that any material impact arises
over a longer time frame.
In our approach to Viability Statement
modelling (see page 52), the Group
has sensitised its financial forecasts,
taking into account climate-related
transition risk in the same manner as the
impairment testing, which is considered
to be a severe but plausible scenario,
concluding that even in combination with
other principal risks the Group continues
to be able to meet its commitments
and continue trading over the short- to
medium-term period.
The Group has also considered the
impact of climate-related risks in its
assessment of going concern (see pages
45-46), with no material uncertainties
over the Group’s ability to operate as a
going concern.
b. Our organisation’s Scope 1, Scope 2
and Scope 3 greenhouse gas (GHG)
emissions and the related risks
c. The targets we are using to manage climate-related risks and opportunities
and performance against targets (CFD G)
Financial review
71
Annual Report and Accounts 2024
Contents
Corporate
Governance.
73
Chair’s introduction
76
Governance framework
78
Board of directors
82
Nomination committee
85
Audit and risk committee
89
Directors’ report
91
Directors’ responsibilities
statement
92
Directors’ remuneration report
98
Annual report on remuneration
72
Future plc
Corporate governance
73
Annual Report and Accounts 2024
Corporate
Governance
Chair’s introduction
programme of £25m-£30m, aims to
return the Group to organic growth
whilst maintaining the Group’s strong
financial characteristics of high margin
and strong cash conversion.
We are
already seeing green shoots from this
strategy in FY 2024.
Key pillars of the strategy are: growing a
highly engaged and valuable audience;
diversifying and increasing revenue
per user; and optimising our portfolio.
On the last point, we have announced
the reorganisation of the Group into
three distinct business units - B2C,
Go.Compare and B2B, which will be fully
effective during FY 2025.
We also reminded our shareholders of
the Board’s view that the businesses
making up the Group are significantly
undervalued and that the Board will
continue to keenly appraise performance
and will actively look at further options
to accelerate value creation across the
Group’s business units.
With that ambition and pace of change,
the Board continues to believe that
effective corporate governance and
integrity remain critical to our success.
Diversity and inclusion
We adopted a new Board Diversity and
Inclusion (D&I) Policy in 2023, which also
applies to the Board’s Committees.
I have
commented further on our D&I initiatives
in my introduction to the Nomination
Committee report on page 82.
Following completion of the Board
changes outlined on page 74, we no
longer have a woman in the role of Chief
Financial Officer and the percentage
of women on the Board has reduced to
33 percent.
I comment further on the
background to this, and the actions we
will take as a Board, later on in this report
(on page 83).
We have two members
of the Board from an ethnic minority
background.
In accordance with the
FCA’s disclosure requirements, we have
included this information in a tabulated
format, on page 28, together with the
required information about our executive
management.
It is also clear from our D&I Policy that,
as well as a diverse Board, we promote
an open and inclusive culture in Board
and Committee meetings.
Cognitive
diversity is key to ensuring that
discussion and debate in the boardroom
are of the highest quality; our Directors
are encouraged to share their views and
their views are all taken into account,
without bias or discrimination.
This was
borne out in the externally facilitated
Board performance review we ran in FY
2024, further details of which are set out
on page 81.
The Board’s approach to diversity sets
a clear direction to the organisation as a
whole as to the importance of diversity,
equity and inclusion in setting our
business up for competitive success.
Engaging with our stakeholders,
including our Future colleagues
As a Board, we focus on how we engage
with our stakeholders, who are vital
to Future’s success.
More details are
set out on pages 36 and 37 and some
highlights from 2024 are:
• The Board regularly receives updates
on the operational and financial position
of the business. It also receives updates
on the impact of our actions on our
stakeholders and other topics that are
relevant to Future’s business.
Each
Board meeting includes a ‘deep dive’
on a specific area of the business,
where the leadership team for that area
presents both a backward and forward-
looking view, and from an internal and
an external-facing perspective.
In FY
2024, for example, this included deep
dives on artificial intelligence, audience
development, subscriptions, our
responsibility strategy, and people and
HR systems.
• Board members take regular
opportunities to meet face-to-face with
management and employees, to underpin
the Board’s role of ensuring a clear focus
on our long-term strategic objectives and
supporting senior management to make
quick and robust decisions, responding to
the needs of the business, on behalf of all
stakeholders.
• Board members joined the Executive
Leadership Team in March, for a review
of the overall strategy and performance
in the HY.
This was followed by a dinner
which some members of the Senior
Leadership team also joined.
• The Board is kept updated on the results
of the Company’s employee engagement
surveys.
• We held our July Board meeting in the
Group’s New York office.
As part of that,
the Board took part in a Q&A session
at which all staff were invited to put
their questions to Board members.
Informal events were also organised
with members of both the Executive
Leadership team and the Senior
Leadership team.
“We use the car analogy
to explain our Growth
Acceleration Strategy,
with that being the fuel
to drive business growth;
in the same way, effective
corporate governance
doesn’t always need to
be a brake.
We use it
more as a steering wheel,
helping us to steer the
organisation in the right
direction, for long-term
sustainable success.”
Richard Huntingford
Chair
Dear fellow shareholders,
I am pleased to present our Corporate
Governance report for 2024.
Year in review
In the Strategic Report section (page
9) I noted that FY 2024 was once
again a year of change and continued
macroeconomic challenges.
It was also
one in which the Group’s diversified
business model and laser focus on
the execution of the strategy has
enabled the Group to navigate the
year successfully, making progress on
the strategy whilst meeting market
expectations and focusing on creating
value for all stakeholders.
The Growth Acceleration Strategy, which
we announced in December 2023 and
which includes a two-year investment
74
Future plc
• We held a similar Q&A session for our
staff based in Bath, in September.
• We met regularly with shareholders
through one-to-one meetings,
conferences and at the Annual
General Meeting.
• The Board sought to balance
the interests of all stakeholders
throughout the year. Please see page
41 for examples of key strategic
issues considered and Board
decisions taken in 2024 and page
40 for an explanation of how the
Board has had regard to the section
172 matters (including certain key
stakeholder considerations).
Acquisitions and Portfolio Optimisation
As noted in the Strategic Report, given
market conditions during FY 2024,
adding to the Group’s content and
capabilities through acquisition was
not a priority.
We therefore made no
acquisitions during the year.
However, as
a potential accelerator, should the right
opportunities and market conditions
prevail, M&A remains a key pillar of
our strategy.
As noted in our pre-close
trading statement in September, the
Group began the closure of a number
of non-core or low to no growth assets,
including its external video production
unit, selected events and a small number
of print and digital brands, representing
c.£15m of annualised revenue and with
margins below the Group’s average.
Board changes during the year
We were delighted that Sharjeel
Suleman joined Future as our new Chief
Financial Officer on 16 September
2024, following a thorough search
process, which was supported by Russell
Reynolds, a global search firm.
Sharjeel
joined Future from ITV Studios, where
he had been Chief Financial Officer
for five years.
Before this, he held a
variety of senior finance roles at ITV plc,
including Director of Group Finance and
Director of Investor Relations.
He brings
a broad industry experience to Future,
particularly in media and driving growth
across international markets.
Sharjeel’s appointment followed the
departure of Penny Ladkin-Brand from
the Board on 28 July 2024.
I would like to
thank Penny for her great service to the
Board and her major contribution to the
success of the Company and wish her
every success in the future.
Other than Sharjeel’s appointment,
further details of which are set out in the
Nomination Committee report and in the
Directors’ Remuneration Report on page
92, and Penny’s departure, the other
Board changes during the year were
those already mentioned
in the FY2023
Annual Report, namely:
• Ivana Kirkbride joined the Board on
15 December 2023 and became Chair
of the Responsibility Committee on 1
February 2024
• Mark Brooker became Senior
Independent Director on 1 February
2024.
Mark also continues in his role as
Chair of the Remuneration Committee.
• Hugo Drayton resigned from the Board
on 31 January 2024.
You can read more about the work that
the Nomination Committee and the
Remuneration Committee have done
to ensure a smooth CFO transition, as
well as wider Board and ELT succession
planning, starting from pages 82 and
92.
The Remuneration Committee was
also very much involved in Sharjeel’s
remuneration arrangements and Penny’s
leaver treatment, and you can read more
about that on pages 92 and 93.
Remuneration
The Board was very pleased that a large
majority of our shareholders voted to
approve the Directors’ Remuneration
Report at the AGM in February 2024,
although we acknowledge that a
minority of shareholders either withheld
Compliance with the 2018 Code
An explanation of how the Company has complied with the 2018 UK Corporate Governance
Code (the Code is available at www.frc.org.uk), including how it has applied the principles
contained therein, is set out within this Corporate Governance report, the Strategic Report and
the Directors’ Report.
In particular, the following pages will be most relevant in enabling
shareholders to evaluate how these principles have been applied:
Board leadership and company purpose
pages 12, 21
Division of responsibilities
page 76
Composition, succession and evaluation
pages 81, 82
Audit, risk and internal control
page 85
Remuneration
page 92
The Company confirms that it has complied
with the provisions of the Code throughout the
financial year, or where it has not complied, an
explanation has been provided below:
Provision 5 - Approach to Workforce
Engagement
We have not had a specific director responsible
for workforce engagement throughout the
financial year. Instead, each Director was
tasked with different engagement objectives,
to drive an inclusive and engaged culture.
However, as noted on page 75, in September we
appointed our first nominated Non-Executive
Director for workforce engagement.
Provision 41 - Engagement with Workforce on
Executive Remuneration
In our Remuneration Report, you will find the
rationale for our Executive Director pay
decisions, including the fixed elements such as
base salary, as well as the reasoning for the
performance metrics tied to our annual bonus
and LTIP targets.
For the wider workforce, a full review and
refresh of our job architecture is underway: this
includes our levelling structure, which will
improve the ability to support career
development and performance management.
This project also includes a full review of our pay
structures, ensuring that we are both externally
competitive and internally consistent in our
practices, from our earliest-in-career
colleagues through to our Executive
Leadership.
The rollout of these updates to the
workforce will begin in early 2025.
As a company, we have not yet achieved the
requirement in this provision to engage with the
wider workforce about executive pay decisions;
however, we expect that this will flow naturally
from the rollout of a broader remuneration
approach as mentioned above.
That said, we
have openly discussed pay with colleagues,
including directly addressing our Gender Pay
Gap in an all-company meeting, and regularly
address questions from colleagues about our
pay practices.
Future’s new company values include being
‘results-driven’;
in service of that cultural aim,
the Company launched a new goal-setting
structure across the full workforce and has
implemented a new performance management
process that allows the Company to be
consistent in its evaluation of employees and
structured and fair about the tie of performance
to remuneration.
The Board notes the release by the FRC of the
revised Corporate Governance Code 2024 and
will work to ensure compliance with it,
according to the timeline set out in the Code.
Corporate governance
75
Annual Report and Accounts 2024
their votes or voted against.
We have
provided further details on this in
the Directors’ Remuneration Report,
on pages 92, where we also provide
details of the new CFO’s compensation
arrangements, which are fully in line with
the Directors’ Remuneration Policy that
was approved by shareholders at the
AGM in February 2023.
We have continued to implement the
Directors’ Remuneration Policy in line
with our business strategy and culture
and you can read more about this from
page 98.
The Board values the feedback and
insights from all our stakeholders and
we remain committed to engaging
proactively with shareholders and
advisory bodies on remuneration
matters.
Ensuring that our remuneration
approach, practices and outcomes fully
support our strategy remains a key
priority for the Company.
Culture
Future launched its responsibility
strategy, called Our Future, Our
Responsibility, in 2021, built on four
pillars that we know are important to our
colleagues and audiences. In FY 2023
our responsibility strategy evolved to
encourage company-wide engagement.
Details are set out on page 21, but what
hasn’t changed is that our strategy
remains focused on key topics that
resonate with our organisation: these
are actionable; are in line with all our
stakeholder expectations; ensure the
responsibility strategy incorporates the
best in class approach to governance
and corporate culture; and most
importantly, are where we can make a
unique difference to the environment,
the industry and the communities
around our office locations.
The Board continues to monitor the
execution of our responsibility
strategy with regular Board Committee
meetings. We place significant focus not
just on the strategic plans developed
by management, but also on the wider
culture and the ethical behaviour
demonstrated within our business.
A number of initiatives were taken in
FY 2024, to support our mission of
attracting, developing, and supporting
Future colleagues by creating
an engaging, inclusive culture with
a renewed focus on the employee
experience.
This included: updating the
organisation’s core values; improving our
talent acquisition efforts; emphasising
to hiring managers the criticality
of successful onboarding of new
colleagues and raising awareness of the
available tools; and ongoing emphasis on
diversity, equity and inclusion, supported
by initiatives such as blind screening
interviews and unconscious bias training
You can read about these and other
initiatives in our Responsibility Report on
page 21.
In September 2024 we appointed
Ivana Kirkbride as our first nominated
Non-Executive Director responsible for
workforce engagement.
I am confident
that this appointment, which aligns
perfectly with Ivana’s role as Chair
of the Responsibility Committee, will
significantly enhance the ability of the
Board to listen to the views and concerns
of the workforce and to take them into
account in Board decision-making
.
My
Board colleagues and I also took various
opportunities to meet with colleagues
during FY 2024, to learn more about
working at Future and the business
in general, as well as to support, for
example, with mentoring of some of the
executive team below Board level.
We will continue this engagement with
existing and new colleagues in FY 2025.
The Board continues to be satisfied that
the approach towards engagement with
the workforce, as set out above and as
described in the Responsibility Report
on page 21, is robust.
The section 172 statement on page 40
describes how the Board’s approach is
supported by business-led stakeholder
relationships.
Board effectiveness
Central to setting the correct tone is the
review of the Board’s own performance.
We carried out an externally facilitated
review in FY 2024, in accordance with
the UK Corporate Governance Code, and
you can read more about how the review
was run and the findings on page 81.
Return of cash to shareholders
We paid a dividend of 3.4p per share to
our shareholders in February 2024.
We also, as part of our ongoing focus on
our capital allocation and how we can
best use it to create value, in January
2024 completed our first £45m share
buyback programme.
Having reviewed
again our capital allocation priorities,
we announced with our HY results that
the Board had approved a further share
buyback programme of up to £45m,
which began on 22 May and which has
now completed.
Further details are set
out on page 89.
We will also announce
that we are proposing to return up to a
further £55m of cash to shareholders
through a further share buyback
programme, the details of which are also
set out on page 89.
Going forward, we will continue to review
our capital allocation priorities in light
of market conditions, to maximise our
opportunities.
AGM
Shareholder views remain a key influence
and have been gathered through the year,
primarily through investor meetings (as
described in more detail on pages 74 and
81).
Our AGM in February 2025, which
we will continue to run as an in-person
meeting, is another opportunity for the
Board to meet shareholders and answer
their questions.
CEO change
As we announced on 18 October, Jon
Steinberg has informed the Board of his
decision to step down from the Board
and as CEO in 2025, to relocate back
to the US with his family. Jon’s notice
period is twelve months and the Board’s
search for his successor is already
well underway, supported by leading
global executive search firm Spencer
Stuart, which has no connection with
Future or any individual Directors.
As
I noted in the announcement, I would
like to thank Jon for the significant
contribution he has made to the Group.
Whilst we are disappointed that he
will be departing next year, we respect
his decision to return to the US. The
Growth Acceleration Strategy he has
implemented is well underway and, as
highlighted by the pre-close update
announced in September, continues
to drive good strategic and financial
progress. We will continue to work
closely with Jon over the course of his
notice period as we look to appoint
his successor.
Richard Huntingford
Chair
4 December 2024
76
Future plc
Corporate
Governance
Governance framework
Stakeholders
The owners of the Company and the other stakeholder
groups to whom the Board is responsible.
Board
The UK Corporate Governance Code (“Code”) requires that
the Board:
• Is effective and entrepreneurial, with the role to promote
the long-term sustainable success of the company,
generating value for shareholders and contributing to
wider society. The board should ensure that the necessary
resources, policies and practices are in place for the
company to meet its objectives and measure performance
against them.
• Establishes the company’s purpose, values and strategy,
and satisfies itself that these and its culture are all aligned.
All directors must act with integrity, lead by example and
promote the desired culture.
• Focuses its governance reporting on board decisions and
their outcomes in the context of the company’s strategy
and objectives. Where the board reports on departures
from the Code’s provisions, it should provide a clear
explanation.
• Ensures effective engagement with, and encourages
participation from, shareholders and stakeholders, in
order for the company to meet its responsibilities to them.
• Ensures that workforce policies and practices are
consistent with the company’s values and support its
long-term sustainable success. The workforce should be
able to raise any matters of concern.
All Directors have access to the advice of the Company
Secretary, who is responsible for advising the Board on all
governance matters.
Chair
• Primarily responsible for overall
operation, leadership and
governance of the Board.
• Leads the Board, sets the agenda
and promotes a culture of open
debate between Executive and
Non-Executive Directors.
Ensures
that there is a focus on Board
succession plans to maintain
continuity of skilled resource.
• Provides advice and acts as a
sounding board.
• Ensures effective communication
with our shareholders.
Chief Executive
• Responsible for executive
management of the Group as a
whole.
• Delivers strategic and commercial
objectives within the Board’s stated
risk appetite.
• Builds positive relationships with all
the Group’s stakeholders.
Senior Independent
Director
• Provides a sounding board to the
Chair.
• Leads the appraisal of the Chair’s
performance with the other
Non-Executive Directors annually.
• Acts as intermediary for other
Directors, if needed.
• Available to respond to shareholder
concerns if contact through the
normal channels is inappropriate.
Non-Executive Directors
• Contribute to developing our strategy.
• Scrutinise and constructively challenge the performance of management in the execution of our strategy.
• Bring their diverse expertise to the Board and Board Committees.
Board and Board Committee attendance by Directors
Board
1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
Responsibility
Committee
AGM
Richard Huntingford
7 (7)
3 (3)
-
-
-
1 (1)
Jon Steinberg
7 (7)
3 (3)
-
-
-
1 (1)
Meredith Amdur
7 (7)
3 (3)
4 (4)
-
4 (4)
1 (1)
Mark Brooker
7 (7)
3 (3)
-
4 (4)
-
1 (1)
Rob Hattrell
7 (7)
3 (3)
-
4 (4)
-
1 (1)
Ivana Kirkbride
2
6 (7)
2 (3)
-
-
3 (4)
1 (1)
Alan Newman
6 (7)
2 (3)
4 (4)
-
-
1 (1)
Angela Seymour-Jackson
7 (7)
3 (3)
4 (4)
4 (4)
4 (4)
1 (1)
Sharjeel Suleman
3
1 (7)
-
-
-
-
-
1.
In addition to the six scheduled Board meetings and the one annual Board Strategy meeting (a total of seven Board meetings), a number of other Board meetings were held to discuss business matters that the
Chair and Chief Executive decided should be considered by the Board and which are not reflected in this table.
All Directors received papers for all meetings.
Where Directors were unable to attend a meeting
they had the opportunity to comment in advance and received a briefing on any decisions taken.
The Executive Directors did not attend parts of any Committee meeting where to do so would result in a
conflict of interest.
For Committee meetings, the table notes attendance by Committee members only; however all Board members are able to join any Committee meeting and they frequently do so.
2.
Ivana Kirkbride was appointed to the Board on 15 December 2023.
3.
Sharjeel Suleman was appointed to the Board on 16 September 2024.
4.
In addition to the scheduled meetings, the Chair and the Non-Executive Directors meet regularly to allow discussion without executive management present. The Senior Independent Director and the Non-
Executive Directors meet once a year without the Chair present in order to appraise his performance.
Principal Board Committees
GoCompare.com Limited Board
The GoCompare.Com Limited Board oversees Future’s
regulated businesses in compliance with applicable
regulatory licence conditions.
Executive Leadership Team
Considers Group-wide initiatives and priorities.
Reviews the
implementation of operational plans.
Reviews changes to
policies and procedures and facilitates the discussion of the
development of new projects.
Reviews and prioritises
principal risks.
Audit and Risk
Committee
• Oversees and monitors
the Company’s financial
statements, accounting
processes and audits
(internal and external).
• Ensures that risks are
carefully identified and
assessed and that sound
systems of risk
management and internal
control are in place.
• Reviews matters relating
to fraud and
whistleblowing reports
received.
• Ensures compliance with
climate reporting.
Remuneration
Committee
• Reviews and recommends
the framework and policy
for the remuneration of
the Chair, the Executive
Directors, the Company
Secretary and senior
executives in alignment
with the Group’s reward
principles.
• Considers the business
strategy of the Group and
how the remuneration
policy reflects and
supports that.
• Reviews workforce
remuneration and related
policies and alignment of
incentives and rewards
with culture, to help inform
setting of Directors’
remuneration policy.
• Consults with
shareholders
on the
remuneration policy.
Nomination
Committee
• Reviews the structure, size
and composition of the
Board and its Committees.
• Identifies and nominates
suitable executive
candidates to be
appointed to the Board
and reviews the talent
pool.
• Considers wider elements
of succession planning
below Board level,
including diversity.
Responsibility
Committee
• Develops and oversees
Future’s responsibility
strategy.
• Reviews progress against
priorities and objectives,
across the responsibility
strategy.
• Considers Future’s
position on relevant,
emerging sustainability
issues.
Corporate governance
77
Annual Report and Accounts 2023
78
Future plc
Corporate
Governance
Board of directors
Richard
Huntingford
Position:
Independent
Non-Executive Chair
Nationality:
British
Appointed:
December 2017 and as Chair
in February 2018
Key skills and experience:
• Provides strong leadership of
the Board in fulfilling its role
of overseeing the
development and delivery of
Company strategy
• Extensive FTSE (including
FTSE 100) Chair and Board
experience, ensures best
practice in Board
effectiveness and corporate
governance
• Ensures healthy debate and
appropriate support for, and
challenge of, executive
management in their delivery
of strategy, by Non-
Executive Directors
• Provides leadership in
stakeholder relations and
effective engagement with
our wider stakeholders
External appointments:
Non-Executive Director and
Chair of Unite Group plc
Richard had a 20-year
executive career at Chrysalis
plc and was CEO from 2000 to
2007.
He has extensive FTSE
non- executive board
experience.
Previous
roles
have included non-Executive
Chair of Wireless Group plc
(formerly UTV Media plc) from
2012 to 2016 and non-
Executive Director of
JPMorgan Mid Cap
Investment Trust plc from
2013 to 2022
Education:
Richard is a chartered
accountant (FCA), having
qualified with KPMG
Meredith
Amdur
Position:
Independent Non-Executive
Director
Nationality:
American
Appointed:
February 2020
Key skills and experience:
• Broad executive
management, C-suite
leadership in high-growth
start-up and publicly traded
data and technology
companies
• Corporate and product
strategy expertise in digital
media and enterprise
technology
• Digital media editorial /
content management
expertise
• US media and technology
segment expertise in ad-
supported and subscription
video and gaming services
• Leading innovator in new
AI-driven data monetisation
models for lead generation
External appointments:
Currently Chief Executive
Officer of Rhetorik, a leading
data supplier to technology
vendors
Previously President and CEO
of Wanted Technologies, a
Canadian listed recruitment
data analytics provider, and
has held executive roles
with Microsoft, Deloitte and
DirecTV
Education:
Meredith holds a BA from
the University of North
Carolina in International
Studies, an MSc from the
London School of Economics
in Politics and an MBA in
Business Administration and
Management from Cornell
University
Jon
Steinberg
Position:
Chief Executive Officer
Nationality:
American
Appointed:
April 2023
Key skills and experience:
• Strong track record at
leading digital and media
organisations
• Combines
entrepreneurialism with
leadership
• Deep understanding and
passion for media,
particularly how technology,
creativity and innovation can
be harnessed to accelerate
growth and build significant
value for stakeholders
External appointments:
Board member of News Media
Alliance
Jon was a former Senior
Adviser to The Raine Group
and President of Altice USA’s
News & Advertising Division,
after the sale of Cheddar
News, which he founded in
2016.
Prior to that he was CEO
of DailyMail.com North
America and, before that,
President & COO of BuzzFeed
Education:
Jon holds an MBA from
Columbia University and a B.A.
degree in Public and
International Affairs from
Princeton University
Sharjeel
Suleman
Position:
Chief Financial Officer
Nationality:
British
Appointed:
September 2024
Key skills and experience:
• Strong financial and
commercial expertise
• Considerable experience in
driving and executing
strategy
• Experienced in driving
growth across digital media
and international markets
• Extensive M&A experience
in media and entertainment
industry
• Strong experience in driving
rationalisation / cost savings
initiatives
External appointments:
Non-Executive Director and
Audit & Risk Committee chair
of Commonwealth Games
England
Previously Chief Financial
Officer for five years at ITV
Studios and before that held a
variety of senior finance roles
at ITV plc including Director of
Group Finance and Director of
Investor Relations
Sharjeel started his career at
KPMG, where he qualified as a
chartered accountant
Education:
Sharjeel is a chartered
accountant and holds a BSc in
Economics from University
College London and a MPhil in
Finance from University of
Cambridge
Key
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
Corporate governance
79
Annual Report and Accounts 2024
Alan
Newman
Position:
Independent Non-Executive
Director
Nationality:
British
Appointed:
February 2018
Key skills and experience:
•
Corporate finance,
accounting and audit,
executive leadership,
investor relations, media,
telecommunications and
technology, public company
leadership and governance,
strategy and M&A
External appointments:
Alan is Chair of
the Audit
and Risk
Management
Committee and Council
member at
the University of
Essex
He was formerly Chief
Financial and Operating
Officer of Ebiquity plc (2019
to 2023) and Chief Financial
Officer of YouGov plc
(2008-2017). Prior to that,
Alan was a Partner at EY
Business Advisory Services
and KPMG Consulting,
working mainly with media,
telecommunications and
technology clients
Education:
Alan is a chartered
accountant and holds an MA
in Modern Languages (French
and Spanish) from Cambridge
University
Angela
Seymour-Jackson
Position:
Independent Non-Executive
Director
Nationality:
British
Appointed:
February 2021
Key skills and experience:
•
Strong strategic
understanding
•
Extensive experience
gained from a multitude
of industries and sectors,
including the insurance
market
•
Relevant experience with
audit and remuneration
committees
•
Strong financial services
background including deep
experience of regulated
entitles and UK regulators
External appointments:
Chair of PageGroup plc, Non-
Executive Director of Janus
Henderson Group plc and
Trustpilot Group plc.
Held executive roles with
Aegon UK, RAC Motoring
Services Limited and Aviva
UK Limited, and was Senior
Advisor to Lloyds Banking
Group (insurance). Previous
non-Executive Director roles
include esure Group plc,
Rentokil Initial plc and GoCo
Group plc
Education:
Angela is a qualified
marketing professional and
a member of the Chartered
Institute of Marketing. She
holds an MSc in Marketing
Rob
Hattrell
Position:
Independent Non-Executive
Director
Nationality:
British
Appointed:
October 2018
Key skills and experience:
•
Digital platforms,
eCommerce and online
sales, retail and customer
behaviour, technology,
business development,
executive leadership
External appointments:
Partner, Head of Digital, TDR
Capital
Previously Vice President,
eBay UK, where he led one
of eBay’s strongest markets
worldwide and before that
at Tesco, where Rob was
most recently responsible for
the supermarket’s General
Merchandise business across
the UK and Central Europe.
He has also held the position
of Partner in the global retail
practice at Accenture
Education:
Rob graduated from Oxford
University with a degree in
Geography
Ivana
Kirkbride
Position:
Independent Non-Executive
Director
Nationality:
American
Appointed:
December 2023
Key skills and experience:
•
Content-led, consumer
digital media businesses
•
Leveraging data and
technology to create and
deliver entertainment
experiences to next-gen
audiences
•
Experience as investor,
start-up entrepreneur and
operator at Fortune 50
corporations
External appointments:
Currently Chief Commercial
Officer for Deezer S.A.
Board Director for the
Television Academy
Foundation
Former executive at Meta,
Verizon and Google
Former investor at Advent
International and ABS
Capital Partners
Education:
BS in Commerce from the
University of Virginia
Henry Crown Fellow at The
Aspen Institute
Member of the Television
Academy of Arts and
Sciences and the Producers
Guild of America
Mark
Brooker
Position:
Senior Independent
Non-Executive Director
Nationality:
British
Appointed:
October 2020
Key skills and experience:
• Board roles in public
companies
• UK and International
consumer and B2B
businesses
• Digital platform
External appointments:
Non-Executive Director at
Paysafe Ltd (NYSE listed),
eCogra Holding Ltd and
Heathrow Airport Holdings
Ltd (both private companies)
Previously Chief Operating
Officer of Trainline (formerly
thetrainline.com) with
responsibility for the UK and
International consumer and
B2B businesses.
Prior to
this he was COO at Betfair
having previously spent 17
years in investment banking
advising UK companies on
equity capital raising and
M&A, latterly as a Managing
Director at Morgan Stanley
Education:
Mark holds a Master’s degree
in Engineering, Economics
and Management from
Oxford University
Objectives for FY 2025
Steps to be taken during FY 2025
Further focus on longer term strategy and refining of reporting of interim performance
and development milestones
Facilitate broader, structured strategy discussions by the Board
Focus more in Board discussions on opportunities and risks presented by emerging
technologies
Review/improve reporting of interim performance and development milestones
Renewed focus on the culture of the organisation, supported by Ivana Kirkbride taking
on the role of designated Non-Executive Director for workforce engagement
Via the new Designated Non-Executive Director for workforce engagement, bring the
views and concerns of the workforce to the Board and take them into account in Board
decision-making
Facilitate more engagement by Board members with the wider workforce
Ongoing focus on succession plans for the Board, considering the competencies that
will be required of the new appointees to succeed the Board Chair and Audit and Risk
Committee Chair in 2025/2026, and with diversity as a key criterion
Review all Committee Chair roles, as part of general Board succession planning as well
as the process of replacing the Board Chair and Audit and Risk Committee Chair in
2025/2026
Ensure diversity requirements are appropriately considered in succession planning
Ensure succession planning for key SLT roles as well as ELT roles
Outcomes
Based on feedback received during the review process described on the opposite
page, the Board agreed on areas of focus, which will be monitored during the year:
Corporate
Governance
Focus area
Key
stakeholders
Activities
Link to strategic
objectives
Strategy and
operations (see
Strategic
Report starting
on page 6)
Our people
Our audience
Our commercial
partners and
suppliers
Our investors
Regulators
• Received regular updates on the progress of the Growth Acceleration Strategy
• Bringing a good breadth of skills, perspectives and experience, in the context of efficient information flows
between the Board and executive management
• Building a constructive, supportive relationship with executive management
• Acting as a thought partner for executive management, against the backdrop of a challenging macroeconomic
environment and a pivot in the strategy
• Received deep dive presentations on various topics, from a broad range of leaders across the organisation
• Received and constructively challenged updates on M&A strategy and reviewed post-acquisition performance
against the business cases on which the acquisitions were proposed and approved
• Received and constructively challenged the capital allocation strategy.
Approved the implementation of a share
buyback programme
• Received updates from the Group and its advisors on strategy, bid defence, dividend policy, compliance and
governance matters
• Consideration and approval of material contracts
• Reach valuable
audiences (on
and off-platform)
• Diversify and
grow revenue
per user
• Optimise the
portfolio
Leadership,
people and
culture
(see page 28)
Our people
Our investors
• Successfully recruited a new CFO
• Reviewed employee engagement matters
• Received an update on employee views and the findings of the engagement survey
• Ensuring the Company remains at the forefront of developing and embedding best practice in responsible
business behaviour
• Maintaining and enhancing Future’s culture and values and key policies and procedures and ensuring these are
rolled out to existing and acquired businesses
• Continuing to monitor senior executive talent management and development plans to provide succession for all
key positions
• Received report on UK Gender Pay Gap
• Organisational
health
Finance
(see Strategic
Report starting
on page 6 and
Financial Review
on page 43)
Our audience
Our commercial
partners and
suppliers
Our investors
Regulators
• Reviewing and approving the Group budget and 3-year plan
• Reviewing financial Key Performance Indicators (KPIs)
• Reviews of capital structure, liquidity, investor proposition and valuation
• Approving full year results, half year results, trading updates, and the Annual Report (ensuring the Annual Report
and financial statements are fair, balanced and understandable)
• Reviewing the Group’s dividend policy
• Considered payment of final dividend (see page 90 for more details)
• Reviewing the key risks to the Group and the controls in place for their mitigation
• Considering and monitoring the Group’s risk appetite and principal risks and uncertainties
• Approved renewal of corporate insurance brokers
• Approving the viability and going concern statements
• Reviewing and approving the tax strategy
• Reviewing capital allocation and debt policy
• Reaching
valuable
audiences (on
and off-platform)
• Diversify and
grow revenue
per user
• Optimise the
portfolio
Governance
(see pages 73
onwards)
Our people
Our commercial
partners and
suppliers
Our investors
Regulators
• Monitoring and reviewing the Company’s approach to corporate governance, its key practices and its ongoing
compliance with the 2018 Code and (where possible, although not yet required) the 2024 Code.
• Reviewing the results from the external Board performance review and agreed an action plan
• Received regular reports from the Chair of each Committee
• Reviewing and where necessary approving updated Committees’ terms of reference
• Continuing to keep key policies updated and monitor ongoing compliance
• Receiving and considering feedback from shareholder engagement (see page 38 for more detail)
• Received report on impact of third party cookie deprecation
• Received updates on litigation
• Reviewed the interests of key stakeholders, agreeing that the current stakeholder groups remain appropriate
(see page 36 for more information)
• Reviewing and approving the Modern Slavery statement
• Authorised potential Conflicts of Interest Register
• Reviewing the Chair fee
• Continued focus on key policy and regulatory issues, including Consumer Duty and the Corporate Governance
Code reforms
• Reach valuable
audiences (on
and off-platform)
• Diversify and
grow revenue
per user
• Optimise the
portfolio
• Organisational
health
Board activities
80
Future plc
Corporate
Governance
Corporate governance
81
Annual Report and Accounts 2024
In accordance with the UK Corporate
Governance Code, a formal and rigorous
annual review of the performance of the
Board, its committees, the Chair and
individual directors is undertaken.
The
last externally facilitated review exercise
was undertaken in FY 2021.
Therefore,
in accordance with the Code’s guidance,
the review in FY 2024 was again
externally facilitated.
It was carried out
by Independent Audit Limited, which has
no connection with the Company or any
individual directors.
As noted in the FY 2023 Annual Report,
certain key objectives were identified, for
action in 2024, under the broad areas of:
• Continue focus on talent development
and succession planning for the Board
and the ELT.
• Constructively challenge strategy
review and execution, to ensure robust
decision-making and implementation.
• Further develop stakeholder
engagement.
Some of the steps taken during 2024 to
address those objectives, which are also
noted in the other relevant sections of
this report, were:
• The Board worked closely with Jon
Steinberg, following his appointment
as CEO in April 2023, to support him in
establishing himself in the CEO role.
• Following Penny Ladkin-Brand’s
departure, Sharjeel Suleman was
appointed as Chief Financial Officer
with effect from 16 September 2024.
• An onboarding process was
implemented for Ivana Kirkbride, who
joined the Board as a Non-Executive
Director in December 2023 and became
Chair of the Responsibility Committee
in February 2024.
• The Board skills matrix, Board
composition and Board succession
planning were reviewed by the
Nomination Committee.
• The Board joined the Executive
Leadership Team at a Strategy Day in
March.
Board members also joined a
Future women’s leadership event and
networking/learning dinner to create
a forum for Future’s female ELT/SLT
leaders to discuss how we can increase
the representation of women at an SLT
and ELT level in our organisation.
• The Board made visits to our Bath, New
York and London offices to engage
directly with senior management and
colleagues from across the business.
These have included:
• A live ‘Ask the Board’ Q&A session for
all colleagues in New York in July.
• A dinner with the New York Senior
Leadership Team and other key
managers in July.
• A live ‘Ask the Board’ Q&A session for
all colleagues in Bath in September.
• The Chair offered to meet with the
top 20 shareholders after both the
Preliminary Results announcement in
December 2023 and the HY roadshow
in May 2024 and subsequently met with
a number of them.
• An engagement survey was conducted
among all employees and actions put
in place to address the areas where
improvements were needed.
• Town Hall meetings, to which all Future
staff are invited and which include CEO
and CFSO updates, as well as responses
to questions raised by employees, were
held regularly throughout the year.
• The Board had a standing invitation to
attend Future events, where they would
have an opportunity to engage with
Future’s audience.
The Board performance review
process
As mentioned above, the Board
conducted an externally facilitated
review in FY 2024.
Independent
Audit provided a questionnaire and
sent it to Board members in early July.
Responses were received through
July and early August and, having
analysed the responses, Independent
Audit submitted their report in early
September.
The report outcomes and
the proposed actions were discussed at
the September Nomination Committee
and Board meetings.
The report, which
was based on the self-assessment
questionnaire, confirmed that the
Board displays a number of strengths,
including:
• A good range of skills and experience
are represented on the Board.
• The Non-Executive Directors are
engaged and well prepared for Board
and Committee meetings, which are
well chaired and provide an opportunity
for all members to voice their opinions.
• There is a trusting and open relationship
between the Non-Executive Directors
and the CEO.
This discussion, together with the
Nomination Committee’s considerations
of independence, time commitment
and tenure, are used as the basis for
recommending the re-election of
Directors by shareholders. The Board
is satisfied that all its Non-Executive
Directors bring robust, independent
oversight and that they continue to
remain independent.
The review process also addressed
the strengths and development areas
for the Audit and Risk, Nomination,
Remuneration and Responsibility
Committees.
Noting that all four
committees function well in terms of
effective chairing, quality of discussions,
the support they receive and the
reporting they do, actions they agreed to
implement in FY 2025 to enhance their
performance include:
a review of the
reward strategy against the backdrop
of the new remuneration policy for FY
2026-2028 and further development
of ESG performance measures and
improved communication of the
responsibility strategy to stakeholders.
As part of the formal Board review
process, the Senior Independent
Director led a review of the Chair’s
performance, taking into consideration
the view of all the Directors.
The
Directors noted the strong support
provided by the Chair to the Executive
team, his proactive communication with
key stakeholder groups and effective
management of Board meetings.
Looking forward to FY 2025, the Chair
and the Board are planning for an
increased emphasis on operational
performance as the GAS strategic
plan moves into year two as well as
spending more time at Board meetings
considering longer-term challenges
arising from fundamental changes to the
media industry.
The focus on Director
succession planning will continue, given
the announcement in October that
Jon Steinberg will step down from the
Board in 2025 and as a number of board
members will reach the end of their
expected tenure in the next 2-3 years.
Board performance review
82
Future plc
Directors, presented a diverse set
of candidates for the Committee to
consider and, after careful consideration,
referencing and due diligence, the
Committee concluded that Sharjeel
Suleman was its preferred candidate and
recommended to the Board that he be
appointed CFO.
This was then announced
on 3 May 2024, with his appointment
taking effect on 16 September 2024.
Sharjeel joined Future from ITV Studios,
where he had been Chief Financial Officer
for five years. Before this, he held a
variety of senior finance roles at ITV plc
including Director of Group Finance and
Director of Investor Relations.
He brings
a broad industry experience to Future,
particularly in media and driving growth
across international markets.
Board changes in the year
Other than Sharjeel’s appointment,
further details of which are set out below
and in the Directors’ Remuneration
Report on page 92, and Penny’s
departure, the other Board changes
during the year were those already trailed
in the FY 2023 Annual Report, namely:
• Ivana Kirkbride joined the Board on
15 December 2023 and became Chair
of the Responsibility Committee on 1
February 2024.
Ivana’s appointment to
the Board was supported by an external
search consultancy, MWM, which
has no connection with Future or any
individual Directors
• Mark Brooker became Senior
Independent Director on 1 February 2024
• Hugo Drayton resigned from the Board
on 31 January 2024.
The Committee played a central role in
Sharjeel’s search process, as outlined
above, and worked closely with the
Remuneration Committee to define his
compensation arrangements and Penny’s
leaver treatment, details of both of which
are set out from page 92.
NED succession planning
The Committee, on behalf of the Board,
regularly assesses the balance of
Executive and Non-Executive Directors,
and the composition of the Board in terms
of skills, experience, diversity and capacity.
We continually monitor the composition
of the Board not only based on the length
of Directors’ tenure and on our Board
Diversity and Inclusion Policy (‘Board D&I
Policy’), but also with a view to ensuring
that the Board’s blend of skills and
experience is appropriate for the next
stage of Future’s development.
On appointment each Non-Executive
Director receives a letter of appointment
setting out, among other things, their
term of appointment, the expected time
commitment for their duties to Future and
details of any committees of which they
will be a member and / or Chair.
Non-
Executive Directors are initially appointed
for a three-year term, after which a review
is undertaken to consider renewal of the
term for a further three years.
However,
Future follows governance best practice
with all directors standing for re-election
by shareholders at each Annual General
Meeting.
ELT succession planning
During FY 2024, the Board and the
Committee have monitored the changes
to the organisational structure and
approved changes to key leadership roles.
During the year, the Board discussed
succession plans for executives below
Board level on a number of occasions.
The Committee will continue to keep
a watching brief on the market and
potential talent and will continue to
monitor the ELT and senior management
talent pool to ensure that succession
planning for business-critical roles is
proactively reviewed and to ensure the
development of a diverse pipeline for
succession for the Board and the ELT,
as required by the 2024 Code (which the
Group is working towards compliance
with, although it is not yet in effect).
Board diversity and inclusion policy
We adopted a new Board D&I Policy in
Nomination committee
Introduction from Nomination Committee Chair:
Corporate
Governance
Richard Huntingford
Chair
Director Induction Programme Example
We have a detailed Director induction programme which all new Board members
participate in.
• Governance training
• Briefed on outcomes of most recent Board
performance review
• Meeting senior executives
• Meeting with colleagues
during site visits
• Information on the Group
budget and strategy
• Last Annual Report
• Meeting with investors and
other key stakeholders
• Meeting with external and
internal auditors
Effectiveness
Leadership
Accountability
Relations with
stakeholders
I am pleased to present this review
of the activities of the Nomination
Committee during FY 2024, which met
formally on 3 occasions during the year.
The committee’s Terms of Reference
describe its role and responsibilities more
fully and can be found on our website.
CFO transition
On 6 December 2023, we announced
that Penny Ladkin-Brand had informed
the Board of her decision to step down
from the Board in 2024, subject to a
twelve-month notice period.
We also
announced that the Board had initiated
an external search for her successor
and had appointed the executive search
adviser,
Russell Reynolds, to advise the
Committee on this appointment.
Russell Reynolds, which has no
connection with Future or any individual
Corporate governance
83
Annual Report and Accounts 2024
2023, which also applies to the Board’s
Committees. We reviewed the policy in
September 2024 and concluded that it
is still appropriate.
We see increasing
diversity at Board level as an essential
element in maintaining a competitive
advantage and continue to believe that
a truly diverse Board will include and
make good use of differences in the
skills, regional and industry experience,
educational, professional and socio-
economic backgrounds, ethnicity,
race, gender, age, sexual orientation,
disability, cognitive and other
distinctions between Directors.
Our Board D&I Policy also makes specific
reference, as well as to diversity, to
inclusion, to highlight that, as well as a
diverse Board, we promote an open and
inclusive culture in Board and Committee
meetings, where all Directors are
encouraged to share their views and their
views are all taken into account, without
bias or discrimination.
Our objective of driving the benefits of
a diverse and inclusive Board, senior
management team and wider workforce
is underpinned by our strong culture of
diversity and inclusion, which is essential
to fulfilling Future’s purpose, is inherent
in our values and supports the delivery
of our strategy. You can read more about
the Group’s approach to diversity and
inclusion in the Corporate Responsibility
report from page 21.
Set out below are the objectives of our
Board D&I Policy and our assessment
of performance against them. These
objectives ensure that both appointments
and succession planning support
developing a diverse pipeline:
• To ensure that the proportion of women
on the Board is 40 percent from FY
2023, and in leadership positions
is 40 percent by no later than 2025
(the latter in accordance with the
recommendations of the FTSE Women
Leaders Review).
• To ensure that at least one woman
is appointed to the Chair or Senior
Independent Director role on the Board,
and/or one woman in the Chief Executive
Officer or Chief Financial Officer role,
from FY 2023.
• To have at least one member of
the Board from an ethnic minority
background excluding white ethnic
groups, from FY 2023.
As at 30 September 2024, we met one of
these requirements, with two members of
the Board being from an ethnic minority
background.
Since the departure of
Penny Ladkin-Brand, we no longer have
a woman in the role of Chief Financial
Officer and the percentage of women on
the Board has reduced to 33 percent.
Whilst the Board recognises that an
effective board with broad strategic
perspective requires diversity and the
Nominations Committee has always been
very mindful of ensuring diversity on the
Board, for the reasons explained in our
Board D&I policy, ultimately the Board
appoints candidates based on merit and
assesses potential Directors against
measurable, objective criteria.
Future has previously had a strong
record of Board gender diversity, with
women holding both the CEO and CFSO
roles until 2023 and on 31 December
2023, the percentage of women on the
Board was 44%, with one of those Board
members being ethnically diverse.
The
succession process for the CFO role was
approached with diversity as an important
consideration, as was the process for the
CEO in 2023.
In both cases, the searches
were supported by the external search
consultancy, Russell Reynolds, and the
candidate briefs explicitly mentioned
diversity as an important consideration.
The reasons for Jon’s selection were
articulated in the 2023 Annual Report.
The reasons for Sharjeel’s selection
were, as already mentioned above, his
broad industry experience, particularly
in media and driving growth across
international markets, complemented by
a set of excellent references.
Therefore,
while our two recent Executive Director
appointments were the right candidates
for the respective roles, they have
led to our diversity ratios regressing.
An immediate solution to this would
have been to make additional diverse
Board appointments, however the
Committee felt strongly that this would
not be appropriate and would lead to an
oversized and unwieldy Board for the
Company’s size.
The Committee also did
not want to lose the valuable experience
and contributions from each of the
existing Board and Committee members
at this point in time, given the Growth
Acceleration Strategy and the portfolio
optimisation process that are in hand.
Another factor was that both the Board
Chair and the Chair of the Audit and Risk
Committee will reach the end of their
nine year tenure at the end of 2026.
Accelerating these two replacement
appointments was not considered
sensible, particularly now in the light of
Jon’s decision to step down in 2025.
It
Members
Since
Richard Huntingford (Chair)
2017
Meredith Amdur
2020
Mark Brooker
2020
Rob Hattrell
2018
Ivana Kirkbride
2023
Alan Newman
2018
Angela Seymour Jackson
2021
Jon Steinberg
2023
The Company Secretary acts as secretary
to the Committee.
Details of individual
Directors’ attendance at committee
meetings can be found on page 77.
Key objective
The Nomination Committee supports the
Board in Executive and Non-Executive
succession planning.
Our key objectives as
a Nomination Committee are:
• To make sure the Board has individuals
with the necessary range of skills,
knowledge and diversity of experiences
to lead the Company effectively.
• To ensure that it is effective in
discharging its responsibilities and
overseeing appropriately all matters
relating to corporate governance.
Key responsibilities
• Ensure that Executive and Non-Executive
succession plans are reviewed, updated
and implemented accordingly.
• Improve diversity and inclusion on the
Board and for senior management roles.
• Further strengthen the senior
management team.
• Ensure that appointments to GoCompare.
com Limited are assessed in accordance
with the relevant regulatory requirements
and that appropriate regulatory approval
is obtained.
Key actions from FY 2024
• Recruitment of a new CFO.
• Monitoring Board composition for
alignment of relevant skills, experience
and diversity to Future’s strategy.
• Monitoring progress in the
implementation of the Board D&I Policy.
• Oversight of the Executive Leadership
Team’s development and succession
planning.
Priorities for 2025
• Recruitment of a new CEO.
- Support Sharjeel Suleman to establish
himself in the CFO role.
• Review succession planning for the
Committee Chairs and Chair of the Board,
considering the need for the appropriate
blend of skills and expertise on the Board.
84
Future plc
Corporate
Governance
Gender
Ethnicity
CEO
Financial
Editorial/
Publishing Content
Digital and Technology
Advertising and Brands
UK Governance
Remuneration
Richard Huntingford
M
W
Jon Steinberg
M
W
Meredith Amdur
F
W
Mark Brooker
M
W
Ivana Kirkbride
F
M
Rob Hattrell
M
W
Alan Newman
M
W
Angela Seymour-Jackson
F
W
Sharjeel Suleman
M
M
Board skills matrix
is therefore sensible to maintain the
current Chair during the onboarding
period of a new CEO and, with Sharjeel
having only just taken up the CFO role,
it is important that there is continuity in
the Audit and Risk Committee Chair role
until he is fully bedded in.
The Board remains fully committed to
meeting its own diversity targets and the
Committee intends to use the ensuing
CEO, Chair and Audit and Risk Committee
Chair appointments to ensure that the
Board composition will be fully compliant
with all the diversity requirements no
later than December 2026. We would
also note that, while it is not one of the
four named senior roles on the Future plc
Board, the Chair role of the Go.Compare
Board, which is occupied by Angela
Seymour-Jackson, is a significant one
for Future given it is a regulated entity.
with significant responsibilities and
governance requirements.
Our principles for Board diversity
also apply to the ELT and senior
management below this level with female
representation of 21.4% at ELT level and
30.8% at SLT level.
Numerical data on the sex or gender
identity and ethnic diversity of the Board,
senior Board positions (Chair, CEO, SID
and CFO) and executive management,
in the format required by the UK Listing
Rules, are set out on page 28.
The Board D&I Policy mirrors that of
our wider Equality, Inclusion & Diversity
Policy, which is available on our website at
www.futureplc.com.
Committee performance and
effectiveness
The Nomination Committee’s
performance was evaluated as part of the
externally facilitated Board performance
review, as described on page 81. The
review was completed by all Committee
members and no issues arose.
Independence
During FY 2024, the Committee reviewed
the balance of skills, experience and
independence of the Board, including
consideration of Board members’ term
in office and any potential conflicts
of interest.
It concluded that each
Non-Executive Director remained
independent. The Committee is satisfied
that the external commitments of the
Board’s Chair and members do not
conflict with their duties as Directors of
the Company and that they have
sufficient time to fulfil their Director
responsibilities to Future, both in normal
circumstances and in exceptional
circumstances.
After the year-end, the Committee also
considered the Directors proposed for
election or re-election by shareholders
at the AGM. Following discussion of
the skills, contribution and external
commitments of each Director, and in
conjunction with the Board performance
review conducted between July and
September 2024, the Committee
supports the proposed re-election of
all Directors standing for re-election (or
election) at the AGM in 2025.
In line with
best practice, each Committee member
was excluded from approving the
proposal for their re-election (or election).
CEO change
The Nomination Committee, which
comprises all the Non-Executive
Directors, is responsible for
recommending the appointment of
the new CEO.
As mentioned in my
Chair’s introduction, the Committee
has appointed Spencer Stuart to assist
with the search.
The process is being
led jointly by myself and Mark Brooker,
as Senior Independent Director, with full
input from the Nomination Committee
members at each of the key stages of the
search process.
Richard Huntingford
Chair
4 December 2024
1
M signifies male, F signifies female.
2
W signifies of white ethnicity. M signifies of minority ethnicity.
Corporate governance
85
Annual Report and Accounts 2024
Members
Since
Alan Newman (Chair)
2018
Meredith Amdur
2020
Angela Seymour-Jackson
2021
The Company Secretary, or nominee, acts as
secretary to the Committee. Details of individual
Directors’ attendance can be found on page 77.
Key objectives of the Audit and Risk
Committee
To monitor the integrity of the Group’s financial
reporting processes.
To ensure that risks are carefully identified and
assessed, and that sound systems of risk
management and internal control are in place.
Key responsibilities
Overseeing the accounting principles, policies
and practices adopted by the Group.
Overseeing the external financial reporting and
associated announcements.
Overseeing the appointment, independence,
effectiveness and remuneration of the Group’s
External Auditor, including the policy on the
supply of non-audit services.
Conducting a competitive tender process for
the external audit when required.
Reviewing the resourcing, plans and
effectiveness of Internal Audit, which is
independent from the Group’s External Auditor.
Ensuring the adequacy and effectiveness of
the internal control environment.
Monitoring the Group’s risk management
processes and performance.
Ensuring that the regulatory requirements for
the GoCompare.com Limited business are
assessed and properly managed and that
appropriate regulatory approval is obtained as
appropriate.
Ensuring the establishment and oversight of
fraud prevention arrangements and reports
under the whistleblowing policy.
Monitoring the Group’s compliance with the
2018 UK Corporate Governance Code and with
other financial-related disclosures, including
related to climate change.
Providing advice to the Board on whether the
Annual Report and Accounts, when taken as a
whole, is fair, balanced and understandable and
provides all the necessary information for
shareholders to assess the Company’s
performance, business model and strategy.
Key actions from FY 2024
Continued to monitor legislative and regulatory
changes that may impact the work of the
Committee, in particular the introduction of the
2024 UK Corporate Governance Code
requirements.
Reviewed understanding of any proposed
audit industry changes as well as external
auditor quality scores.
Reviewd of the independence, effectiveness
and remuneration of the Group’s External
Auditor, including the policy on the supply of
non-audit services.
Continued to review the work of the Internal
Audit function and implementation of audit
recommendations.
Continued to monitor the effectiveness and
development of the Group’s internal control
environment.
Continued to monitor the effectiveness of the
Group’s risk management.
Monitored the Company’s compliance with
TCFD and CFD and other climate-related
financial disclosures and its disclosures related
to diversity, equity and inclusion.
Annual review of the terms of reference of the
Committee.
Priorities for 2025
Monitor legislative and regulatory changes that
may impact the work of the Committee,
including ongoing monitoring of the 2024 UK
Corporate Governance Code requirements
and the Group’s preparation for meeting those
requirements.
Approve the activities, review the findings and
assess the effectiveness of the Company’s
Internal Audit function.
Monitor the effectiveness and development of
the Group’s internal control environment.
Monitor the Company’s compliance with TCFD
and CFD and other climate-related financial
disclosures and its disclosures related to
diversity, equity and inclusion.
Audit and risk committee
Corporate
Governance
required, make informed decisions.
The Committee has received reports
from management on the ongoing
maturity of the Group’s internal controls
environment and notes the good
progress that is being made in this area.
Following the introduction of the 2024
UK Corporate Governance Code which
includes new requirements relating to
the Board’s assessment of the Group’s
internal controls, the Committee has
been working with the management
to ensure the development of a plan to
enable the Group to comply with these
requirements by the due dates which, for
disclosures relating to internal controls,
will be in the Annual Report for the year
ending 30 September 2027.
We have continued to review and
scrutinise, discuss and challenge the
assumptions and judgements made by
management in the preparation
of published financial information, to
ensure that the Committee had clear
oversight of the evolving impact of the
Group’s strategy on the business and its
financial affairs, as well as emerging risks.
Information regarding the Board’s
stakeholder engagement is set out on
page 36, which also indicates where the
Dear Shareholder,
On behalf of the Audit and Risk Committee,
I am pleased to present its report for the
year ended 30 September 2024.
Throughout the year I have maintained
regular dialogue with the Committee
members, the Executive Directors,
other members of management, with
Deloitte LLP (Deloitte), the external
auditor and with RSM UK Risk Assurance
Services LLP (RSM), the Group’s provider
of outsourced internal audit.
As well
as attending Committee meetings,
I have had discussions prior to each
meeting with topic owners, to ensure
that the Committee would have the
appropriate information in the meeting,
to allow it to challenge, advise and, when
Committee took account of the views of
key stakeholders and considered their
interests in its discussions and decision-
making, as does page 41.
This year the Board undertook an
externally facilitated review of the
performance of the Board and Board
Committees, including this Committee, in
accordance with the requirements under
the 2018 Code and you can read more
about this on page 81.
I would like to thank all the colleagues
involved in the Group’s corporate and
financial integrity, controls, recording
and reporting for their contribution
during 2024.
I hope that you find this report
informative and can take assurance from
the work undertaken by the Committee
during the year to deliver its key
responsibilities.
Alan Newman
Chair of the Audit and Risk Committee
4 December 2024
86
Future plc
Membership and meetings
The Committee held four scheduled
meetings during the year and a
number of ad hoc meetings.
It has an
agenda planner linked to events in the
Company’s financial calendar and other
important events that arise throughout
the year, which fall for consideration by
the Committee under its remit.
Two of these meetings focused on
reviewing matters in conjunction with
the half year and full year reporting
and included private meetings with the
Internal and External Auditors. The other
meetings focused on the development of
internal controls, the work of the Internal
Audit function, evaluation of corporate
and emerging risks, our ongoing work on
TCFD and ad hoc matters which arose
during the year. Details of individual
Directors’ attendance can be found on
page 77.
In addition to the Committee members,
all of whom are Non-Executive Directors,
the CFO, Finance Director, Director
of Accounting & Control, Head of
Compliance, Risk Manager, the Internal
Auditor (which service is provided by
RSM and the External Auditor (Deloitte)
attended all or parts of these meetings
by invitation.
The Chair of the Board and
Chief Executive Officer may also attend
meetings. The Company Secretary acts
as Secretary to the Committee. The
Chair of the Committee holds regular
meetings with the External and Internal
Auditors who have an opportunity to
discuss matters without management
being present and also with the CFSO
(and, since September 2024, with the
CFO, who has responsibility and custody
of the internal audit function).
The Committee received sufficient,
reliable and timely information from
management to enable it to fulfil its
responsibilities. The Board has confirmed
that it is satisfied that Committee
members possess an appropriate level
of independence and depth of financial
and commercial, including sectoral,
expertise. For the financial year ended 30
September 2024, Alan Newman was the
member of the Committee determined by
the Board as having recent and relevant
financial experience.
Going concern and viability statements
The Committee reviewed the updated
wording of the Group’s longer-term
viability statement, set out on page 52.
To do this, the Committee ensured that
the model used was consistent with
the approved three-year plan and that
scenario and sensitivity testing aligned
clearly with the principal risks of the
Group. Committee members challenged
the underlying assumptions used and
reviewed the results of the detailed
work performed. The Committee was
satisfied that the analysis supporting
the viability statement had been
prepared on an appropriate basis. The
Committee also reviewed the going
concern statement, set out on page 45
and confirmed its satisfaction with the
methodology, including appropriateness
of the sensitivity testing.
Fair, balanced and understandable
The Committee considered whether
the Annual Report is ‘fair, balanced
and understandable’, in line with the
requirements of the 2018 Code. The
Committee members were consulted
at various stages during the drafting
process and gave input to the
planning process, as well as having the
opportunity to review the Annual Report
as a whole and discuss, prior to the
December 2024 Committee meeting,
any areas requiring additional clarity or
better balance in the messaging. In this
respect the Committee focused on:
• a qualitative review of disclosures
and a review of internal consistency
throughout the Annual Report and
Accounts;
• a review by the Committee of all
material matters, as reported
elsewhere in this Annual Report and
Accounts;
• a risk-comparison review, which
assesses the consistency of the
presentation of risks and significant
judgements throughout the main areas
of risk disclosure in this Annual Report
and Accounts;
• a review of the balance of good and bad
news; and
• ensuring it correctly reflects:
– the Group’s position and performance
as described on pages 116 to 173;
– the Group’s business model, as
described on page 11;
–
the Group’s strategy, as described
from page 12.
On the basis of this work, together with
the views expressed by the External
Auditor, the Committee recommended,
and in turn the Board confirmed, that it
could make the required statement that
the Annual Report is ‘fair, balanced and
understandable’.
The Committee also received
regular updates from the CFSO (from
September, the CFO) on provisions
made for litigation and the Committee
considered the appropriateness of the
methodology applied.
Risk management
The Board has overall responsibility
for determining the nature and extent
of its principal and emerging risks and
the extent of the Group’s risk appetite,
and for monitoring and reviewing the
effectiveness of the Group’s systems of
risk management and internal control.
Further details of the risk management
objectives and process are on pages 47
to 51.
The principal risks and uncertainties
facing the Company are addressed in the
Strategic Report and in the table on
pages 47 to 51. The Board has delegated
to the Committee the responsibility
for monitoring the effectiveness of the
systems of risk management.
Internal control
The Board determines the objectives
and broad policies of the Group and
meets regularly, when a set schedule
of matters which are required to be
brought to it for decision is discussed.
Overall management of the Group’s
risk appetite, its tolerance to risk and
discussion of key aspects of execution
of the Group’s strategy remain the
responsibility of the Board. The Board
has delegated to the Audit and Risk
Committee the responsibility for
establishing a system of internal controls
appropriate to the business environment
in which the Group operates.
Key elements of this system include:
• A clearly defined organisation structure
for monitoring the conduct and
operations of the business.
• Clear delegation of authority
throughout the Group, starting with the
matters reserved for the Board.
• A formal process for ensuring that key
risks affecting operations across the
Group are identified and assessed on a
regular basis, together with the controls
in place to mitigate those risks. Risk
consideration is embedded in decision-
making processes at all levels and the
most significant risks are periodically
reviewed by the Board. The risk process
is reviewed by the Audit and Risk
Committee.
• The preparation and review of
comprehensive annual budgets.
• The monthly reporting of actual results
and their review against budget,
Corporate governance
87
Annual Report and Accounts 2024
forecasts and the previous year, with
explanations obtained for all significant
variances. The CEO and CFSO (from
September 2024, the CFO) also
provided monthly written updates to
the Board.
• The Finance Manual which outlines
key control procedures and policies
to apply throughout the Group. This
includes clearly defined policies and
escalating authorisation levels for all
procurement activity including capital
expenditure and investment, with
larger capital projects, acquisitions and
disposals requiring Board approval. This
framework is kept under periodic review.
• The ongoing development of a formal
controls framework that defines the
key controls, the persons responsible
and the specific risk that each of these
key controls is designed to mitigate.
• Appropriately qualified staff in our
finance, legal and human resource
functions with business continuity
plans to ensure that all key roles have
adequate cover.
• Initiation of a formal quarterly CFO
review of control execution and
assessment that control owners
understand design and efficacy of
the controls they monitor, tested by a
regular timetable of internal controls
reviews that include the testing of key
controls and process walk-throughs of
processes, reported to the Audit and
Risk Committee.
• Development of a learning from
incidents culture, reporting of potential
and actual internal control failures
and assessment of management’s
response.
• Continuing to drive maturity in
our IT controls environment and
addressing improvement areas as
part of our ongoing IT and governance
enhancements.
• Regular formal meetings between the
CEO, the CFSO (from September 2024,
the CFO) and senior management to
discuss strategic, operational and
financial issues.
During the year the Group continued to
execute its programme of developing
internal controls consistent with the
forthcoming requirements of the 2024
Corporate Governance Code.
The Audit
and Risk Committee received quarterly
updates to assess the level and quality
of management supervision needed.
The design and execution effectiveness
of attestations across all purchase to
pay and order to cash processes has
been reviewed. Operational risk has
been reduced through automation of
key banking and cash management
processes and additionally embedding
operational risk reporting has promoted
dialogue around financial control and
how to reduce manual intervention in
critical processes.
Internal audit
The Audit and Risk Committee assesses
the effectiveness of the Internal Audit
function annually and considers whether
the level of internal audit resources is
appropriate to provide the right level of
assurance over principal risks and controls.
In FY 2024, RSM
continued to act as
Future’s outsourced Internal
Auditor. The annual Internal Audit
plan is approved by the Committee
and Internal Audit is an agenda item
at each Committee meeting. RSM
presents an update on audit activities,
progress of the audit plans and the
outcomes of all audits, with action plans
to address any issues. Reviews have
been completed in FY 2024 on areas
including:
Intellectual Property, Tax
Governance and Accountability, Digital
Advertising strategy, Audience retention
and growth and Non-Financial Metrics,
with advisory work undertaken on the
Go.Compare Senior Managers and
Certification Regime.
The Committee
has overseen the establishment of plans
to implement the control improvements
recommended by these reviews. No
significant failings in financial reporting
controls were identified.
The Internal Audit function is aligned
with the Internal Control function to
ensure the timing of each review type
can be appropriately considered, and
discuss common themes and concerns
to ensure the appropriate remediation or
improvements can be made.
Looking forward to FY 2025, a risk
assessment has been completed to
inform the FY 2025 internal audit plan,
which the Committee is confident will
help further improve the organisation’s
control environment. This plan
includes areas such as online audience
diversification and growth and the
impact of media market disruption, data
governance and key role retention and
succession planning.
External audit independence
The Committee is responsible for
reviewing the independence of the
Company’s External Auditor, Deloitte,
agreeing the terms of engagement with
them and the scope of their audit. Deloitte
has a structure of peer reviews for its
engagements, which are aimed at ensuring
that its independence is maintained.
Maintaining an independent relationship
with the Company’s External Auditor
is a critical part of assessing the
effectiveness of the audit process.
The Financial Reporting Council’s ethical
standard for auditors restricts the
provision of non-audit services to Public
Interest entities to no more than 70%
of the average audit fee in the last three
consecutive years.
Area of focus
Reporting issue
Role of the Committee
Conclusion / Action taken
Alternative
Performance
Measures (Adjusted
EBITDA as a key
performance
indicator (“KPI”)) and
new methodology
for allocating various
items
between
cost of sales and
overheads
During
2024 the Group placed further emphasis
on Adjusted EBITDA as a KPI in order to
improve comparability to our industry peers,
with additional disclosures
provided within the
Glossary section of the results announcement
and Annual Report. The Group also refined
its overhead allocation process, to better
understand the the results of the core underlying
operations of the Group.
The Committee reviewed the rationale for
the introduction of the additional Alternative
Performance Measure,
reporting prominence and
rationale for refinement of the Group’s overhead
allocation process.
The Committee agreed with the conclusion
that Adjusted EBITDA should be presented as
an Alternative Performance Measure within
the KPI section of the Annual Report (see page
6) and agreed with the rationale for refinement
of the Group’s overhead allocation process.
Significant financial reporting judgements
The Committee considered the following issues relating to the financial statements during the year. These include the
matters relating to risks disclosed in the External Auditor’s report:
88
Future plc
The Committee has agreed the Group’s
policy on non-audit fees, and this was
reviewed by the Committee during the
year ended 30 September 2024. The
Committee also regularly reviews the
level of audit and non-audit fees paid to
Deloitte. The key principles of the policy
on non-audit services are:
• The Committee has approved a list of all
permitted non-audit services which are
allowed under UK statutory legislation.
These services include audit-related
services such as reviews of interim
financial information or any other review
of financial statements required by law
to be audited.
• The Audit and Risk Committee updated
its policy to ensure that non-audit
services listed in appendix B of the
FRC’s revised Ethical Standard 2019 are
not offered to the External Auditor.
• Any service that is on the list, if in excess
of £100,000, requires the approval of
the Committee.
During FY 2024, the External Auditor
provided services in relation to the
Group’s year end results and non-audit
services for the half year reporting and
bank covenant compliance. The External
Auditor has also confirmed to the
Committee that they did not provide any
other non-audit and additional services
and that they have not undertaken any
work that could lead to their objectivity
and independence being compromised.
The non-audit services supplied by the
External Auditor can be found in note
4 of the financial statements. Deloitte
do not provide non-audit services to
the Group, other than licence to their
technical accounting database since
2024. The licence fee is de minimis and
represents less than 1% of the 70% FRC
independence cap.
The lead partner is rotated every five
years. Mark Tolley was appointed as the
lead audit engagement partner in FY 2021.
Assessment of audit process
The scope of the external audit is
formally documented by the auditor.
The Committee discussed Deloitte’s
detailed audit plan and strategy including
the intended scope of the audit,
identification of significant and elevated
audit risks and the level of materiality
proposed. In respect of the financial
year ended 30 September 2024, the
Committee assessed the performance
and effectiveness of the External
Auditor, as well as their independence
and objectivity, on the basis of meetings,
the findings of the FRC Audit Quality
Reviews (AQR) published in July 2024 and
a questionnaire-based internal review
which was completed by the Committee
members and regular attendees to the
Committee. The summary of the results
of the questionnaire has been reviewed by
the Committee.
Deloitte has a policy of partner rotation,
which complies with regulatory
standards. The Committee considered
the transition plan for the upcoming
change in lead engagement partner,
agreed for FY 2025.
Audit tender and appointment
Deloitte were appointed in 2019 to
succeed PwC as the Company’s auditors
with effect from the start of FY 2021.
A resolution to reappoint Deloitte
as auditors for the year ending 30
September 2025 is being proposed
to shareholders at the Company’s
AGM to be held on 5 February 2025.
The Company has complied with the
provisions of the Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of
Competitive Tender Process and Audit
Committee Responsibilities) Order 2014
(Competition & Markets Authority Order)
for FY 2024 in respect to audit tendering
and the provision of non-audit services.
How the Committee keeps up to date
The Committee is kept up to date with
changes to Accounting Standards and
relevant developments in financial
reporting, company law, and the
various regulatory frameworks through
presentations from the Group’s External
Auditor, CFSO (from September 2024,
the CFO), Director of Accounting
& Control, Risk Manager, Head of
Compliance and the General Counsel
and Company Secretary. In addition,
members attend relevant seminars
and conferences provided by external
bodies. The Committee also receives
tailored briefings from management and
the Group’s External Auditor from time
to time.
The Terms of Reference of the Audit and
Risk Committee include all the matters
required under the 2018 Code and are
reviewed annually by the Committee. In
FY 2024, changes to the Committee’s
Terms of Reference were adopted, in
order to strengthen the Committee’s
role with regard to climate-related
financial reporting and diversity, equity
and inclusion.
Assessment of the effectiveness of the
Committee
The Committee’s effectiveness in respect
of the year ended 30 September 2024
was evaluated as part of the review
described on page 81. The key issues
that were identified in the previous
year’s assessment were discussed by
the Committee to ensure these were
adequately addressed and the Chair
provided an update where appropriate.
Looking forward
As well as the regular cycle of matters
that the Committee schedules for
consideration each year, we are planning
over the next 12 months to:
• Continue to monitor legislative and
regulatory changes that may impact
the work of the Committee, with a
particular focus on the forthcoming
2024 UK Corporate Governance Code
requirements.
• Consider the impact of proposed audit
industry changes.
• Review the internal audit work.
• Monitor the Company’s compliance with
TCFD and other climate-related financial
disclosures, as well as disclosures
related to diversity, equity and inclusion.
The Committee’s report was approved
by a Committee of the Board of Directors
on 4 December 2024 and signed on its
behalf by
Alan Newman
Chair of the Audit and Risk Committee
4 December 2024
Corporate
Governance
Corporate governance
89
Annual Report and Accounts 2024
Directors’ report
Annual General Meeting
The Company’s FY 2024 Annual General
Meeting will be held at 11.00 am on
Wednesday 5 February 2025 at Future’s
London office at 121-141 Westbourne
Terrace, Paddington W2 6JR.
Corporate Governance statement
The Corporate Governance statement,
prepared in accordance with rule 7.2
of the Financial Conduct Authority’s
Disclosure Guidance and Transparency
Rules (DTRs), comprises of the following
sections of the Annual Report: the
Strategic Report; the Corporate
Governance Report; the Audit and Risk
Committee Report; the Nomination
Committee Report; the Remuneration
Committee Report; together with this
Directors’ Report. As permitted by
legislation, some of the matters required
to be included in the Directors’ Report
have been included in the Strategic
Report by cross reference including
details of the Group’s financial risk
management objectives and policies,
business review, future prospects and
environmental policy.
Directors
The names and biographical details of the
current Directors are shown on
pages 78 and 79 of this Annual Report.
Particulars of their emoluments and
beneficial and non-beneficial interests
in shares are given in the Directors’
Remuneration Report on page 105.
The appointment and removal of
Directors is governed by the Company’s
Articles of Association, the 2018 Code
and the Companies Act 2006. The
Directors may, from time to time, appoint
one or more Directors.
In the interests
of good governance and in accordance
with the provisions of the 2018 Code,
all Directors will retire and submit
themselves for election or re-election at
the forthcoming AGM.
Directors’ powers
The Board manages the business of the
Company under the powers set out in the
Company’s Articles of Association.
The
Company’s Articles of Association can
only be amended, or new Articles adopted,
by a resolution passed by shareholders in a
general meeting by at least three quarters
of the votes cast.
Further discussion
of the Board’s activities, powers and
responsibilities appears within the
Corporate Governance Report on page 76
and 77 of this Annual Report. Information
on compensation for loss of office is
contained in the Directors’ Remuneration
Report on page 105 of this Annual Report.
Directors’ conflicts of interests
The Company has procedures in place for
managing conflicts of interest.
Should a Director become aware that
they, or any of their connected parties,
have an interest in an existing or proposed
transaction with the Company, they should
notify the Board in writing or at the next
Board meeting.
Internal controls are in place to ensure that
any related party transactions involving
Directors, or their connected parties,
are conducted on an arm’s length basis.
Directors have a continuing duty to update
any changes to these conflicts.
Directors’ indemnities
The Company had Directors’ and
Officers’ liability insurance cover in place
throughout the year, which included
cover
for claims by third parties.
Share capital
Details of the Company’s issued share
capital, together with details of the
movements in the issued share capital
during the year, are shown in note 23 to
the financial statements. The Company
has one class of ordinary shares with a
nominal value of 15 pence each (Ordinary
Shares), which does not carry the right to
receive a fixed income. Each share carries
the right to one vote at general meetings
of the Company.
There are no restrictions
or agreements known to the Company
that may result in restrictions on share
transfers or voting rights in the Company.
There are no specific restrictions on
the size of a holding, on the transfer of
shares, or on voting rights, all of which are
governed by the provisions of the Articles
of Association and prevailing legislation.
Shareholder authority for the Company to
allot Ordinary Shares up to an aggregate
nominal amount of £5,836,396.35 (or
£11,672,792.70, if used for a rights issue)
was granted at the 2024 Annual General
Meeting (AGM).
In May we announced that we were
proposing to return up to £45 million of
cash to shareholders by means of an
on-market share buy back programme.
This followed the approval given by
shareholders at the 2024 AGM for the
Directors to buy back up to a maximum of
11,672,792 Ordinary Shares, representing
approximately 10% of the Company’s
issued share capital.
On 22 May 2024, JP
Morgan Cazenove began to acquire Future
shares and the programme concluded
on 21 October 2024, when the £45
million limit was reached.
As at that date,
4.4m shares had been repurchased, and
cancelled, under the programme.
We will announce that we are proposing
to return up to a further £55 million of
cash to shareholders by means of an
on-market share buy-back programme,
which will begin in January 2025.
This is
within the approval given by shareholders
at the 2024 AGM referred to above
which, although it expires at the end of
the AGM in February 2025, permits the
Company, before it expires, to enter into
a contract to purchase shares where that
contract and the share purchases under
it may be executed after the authority
expires.
We will also seek shareholders’
approval for a new authority, starting
from the end of the February 2025 AGM,
for the Directors to buy back up to a
maximum of 11,080,529 Ordinary Shares,
representing approximately 10% of the
Company’s issued share capital as at 4
December 2024.
The issued share capital of the
Company as at 30 September 2024 was
approximately £16.81 million, divided into
112,088,026 Ordinary Shares.
Since 30 September 2024, no new
shares have been issued as a result
of the exercise of share options by
the Company’s share option scheme
participants and the total issued share
capital at 4 December 2024 was
110,805,295 Ordinary Shares.
The Company’s Ordinary Shares are
listed on the London Stock Exchange. The
register of shareholders is held in the UK.
Political donations
No contributions were made to political
parties during the year (2023: £Nil).
Substantial interests
Information provided to the Company
pursuant to the DTRs is published on a
Regulatory Information Service and on the
Company’s website. Information set out
in the table at the bottom of page 90 has
been received, in accordance with DTR 5,
from holders of notifiable interests in the
Company’s issued share capital.
Data protection and privacy
Data privacy is a cornerstone of our
corporate ethics at Future. We are
dedicated to protecting the data of our
customers, employees and prospective
employees, treating it with the level of
care we expect for our own data. We hold
our partners to this same high standard.
Future has a comprehensive privacy
programme in place to ensure we meet
our privacy obligations under applicable
laws.
This programme incorporates
leading data protection principles and
Future plc is the holding company of the Future group
of companies (the Group)
90
Future plc
practices, which are central to our
approach to processing personal data.
Our Data Protection Officer continually
reviews, develops and improves Future’s
privacy practices to ensure we uphold
these principles and that Future’s privacy
operations are run in a smooth and timely
fashion. For example, updating systems
and processes to meet the deletion
and access rights of our customers and
employees, as they develop across all
relevant territories. We ensure we meet
the requirements of emerging privacy
laws and regulations across the world, as
well as keep up with rapid advancements
in technology and new business initiatives.
Privacy and digital advertising
standards
Future abides by all current digital
advertising standards by providing users
with a clear choice on how and when
they accept personalised advertising
experiences and ensuring they can
exercise their data privacy rights.
We
work with industry trade bodies to ensure
we are aligned to the guiding principles
of privacy by design and implement
technical solutions to protect user
privacy.
As user privacy continues to
evolve and become more complex, we
have the resources and technology to
adapt our digital offerings as needed.
We have invested significantly in our
proprietary advertising technology stack,
Hybrid, and our customer data platform,
Aperture. These platforms are designed
to obtain user consent and process
valuable audience data while adhering
to privacy regulations. This ensures that
our advertisers can effectively reach their
target customers across our leading digital
properties, with a strong commitment to
data privacy and user consent.
Whistleblowing and anti-bribery policies
It is Future’s policy to conduct all of
our business in an honest and ethical
manner and we take a zero-tolerance
approach to bribery and corruption.
We
are committed to acting professionally,
fairly and with integrity in all our business
dealings and relationships wherever we
operate and we are implementing and
enforcing effective systems to counter
bribery and corruption.
We have whistleblowing (‘Speak Up’)
and anti-bribery and corruption policies
which are reviewed regularly and
published on our intranet. The Speak
Up policy is designed to encourage
employees to report, in good faith,
matters such as criminal activity, failure
to comply with legal obligations, fraud,
danger to health and safety, bribery and
corruption, breaches of internal policies
and procedures and attempts to conceal
any of the above.
Disclosures can be
made to an individual’s line manager, or
to the Head of Legal, Head of Compliance
or General Counsel.
Individuals can
also make disclosures anonymously
via a Speak Up hotline managed by an
independent external organisation.
During the period of this report, no
substantiated disclosures were made.
In addition, to ensure Future is adopting
best practice with anti-corruption
legislation and to promote transparency, a
Review Kit, Trips and Gifts Log is in place
to track the whereabouts of products
sent to us for review and the acceptance
of gifts and trips by our employees.
We
also have an Editorial Ethics Committee,
which oversees our compliance with our
own ethical and editorial standards
Results and dividends
The results of the Group are shown on
pages 116 to 173 and movements in
reserves are set out in note 25 to the
financial statements.
The Board’s policy is that dividends
should be covered at least four times
by adjusted diluted earnings per share
and free cashflow.
The Company’s
Employee Benefit Trust (EBT) waives its
entitlement to any dividends.
The Board
is recommending a final dividend for the
year of 3.4p per share (FY 2023: 3.4p per
share) payable on 11 February 2025 to
shareholders recorded on the register
at the close of business on 17 January
2025.
The Ordinary Shares will become
ex-dividend on 16 January 2025.
Significant agreements
The provisions of the European Directive
on Takeover Bids (as implemented in
the UK in the Companies Act 2006)
require the Company to disclose any
significant agreements which take
effect, alter or terminate upon a change
of control of the Company. In common
with many other companies, the Group’s
Shareholder
As at 30 September 2024*
As at 4 December 2024*
Nature of holding
BlackRock, Inc.
6.16%
6,16%
Direct and indirect
Sir Peter Wood
5.86%
5.86%
Direct
Old Mutual Global Investors (UK) Ltd
5.68%
5.68%
Indirect
The Capital Group Companies, Inc.
5.22%
5.22%
Direct
FIL Limited
4.81%
5.04%
Direct
Jupiter Fund Management Plc
4.99%
4.99%
Indirect
Ameriprise Financial, Inc. and its group
4.99%
4.99%
Direct and indirect
Liontrust Asset Management Plc
5.03%
4.97%
Direct and indirect
Slater Investments
4.96%
4.96%
Direct
Invesco Ltd
4.91%
4.91%
Indirect
AXA Investment Managers
3.81%
3.81%
Indirect
Oberweis Asset Management, Inc.
3.71%
3.71%
Indirect
Norges Bank
3.05%
3.05%
Direct and indirect
Substantial interests
Substantial interests information provided to the Company pursuant to the Financial Conduct Authority’s Disclosure Guidance and Transparency
Rules (DTRs) is published on a Regulatory Information Service and on the Company’s website. The following information has been received, in
accordance with DTR 5, from holders of notifiable interests in the Company’s issued share capital:
Corporate
Governance
*% holding based on total number of shares in issue at the time of respective notification.
The Company has not been notified of any other substantial interests in its securities. The Company’s substantial shareholders do not have different voting rights. The Group, so far as is known by the
Company, is not directly or indirectly owned or controlled by another corporation or by any government.
Corporate governance
91
Annual Report and Accounts 2024
bank facility is terminable upon change of
control of the Company. In common with
market practice, awards under certain
of the Group’s long-term incentive plans
(details of which are set out in the Directors’
Remuneration Report on page 94) will
vest or potentially be exchangeable into
awards over a purchaser’s share capital
upon change of control of the Company.
There are also change of control provisions
in Jon Steinberg’s and Sharjeel Suleman’s
respective service agreements, exercisable
within three months of a change of control
by the Company or on one month’s notice
by the executive, to expire no later than
three months from the date of the change
of control.
Disclosure of information to the auditor
The Directors who held office at the date of
approval of this Directors’ Report confirm
that, so far as they are aware, there is no
relevant audit information of which the
Company’s auditor is unaware, and each
Director has taken all reasonable steps to
ascertain any relevant audit information
and to ensure that the Company’s auditor is
aware of that information.
This Directors’ Report was approved by
order of the Board.
On behalf of the Board
David Bateson
Company Secretary
4 December 2024
Other information
Other information relevant to this Directors’
Report, and which is incorporated by
reference, including information required
in accordance with the UK Companies Act
2006 and UK Listing Rule 9.8.4R, can be
located as follows:
Subject Matter
Page
Important events since the financial year-end
10
Likely future developments in the business
9
Information on financial instruments
155
Internal control and risk management systems
in relation to the process for preparing
consolidated accounts
86
Employment of disabled persons
28
Employee involvement
30
Stakeholder engagement
36
Diversity policy
28,73
Energy and carbon disclosures
23, 54
With the exception of capitalised website development costs,
the Group has not undertaken any material research and
development costs (FY 2023: £nil).
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year.
Under that law the
Directors have prepared the Group
financial statements in accordance with
UK-adopted international accounting
standards and with the requirements of
the Companies Act 2006 and the
Company financial statements in
accordance with United Kingdom
Generally Accepted Accounting
Practice, including Financial Reporting
Standard 101 “Reduced Disclosure
Framework”.
Under company law, the Directors must
not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
of the Group and Company and of the
profit or loss of the Group for that period.
In preparing the financial statements,
the Directors are required to:
•select suitable accounting policies and
then apply them consistently
• make judgments and accounting
estimates that are reasonable and
prudent for the Group financial
statements, state whether they have
been prepared in accordance with
UK-adopted international accounting
standards for the Company financial
statements, state whether applicable
accounting standards have been
followed, subject to any material
departures disclosed and explained in
the financial statements; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and Company will continue in
business.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Group’s and Company’s
transactions and disclose with
reasonable accuracy at any time the
financial position of the Group and
Company and enable them to ensure
that the financial statements comply
with the Companies Act 2006.
The
Directors are also responsible for
safeguarding the assets of the Group
and Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other
irregularities.
The Directors are responsible for the
maintenance and integrity of the Annual
Report and financial statements as they
appear on our website.
Legislation in
the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names
and functions are listed in the
Corporate Governance report,
confirms that, 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 of the
Group and of the Company
• the Strategic Report includes a fair
review of the development and
performance of the business and
position of the Group and Company,
together with a description of the
principal risks and uncertainties that
it faces; and
• the Annual Report and financial
statements, taken as a whole, are fair,
balanced and understandable and
provide the information necessary for
shareholders to assess the Group’s
and Company’s position and
performance, business model and
strategy.
Having made the requisite enquiries,
so far as each Director in office at the
date the Directors’ Report is approved
is aware, there is no relevant audit
information of which the Group’s and
Company’s auditors are unaware and
each Director has taken all the steps
that they ought to have taken as a
Director in order to make themselves
aware of any relevant audit information
and to establish that the Group’s and
Company’s auditors are aware of that
information.
This responsibility statement was
approved by the Board of Directors on 4
December 2024 and is signed on its
behalf by:
Jon Steinberg
Chief Executive
4 December 2024
Statement of Directors’
responsibilities
92
Future plc
the global marketplace in which Future
competes for senior executive talent.
Details of Sharjeel’s remuneration, and of
the treatment of Penny’s remuneration
on her leaving Future, are included later in
the report.
In making these decisions, the
Committee took advice from its appointed
external remuneration consultants,
Ellason.
To assist shareholders in
understanding the Committee’s decision
making, I have highlighted below the key
areas of Sharjeel’s remuneration and the
rationale for them:
•
Base Salary:
Sharjeel’s base salary on
appointment was set at £420,000 per
year.
In determining the level of base
salary, the Committee considered that
the base salary of the outgoing Chief
Financial and Strategy Officer was
£450,000.
Sharjeel’s salary therefore
represents a discount of almost 7% to
the former incumbent.
As highlighted
in the FY 2022 report, the change of
long-term incentives from the VCP to
a PSP meant that we needed to review
base salaries for our Executive Directors
to ensure the overall remuneration
package remained competitive.
This
review had been undertaken for the
Chief Financial and Strategy Officer in
2022 and had been implemented in two
stages, with the increase to £450,000
being effective from 1 November 2023.
When assessing the salary offered to
the new CFO, the Committee considered
that the role would not have the same
level of strategic responsibilities and
does not have the same ‘CFSO’ job title.
The Committee also considered that
Sharjeel does not have previous, direct
FTSE Board-level Director experience,
which implied that some discount should
be applied to the outgoing CFSO’s
salary, at least initially.
As a further
check on the Committee’s decision, it
also compared the base salary against
the current median for CFOs of UK
listed companies of comparable market
capitalisation and revenue so as to
take account of market movements
since 2022, when the remuneration for
the previous CFSO was set.
Sharjeel’s
salary will first be eligible for review
with effect from 1 December 2025 and
then annually thereafter.
•
Annual bonus:
Sharjeel’s bonus
opportunity is set at the same level as
his predecessor’s, being a maximum
of 150% of salary.
He is eligible to be
considered for a bonus from the financial
year starting 1 October 2024. Together
with the salary agreed on Sharjeel’s
appointment, this bonus opportunity
delivers an appropriately competitive
opportunity that strikes the correct
balance between fixed pay and short-
term variable pay, linked to Future’s
annual performance against its financial
and strategic KPIs.
•
LTIP awards:
Sharjeel’s LTIP
opportunity is set at the same level as
his predecessor’s, being a maximum
of 167% of salary, under Future’s
Performance Share Plan (PSP).
His
first award will be made for FY 2025, at
the normal time, following the FY 2024
results announcement in December.
This opportunity ensures a competitive
total package and, through this
long-term variable component, close
alignment of Sharjeel’s interests with
those of shareholders.
Buyout
of former incentives
It was also considered appropriate by the
Committee to buy out certain incentives
which Sharjeel would forego on leaving
his former employer, ITV plc (‘ITV’), to join
Future, which the Remuneration Policy
provides the Committee with flexibility
to do.
Our typical market practice is for
any such buyout award to be considered
separately from the ongoing package
offered at Future and therefore in addition
to the ongoing annual bonus and PSP
awards.
Under the Remuneration Policy,
there is no defined monetary limit to the
level of buyout which can be offered;
rather, the value should be no higher (in
fair value terms) than the incentives being
forfeited, taking into account the time to
vesting and any applicable performance
conditions.
In Sharjeel’s case, the agreed
elements of buyout were:
•
Bonus:
For FY 2024, a buyout of 65% of
his 2024 ITV annual bonus opportunity
was agreed, pro-rated based on his
length of service in that role prior to
joining Future, i.e. from 1 January 2024
to 13 September 2024.
The percentage
of 65% was agreed to compensate for a
mid-range outcome.
The total amount,
which was paid out at the same time as
the Group’s FY 2024 profit pool payment
to all its employees, in December 2024,
was therefore £182,356, as set out on
page 98.
This is subject to clawback
if Sharjeel is no longer employed by
Future as at 1 April 2025, or if either he
or Future has given notice to terminate
his employment prior to that date.
It
is also subject to Future’s Deferred
Annual Bonus Plan (‘DABS’), whereby
50% of the bonus will be converted into
Future shares and applied towards his
shareholding guidelines.
•
Share awards:
To cover the value of
Sharjeel’s unvested share awards, he has
Directors’ Remuneration Report
Corporate
Governance
Mark Brooker
Chair of the Remuneration
Committee
Dear Shareholder
On behalf of my colleagues on the
Remuneration Committee, I am pleased
to present the Directors’ Remuneration
Report for the year ended 30 September
2024. This report covers my third year as
Remuneration Committee Chair, during
which we continued our implementation
of the Group’s Remuneration Policy
(‘Remuneration Policy’), which was
approved at our Annual General Meeting
in February 2023, and broadly completed
the transition of executive remuneration
at Future plc to be more closely aligned
with market best practice.
As usual, our report sets out the principles
and policy we apply to remuneration for
our Directors and aims to demonstrate
how our approach and our Remuneration
Policy align with our strategy, support
the retention of key talent, motivate our
Directors to achieve strong performance
and reward them appropriately and
transparently for doing so.
On 18 October 2024, we announced that
Jon Steinberg had informed the Board of
his decision to step down from the Board
and as CEO in 2025.
This report sets out
the implications of his decision, from a
remuneration perspective.
KEY ISSUES IN 2024
Appointment of a new
Chief Financial Officer
This year we said farewell to Penny
Ladkin-Brand, our Chief Financial and
Strategy Officer, after nine years with the
Group.
I second Richard’s comments in
his Chair’s introduction about Penny’s
contribution to Future and would like to
add my thanks and best wishes to her.
We were also delighted to welcome
Sharjeel Suleman as our new Chief
Financial Officer.
The Remuneration
Committee designed a remuneration
package for Sharjeel that is aligned to our
Remuneration Policy and competitive in
Directors’ remuneration report
93
Annual Report and Accounts 2024
been awarded Future shares under the
PSP.
The awards forfeited did not have
performance criteria attached to them
and vesting was purely time-based. The
replacement awards are also, therefore,
purely time-based.
In line with best
practice, the number of replacement
awards was calculated based on the
average closing prices of Future and
ITV shares over the three dealing days
immediately preceding 16 September
2024, being the date that Sharjeel
joined Future.
The April 2024 grant was
replaced on a pro-rated basis, on the
expectation that his first Future PSP
grant would be estimated to be granted
in December 2024.
There was therefore
an eight-month gap in accrued value,
between April and December 2024,
which Future bought out.
The vesting
profile of the buyout awards was set to
mirror the vesting periods of the awards
foregone, with these awards also subject
to his Directors’ shareholding guidelines.
The number of Future shares awarded
to Sharjeel to replace his ITV awards are
shown in the table below:
Grant Date
Shares
Vest Date
19 Sep 2024
12,261
14 April 2025
15,050
14 April 2026
9,154
14 April 2027
Total
36,465
Details of the elements of Sharjeel’s
annual package are set out on page 96.
Leaver arrangements for former CFSO
In FY 2024 the Committee also
determined the leaver arrangements for
our former CFSO, Penny Ladkin-Brand.
As Penny was leaving to take up another
executive role, the Committee resolved
not to confer “good leaver” status, in line
with our Remuneration Policy.
As such,
Penny was not entitled to any payment
under the annual bonus scheme for FY
2024 and all unvested awards under the
PSP and VCP schemes lapsed in full.
Further details of the leaver arrangements
are included in the report on page 105.
Targets for Variable Pay Elements
Last year, the Remuneration Committee
reassessed the metrics and targets for
the annual bonus scheme and the new
PSP awards, against the backdrop of
significant changes in business context,
both within Future as well as in the
external market for Future’s products
and services.
This year, although the
external market has continued to
present macro challenges, with the
Growth Acceleration Strategy that was
announced in December 2023 now
embedded and with the organisation’s
focus being
on successful execution,
the
Committee’s focus has been on
reviewing to what extent the variable pay
elements needed to be reviewed and/or
fine-tuned.
We have also continued to
reflect carefully on how environmental,
social and governance (‘ESG’) metrics
can be incorporated into our incentive
scorecards. Details of the specific targets
are included in the main Remuneration
Report and below is a summary of the
Committee’s thinking on this topic:
•
ESG metrics:
Future continues its
journey to add ESG metrics to the
scorecards for our variable pay awards.
The Committee is mindful, based
not only on our own thinking but also
input from shareholders and other
stakeholders, that any ESG metrics we
implement should link to the Company’s
strategic goals and be appropriately
weighted.
We have since FY 2023
included Employee Engagement as a
performance metric in the annual bonus
for our Executive Directors, given that
we are not an asset heavy business
and it is our people who will determine
the success of the business.
For that
reason, with Employee Engagement
continuing to be a core KPI for us to
Members
Since
Mark Brooker
(Chair since 1 October 2021 )
2020
Rob Hattrell
2018
Angela Seymour-Jackson
2021
Details of individual directors’ attendance at Remuneration Committee meetings can be found on page 77.
Other directors and executives, including
the Board Chair, the CEO and the COO may
be invited to attend Remuneration
Committee meetings.
The Company
Secretary acts as secretary to the
Committee.
No individuals are involved in
decisions related to their own remuneration.
This Directors’ Remuneration Report sets
out how the Group compensates its
Directors (both Executive and Non-
Executive), the decisions made on their
pay in FY 2024 and how much they
received in relation to the financial year
ended 30 September 2024.
Key objectives
Our objective is to have a fair, equitable
and competitive total reward package that
supports our vision, and to ensure rewards
are performance-based and reinforce
long-term shareholder value creation.
Key responsibilities
• Designing and implementing the
Remuneration Policy
• Ensuring the competitiveness of reward
• Designing the incentive plans, including
the setting of incentive targets and
overseeing all share awards
• Setting remuneration for the Executive
Directors and Board Chair and
overseeing senior executive and all
employee remuneration policies across
the Group in alignment with the Group’s
reward principles.
Key areas of focus in FY 2024
• Ensuring correct implementation of the
Remuneration Policy for 2023-2025 in
line with the business strategy and
culture
• Setting an appropriate remuneration
package to support a successful
transition of the incoming CFO, as well as
appropriate leaver arrangements for the
outgoing CFSO
• Keeping under review the remuneration
arrangements across the Group,
including in response to feedback at the
AGM held in February 2024
• Continuing to monitor remuneration
practices across the Group and keeping
abreast of developments and best
practices in the wider market
• Monitoring the effectiveness of ESG,
including carbon reduction, targets in our
executive incentives to reinforce the
delivery of our strategy in this important
area.
Key priorities in FY 2025
• Design appropriate remuneration
arrangements for incoming CEO
• Monitor evolution of UK PLC
remuneration structures and best
practice, in preparation for setting of new
remuneration policy for FY 2026-2028
• Keep under review the inclusion of a
carbon reduction target in the PSP
scorecard
• Continue to support work being
completed within the Group to
strengthen remuneration transparency
and effectiveness across the wider
workforce.
94
Future plc
improve the productivity and retention
of our workforce, we will
continue to
include this measure in the annual bonus
for FY 2025.
In last year’s report we
highlighted that we are considering
introducing a carbon reduction target
as part of our PSP awards. Whilst
Future is not a large absolute emitter
of carbon, we acknowledge our
responsibility to contribute to mitigating
the risks from climate change, including
through managing our emissions.
We are also increasingly mindful of
the importance of this subject to our
employees, advertisers and other
stakeholders.
As you will be able to
see in the Responsibility Committee
Report (page 21), we have made great
progress in 2024 in measuring our
carbon emissions and setting a strategy
to achieve significant reduction goals
for 2030 and 2050.
We are not yet at
the stage where we have robust interim
targets over a three-year period, which
would be required for inclusion in this
year’s PSP award.
The Committee
therefore decided not to include a
carbon reduction target for this year but
to keep this under review as an option
going forward.
•
FY 2025 annual bonus targets:
Having
reviewed the metrics used for the annual
bonus scheme, the Committee decided
that the current format for Executive
Directors, with Adjusted Operating Profit
(‘AOP’) as the primary target with a 90%
weighting, was still appropriate.
AOP
is the key financial metric used by the
Company to measure its performance,
it is well understood by the leadership
team and provides transparency on
their progress towards our goals.
Last
year we introduced longer-term organic
revenue growth alongside Adjusted
Diluted EPS growth targets in the PSP
(see below), with the aim of balancing
management’s focus between longer-
term growth metrics as well as the
annual profit target.
As described
above, we will retain a 10% weighting
on Employee Engagement in the annual
bonus scheme.
•
FY 2025 PSP targets:
The Committee
significantly revised the performance
metrics for the PSP last year, to align with
the newly launched Growth Acceleration
Strategy.
The Committee considers
that the scorecard of measures
remains relevant and appropriate.
As a
reminder, the metrics are: Relative Total
Shareholder Return (40% weighting);
Adjusted Diluted Earnings per Share
(30% weighting); Organic Revenue
Growth (30% weighting).
The rationale
for selecting these metrics is described
in the FY 2023 Annual Report, on page
94.
Details of the actual targets for each
metric for FY 2025 PSP awards are
shown on page 102.
Variable pay outcomes in FY2024
The Company achieved Adjusted
Operating Profit of £223.6m on a
constant currency basis, warranting
25% payout of this element of the bonus
(90% of the opportunity). In addition, the
stretch target set in relation to improving
the Company’s Employee Engagement
score was exceeded, resulting in 100%
payout of this element (weighted 10%).
The overall bonus outcome warranted
for FY2024 performance was 32.5%
of maximum. 50% of the earned bonus
will be paid in cash and 50% will be
deferred in Future plc shares for two
years. In determining to make the bonus
payment to Jon Steinberg outlined
on page 99, the Committee operated
within the provisions of the approved
Remuneration Policy to pay a bonus to
a departing executive for a period of
active service. A number of factors were
taken into account by the Committee to
ensure the outcome was in the interests
of the Company and its stakeholders: Jon
served notice only after the end of the
performance year; he remains in active
service (and is expected to do so for a
number of months to come); the Growth
Acceleration Strategy he has implemented
continues to drive good strategic and
financial progress; and the partial
payout earned reflects the Company’s
performance relative to stretching targets
set at the start of the year.
Other than the buyout arrangements
outlined on page 101, Sharjeel Suleman
did not receive any element of bonus for
FY 2024.
He is eligible to be considered
for a bonus starting from FY 2025.
The Committee is satisfied that overall
pay outcomes in respect of FY 2024
are appropriate and reflect Future’s
performance during the year and the
experience of all key stakeholder groups.
The annual bonus outcome for the year
reflects a year of challenge but one in
which the Group returned to organic
revenue growth.
No Directors (current or former) had any
interests in long-term incentives vesting
during the year.
Use of discretion during FY 2024
Same as described on this page
in
relation to the annual bonus, the
Committee did not exercise discretion in
respect of remuneration outcomes during
the year.
Other areas of Remuneration Policy
implementation in FY2025
A summary of the approach to
implementation of the Remuneration
Policy outside the topics covered above is
as follows:
• In light of his decision to step down in
FY 2025, Jon’s base salary will not be
increased.
• The pension allowance for both
Executive Directors will continue to be
5% of base salary, which is aligned with
the workforce in the UK, where both
directors are based.
• The annual bonus potential will be set at
150% for the CFO. Any bonus payable
is delivered 50% in cash and 50% in
Future shares, deferred for two years.
As the conditions under which Jon will
leave Future are not yet confirmed, a
decision on his eligibility for a bonus
will be made at the appropriate time,
in accordance with the Company’s
Remuneration Policy.
• PSP awards for the CFO will be 167% of
base salary (at face value), in line with
our Remuneration Policy.
No new PSP
awards will be made to Jon Steinberg.
Wider workforce pay
The Committee recognises that the
cost of living continues to be a real
concern for a number of our colleagues,
although there are encouraging signs
of the high inflationary environment in
the UK, at least, where the majority of
our colleagues are located, reducing to
a more normalised level.
In relation to
FY 2025 salary increases, the overall
aim was to provide all employees with a
meaningful increase to their base salary
which reflected economic realities.
The
bonus payout for the wider workforce of
25% of their respective opportunities
aligns with the element of the CEO’s
payout of 25% based on the Adjusted
Operating Profit.
Employee Engagement
is not part of the wider workforce’s
bonus metric.
As noted on page 37, we are undertaking
a number of initiatives to ensure better
transparency and consistency in
approach to remuneration for the wider
workforce and to support colleague
development.
These include a full review
and refresh of our job architecture and a
new levelling structure, which will improve
our ability to support career development
and performance management. This
project also includes a full review of our
pay structures, ensuring that we are both
externally competitive and internally
consistent in our practices, from our
earliest-in-career colleagues through to
Corporate
Governance
Directors’ remuneration report
95
Annual Report and Accounts 2024
our Executive Leadership.
The rollout of
these updates to the workforce will begin
in early 2025.
As a company, we have not yet fully
met the expectation set out in the UK
Corporate Governance Code to engage
with the wider workforce about executive
pay decisions.
However, we expect that
this will flow naturally from the rollout
of the broader remuneration approach
mentioned above.
That said, we continue
to openly discuss pay with colleagues,
including directly addressing our Gender
Pay Gap in an all-company meeting, and
regularly address colleague questions
about our pay practices.
Future’s new company values include
being ‘results-driven’.
In service of that
cultural aim, the Company launched
the new goal-setting structure and
performance management process
referred to above, which allow the
Company to be consistent in its
evaluation of employees and structured
and fair about the link between
performance and remuneration.
Outcome of Annual General
Meeting in 2024
While the Committee was pleased that
shareholders approved the FY 2023
Directors’ Remuneration Report by a
large majority (80.59%) at our Annual
General Meeting in February 2024,
we acknowledge that a minority of
shareholders either withheld their votes
or voted against.
Through ongoing
engagement with shareholders in the
run-up to the AGM, the Committee
notes that there was no common
reason underpinning the decision not
to support the report. The Committee
keeps under review all feedback received
and is satisfied in the round that the
current Remuneration Policy (and its
implementation) remains fit for purpose
for Future at present, with pay levels and
award opportunities being appropriately
competitive for the experience,
contribution and performance of our
Executive Directors.
Conclusion
FY 2024 was another opportunity to
test the Remuneration Policy, in its
second year of implementation, having
successfully recruited a new CFO with
a remuneration package within the
parameters set out therein.
As we enter
the final year of the current policy, the
Committee will be undertaking its next
review and will look to engage with
investors in due course.
We are mindful
of the ongoing debate around the
competitiveness of UK pay and changes
to market practice ‘norms’ which might
arise as a result, and will consider this as
part of our review.
As a Committee, we are committed
to making responsible and measured
decisions around pay. I hope this report
provides clear and transparent disclosure,
including of the wider context that has
informed our decisions.
I thank my fellow Committee members
for their contributions during the year,
as well as the shareholders and proxy
agencies who have continued to provide
feedback.
As ever, we welcome all
shareholders’ feedback on this report and
we look forward to receiving your support
for the Annual Report on Directors’
Remuneration at our AGM on 5 February
2025.
Mark Brooker
Chair of the Remuneration Committee
4 December 2024
This report has been prepared in accordance
with the provisions of the Companies Act 2006,
and Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008 (as amended). It
also meets the requirements of the UK Listing
Authority’s Listing Rules and the Disclosure
and Transparency Rules. In accordance with
the Regulations, the following sections of the
Remuneration Report are subject to audit:
Subject matter:
• The single total figure of remuneration for
Directors and accompanying notes (page 98)
• Directors’ interests in share schemes (page
106)
• Payments to past Directors (page 105)
• The statement of Directors’ shareholdings and
share interests (page 105).
The remaining sections of the Report are not
subject to audit.
96
Future plc
The main features of the Remuneration
Policy as applied in FY 2024 are
summarised in the table below (where
references to the CFO are to Sharjeel
Suleman, who joined as an Executive
Director on 16 September 2024).
Details
of payments made to the former CFSO,
Penny Ladkin-Brand, who stepped
down as an Executive Director on 28
July 2024, are set out on page 105. The
table also includes details of how the
Remuneration Policy is intended to apply
in FY 2025:
Corporate
Governance
Element of
remuneration
Application of the Remuneration Policy
FY 2024
FY 2025
Paid over the financial year
Base salary
See page 99 for more
details
CEO: £730,000 (increased from £700,000 (+4.3%) from 1 December
2023)
CFO: £420,000
CEO: £730,000
CFO: £420,000
Pensions and
benefits
See page 99 for more
details
CEO: 5% of salary,
in line with the wider workforce
CFO: 5% of salary, in line with the wider workforce
Benefits comprise principally car allowance, private health insurance and
life assurance
CEO: 5% of salary
CFO: 5% of salary
No changes to other benefits
Paid in the year after the relevant financial year, with an element subject to mandatory deferral
Annual bonus
See page 99 for more
details
Maximum opportunities of:
CEO – 200% of salary.
For FY 2024, performance measures were
90% based on Adjusted Operating Profit, adjusting for any material
acquisitions, as required, and 10% based on Employee Engagement
CFO – n/a.
The CFO was not eligible to participate in the annual bonus for
FY 2024.
The CFO’s bonus opportunity at his former employer (and which
was forfeited on joining Future) was bought out as explained on pages
92 and 93
FY 2024 outcome of 32.5% of maximum, reflecting 25% of maximum
under the Adjusted Operating Profit element and 100% of maximum
under the Employee Engagement element
Awards are subject to malus and clawback (see page 111)
No change to the overall structure (including malus and clawback
provisions)
The performance measures for FY 2025 will be 90% on Adjusted
Operating Profit and 10% on Employee Engagement
The opportunity for the CFO will be 150% of salary.
Decision made on
award of CEO bonus at the appropriate time, in accordance with the
Remuneration Policy
Vest at least three years after grant, subject to performance conditions, with a post-vest holding period
Performance Share
Plan
See page 101 for more
details
CEO - Granted an award of c.296% of salary.
As described in last year’s
Report, the Remuneration Committee decided in FY 2023 to delay the
award of a further c.100% of salary that was anticipated to be made in
FY 2023, until FY 2024, when performance targets were set that aligned
with the new strategic plan.
For details, see page 92 of the FY 2023
Annual Report
Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year
Adjusted Diluted EPS performance and 30% on 3-year organic revenue
growth
CFO - No award granted as part of the annual PSP award cycle, however
a buyout award was made to the CFO in respect of awards made by
his former employer that he forfeited on joining Future,
as explained
on pages 92 and 93.
These awards vest subject only to continued
employment to the vesting date
CEO - No new awards will be granted.
Decision on existing PSP awards
to be made at the appropriate time, in accordance with the Remuneration
Policy
CFO - Will be granted an award of 167% of his base salary
Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year
Adjusted Diluted EPS performance and 30% on 3-year organic revenue
growth
Shareholding
requirements
See page 105 for more
details
CEO: 200% of salary
CFO: 200% of salary
No change
Remuneration at a glance
Directors’ remuneration report
97
Annual Report and Accounts 2024
The Remuneration Committee is
responsible for the remuneration of the
Executive Directors and Board Chair and
has oversight of senior executive and all
employee remuneration policies. This
includes ensuring that the Committee
is satisfied that all relevant regulatory
requirements have been complied with
in connection with employees of Future’s
regulated subsidiary.
In setting the remuneration of the
Executive Directors and other senior
executives, the Committee is mindful
of the importance of an appropriate
relationship between the remuneration
policies and practices for the Executive
Directors, senior executives, managers
and other colleagues within the Group.
The Company currently does not comply
with provision 41 of the 2018 Corporate
Governance Code in terms of workforce
consultation on executive remuneration,
however the background to this is
explained in the Chair’s introduction to
the Corporate Governance section on
page 74.
Remuneration at all levels in Future is
designed to support its remuneration
principles, long-term business strategy
and core purpose.
It is also designed to
be consistent with and to support the
Company’s core values.
The structure
of reward necessarily differs based on
scope and responsibility of role, level of
seniority and location.
The table below illustrates how the core
elements of Executive Director, Executive
Leadership Team and wider Future
leadership teams’ pay aligns with the
wider workforce.
Eligibility
Element of remuneration
Details
Employees at
all levels
Base salary
Salaries are generally reviewed annually, taking into account Company and individual performance, experience
and responsibilities. Future is committed to ensuring UK pay for colleagues is above not only the national
minimum but at least at the wage set by the Living Wage Foundation. This was introduced in 2021 and continues
to be reviewed and updated annually.
Benefits
Employees across all levels of the business are eligible for a range of competitive, voluntary benefits. For all
employees, Future offers health benefits, a cycle to work scheme, unlimited holiday and enhanced maternity,
paternity and adoption leave.
Pension
Pension planning is an important part of Future’s reward strategy for all employees because it is consistent with
the long-term goals and horizons of the business, an approach it has been practising for a number of years. The
specific Company offering differs by jurisdiction.
All-employee share plans
UK and US employees are strongly encouraged to become shareholders through the Share Incentive Plan (SIP)
or Employee Stock Purchase Plan (ESPP) and those participating are able to express their views in the same
way as other shareholders.
Performance-related
bonus - cash
All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group
performance. Maximum opportunities vary by employee level and jurisdiction.
Executive Directors and
other senior leadership
Other long-term
incentives
Key members of the senior management population are eligible to participate in long-term incentive
arrangements. Incentives for senior management have an emphasis on share awards and performance metrics.
Executive
Directors only
Performance-related
bonus - Deferred Annual
Bonus Plan (DABS)
Currently only Executive Directors are required to defer a proportion of their performance-related bonus into
Future shares under the DABS, which supports shareholder alignment. As a result, Executive Directors are the
only participants in the plan.
Shareholding guidelines
All employees are strongly encouraged to become shareholders to allow them to share in the success of the
Company. However, currently only Executive Directors are subject to formal shareholding guidelines (both in-
post and post-exit).
Remuneration across the company
98
Future plc
Annual report on remuneration
The following section provides details of how the Directors’ Remuneration
Policy was applied for the year ended 30 September 2024 and how the
Committee intends to apply the Policy in the year ending 30 September 2025.
Single figure of remuneration for Directors (audited)
The table below sets out a single figure for the total remuneration received for the last two financial years by each Executive and Non-Executive
Director who served in the year ended 30 September 2024.
£'000
Year end 30
September
(A) Basic salary
or fees¹
(B) Taxable
benefits²
(C) Annual
bonus³
(D) PSP⁴
(E) Pension
benefit⁵
(F) Other⁶
TOTAL SINGLE
FIGURE
(A+B+E) Total
fixed
(C+D+F) Total
variable
Executive Directors
Jon Steinberg
2024
725
97
475
-
36
-
1,333
858
475
2023
350
191
-
-
18
-
559
559
-
Sharjeel Suleman
2024
18
1
182
-
1
385
587
20
567
Non-Executive Directors
Richard Huntingford
2024
214
-
-
-
-
-
214
214
-
2023
207
-
-
-
-
-
207
207
-
Meredith Amdur
2024
61
-
-
-
-
-
61
61
-
2023
59
-
-
-
-
-
59
59
-
Mark Brooker
⁸
2024
79
-
-
-
-
-
79
79
-
2023
69
-
-
-
-
-
69
69
-
Rob Hattrell
⁹
2024
77
-
-
-
-
-
77
77
-
2023
75
-
-
-
-
-
75
75
-
Ivana Kirkbride
¹⁰
2024
56
-
-
-
-
-
56
56
-
Alan Newman
¹⁰
2024
72
-
-
-
-
-
72
72
-
2023
69
-
-
-
-
-
69
69
-
Angela Seymour-Jackson¹²
2024
88
-
-
-
-
-
88
88
-
2023
85
-
-
-
-
-
85
85
-
Former Executive Directors
Penny Ladkin-Brand¹³
2024
370
13
-
-
19
-
402
402
-
2023
406
15
-
-
21
-
442
442
-
Former Non-Executive Directors
Hugo Drayton¹⁰
2024
27
-
-
-
-
-
27
27
-
2023
80
-
-
-
-
-
80
80
-
Notes
1
Meredith Amdur is US-based. During FY 2024 Meredith received US$80,050 (FY 2023: US$73,600) as remuneration.
Ivana Kirkbride is US-based for tax.
During FY 2024 Ivana received US$71,623 (FY
2023: n/a) as remuneration.
In both cases, these amounts were based on the Sterling equivalent shown in the table above using the exchange rate of £1 = US$ 1.27 for the period from 1 January 2024
and £1 = US$1.3 for a small element of payment made in December 2023.
2
Benefits for Executive Directors comprised principally car allowance, private health insurance and life assurance. The figure for Jon Steinberg’s taxable benefits includes the amount of £78,248
relating to the final balance of his relocation allowance. There were no taxable expenses paid to any non-Executive Director in the year.
3
Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the DABS. Details relating to the Annual Bonus are set out on pages 92, 93
and 99.
4
The PSP figures are consistent with the approach taken in previous reports, i.e. awards are captured in the year that performance periods have ended (see page 106 for further details). No PSP awards
vested during the year. 2023 figure: zero, as no performance periods ended during FY 2023. Further details relating to the PSP are set out on page 108.
5
Jon Steinberg, Penny Ladkin-Brand and Sharjeel Suleman received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their
entitlement to any bonus, share-based incentive or pension entitlement.
6
This amount relates to Sharjeel Suleman’s stock buyout award from ITV, details of which are set out on pages 92 and 93.
7
This amount relates to Sharjeel Suleman’s bonus buyout award from ITV,
details of which are set out on pages 92 and 93.
8
Senior Independent Director and Chair of the Remuneration Committee. Mark Brooker became Senior Independent Director on 1 February 2024.
9
Consumer Duty Champion, GoCompare.com Limited.
10
Hugo Drayton was Chair of the Responsibility Committee until 31 January 2024, when he stepped down from the Board.
Ivana Kirkbride became Chair of the Responsibility Committee on 1 February
2024, having been appointed to the Board on 15 December 2023.
Ivana also became Designated Non-Executive Director for workforce engagement from 13 September 2024, the annual fee for which
is £7,600.
11
Chair of the Audit and Risk Committee.
12 Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.
13
Penny Ladkin-Brand stepped down from the Board on 28 July 2024. The 2024 figures shown in the table above relate to the period 1 October 2023 to 28 July 2024. Details of Penny’s other
remuneration in connection with her cessation of employment are set out in the relevant section on page 99 and on page 105.
Directors’ remuneration report
99
Annual Report and Accounts 2024
BASIC SALARY
The Committee takes into account a
number of internal and external factors
when reviewing salary levels. These
factors include the performance of Future
during the year, historic increases made to
the individual and, to ensure a consistent
approach, the salary review principles
applied to the rest of the organisation.
Further context and rationale for setting
the level of the new CFO’s salary can be
found on page 92.
FY2024
Jon Steinberg’s salary was increased
to £730,000 from 1 December 2023.
Sharjeel Suleman’s salary was £420,000,
which was paid from 16 September 2024,
the date he became an Executive Director.
Penny Ladkin-Brand was an Executive
Director until 28 July 2024. She received
an annual salary of £450,000, until
the termination of her employment, as
detailed on page 105.
FY 2025
As explained on page 94, the
Remuneration Committee decided to
approve no increase to Jon Steinberg’s
salary in FY 2025.
As mentioned on page 92, Sharjeel
Suleman’s salary will remain unchanged in
FY 2025.
His salary will first be eligible for
review with effect from 1 December 2025
and then annually thereafter.
PENSION AND BENEFITS
Pension entitlements
The only element of remuneration that
is pensionable is basic annual salary.
Employer pension contributions were
payable to the Executive Directors as an
additional cash payment, which is not
included in determining their entitlement
to any performance-related bonus, share-
based incentive or pension. The Company
had no liability in respect of the Executive
Directors’ pensions as at 30 September
2024.
FY 2024
Employer’s pension contributions were
payable to the Executive Directors as
a salary supplement, at a rate of 5%
of basic salary for Jon Steinberg and,
from 16 September 2024, for Sharjeel
Suleman.
This is aligned with the majority
of the Group’s UK employees’ pension
provision, following Provision 38 of the UK
Corporate Governance Code, as set out in
the Remuneration Policy.
Penny Ladkin-Brand received a
cash supplement in lieu of pension
contribution of 5% of salary, until her
departure on 28 July 2024.
FY 2025
Jon Steinberg and Sharjeel Suleman will
each receive a cash supplement in lieu of
pension contribution of 5% of basic salary.
Benefits
Benefits are provided at an appropriate
level taking into account market practice
at similarly sized companies and the level
of benefits provided for other employees
in the Company. Core benefits include car
allowance, private health insurance and life
assurance. The figure for Jon Steinberg’s
taxable benefits includes the final balance
of his relocation allowance. The Executive
Directors also have the opportunity to
participate in the Company’s SIP on the
same terms as other UK employees.
ANNUAL BONUS
The Company operates an annual bonus
for the Executive Directors. Maximum
opportunities are 200% of salary for
the CEO and 150% of salary for other
Executive Directors. The Committee
believes that the overall annual bonus
structure, including opportunity levels and
deferral mechanism, remains appropriate
for Future at this time.
FY 2024
For Jon Steinberg, the bonus opportunity
was 90% based on AOP and 10% based
on an ESG metric related to employee
engagement.
Penny Ladkin-Brand was not eligible to
receive a bonus for FY 2024, reflecting
her employment termination date of 28
July 2024, as explained on page 105.
As
noted in the Chair’s statement, Sharjeel
Suleman was not eligible to participate in
the FY2024 annual bonus.
Full details of the target ranges set at the
start of the financial year are set out in
the table on page 100 along with actual
outcomes for each measure and resulting
annual bonus payout. Of this amount,
50% will be paid in cash and 50% will be
deferred in Future plc shares for 2 years.
FY 2025
The Company will continue to operate
a profit pool bonus for all employees
across the Group. The annual bonus for
the Executive Directors will operate on
a similar basis to that operated for FY
2024. The maximum opportunity will
remain at 150% of salary for the CFO
(i.e. aligned with his predecessor), with
90% of the total bonus amount being
in relation to AOP and 10% in relation to
an ESG target, which, for FY 2025, will
continue to be Employee Engagement. As
explained in the Chair’s report, Employee
Engagement is a core KPI for us to
improve the productivity and retention of
our workforce and we will retain focus on
this measure through continued inclusion
of this target in the annual bonus award in
FY 2025.
Specific performance targets for the FY
2025 Annual Bonus are not disclosed due
to their commercial sensitivity, but will be
disclosed retrospectively in the FY 2025
Annual Report.
In accordance with the Policy, 50% of any
bonus earned will be deferred in Future
shares for 2 years under the DABS.
As explained on page 94, as the conditions
under which Jon Steinberg will leave
Context for
remuneration decisions
The context for the Committee’s
decision-making this year is set out
in the introductory letter on pages
92 to 95.
The purpose of our remuneration
policy is to deliver a remuneration
package that:
• Attracts and retains high calibre
Executive Directors and senior
managers in a challenging and
competitive business environment
• Avoids unnecessary complexity,
delivering an appropriate balance
between fixed and variable pay for
each Executive Director and the senior
management team
• Encourages long-term performance
by setting challenging targets linked to
sustainable growth
• Is aligned to the achievement of the
Group’s objectives and stakeholder
interests and to the delivery of
sustainable value to shareholders
• Seeks to avoid creating excessive risks
in the achievement of performance
targets
• Is consistent with the Group’s purpose
and values
• Is commensurate with pay conditions
across the Group
• Is aligned to the remuneration
principles set out on page 110
• Takes into account underlying
business performance and the wider
stakeholder experience
All our decisions as a Remuneration
Committee are framed by this context.
100
Future plc
Corporate
Governance
Annual bonus targets
DABS Awards granted during the year to 30 September 2024
No DABS were awarded during the year as the FY 2023 annual bonus was £nil.
Performance
measure
Threshold
Target
Max
Actual
%
weighting
% of maximum
achieved
Adjusted Operating Profit
£221.9m
£246.6m
£256.3m
£223.6m
1
90%
25.00%²
Employee engagement target
70%
-
72%
73.50%
10%
100%
Overall
32.50%
DABS Awards vested during the year to 30 September 2024
There were no awards granted under the DABS which had a vest date between 1 October 2023 and 30 September 2024.
Future are not yet confirmed, a decision
on the award of this bonus will be made at
the appropriate time, in accordance with
the Company’s Remuneration Policy.
LONG-TERM INCENTIVE PLANS
Value Creation Plan (VCP)
The VCP was explained in detail in the FY
2020 Annual Report (page 103).
All VCP awards held by former Executive
Directors have now lapsed.
The current
Executive Directors do not, and will not,
hold any awards under the VCP.
1
Constant currency basis, as explained on page 94.
2
The payout for outcomes between Threshold and Target was capped at 25% of maximum under this measure for the FY 2024 annual bonus
Directors’ remuneration report
101
Annual Report and Accounts 2024
Executive Director
Date of award
Shares granted
Market value on date
of award
Face value (and % of
salary)
End of performance
period
Normal vest date
Hold period
Jon Steinberg
21 December 2023
291,105
£7.42
£2,160,000 (296% of
salary)
30 September 2026
21 December 2026
2 years post vesting
FY 2024
PSP awards granted to the Executive Directors in FY 2024¹ are set out below:
1
Penny Ladkin-Brand was not eligible to receive a PSP award for FY 2024 as she had given notice of her intention to step down from the Board and as CFSO when the awards were made.
Details of the buyout
award made to Sharjeel Suleman are set out on pages 92 and 93.
Notes:
1 Straight Line vesting between Threshold and Stretch
2 The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE250 index excluding Investment Trusts
Buyout Awards for new CFO
Sharjeel Suleman was not eligible for an award under the performance-based PSP in FY 2024.
As noted in the Chair’s Statement, and similarly to the
annual bonus, the Committee agreed to compensate Sharjeel for outstanding share-based awards which he would forego on leaving his previous
employer.
To cover the value of Sharjeel’s unvested ITV share awards, he was awarded Future shares, which are shown in the table below.
Executive Director
Date of award
Shares granted
Market value on date of award
Face value (and % of salary)
Normal vest date
19 September 2024
12,261
£10.55
£129,358 (29%)
14 April 2025
Sharjeel Suleman
19 September 2024
15,050
£10.55
£158,787 (36%)
14 April 2026
19 September 2024
9,154
£10.55
£96,584 (22%)
14 April 2027
These awards are based 40% on relative TSR, 30% on Adjusted Diluted EPS growth and 30% organic revenue growth, all for the three years to end
FY 2026 as set out in the table below.
Any awards vesting will be subject to a mandatory 2-year holding period following the end of the 3-year performance period.
Measure
Weight
Measurement Date
Target
Vesting Outcome¹
Relative TSR²
40%
30 Sep 2026
Below Median
0%
At Median
25%
At Upper Quartile
100%
Adjusted Diluted EPS
30%
30 Sep 2026
Below 153.8p (3% CAGR)
0%
at 153.8p (3% CAGR)
25%
at 177.4p (8% CAGR)
100%
Organic revenue growth
(3 year average)
30%
30 Sep 2026
Below 1.5%
0%
1.5%
25%
5.0%
100%
The background to how these awards were calculated is detailed on pages 92 and 93.
To align with the awards foregone from his previous employer, these awards are not subject to further performance
conditions and will be applied towards Sharjeel’s shareholding guidelines.
102
Future plc
Corporate
Governance
Director¹
,²,³
Basic salary/fee
Taxable benefits
Bonus²
Executive Directors
FY 2024
FY 2023
FY 2022
FY 2021
FY 2020
FY 2024
FY 2023
FY 2022
FY 2021
FY2020
FY 2024
FY 2023
FY 2022
FY 2021
FY 2020
Jon Steinberg
4%
N/A
N/A
N/A
N/A
0%
N/A
N/A
N/A
N/A
100%
N/A
N/A
N/A
N/A
Sharjeel Suleman
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Penny Ladkin-Brand
10%
12%
N/A
N/A
8%
6%
21%
N/A
N/A
0%
N/A
−100%
N/A
N/A
53%
Non-Executive Directors
Richard Huntingford
3%
0%
2%
42%
18%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Meredith Amdur
4%
0%
4%
2%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mark Brooker
14%
0%
22%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Hugo Drayton
4%
0%
3%
19%
19%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Rob Hattrell
4%
26%
4%
20%
2%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Alan Newman
4%
0%
3%
23%
6%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Angela Seymour-Jackson
4%
0%
29%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
All employees
1%
8%
−2%
−6%
−1%
9%
15%
13%
−6%
3%
100%
−99%
−35%
−28%
0%
Notes:
1
Changes in Directors and roles during the FY 2024 financial year were as follows:
• Hugo Drayton stepped down from the Board and as Senior Independent Director and Chair of the Responsibility Committee on 31 January 2024.
• Ivana Kirkbride was appointed to the Board with effect from 15 December 2023 and became Chair of the Responsibility Committee on 1 February 2024.
• Mark Brooker became Senior Independent Director on 1 February 2024.
• Penny Ladkin-Brand stepped down from the Board on 28 July 2024.
• Sharjeel Suleman was appointed to the Board with effect from 16 September 2024.
2
The figures shown are reflective of any bonus earned during the respective financial year. Non-Executive Directors are not eligible to participate in the bonus scheme.
3
Remuneration for any part year served has been annualised for comparison purposes.
FY 2025
As noted on page 94, no new PSP awards will be made to the CEO in FY 2025.
The CFO’s award will be aligned to that of his predecessor at 167% of
salary.
The Remuneration Committee has reviewed the PSP performance conditions for FY 2025 and concluded that they still appropriately align
with the Group’s strategy.
The metrics used will remain the same as FY2024 - Relative Total Shareholder Return, Adjusted Diluted Earnings per Share
and Organic Revenue Growth:
In line with the Policy, any awards vesting for performance will be subject to a mandatory 2-year holding period.
Percentage change in remuneration of Directors and employees
As required under the reporting regulations, the Committee reviews the year-on-year change in the level of Board Director salaries, fees, taxable
benefits and bonus payments, compared with the wider workforce. This analysis displays a five-year history for all directors who served during FY
2024. The all-employee data is based on the average earnings per employee in order to avoid distortions to the Group’s total wage bill because of the
movements in the number of employees. The comparator group used is all Future employees.
Measure
Weight
Measurement Date
Target
Vesting Outcome
1
Relative TSR
2
40%
30 Sept 2027
Below Median
At Median
At Upper Quartile
0%
25%
100%
Adjusted Diluted EPS
30%
30 Sept 2027
Below 3% CAGR
At 3% CAGR
At 8% CAGR
0%
25%
100%
Organic Revenue Growth
(3 year average)
30%
30 Sept 2027
Below 1.5%
At 1.5%
At 5.0%
0%
25%
100%
Notes
:
1
Straight Line vesting between Threshold and Stretch
2
The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE250 index excluding Investment Trusts
Directors’ remuneration report
103
Annual Report and Accounts 2024
Group pay:
£188.3m
Group operating costs
excluding Group pay &
exceptional costs:
£411.4m
The chart above shows the actual
expenditure of the Group, and change
between the current and previous years,
on remuneration paid to all employees,
compared to the total operating costs for
the Group, excluding exceptional costs
and remuneration, investment in capital
expenditure, EBT share purchase and
distributions to shareholders.
These are considered to be the areas of
material outgoings for the Group
relating to core performance. Figures are
derived from the Group’s consolidated
financial statements. Distribution to
shareholders figures in the chart relate
to the dividends paid (or payable) for FY
2023 and FY 2024 being, respectively,
(i) the 3.4p final dividend for FY 2023,
paid in February 2024; and (ii) the 3.4p
final dividend proposed for the FY
2024 financial year, payable in February
2025. The FY 2024 dividend figure of
£3.8m in the chart above is based on the
issued share capital of 112.1m as at 30
September 2024.
The acquisition of own shares figure of
£63.1m is in relation to the share
buyback
programmes executed during
the year.
CEO pay ratio
UK reporting regulations require
companies with 250 or more UK employees
to publish information on the pay ratio of
the CEO to UK employees and to build this
up over time until it covers a rolling
10-year period.
In line with this requirement, the table below
adds to the prior years’ analysis, with the
ratio of CEO total pay to that of employee
pay received during the financial year ended
30 September 2024. This includes basic
salary, benefits, pension contributions and
the value received from incentive plans.
This year we continued the methodology
of calculating the ratios with Option A. The
data represents the FTE equivalent of all
2,195 UK employees as of 30 September
2024.
The employee calculation includes
all pay components that mirror the CEO
single figure of remuneration.
The data points are reflective of our
Company structure and types of roles
across the organisation and accordingly
the Committee believes the median pay
ratio for FY 2024 is consistent with the pay,
reward and progression policies for the
Company’s UK employees taken as a whole.
In the Fiscal Year ending on 30 September
2023, the CEO Pay Ratio was significantly
lower than in prior years due to neither
active CEO receiving performance
shares nor a bonus payment. While still
significantly lower than in prior years, this
year’s ratio shows an increase, primarily
driven by a bonus payout to the CEO
resulting from this year’s performance.
A summary of the salaries and total single
figures of remuneration for the relevant
individuals in FY 2024 is included in the
table below:
Relative importance of spend on pay
The relative importance of spend on pay for the business is shown in the table below.
Group operating costs
excluding Group pay &
exceptional costs:
£440.2m (+7%)
0
200
400
600
800
2024
2023
Acquisition of own shares:
£63.1m (+158%)
Distributions to shareholders:
£3.8m (-7%)
Capital expenditure:
£13.9m (+23%)
Acquisition of own shares:
£24.5m
Distributions to shareholders:
£4.1m
Capital expenditure:
£11.3m
CEO pay ratio
Financial Year
Calculation methodology
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
2024
Option A
42:1
33:1
23:1
2023
Option A
29:1
22:1
15:1
2022
Option B
104:1
86:1
65:1
2021
Option B
311:1
240:1
184:1
2020
Option B
107:1
84:1
66:1
Pay level
CEO
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
Salary
£725,000
£30,000
£38,094
£53,469
Single figure of remuneration
£1,332,499
£31,593
£40,953
£57,736
Group pay:
£201.4m
(+7%)
104
Future plc
Corporate
Governance
Fees for Non-Executive Directors and the Chair ¹
,
²
Non-Executive Directors do not participate in any of the Company’s share incentive arrangements, nor do they receive any benefits. Fees are reviewed
annually, in line with the wider workforce, with the Board Chair’s fees set by the Committee, and those for the Non-Executive Directors set by the Board
as a whole. The rates for the Chair’s and Non-Executive Directors’ fees are:
Review of past performance
This graph shows a comparison of Future’s total shareholder return (share price growth plus dividends) with that of the FTSE All-Share Media Index
and the FTSE Mid 250 Index (excluding investment trusts). The FTSE All-Share Media Index was selected as it provides a comparison of Future’s
performance relative to the other companies in its sector, whilst the FTSE Mid 250 Index is shown to reflect the Group having moved up to a
Commercial Companies Listing
1
and its inclusion in the FTSE250 index during 2019.
Total Shareholder Return
(Value of £100 invested on 30 September 2014)
1
Meredith Amdur and Ivana Kirkbride are paid in US$ and for FY 2024 this was subject to a fixed exchange rate of £1 = US$1.27 for the period from 1 January 2024 and £1 = US$1.3 for a small
element of payment made in December 2023. The increase to be applied to their fees, and to the fees of all the Non-Executive Directors, from 1 January 2025, will be 2.5%, which is below the
base salary increase for UK employees.
2
Future made a non-material correction to the Non-Executive Directors’ fees in January 2024, having slightly overstated the FY 2024 fees in its FY 2023 Annual Report and Accounts.
3
Ivana Kirkbride was appointed as Designated NED for workforce engagement with effect from 13 September 2024 and an additional fee was payable for that responsibility, from that date.
1
On 29 July 2024, Future’s shares were mapped to the new “equity shares (commercial companies)” segment, in accordance with the FCA’s changes to the UK Listing Rules.
1
Jon Steinberg waived any FY 2023 bonus entitlement.
Fees effective from 01 January 2024
Fees effective from 01 January 2025
Base fees
Board Chair
£215,963
£221,363
Non-Executive Director
£61,764
£63,308
Additional fees
Senior Independent Director
£10,847
£11,118
Audit and Risk Committee Chair
£10,847
£11,118
Remuneration Committee Chair
£10,847
£11,118
Responsibility Committee Chair
£10,847
£11,118
GoCompare.Com Limited Chair
£27,118
£27,796
GoCompare.Com Consumer Champion INED fee
£16,271
£16,678
Designated NED for workforce engagement³
-
£7,600
Zillah Byng-Thorne
Jon Steinberg¹
Year
FY 2015
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2023
FY 2024
CEO single figure of
remuneration £'000
£471
£347
£5,425
£10,881
£5,678
£3,685
£8,390
£2,776
£324
£559
£1,333
Annual Bonus
(% of maximum)
36%
0%
88%
100%
100%
100%
100%
88%
n/a
0%
32.5%
PSP Vesting
(% of maximum)
0%
0%
100%
100%
100%
100%
100%
100%
n/a
n/a
n/a
The table below shows the CEO’s single figure of remuneration and variable pay outcomes over the same period as the graph above.
£500
£1,000
£1,500
£2,000
£2,500
£3,000
£3,500
Sep 14
Sep 15
Sep 16
Sep 17
Sep 18
Sep 19
Sep 20
Sep 21
Sep 22
Sep 23
Sep 24
£0
Investment (£)
Future plc
FTSE Mid 250 Excluding Investment Trust Index
FTSE All-Share Media Index GBP
Directors’ remuneration report
105
Annual Report and Accounts 2024
Payments for loss of office (audited)
Chief Financial and Strategy Officer
Penny Ladkin-Brand stepped down as
CFSO and from the Board on 28 July 2024,
having served notice on 6 December 2023.
As she served notice to leave, to take up
another executive role, she was deemed not
to be a ‘good leaver’.
Her leaver arrangements were therefore as
follows:
• For the purposes of her basic salary and
contractual benefits, her termination date
was 28 July 2024.
All contractual notice
payments therefore ceased from that date.
The value of these payments are disclosed
in full in the single figure of remuneration
table on page 98.
• As of 28 July 2024, her FY 2024 bonus
opportunity, her unvested awards under
Tranches 2 and 3 of the VCP and her
unvested February 2023 PSP award lapsed.
In respect of her unvested DABS, in line
with the Policy, these awards subsist and
will vest in line with the original deferral
period and subject also to malus and
clawback.
In respect of her November 2018
and 2019 PSP awards (and 9 September
2022 deed of amendment top-up award),
as these awards had already vested for
performance, they subsist and, in the case
of the 2019 award, remain subject to the
mandatory 2-year holding period after
vesting. Penny has no other unvested
equity awards.
• All other terms of her departure remained
in place, including all holding periods
and her post-employment shareholding
requirement. Her non-compete, non-solicit
and non-poaching restrictions also applied
until 27 October 2024.
Payments to past Directors (audited)
No other payments were made to Penny
Ladkin-Brand beyond those described
above and set out in the single figure of
remuneration table on page 98. As noted on
page 74, Hugo Drayton stepped down from
the Board on 31 January 2024 and therefore
continued to receive his Non-Executive
Director’s fees until that date.
Hugo’s fees
for his tenure in FY 2024 are set out in the
single figure of remuneration table on page
98. There were no other payments to past
Directors during FY 2024.
Statement of Directors’ shareholding and
share interests (audited)
The Company has a policy on share
ownership by Executive Directors (as
amended with effect from the 2023 AGM)
which requires the CEO and the CFO to build
up a holding of shares (excluding shares that
remain subject to performance conditions)
of 200% of salary over a five-year period
from appointment.
In respect of Jon Steinberg, the period
commenced on 3 April 2023, the date upon
which he joined the Board.
Other than the
interests in shares included elsewhere in
this report, on page 106, Jon currently holds
90,617 shares, which he purchased on 18
May 2023 and which, as at 30 September
2024, were worth £916,138 (125% of
shareholding requirement).
This valuation
was based on the higher of the prevailing
closing mid-market share price on 30
September 2024 and the acquisition price,
in accordance with the Company’s policy on
share ownership.
In respect of Sharjeel Suleman, the period
commenced on 16 September 2024, the
date upon which he joined the Board.
Sharjeel currently holds an interest in
shares
being the buyout awards of 36,465
shares (see page 93 for details), which
were awarded on 19 September 2024 and
which, as at 30 September 2024, were
worth £207,759 net of tax (25% of his
shareholding requirement).
As there are
no performance conditions associated
with these awards they count toward his
shareholding requirement on a net of tax
value basis. This valuation was based on the
higher of the prevailing closing mid-market
share price on 30 September 2024 and the
acquisition price, in accordance with the
Company’s policy on share ownership.
Between 30 September 2024 and the sign
off date of this report there have been no
changes in the Directors’ interests in shares.
Directors in office at
30 September 2024¹
Balance as at
30 September 2023²
Purchases during
the year
Share scheme exercises
during the year
Sales during
the year
Balance as at
30 September 2024³
Executive Directors
Jon Steinberg
90,617
-
-
-
90,617
Sharjeel Suleman
-
-
-
-
-
Non-Executive Directors
Richard Huntingford
24,500
-
-
-
24,500
Meredith Amdur
385
-
-
-
385
Mark Brooker
1,500
-
-
-
1,500
Rob Hattrell
-
-
-
-
-
Alan Newman
8,750
-
-
-
8,750
Angela Seymour-Jackson
3,145
-
-
-
3,145
Ivana Kirkbride
-
-
-
-
-
Total
128,897
-
-
-
128,897
Notes
:
1.
All holdings are beneficial.
2. Or on appointment.
3. Details of the share options and awards for Executive Directors are set out on page 106. No such options or awards are granted to Non-Executive Directors.
4.
As at the date of stepping down as a Director, on 28 July 2024, Penny Ladkin-Brand held a beneficial interest in 26,728 shares, and retained interests in 48,853 shares through her unvested 2022 DABS award
and the vested 2019 PSP award which remains subject to its 2-year holding period. As at the date of stepping down as a director, on 31 January 2024, Hugo Drayton held a beneficial interest in 2,376 shares.
106
Future plc
Corporate
governance
Executive Director shareholdings
Directors’ interests in share schemes (audited)
Details of units, options and other share incentives held by Executive Directors who served during the year, and movements during the year, are set out
in the tables below:
DABS
Former Director
Date of Grant
End of deferral period
Balance at 1 Oct 2023
Granted during the
year
Released during the
year
Balance at 30
Sept 2024
Penny Ladkin-Brand
25 Nov 2019
First dealing day after the announcement of the
FY 2021 results
12,155
-
(12,155)
-
17 Dec 2020
First dealing day after the announcement of the
FY 2022 results
9,988
-
(9,988)
-
6 Dec 2022
First dealing day after the announcement of the
FY 2024 results
15,329
-
-
15,329
Total
37,472
-
(22,143)
15,329
PSP
Director
Date of Grant¹
Earliest exercise date
Expiry date
Exercise
price per
share (p)
Balance at 1
Oct 2023
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
Exercised
during the
year
Balance
at 30 Sept
2024
Jon Steinberg
19 May 2023
19 May 2026
19 May 2033
Nil
79,545
-
-
-
-
79,545
21 Dec 2023
21 Dec 2026
21 Dec 2033
Nil
-
291,105
-
-
-
291,105
Total
79,545
291,105
-
-
-
370,650
Sharjeel Suleman
2
19 Sept 2024
14 Apr 2025
19 Sept 2034
Nil
-
12,261
-
-
-
12,261
19 Sept 2024
14 Apr 2026
19 Sept 2034
Nil
-
15,050
-
-
-
15,050
19 Sept 2024
14 Apr 2027
19 Sept 2034
Nil
-
9,154
-
-
-
9,154
Total
-
36,465
-
-
-
36,465
Former director
23 Nov 2018
First dealing day after
the announcement of
the FY21 results
23 Nov 2028
Nil
76,344
-
-
-
(24,808)
51,536
Penny Ladkin-Brand
3
25 Nov 2019
First dealing day after
the announcement of
the FY22 results
25 Nov 2029
Nil
27,654
-
-
-
-
27,654
9 Sept 2022
First dealing day after
the announcement of
the FY22 results
25 Nov 2029
Nil
5,870
-
-
-
-
5,870
9 Feb 2023
8 Feb 2026
9 Feb 2033
Nil
22,808
-
-
(22,808)
-
-
Total
132,676
-
-
(22,808)
(24,808)
85,060
Notes:
1
Awards granted since November 2018 are subject to a mandatory 2-year holding period following vesting.
2
This award relates to Sharjeel Suleman’s buyout arrangement as detailed on page 93. These awards are not subject to further performance conditions.
3
On 1 November 2021 Penny Ladkin-Brand was appointed to the Board as an Executive Director.
Penny stepped down from the Board on 28 July 2024. See page 105 for details.
Penny’s February
2023 PSP award lapsed in full when she stepped down from the Board.
200%
Jon Steinberg
200%
150%
100%
50%
0%
Percentage of salary
Required Holding
Actual Holding
200%
125%
Sharjeel Suleman
200%
150%
100%
50%
0%
Percentage of salary
Required Holding
Actual Holding
200%
25%
Directors’ remuneration report
107
Annual Report and Accounts 2024
The key features of the VCP are set out in the FY 2022 Annual Report.
Governance
The Committee is responsible for determining
the overall remuneration policy of the Group,
and in particular:
• Determining the appropriate basic annual
salaries, incentive arrangements and terms of
employment of Executive Directors.
• Monitoring and reviewing the level and make-
up of the remuneration packages of senior
managers, including bonus schemes and
share-based incentives, and ensuring that
remuneration policies and practices do not
encourage excessive risk-taking.
• Setting the Board Chair’s remuneration.
• Approving the terms of any new share-based
incentive scheme for any employees of
the Group, subject, where appropriate, to
shareholder approval.
• The terms of reference of the Remuneration
Committee, reviewed annually, are available
on the Company’s website (www.futureplc.
com).
Advisers
The Committee is informed of key developments
and best practice in the field of remuneration
and obtains advice from independent external
consultants, when required, on individual
remuneration packages and executive
remuneration practices in general.
Ellason LLP is the Committee’s independent
adviser and was appointed by the Committee in
January 2021, to provide regulatory guidance,
advice on remuneration trends and advice on
other remuneration matters during the year.
Fees paid to Ellason for services provided to
the Committee during the financial year were
£67,090 (2023: £81,650) on the basis of time
and materials.
Ellason does not provide any other services
to the Group or any of the Directors and the
Committee is satisfied that Ellason remains
independent. Ellason is a member
and signatory to the Remuneration
Consultants’ Code of Conduct (www.
remunerationconsultantsgroup. com), which
requires that their advice be objective and
impartial.
Shareholder voting
The following table shows the results of the advisory vote
1
on the FY 2023 Remuneration Report at the 2024 Annual General Meeting, and the binding vote on
the Remuneration Policy, at the 2023 Annual General Meeting:
VCP
Director
Date of grant
Vesting date
Balance as at 1
October 2023
Granted during
the year
Forfeited
during the
year
Balance as at 30
September
2024
Holding period
Penny Ladkin-Brand
14 Apr 2021
The first Dealing Day after the
announcement of the FY23
results
20,000
-
(20,000)
-
Any shares awarded in respect
of tranche 1 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
9 Feb 2022
27,742
(27,742)
-
14 Apr 2021
The first Dealing Day after the
announcement of the FY24
results
20,000
(20,000)
-
Any shares awarded in respect
of tranche 2 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
9 Feb 2022
43,000
(43,000)
-
14 Apr 2021
The first Dealing Day after the
announcement of the FY25
results
20,000
(20,000)
-
Any shares awarded in respect
of tranche 3 will be subject
to a mandatory two-year
holding period after vesting (to
November 2025)
9 Feb 2022
43,000
(43,000)
-
Remuneration Report FY 2023
Remuneration Policy (2023 AGM)
For (including discretionary)
76,950,982 (80.59%)
91,450,475 (92.75%)
Against
18,529,409 (19.41%)
7,151,979 (7.25%)
Total votes cast (excluding withheld votes)
95,480,391 (82.88% of the total voting rights)
98,602,454 (81.59% of the total voting rights)
Votes withheld
578,011
6,222,568
Notes:
1.
As noted on page 105, Penny Ladkin-Brand’s entitlements under Tranches 2 and 3 of the VCP lapsed in full when she stepped down from the Board on 28 July 2024.
1
.
The Directors’ Remuneration Report, on page 95, includes further commentary on the Group’s response to the votes against or withheld.
108
Future plc
Directors’ Remuneration Policy
The current Directors’ Remuneration Policy (the ‘Policy’) was approved by shareholders at Future’s AGM on 8 February 2023, and will apply from that
date for a period of up to three years.
For full details of the Policy, please refer to the FY 2022 Annual Report.
Corporate
Governance
Element
Objective and link to strategy
Operation
Basic annual
salary
To recruit, retain and motivate individuals of a high calibre and
reflect the skills, experience and contribution of the relevant
Director.
Basic annual salary is paid in 12 equal monthly instalments during the year
and is reviewed annually. When assessing the level of basic annual salary, the
Committee takes into account performance, market conditions, remuneration
of equivalent roles within comparable companies, the size and scale of the
business and pay in the Group as a whole.
Benefits
To ensure broad competitiveness with local market practice.
Current benefits available to Executive Directors are car allowance, permanent
health insurance, healthcare and life assurance.
Additional benefits may be offered if deemed appropriate.
Pension
To reflect wider workforce practices and broad
competitiveness with market practice at the relevant time.
The Company shall make a contribution up to a maximum percentage of basic
annual salary set to reflect workforce practices at the time and in the relevant
jurisdiction.
All-employee
share plans
To encourage share ownership by employees and align their
interests with those of shareholders.
The Company operates all-employee schemes in the UK and the US, with
invitations made under the UK HMRC-Approved Share Incentive Plan (“SIP”)
in the UK and under the US Employee Stock Purchase Plan (“ESPP”) in the US.
Executive Directors may participate in the all-employee scheme that
operates in their country of residence on the same terms as other employees.
Performance-related
bonus
To incentivise and reward strong performance against annual
targets linked to delivery of the strategic plan.
Targets are set annually by the Committee, based on:
(i) financial performance against budget and, at the
Committee’s discretion;
(ii) strategic targets which may be set on a collective basis or
tailored for each Executive Director.
The Committee sets financial targets based on a number of reference points,
including performance during the previous financial year and the budget for
the forthcoming year. Strategic objectives will be set, and performance of the
individual against these assessed, at the Committee’s discretion.
50% of any performance-related bonus earned will be delivered by way of a
deferred share award, which will vest two years after the award date.
A payment equal to the value of dividends, which would have accrued on
deferred awards, may be made following the release of awards to participants,
either in the form of cash or as additional shares.
Payments and awards in relation to the performance-related bonus are subject
to malus and clawback provisions, further details of which are included as a note
to the Policy table.
Long-term share-based
incentive (PSP)
To incentivise sustained long-term performance that
supports the creation of value for shareholders.
Annual awards of conditional shares or nil-cost options that normally vest
subject to three-year performance against targets set at grant.
Awards are subject to a mandatory two-year holding period following the end
of a three-year performance period.
The scheme rules allow the Committee discretion to change the performance
targets and the Committee shall be entitled to exercise its discretion to
change performance criteria to the extent that it reflects market practice
and/or the Committee considers alternative performance targets to be more
appropriate to the business.
A payment equal to the value of dividends, which would have accrued on
vested awards, may be made following the release of awards to participants,
either in the form of cash or as additional shares.
Awards under the PSP are subject to malus and clawback provisions, further
details of which are included as a note to the Policy table.
Directors’ remuneration report
109
Annual Report and Accounts 2024
Max. potential value
Performance measure
Salary increases shall generally reflect market conditions, performance of the
individual, new challenges or a new strategic direction for the business.
There may be occasions when the Committee needs to recognise circumstances
including, but not limited to: an individual’s development in the role, a change in the
responsibility and/or complexity of the role. In these circumstances, the Committee
may award a higher annual increase than the average for the workforce, the rationale
for which will be explained to shareholders in the Annual Report on Remuneration.
Not applicable.
The Company shall continue to provide benefits to Executive Directors at similar
levels; where insurance cover is provided by the Company, that cover shall be
maintained at a similar level and the Company shall pay the prevailing market rates
for such cover.
Not applicable.
The maximum contribution payable to the Executive Directors is aligned to that
offered to the majority of employees in the UK (currently 5% of salary).
Not applicable.
SIP: the maximum participation level will be aligned with the limits set out in UK
tax legislation.
ESPP: monthly savings towards share purchases with a maximum value of
US$25,000 per calendar year, based on the market value of the Company’s
ordinary shares at grant.
Not applicable.
Maximum opportunity: 200% of basic annual salary.
The maximum bonus opportunity for each Executive Director is disclosed in the
Annual Report on Remuneration and shall only be payable for outperformance of
stretching targets.
Target performance will typically deliver up to 50% of maximum bonus, with
threshold performance typically paying up to 25% of maximum.
The performance measures’ relative weightings and targets are set annually by the
Committee. Details of the measures and their relative weightings are disclosed annually
in the Annual Report on Remuneration with the targets disclosed at such time as they are
not deemed to be commercially sensitive, or where disclosing all targets at the same time
is considered to be the most transparent approach. The Committee retains discretion
to adjust the targets if events occur which lead it to conclude that they are no longer
appropriate.
The Committee also retains discretion to adjust the outcome of the performance-related
bonus for any performance measure if it considers that to be appropriate.
Normal maximum annual award face value: 200% of salary
Exceptional maximum annual award face value: 300% of salary.
Threshold performance will generally result in up to 25% of maximum vesting for
that element.
Performance measures will be selected at the start of each cycle to align with drivers
of Future’s strategy and long-term shareholder value creation. Strategic measures,
if used, will not be weighted more than 25% of the award opportunity. Financial
measures may include, but are not limited to, profitability, cash, returns and total
shareholder return.
Performance targets are set by the Committee at grant and disclosed in the Annual
Report on Remuneration, provided they are not deemed to be commercially sensitive.
At the end of the three-year performance period, the Committee will assess
performance against the targets set and determine, in its absolute discretion, the
overall level of vesting of the award.
110
Future plc
Corporate
governance
Remuneration Principles
As set out in the Chair’s Statement, the
Committee continues to monitor evolving
best practice on remuneration matters and
welcomes dialogue with shareholders on an
ongoing basis.
Dilution
Awards under Future plc incentive plans may be
satisfied by treasury shares or the issue of new
shares or the purchase of shares in the market.
Under Investment Association guidelines,
the issue of new shares or reissue of treasury
shares under a plan, when aggregated
with awards under all of a company’s other
schemes, must not exceed 10% of the issued
ordinary share capital (adjusted for share
issuance and cancellation) in any rolling
ten-year period. As at 30 September 2024 this
limit had not been exceeded (7.6%).
The Company has also applied, since 2021,
a secondary, ‘5% in 10 years’ dilution limit,
for any future discretionary awards, in line
with generally-accepted principles of good
governance. As at 30 September 2024 this
limit had not been exceeded as all currently
expected dilution is covered by shares held in
the Company Employee Benefit Trust (nil%),
for the purpose of covering outstanding share
options.
Clarity
Code provision: Remuneration arrangements
should be transparent and promote effective
engagement with shareholders and the
workforce.
• Our Policy is designed to be sustainable and simple. It supports and rewards diligent and effective stewardship that is vital to
the delivery of Future’s core purpose of changing people’s lives through sharing our knowledge and expertise with others,
making it easy and fun for them to do what they want; and our strategy of creating value for shareholders and all
stakeholders.
• The Policy is embedded into the business and is well understood by participants and shareholders alike.
As noted last year,
the one major update – the removal of the VCP going forward – serves to simplify our overall approach to executive
remuneration and respond to shareholder feedback on the leveraged and one-off nature of the VCP opportunity.
• The Policy clearly sets out the terms under which it can be operated including appropriate limits in terms of quantum, the
measures which can be used and discretions which could be applied if appropriate.
• Transparency in approach remains a cornerstone of our Policy. Detailed disclosure of the relevant performance
assessments and outcomes is provided at the appropriate time in the spirit of transparency for shareholders.
Simplicity
Code provision: Remuneration structures
should avoid complexity and their rationale
and operation should be easy to understand.
• The Company operates an approach to remuneration that is simple to understand and familiar to key stakeholders. Its
structure is simple and comprises three key elements:
– Fixed element: comprising base salary, taxable benefits and a pension allowance;
– Short-term element: an annual performance-related bonus with relevant targets measured over the financial year, paid
half in cash and half in shares deferred for a two year period; and
– Performance share element: based on three-year performance and normally released no earlier than five years from grant.
• No complex or artificial structures are required to operate the plans.
• We explain our approach to pay clearly and simply.
Risk
Code provision: Remuneration arrangements
should ensure reputational and other risks
from excessive rewards, and behavioural risks
that might arise from target-based incentive
plans, are identified and mitigated.
• Appropriate limits are stipulated in the Policy and within the respective plan rules.
• The Committee also has appropriate discretions to override formulaic outturns under the incentive plans.
• Regular interaction with the Audit and Risk Committee and the Responsibility Committee ensures relevant risk factors and
appropriate ESG targets are considered when setting or assessing performance targets.
• Clawback and malus provisions are in place across all incentive plans and the triggers for these provisions have been
recently reviewed and strengthened.
• Target metrics for our long-term incentive schemes will be selected to provide a balance between financial measures and
shareholder returns, reducing the reliance on any one metric.
Predictability
Code provision: The range of possible values
of awards to individual directors and any other
limits or discretions should be identified and
explained at the time of approving the policy.
• The possible reward outcomes can be easily quantified and these are regularly reviewed by the Committee.
• The graphical illustrations provided in the Policy clearly show the potential scenarios of performance and pay outcomes
which would result.
• Performance is reviewed regularly so there are no surprises when performance is assessed at the end of the period.
Proportionality
Code provision: The link between individual
awards, the delivery of strategy and the
long-term performance of the Company
should be clear. Outcomes should not reward
poor performance.
• Variable incentive outcomes are clearly aligned to delivery of the strategy.
• The Committee also has the discretion to override formulaic outcomes if they are deemed inappropriate in light of the wider
performance of the Company and the experience of stakeholders.
Alignment to culture
Code provision: Incentive schemes should
drive behaviours consistent with company
purpose, values and strategy.
• When considering the alignment of incentive plans and culture the Committee considers the following:
• Metrics – ensuring that performance targets are aligned to culture and do not drive the wrong behaviours.
• Governance – ensuring adoption of best practice through a robust malus and clawback policy with a substantial list of
relevant trigger events, such as corporate failure and reputational damage. The Committee also retains discretion under the
plan rules to override formulaic vesting outcomes and to extend holding periods. These initiatives enable the Committee to
satisfy itself that the right steps have been taken to ensure executive remuneration is appropriate from a cultural context.
• Engagement – understanding remuneration for the wider workforce and ensuring that pay decisions are aligned across the
Group and wider engagement with our stakeholders, including our employees. Further details can be found on page 96.
Directors’ remuneration report
111
Annual Report and Accounts 2024
Performance measure selection and approach to target setting
Measures used under the performance-
related bonus are selected annually
to reflect the Group’s main short-
term objectives and can reflect both
financial and non-financial priorities, as
appropriate. Details of the measures
selected, and the rationale for doing so,
will be disclosed in the relevant Directors’
Remuneration Report.
Targets applying to the performance-
related bonus are reviewed annually,
based on a number of internal and
external reference points. Performance
targets are set to be stretching but
achievable, with regard to the particular
strategic priorities and the economic
environment in a given year. Targets are
typically not disclosed in advance due to
commercial sensitivity but will typically
be retrospectively disclosed in full,
following the year-end, to the extent that
such commercial sensitivity concerns no
longer apply.
The PSP scorecard will be determined
at the time of grant and may include
measures of profitability (such as EPS),
capital allocation discipline (such as
ROCE), strategic priorities (such as ESG)
and measures that reflect long-term
success (such as TSR). Measures will be
selected to align with the Group’s stated
strategy (and key performance indicators
thereof) and our underlying ambition to
deliver value creation for shareholders.
Targets applying to PSP awards will
normally be disclosed prospectively in the
relevant Annual Report on Remuneration
and are set using a similar methodology
to that described above in relation to the
performance-related bonus.
Remuneration for other employees
As described on page 97, all employees
of the Group receive a basic annual
salary, benefits, pension and annual
bonus (subject to financial performance).
The maximum value of remuneration
packages is based on the seniority and
responsibilities of the relevant role.
Future also implements long-term equity
incentives to key employees, to help
ensure not only an alignment of interests
internally, but also between our colleague
base and shareholders.
Shareholding guidelines
The Committee strongly believes in
aligning the interests of Executive
Directors and shareholders. Shareholding
guidelines were formalised in 2018 to
require Executive Directors to acquire
and maintain a holding of Future shares
(excluding shares that remain subject
to performance conditions), within five
years of appointment and defined as a
percentage of salary.
The shareholding
guideline applying to Jon Steinberg as
CEO and Sharjeel Suleman as CFO under
the 2023 Policy is 200% of salary.
Details
of the Executive Directors’ current
shareholdings are provided on page 105.
Additionally, Executive Directors will
normally be expected to maintain a
holding of Future shares for a period after
their employment with the Company.
This shareholding guideline is equal
to the lower of an Executive Directors’
actual shareholding at the time of their
departure and the shareholding
requirement in effect at the date of their
departure, with such shares to be held
for a period of at least two years from
the date of ceasing to be an Executive
Director. The specific application of this
shareholding guideline will be at the
Committee’s discretion.
Malus and clawback
Payments and awards under the
performance-related bonus and PSP
are subject to malus and clawback
provisions, which can be applied to both
vested and unvested awards. Malus and
clawback provisions will apply for a period
of at least two years after payment or
vesting. Circumstances in which malus
and clawback may be applied include a
material misstatement of the Company’s
financial accounts, fraud or serious
misconduct on the part of the award-
holder, an error in calculating the award
vesting outcome, corporate failure or
reputational damage.
Incentive plan participants are required
to acknowledge their understanding
and acceptance of the malus and
clawback provisions as a pre-condition to
participating in these plans. The
Committee is satisfied that the malus and
clawback provisions are appropriate and
enforceable.
Pay for performance scenarios
The chart on the next page provides
an illustration of the potential future
reward opportunities for the CFO, and
the potential split between the different
elements of remuneration under three
different performance scenarios:
‘Minimum’, ‘On-target’, and ‘Maximum’.
There is no chart for the CEO as he will
step down in FY 2025.
Potential reward opportunities are
based on Future’s remuneration policy,
applied to current base salary. The
performance-related bonus is based
on the maximum opportunities set
out under the remuneration policy for
normal circumstances. The PSP award
opportunity shown in the charts for the
CFO is based on the grant date face value
referred to on page 101.
The ‘Minimum’ scenario reflects base
salary, pension and benefits (i.e. fixed
remuneration) which are the only
elements of the Executive’s remuneration
packages not linked to performance.
The ‘Target’ scenario reflects fixed
remuneration as above, plus
performance-related bonus payout of
50% of maximum and threshold PSP
vesting (assumed to be 25% of maximum
for the purposes of this illustration).
The ‘Maximum’ scenario includes fixed
remuneration and full payout of the
performance-related bonus and 100%
vesting of the PSP (for illustration
purposes).
The Companies (Miscellaneous
Reporting) Regulations 2018 require a
fourth scenario, showing the value at
maximum assuming share price growth
of 50% for the purpose of long-term
incentive awards. This is reflected in
relation to the illustrative PSP valuations
shown in the charts on the following page:
112
Future plc
Corporate
governance
Pay for Performance scenarios
FY 2025 remuneration assumptions
Fixed remuneration
PSP
Performance-related bonus
Executive Director
Sharjeel Suleman
Salary
£420,000
Pension
5% of salary
Benefits
£15,125
Performance-related
bonus (% of salary)
Target: 75%
Maximum: 150%
Performance Share
Plan (% of salary)
Threshold: 42%
Maximum: 167%
Maximum plus 50%
share price growth: 250%
Sharjeel Suleman
3000
2500
2000
1500
1000
500
0
Remuneration (£000)
£456
Minimum
On-target
Maximum
Maximum
Plus 50% share price
appreciation
£946
£1,788
£2,138
100%
48.2%
25.5%
21.3%
29.5%
35.2%
33.3%
18.5%
39.3%
49.2%
Element
Objective and link to strategy
Operation
Max. potential value
Performance measure
Fees
To attract and retain high calibre
Non-Executive Directors with broad
commercial and other experience
relevant to the Company and
reflecting the time commitment and
responsibilities of these roles.
Non-Executive Directors’ fees are reviewed
annually and paid in 12 monthly instalments.
In addition to the base fee, additional fees are
payable for acting as Senior Independent
Director and as Chair of any of the Board’s
Committees (other than the Nomination
Committee).
If the Board requires the formation
of an additional Board Committee, fees for the
Chair (and where relevant, membership) of such
Committee will be determined by the Board at
the time.
The fees paid to the Chair are determined by the
Committee, whilst the fees of the Non-Executive
Directors are determined by the Board.
Expenses incurred by the Chair and the
Non-Executive Directors in the performance of
their duties (including taxable travel and
accommodation benefits) may be reimbursed or
paid for directly by the Company, as appropriate.
Non-Executive Director fee
increases are applied in line
with the outcome of the
annual fee review and would
normally be aligned with the
increase awarded to the
workforce.
Fees for the year under
review and for the following
year are set out in the Annual
Report on Remuneration on
page 104.
Aggregate fees paid to
non-Executive Directors are
subject to the limits set out in
the Articles of Association.
Not applicable.
Policy table for Non-Executive Directors
Non-Executive Directors are not eligible to participate in any performance-related bonus, share incentive schemes or pension arrangements. Details of
the policy on fees paid to Non-Executive Directors are set out in the table below:
Directors’ remuneration report
113
Annual Report and Accounts 2024
Element of remuneration
Approach
Maximum % of salary
Salary
The base salaries of new appointees will be determined by reference to relevant market data, experience and
skills of the individual, internal relativities and their current basic salary.
The Committee may approve a higher basic annual salary for a newly appointed Director than the outgoing
Director received, where it considers it necessary in order to recruit an individual of sufficient calibre for the
role. Alternatively, where new appointees have initial basic salaries set below market-level, any shortfall may be
managed with phased increases over a period of up to three years subject to the individual’s development in the
role (and which may exceed the workforce average increase).
n/a
Benefits
New appointees will be eligible to receive benefits which may include (but are not limited to) the provision of a
car allowance, permanent health insurance, healthcare and life assurance.
If the Director is required to relocate, our policy is to provide reasonable, time-limited relocation, travel and
subsistence payments at the discretion of the Committee.
New appointees will also be eligible to participate in all-employee share schemes, where relevant.
n/a
Pension
New appointees will receive company pension contributions or an equivalent cash supplement aligned to that
offered to other new employees in the relevant jurisdiction at the time of appointment.
n/a
Performance-related bonus
The structure described in the Policy table will apply to new appointees with the relevant maximum being
pro-rated to reflect the proportion of employment over the year. If used, individual and/or strategic targets may
be tailored to the priorities agreed for the executive over the remainder of the relevant financial year.
200%
Share incentive schemes
New appointees will be granted awards under the PSP on the same terms as other executives, as described in
the Policy table.
300%
Approach to recruitment remuneration for external Executive Director appointment
In line with our principles on remuneration, the Committee’s objective at the time of an appointment to a new role is to weight Executive Directors’
remuneration packages towards performance-related pay that is linked to targets set for the financial performance of the Group against budget and the
Group’s performance against its business objectives and stated strategy. Any new Executive Director’s remuneration package would include the same
elements as those of the existing Executive Directors, as shown below:
In determining an appropriate
remuneration package, the Remuneration
Committee will take into consideration
all relevant factors (including quantum,
nature of remuneration and the
jurisdiction from which the candidate was
recruited) to ensure that arrangements
are at the same time fair to the individual
and in the best interests of the Company
and its stakeholders.
The Committee may make an award to
buy out incentive arrangements forfeited
by a new appointment on leaving a
previous employer on a like-for-like basis,
which may be awarded in addition to the
remuneration structure outlined in the
table above. In doing so, the Committee
will consider relevant factors including
time to vesting, any performance
conditions attached and the likelihood
of these being met. Any such buy-out
awards would typically be made under the
existing bonus or PSP schemes, except
that the terms of the buy-out award
may diverge from these as necessary to
replicate the terms of the award being
replaced. In exceptional circumstances
the Committee may use the exemption
permitted within the UK Listing Rules. Any
buy-out awards would have a fair value no
higher than that of the awards forfeited.
Internal Executive Director appointment
In cases of appointing a new Executive
Director by way of internal promotion, the
Remuneration Committee and Board will
be consistent with the policy for external
appointees detailed above (except in
relation to buy-outs). Where an individual
has contractual commitments made prior
to their promotion to Executive Director
level (and not in connection with their
promotion to this level), the Company will
continue to honour these arrangements
(other than pension contribution) even if
these are not provided for by the Policy in
force at the time of appointment (or when
the arrangements were originally agreed).
Non-Executive Directors
In recruiting a new Non-Executive
Director, the Remuneration Committee
will use the policy as set out in the table on
page 112.
Service contracts and
loss of office
payments
Copies of Directors’ service agreements
and letters of appointment are available
for inspection on request at the
Company’s registered office.
114
Future plc
Corporate
governance
Executive Directors
In summary, the contractual provisions for current Executive Directors are as follows:
As noted on page 94, Jon Steinberg
informed the Board, after market close
on 17 October, of his decision to
step
down from the Board and as CEO in
2025.
On the basis of his twelve month
notice period, his service contract will
therefore expire on 17 October 2025.
Sharjeel Suleman has a rolling service
contract which, as noted above,
provides for twelve months’ notice on
either side.
The following payments may also be
made to departing Executive Directors,
depending on circumstances:
1. Any share-based entitlements
granted to an Executive Director
under Company share plans will be
determined based on the relevant
plan rules. In certain prescribed
circumstances, such as death, ill-
health, injury, disability, redundancy,
retirement or other circumstances at
the discretion of the Committee, ‘good
leaver’ status may be applied. Under
the PSP, for good leavers, awards
will normally be reduced pro-rata to
reflect the proportion of the vesting
period actually served and tested for
performance at the end of the original
performance period. Under the VCP,
for good leavers, the Committee has
determined the default ‘good leaver’
treatment to be for awards in the
current tranche to be prorated to the
termination date, with the residual
units in the current tranche, and units in
future tranches, lapsing in full. PSP and
VCP awards which are subject to an
additional holding period will typically
be retained and released at the end of
the holding period, with Committee
discretion to accelerate the release of
such awards on an exceptional basis
in certain good leaver circumstances,
or on a change of control. Deferred
bonus shares will normally be retained
by the Executive Director and
released in full following completion
of the applicable deferral period, with
Committee discretion to accelerate
the vesting of awards in certain good
leaver circumstances, or on a change
of control;
2. A bonus may be payable for the
period of active service in certain
prescribed good leaver circumstances
and in other circumstances at the
discretion of the Committee and
subject to the achievement of the
relevant performance targets. Deferral
requirements will typically continue
to apply to bonus payable in such
circumstances;
3. At the discretion of the Remuneration
Committee, a contribution to
reasonable outplacement costs may
be agreed in the event of termination
of employment due to redundancy.
The Committee also retains the
ability to reimburse reasonable legal
costs incurred in connection with a
termination of employment; and
4. Any payment for statutory
entitlements or to settle claims in
connection with a termination of any
existing or future Executive Director as
necessary.
Contract provision
Policy
Detail
Notice periods
Director or Company shall be entitled to serve twelve months’ notice.
A Director may be required to work during their
notice period or be put on garden leave.
Change of control
In the event of a change of control, a Director’s appointment may be terminated
within three months of the change of control by the Company, or on one month’s
notice by the Director (to expire no later than three months from the date of the
change of control).
In the event of termination by either the Director or the Company, the
Director will be entitled to receive twelve months’ salary
Directors’ remuneration report
115
Annual Report and Accounts 2024
Contract provision
Policy
Detail
Notice periods
Three months’ notice from either the Company or Director.
Appointed for a three year term, subject to annual
re-election by shareholders at the Company’s AGM.
Non-Executive Directors
External appointments
Executive Directors are encouraged to
hold a non-Executive role in addition to
their full-time position, in order to broaden
their experience, and may retain any
fees received in respect of such roles. All
appointments must first be agreed by
the Committee and must not represent a
conflict to their current role.
In respect of positions at listed companies
held by our current Executive DIrectors,
during the financial year ended 30
September 2024, neither Jon Steinberg
nor Sharjeel Suleman held any such
positions.
Penny Ladkin-Brand served as
Non-Executive Chair at Next 15 Group plc,
for which she was paid a fee, during the
period when she was an Executive Director
of Future.
Consideration of conditions elsewhere in
the Company
The Committee takes into consideration
the pay and conditions of employees
across the Group when determining
remuneration for Executive Directors.
During the year the Committee also
received feedback from employees via the
Engagement Survey, as well as subsequent
listening sessions and through questions
raised at Town Hall meetings.
The Committee and the full Board is
made aware of, and consulted on, the
Company’s Human Resources strategy
and takes seriously its obligation to have
a broad oversight on the operation of
fair pay policies elsewhere in the Group.
Further details of the Group’s approach to
compensation for the general workforce
are set out on page 94.
Consideration of shareholder views
The Remuneration Committee considers
shareholder feedback received as part
of any discussions with shareholders and
consults with shareholders on specific
matters as and when appropriate.
Approved by the Board and signed on its
behalf by
Mark Brooker
Chair of the Remuneration Committee
4 December 2024
Contents
Financial
Statements.
117
Independent auditor’s report
128
Consolidated income statement
128
Consolidated statement of
comprehensive income
129
Consolidated statement
of changes in equity
130
Company statement
of changes in equity
131
Consolidated balance sheet
132
Company balance sheet
133
Consolidated cash flow statement
133
Notes to the consolidated
cash flow statement
135
Material accounting
policy information
140
Notes to the financial statements
116
Future plc
Financial Statement
117
Annual Report and Accounts 2024
Independent auditor’s report to
the members of Future plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC
Report on the audit of the financial statements
1.
Opinion
In our opinion:
•
the financial statements of Future plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true
and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2024 and
of the group’s profit for the year then ended;
•
the group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
•
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced
Disclosure Framework”; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements which comprise:
•
the consolidated income statement;
•
the consolidated statement of comprehensive income;
•
the consolidated and parent company statements of changes in equity;
•
the consolidated and parent company balance sheets;
•
the consolidated cash flow statement and the related notes to the consolidated cash flow statement A
to B;
•
the material accounting policies information; and
•
the related notes 1 to 30.
The financial reporting framework that has been applied in the preparation of the group financial statements
is applicable law and United Kingdom adopted international accounting standards. The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United
Kingdom Generally Accepted Accounting Practice).
2.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the
‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
118
Future plc
responsibilities in accordance with these requirements. The non-audit services provided to the group and
parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
3.
Summary of our audit approach
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The key audit matter that we identified in the current year was:
•
Accuracy of revenue
Within this report, the key audit matter is identified as follows:
Newly identified
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The materiality that we used for the group financial statements was £6.0m which
was determined based on a blended set of benchmarks including revenue and
forecast profit before tax adjusted for transaction and integration related costs, as
defined in the Glossary, and exceptional items as defined in note 5.
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Our scoping covered 95% of the group’s revenue, 90% of the group’s profit before
tax, and 98% of the group’s net assets.
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Valuation of intangible assets acquired is no longer a key audit matter as there have
been no acquisitions in the current period. Accuracy of revenue has been identified
as a key audit matter due to the significant allocation of resources and effort in the
audit.
4.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt
the going concern basis of accounting included:
•
Understanding the processes and controls underpinning management’s forecasting of financial
performance and cash flow and determination of downside scenarios including those to support
accuracy of the models and the underlying data;
•
Evaluating the assumptions used in the forecasts by comparing key assumptions to industry
expectations, analyst reports and historic trends, and considering the group’s historic forecasting
accuracy and market capitalisation;
•
Assessing the adequacy of downside scenarios;
•
Performing sensitivity testing
considering the plausibility of a break even scenario;
•
Evaluating the financing facilities available to the group including nature of facilities, repayment terms
and covenants;
•
Assessing the business model and principal risks; and
•
Assessing the appropriateness of the going concern disclosures in the financial statements.
Financial
Statement
Financial Statement
119
Annual Report and Accounts 2024
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
5.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters included those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
5
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1
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Key audit matter
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The group’s revenue consists of a large number of low value transactions across a
variety of revenue streams which follow different pricing models, including e-
commerce, digital advertising, subscriptions, newstrade and distribution recognised
under IFRS 15. The group operates a number of distinct billing and order-entry
systems, and the IT landscape underpinning the end-to-
end revenue process is
complex in nature.
Due to the large number of transactions, varying revenue streams, and manual
intervention between differing IT systems and the groups main ERP system, this is an
area which requires a significant allocation of resources and effort in the audit,
therefore accuracy of revenue is identified as a key audit matter in our audit report.
We identified non-routine adjustments to revenue as an area with the greatest
potential for fraud.
Further details are included within the annual report on pages 6 to 19, 43 to 46 and
note 2 to the financial statements.
How the scope of our
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In response to the identified key audit matter we have performed the following
procedures:
i.
Obtained an understanding of relevant controls over the revenue
recognition cycle;
ii.
Collaborated with data and analytics specialists to build bespoke
analytics for digital advertising, e-commerce revenue and
subscriptions transactions recorded in the year for in scope
components. The analytics reconciled underlying transaction data
120
Future plc
with the revenue recognised by the group, identifying outliers in
the revenue population for further investigation;
iii.
Tested the accuracy and completeness of the data utilised in the
analytics, as well as the transactions recorded, through agreeing a
sample to supporting documentation;
iv.
Evaluated a sample of items by assessing, whether the
performance obligation was met in line with the revenue
recognition date in accordance with IFRS 15 and in line the terms of
trade with customers;
v.
Agreed a sample of year end trade receivables to cash received
after year end or evidence of meeting the performance obligation;
and
vi.
Considered the adequacy of the group’s revenue disclosures.
In addition, in response to the potential risk of fraud related to non-routine
adjustments to revenue, we used data analytics to identify revenue entries with
characteristics that appeared unusual, and assessed the appropriateness of these
entries by inspecting supporting documentation and evaluating the business
rationale.
Key observations
Based on the work performed, we determined the revenue recognised in the
period is accurate.
6.
Our application of materiality
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We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Group financial statements
Parent company financial statements
Materiality
£6.0m (2023: £7.3m)
£3.0m (2023: £4.3m)
Basis for
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Materiality has been based on a blended
set of benchmarks including revenue and
profit before tax adjusted for transaction
and integration related costs (defined in
the Glossary) and exceptional items
(defined in note 5). In FY23 this was based
on 5% of forecast profit before tax
adjusted for transaction and integration
related costs and exceptional items.
Parent company materiality is based on 1%
(2023: 1%) of net assets and capped at 50%
(2023: 60%) of group materiality.
Financial
Statement
Financial Statement
121
Annual Report and Accounts 2024
Materiality for the current year
represents:
•
0.8% of revenue (2023: 0.9%)
•
5.2% of profit before tax adjusted
for transaction and integration
related costs and exceptional
items (2023: 4.8%)
Rationale for the
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Both revenue and profit before tax
adjusted for transaction and integration
related costs and exceptional items are
key metrics used by management,
investors, analysts and lenders with
shareholder value being driven by the
result.
The company is non-trading and operates
primarily as a holding company. As such, we
believe the net asset position is the most
appropriate benchmark to use.
6
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We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent company financial statements
Performance
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70% (2023: 70%) of group materiality
70% (2023: 70%) of parent company
materiality
Basis and
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In determining performance materiality, we considered the following factors:
•
The quality of the control environment in the group;
•
The level of corrected and uncorrected misstatements identified in the previous
audit; and
•
The level of consistency in key management personnel.
6
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We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in
excess of £0.3m (2023: £0.4m), as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that
we identified when assessing the overall presentation of the financial statements.
122
Future plc
7.
An overview of the scope of our audit
7
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Our group audit was scoped by obtaining an understanding of the group and its environment, including group-
wide controls, and assessing the risks of misstatement at the group level.
Based on that assessment, we focused our group audit scope on six components including the parent
company, which were subject either to full scope audits (four components) or audits of specific account
balances (two components).
The six components represent the principal business units with the group’s reportable segments and account
for 95% (FY23: 95%) of the group’s revenue and 90% (FY23: 90%) of the profit before tax and 98% (FY23:96%)
of net assets. They were also selected to provide an appropriate basis for undertaking audit work to address
the risks of material misstatement identified above. Our audit work at these components were executed at
levels of materiality applicable to each individual entity, which were lower than group materiality ranging from
£2.1m to £3.0m (FY23: £3.6m to £4.3m).
At the group level we also tested the consolidation process and carried out analytical procedures on the
aggregated financial information of the remaining components not subject to full scope audit. None of these
components represented more than 2% of revenue or 5% of profit before tax individually. The group is
audited by one audit team, led by the senior statutory auditor.
7
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The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an
understanding of the relevant IT environment and the key general IT controls.
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, accounting estimates and revenue recognition. We did not rely on controls in any areas of
the audit and instead adopted a fully substantive approach.
Refer to the Audit and Risk Committee report on
page 86, for further details of the group’s internal controls.
9
9
4
4
%
%
1
1
%
%
5
5
%
%
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Full audit scope
Specified audit procedures
Review at group level
8
8
5
5
%
%
5
5
%
%
1
1
0
0
%
%
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Full audit scope
Specified audit procedures
Review at group level
8
8
4
4
%
%
1
1
4
4
%
%
2
2
%
%
N
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Full audit scope
Specified audit procedures
Review at group level
Financial
Statement
Financial Statement
123
Annual Report and Accounts 2024
7
7
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3
3
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The group has considered the potential impact of climate change on the group’s business and its financial
statements. Refer to the annual report on pages 54 to 70. We assessed the related disclosures with support
from ESG specialists and read the related narrative in the Corporate Responsibility report to consider whether
it is materially consistent with the financial statements and our knowledge obtained in the audit. We have also
evaluated the appropriateness of disclosures included in the financial statements in the material accounting
policies information on page 139.
8.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
9.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
10.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
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Future plc
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our auditor’s report.
11.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
1
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In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including the
design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and
performance targets;
•
the group’s own assessment of the risks that irregularities may occur either as a result of fraud or
error that was approved by the board on 16 September 2024;
•
results of our enquiries of management, internal audit, the directors and the audit and risk committee
about their own identification and assessment of the risks of irregularities, including those that are
specific to the group’s sector;
•
any matters we identified having obtained and reviewed the group’s documentation of their policies
and procedures relating to:
o
identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
o
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud; and
o
the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations.
•
the matters discussed among the audit engagement team and relevant internal specialists, including
tax, valuations, IT, ESG, data and analytics, fraud and regulatory specialists regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the area of non-routine adjustments to
revenue. In common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts
and disclosures in the financial statements. The key laws and regulations we considered in this context
included the UK Companies Act, UK Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the
financial statements but compliance with which may be fundamental to the group’s ability to operate or to
avoid a material penalty. These included FCA, GDPR, health and safety laws, and employment legislation.
1
1
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Financial
Statement
Financial Statement
125
Annual Report and Accounts 2024
As a result of performing the above, we identified non-routine adjustments to revenue as a key audit matter
related to the potential risk of fraud. The key audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
financial statements;
•
enquiring of management, the audit and risk committee and in-house legal counsel concerning actual
and potential litigation and claims;
•
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
•
reading minutes of meetings of those charged with governance, reviewing internal audit reports and
reviewing correspondence with HMRC;
•
in addressing the risk of fraud through management override of controls, testing the appropriateness
of journal entries and other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members including internal specialists and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified any material misstatements in the strategic report
or the directors’ report.
126
Future plc
13.Corporate Governance Statement
The UK Listing Rules require us to review the directors' statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the group’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
•
the directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 45;
•
the directors’ explanation as to its assessment of the group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 52;
•
the directors' statement on fair, balanced and understandable set out on page 86;
•
the board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 47;
•
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 86 and 87, and
•
the section describing the work of the audit and risk committee set out on page 85.
14.
Matters on which we are required to report by exception
1
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Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not received all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
1
1
4
4
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2
2
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Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15.
Other matters which we are required to address
1
1
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5
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Following the recommendation of the audit and risk committee, we were appointed by the board of directors
at the Annual General Meeting on 21 February 2021 to audit the financial statements for the year ended 30
September 2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm
is four years, covering the years ending 30 September 2021 to 30 September 2024.
Financial
Statement
Financial Statement
127
Annual Report and Accounts 2024
1
1
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5
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2
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Our audit opinion is consistent with the additional report to the audit and risk committee we are required to
provide in accordance with ISAs (UK).
16.
Use of our report
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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial
Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R.
This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has
been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Mark Tolley, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
4 December 2024
128
Future plc
Consolidated income statement
for the year ended 30 September 2024
Note
2024
£m
2023
£m
Revenue
1,2
Net operating expenses
3
(654.5 )
(614.4 )
Operating profit
Finance income
7
Finance costs
7
(31.8 )
(37.3 )
Net finance costs
(30.5 )
(36.4 )
Profit before tax
Tax charge
8
(26.4 )
(24.7 )
Profit for the year attributable to owners of the parent
Earnings per Ordinary share
Note
2024
pence
2023
pence
Basic earnings per share
10
Diluted earnings per share
10
Consolidated statement of comprehensive income
for the year ended 30 September 2024
Note
2024
£m
2023
£m
Profit for the year
Items that may be reclassified to the consolidated income statement:
Currency translation differences
(52.7 )
(42.9 )
(Loss)/gain on cash flow hedge (net of tax)
22, 25
(4.4 )
Other comprehensive expense for the year
(57.1 )
(38.5 )
Total comprehensive income for the year attributable to owners of the parent
Items in the statement above are disclosed net of tax.
Annual Report and Accounts 2024
Financial Statement
129
Consolidated statement of changes in equity
for the year ended 30 September 2024
Group
Note
Issued share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Treasury
reserve
£m
Cash flow
hedge
reserve
£m
Accumulated
exchange
differences
£m
Retained
earnings
£m
Total
equity
£m
Balance at 30 September 2022
(8.0 )
Profit for the year
Currency translation differences
(42.9 )
(42.9 )
Gain on cash flow hedge
22, 25
Deferred tax on cash flow hedge
14, 22, 25
(1.5 )
(1.5 )
Other comprehensive income/(expense) for the year
(42.9 )
(38.5 )
Total comprehensive income/(expense) for
the year
(42.9 )
Acquisition of own shares
23, 25
(0.3 )
(11.4 )
(13.5 )
(24.9 )
Share schemes
- Issue of treasury shares to employees
25
(4.1 )
- Share-based payments
6
- Current tax on options
(0.1 )
(0.1 )
- Deferred tax on options
14
Dividends paid to shareholders
9
(4.1 )
(4.1 )
Balance at 30 September 2023
(15.3 )
Profit for the year
Currency translation differences
(52.7 )
(52.7 )
Loss on cash flow hedge
22, 25
(5.9 )
(5.9 )
Deferred tax on cash flow hedge
14, 22, 25
Other comprehensive expense for the year
(4.4 )
(52.7 )
(57.1 )
Total comprehensive (expense)/income for
the year
(4.4 )
(52.7 )
Acquisition of own shares
23,25
(1.0 )
(76.7 )
(76.7 )
Merger reserve reduction
25
(472.9 )
Share premium reduction
25
(197.0 )
Share schemes
- Issue of treasury shares to employees
25
(4.4 )
- Share-based payments
6
- Current tax on options
(0.5 )
(0.5 )
- Deferred tax on options
14
Dividends paid to shareholders
9
(3.9 )
(3.9 )
Balance at 30 September 2024
(10.9 )
(24.9 )
130
Future plc
Company statement of changes in equity
for the year ended 30 September 2024
Company
Note
Issued share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Cash flow
hedge
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 30 September 2022
18.1
197.0
-
472.9
-
307.0
995.0
Profit for the year
-
-
-
-
-
57.3
57.3
Gain on cash flow hedge
22, 25
-
-
-
-
5.9
-
5.9
Deferred tax on cash flow hedge
14, 22, 25
-
-
-
-
(1.5)
-
(1.5)
Other comprehensive income for the year
-
-
-
-
4.4
-
4.4
Total comprehensive income for the year
-
-
-
-
4.4
57.3
61.7
Acquisition of own shares
23,25
(0.3)
-
0.3
-
-
(13.5)
(13.5)
Share schemes
- Issue of treasury shares to employees
25
-
-
-
-
-
(4.1)
(4.1)
- Share-based payments
6
-
-
-
-
-
7.6
7.6
Dividends paid to shareholders
9
-
-
-
-
-
(4.1)
(4.1)
Balance at 30 September 2023
17.8
197.0
0.3
472.9
4.4
350.2
1,042.6
Loss for the year
-
-
-
-
-
(23.8)
(23.8)
Loss on cash flow hedge
22, 25
-
-
-
-
(5.9)
-
(5.9)
Deferred tax on cash flow hedge
14, 22, 25
-
-
-
-
1.5
-
1.5
Other comprehensive expense for the year
-
-
-
-
(4.4)
-
(4.4)
Total comprehensive expense for the year
-
-
-
-
(4.4)
(23.8)
(28.2)
Acquisition of own shares
23,25
(1.0)
-
1.0
-
-
(76.7)
(76.7)
Merger reserve reduction
25
-
-
-
(472.9)
-
472.9
-
Share premium reduction
25
-
(197.0)
-
-
-
197.0
-
Share schemes
- Issue of treasury shares to employees
25
-
-
-
-
-
(4.4)
(4.4)
- Share-based payments
6
-
-
-
-
-
8.3
8.3
Dividends paid to shareholders
9
-
-
-
-
-
(3.9)
(3.9)
Balance at 30 September 2024
16.8
-
1.3
-
-
919.6
937.7
Annual Report and Accounts 2024
Financial Statement
131
Consolidated balance sheet
as at 30 September 2024
Note
2024
£m
2023
£m
Assets
Non-current assets
Property, plant and equipment
11
Intangible assets - goodwill
12
Intangible assets - other
12
Financial asset - derivatives
22
Deferred tax
14
Total non-current assets
Current assets
Inventories
Corporation tax recoverable
Deferred tax
14
Trade and other receivables
15
Cash and cash equivalents
16
Finance lease receivable
22
Total current assets
Total assets
Equity and liabilities
Equity
Issued share capital
23
Share premium account
25
Capital redemption reserve
25
Merger reserve
25
Treasury reserve
25
(10.9 )
(15.3 )
Cash flow hedge reserve
22, 25
Accumulated exchange differences
(24.9 )
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Lease liability due in more than one year
21
Deferred tax
14
Provisions
20
Deferred income
Financial liability - derivatives
22
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Trade and other payables
17
Deferred income
Corporation tax payable
Lease liability due within one year
22
Other financial liability
19
Contingent consideration
22
Deferred tax
14
Total current liabilities
Total liabilities
Total equity and liabilities
Richard Huntingford
Sharjeel Suleman
Chair
132
Future plc
Company balance sheet
as at 30 September 2024
Note
2024
£m
2023
£m
Assets
Non-current assets
Investments in Group undertakings
13
1,366.8
1,311.1
Deferred tax
0.2
0.2
Financial asset - derivatives
1.4
6.0
Trade and other receivables
15
84.6
164.8
Total non-current assets
1,453.0
1,482.1
Current assets
Trade and other receivables
15
5.6
2.9
Cash and cash equivalents
16
0.2
0.8
Total current assets
5.8
3.7
Total assets
1,458.8
1,485.8
Equity and liabilities
Equity
Issued share capital
23
16.8
17.8
Share premium account
25
-
197.0
Capital redemption reserve
25
1.3
0.3
Merger reserve
25
-
472.9
Cash flow hedge reserve
22, 25
-
4.4
Retained earnings
919.6
350.2
Total equity
937.7
1,042.6
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
276.2
377.0
Trade and other payables
17
202.1
25.1
Deferred tax
0.2
1.7
Financial liability - derivatives
1.4
0.1
Total non-current liabilities
479.9
403.9
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
20.0
-
Trade and other payables
17
9.0
39.3
Other financial liability
19
12.2
-
Total current liabilities
41.2
39.3
Total liabilities
521.1
443.2
Total equity and liabilities
1,458.8
1,485.8
As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of comprehensive income is presented. The
Company’s loss for the year was £23.8m (2023: £57.3m profit).
The financial statements on pages 128 to 173 were approved by the Board of Directors on 4 December 2024 and signed on its behalf by:
Richard Huntingford
Sharjeel Suleman
Chair
Chief Financial Officer
Future plc
03757874
Annual Report and Accounts 2024
Financial Statement
133
Consolidated cash flow statement
for the year ended 30 September 2024
2024
£m
2023
£m
Cash flows from operating activities
Cash generated from operations
Net interest paid on bank facilities
(24.8 )
(22.3 )
Interest paid on lease liabilities
(1.7 )
(2.3 )
Tax paid
(33.7 )
(33.6 )
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
(2.8 )
(2.0 )
Purchase of computer software and website development
(11.1 )
(9.3 )
Purchase of subsidiary undertakings, net of cash acquired
(7.9 )
(47.5 )
Net cash used in investing activities
(21.8 )
(58.8 )
Cash flows from financing activities
Acquisition of own shares
(63.1 )
(24.5 )
Drawdown of bank loans
Repayment of bank loans
(233.0 )
(416.7 )
Repayment of overdraft
(4.2 )
Bank arrangement fees
(6.5 )
Repayment of principal element of lease liabilities
(6.9 )
(6.0 )
Dividends paid
(3.9 )
(4.1 )
Net cash used in financing activities
(166.9 )
(86.9 )
Net (decrease)/increase in cash and cash equivalents
(18.9 )
Cash and cash equivalents at beginning of year
Effects of exchange rate changes on cash and cash equivalents
(1.7 )
(6.0 )
Cash and cash equivalents at end of year
Notes to the
consolidated cash flow statement
for the year ended 30 September 2024
A. Cash generated from operations
The reconciliation of profit for the year to cash generated from operations is set out below:
2024
£m
2023
£m
Profit for the year
76.8
113.4
Adjustments for:
Depreciation
6.5
8.8
Impairment charge on tangible and intangible assets
4.7
10.3
Gain on exit of leases
-
(10.2)
Amortisation of intangible assets
77.1
71.0
Share-based payments
8.3
7.6
Net finance costs
30.5
36.4
Tax charge
26.4
24.7
Cash generated from operations before changes in working capital and provisions
230.3
262.0
Decrease in provisions
(2.8)
(12.1)
Decrease/(increase) in inventories
0.9
(0.1)
Decrease in trade and other receivables
6.2
7.6
Decrease in trade and other payables
(4.6)
(16.4)
Cash generated from operations
230.0
241.0
134
Future plc
B. Changes in financial liabilities
Group
30 September
2023
£m
Net Cash
flows
£m
On
acquisition
£m
Other
non-cash
changes
£m
Exchange
movements
£m
30 September
2024
£m
Financial liabilities
Trade and other payables
(119.7)
3.2
-
-
2.9
(113.6)
Lease liabilities
(44.8)
9.6
-
(4.3)
1.3
(38.2)
Current borrowings
-
-
-
(20.0)
-
(20.0)
Non-current borrowings
(395.2)
93.0
-
20.0
2.2
(280.0)
Total financial liabilities
(559.7)
105.8
-
(4.3)
6.4
(451.8)
Group
30 September
2022
£m
Net cash
flows
£m
On
acquisition
£m
Other
non-cash
changes
£m
Exchange
movements
£m
30 September
2023
£m
Financial liabilities
Trade and other payables
(138.8)
12.6
(0.7)
-
7.2
(119.7)
Lease liabilities
(67.9)
8.3
-
10.6
4.2
(44.8)
Current borrowings
(84.1)
84.1
-
-
-
-
Non-current borrowings
(373.5)
(38.5)
-
-
16.8
(395.2)
Total financial liabilities
(664.3)
66.5
(0.7)
10.6
28.2
(559.7)
In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £3.9m (2023: £7.7m).
Annual Report and Accounts 2024
Financial Statement
135
policy information
address of the Company’s registered office and its registered number are given on page 132. The financial statements consolidate
those of Future plc and its subsidiaries (the Group). The Consolidated Financial Statements have been prepared in accordance
The principal accounting policies applied in the preparation of the consolidated financial statements published in this 2024 Annual
Report are set out on pages 135 to 139. These policies have been applied consistently to all years presented, unless otherwise
stated below. These financial statements have been prepared under the historical cost convention, except for derivative financial
instruments and contingent and deferred consideration, which are measured at fair value.
The Company has applied Financial
Reporting Standard 101 ‘Reduced
Disclosure Framework’ (FRS 101) issued by
the Financial Reporting Council (FRC). In
these financial statements, the Company
has applied the exemptions available
under FRS 101 in respect of the following
disclosures:
• A C
ash Flow Statement and related notes;
•
Comparative period reconciliations for
share capital and tangible fixed assets;
• Disclosures in respect of transactions with
wholly owned subsidiaries;
• Disclosures in respect of capital
management;
• The effects of new but not yet effective
IFRSs; and
•
Disclosures in respect of the compensation
of Key Management Personnel.
The Company produces consolidated
financial statements which are prepared
in accordance with International Financial
Reporting Standards.
As the consolidated
financial statements of the Company
include the equivalent disclosures, the
Company has also taken the exemptions
under FRS 101 available in respect of the
following disclosures:
•
IFRS 2 Share-based Payments in respect of
group settled share-based Payments; and
•
The disclosures required by IFRS 7 and
IFRS 13 regarding financial instrument
disclosures have not been provided.
As permitted by s408 of the Companies
Act 2006 the Company has elected not
to present its own profit and loss account
or statement of comprehensive income
for the year. The loss attributable to the
Company is disclosed in the footnote to
New or revised accounting standards and
interpretations adopted in the year
The following standards and amendments
became effective in the year:
•
IAS 1 Amendments regarding the
disclosure of accounting policies;
•
IAS 8 Amendments regarding the
definition of accounting estimates;
• IAS 12 Amendments regarding deferred
tax on leases and decommissioning
obligations; and Amendments to provide a
temporary exception to the requirements
regarding deferred tax assets and liabilities
related to pillar two income taxes.
The Group has adopted the amendments to
IAS 12 Income taxes for the first time in the
current year. The IASB amends the scope of
IAS 12 to clarify that the Standard applies to
income taxes arising from tax law enacted
or substantively enacted to implement the
Pillar Two model rules published by the
OECD, including tax law that implements
qualified domestic minimum top-up taxes
described in those rules.
The Group has applied the temporary
exception, introduced in May 2023, from
the accounting requirements for deferred
taxes in IAS 12, so that the Group neither
recognises nor discloses information about
deferred tax assets and liabilities related to
Pillar Two income taxes.
The Group has considered the expected
impact of the global minimum tax rules on
the FY 2025 tax position using FY 2023
and FY 2024 financial information and
concludes that the income inclusion rule is
expected to apply.
The application of the
transitional safe harbour is anticipated in all
operational jurisdictions.
Certain US entities
within the Group will be subject to the full
Globe rules in FY 2025, however, additional
top up taxes are not expected to arise.
There has been no material impact from the
adoption of new standards, amendments
to standards or interpretations which are
relevant to the Group.
New accounting standards, amendments
and interpretations that are issued but not
yet applied by the Group.
Certain new standards, amendments and
interpretations to existing standards have
been published that are mandatory for
accounting periods beginning on or after
1 October 2024 and which the Group has
chosen not to adopt early. These include
the following standards which are relevant
to the Group:
• IAS 1 Amendments regarding the
classification of liabilities, and
Amendment regarding the classification
of debt with covenants;
• IAS 7 Amendments regarding supplier
finance arrangements;
• IFRS 7 Amendments regarding supplier
financial arrangements; and
• IFRS 16 Amendments to clarify how a
seller-lessee subsequently measures
sale and leaseback transactions;
The Group does not expect that the
standards and amendments issued but not
yet effective will have a material impact on
results or net assets.
The consolidated financial statements
incorporate the financial statements
of Future plc (‘the Company’) and its
subsidiary undertakings. Subsidiaries are
all entities controlled by the Group. Control
exists when the Group is either exposed to
or has the rights to variable returns from
its involvement with the entity and has
the ability to affect those returns through
its power over the entity. Subsidiaries are
fully consolidated from the date on which
control is transferred to the Group. They
are deconsolidated from the date that
control ceases. The purchase method
of accounting is used to account for the
acquisition of subsidiaries by the Group.
The cost of an acquisition is measured as
the fair value of the assets given, equity
instruments issued and liabilities incurred
or assumed at the date of exchange,
and includes the fair value of any asset
or liability resulting from a contingent
consideration arrangement. Acquisition-
related costs are expensed as incurred.
Identifiable assets acquired and liabilities
and contingent liabilities assumed in a
business combination are measured initially
at their fair values at the acquisition date.
The excess of the cost of acquisition over
the fair value of the Group’s share of the
136
Future plc
identifiable net assets acquired is recorded
as goodwill.
Inter-company transactions, balances and
unrealised gains on transactions between
Group companies are eliminated.
Unrealised losses are also eliminated but
are considered an impairment indicator of
the asset transferred. Accounting policies
of subsidiaries have been changed where
necessary to ensure consistency with the
The Group is organised and arranged
primarily by geographical segment. The
Group also uses a sub-segment split of
Media and Magazines for further analysis.
Operating segments are reported in
a manner consistent with the internal
reporting provided to the Chief Operating
Decision Makers who are considered to be
Revenue from contracts with customers
is recognised in the income statement
in line with the five-step model in IFRS
15, to reflect the pattern of transfer of
goods and services to the customer.
Revenue is recognised in the income
statement when control passes to the
customer. If the customer simultaneously
receives and consumes the benefits of
the contract, revenue is recognised over
time. Otherwise, revenue is recognised at
a point in time.
Revenue comprises the transaction price
of the contract, being consideration
received or receivable for the sale of goods
and services in the ordinary course of the
Group’s activities. Revenue is shown net
of value-added tax, estimated returns,
rebates and discounts, which includes retail
promotion costs and advertising rebates,
and after eliminating sales within the Group.
For print and digital magazine newstrade
and subscription revenue, and digital
advertising revenues and expenses, revenue
is recognised as the amount paid by the end
consumer, rather than the amount remitted
by the agent. Related commissions paid to
agents are recognised as an expense within
cost of sales.
See Note 2 on page 142 for details of the
Group’s revenue recognition policy.
The right of return is considered to be
variable consideration. The probable
amount of expected returns is estimated
using the most-likely amount method and
items included in the financial statements
of each of the Group’s entities are
measured using the currency of the primary
economic environment in which the entity
operates (‘the functional currency’). The
consolidated financial statements are
presented in sterling, which is the Group’s
(b) Transactions and balances
Foreign currency transactions are
translated into the functional currency using
the exchange rate prevailing at the date of
the transaction. Foreign exchange gains and
losses resulting from the settlement of such
transactions and from the translation at
balance sheet exchange rates of monetary
assets and liabilities denominated in foreign
currencies are recognised in the income
statement, with exchange differences
arising on trading transactions being
reported in operating profit and with those
arising on financing transactions reported in
net finance costs unless, as a result of cash
flow hedging, they are reported in other
comprehensive income.
The results and financial position of all
the Group entities that have a functional
currency different from the presentation
currency are translated into the
presentation currency as follows:
(i)
Assets and liabilities for each balance
sheet are translated at the closing rate at
the date of that balance sheet.
(ii)
Income and expenses for each income
statement are translated at average
exchange rates.
(iii)
All resulting exchange differences
are recognised as a separate component
of equity and presented separately in the
Consolidated statement of changes
(a) Pension obligations
The Group has a number of defined
contribution plans. For defined contribution
plans the Group pays contributions into
a privately administered pension plan
on a contractual or voluntary basis. The
Group has no further payment obligations
once the contributions have been paid.
Contributions are charged to the income
statement as they are incurred.
(b) Share-based compensation
The Group operates a number of share-
based compensation plans.
The fair value of the employee services
received in exchange for the grant of the
awards is recognised as an expense. The
total amount to be expensed over the
appropriate service period is determined
by reference to the fair value of the
awards. The calculation of fair value
includes assumptions regarding the
number of cancellations and excludes
the impact of any non-market vesting
conditions (for example, earnings per
share). Non-market vesting conditions are
included in assumptions about the number
of awards that are expected to vest. At
each balance sheet date, the Group revises
its estimates of the number of awards that
are expected to vest. It recognises the
impact of the revision of original estimates,
if any, in the income statement, with a
corresponding adjustment to equity for
equity-settled awards and liabilities for
cash-settled awards.
The grant by the Company of share
awards to the employees of subsidiary
undertakings is treated as a capital
contribution. The fair value of employee
services received, measured by reference
to the grant date fair value, is recognised
over the vesting period as an increase to
investment in subsidiary undertakings,
with a corresponding credit to equity in the
Company’s financial statements.
Shares in the Company are held in trust to
satisfy the exercise of awards under certain
of the Group’s share-based compensation
plans and exceptional awards. The trust
is consolidated within the Group financial
statements. These shares are presented
in the consolidated balance sheet as a
deduction from equity at the market value
on the date of acquisition.
(c) Bonus plans
The Group recognises a liability and
an expense for bonuses taking into
consideration the profit attributable to
the Company’s shareholders after certain
adjustments. The Group recognises a
provision where contractually obliged or
where there is a past practice that has
Property leases are recognised on the
balance sheet as a right-of-use asset and
corresponding lease liability at the date
the leased asset is available for use. Lease
liabilities are measured at the present
value of payments less lease incentives
receivable. Right-of-use assets are
measured equal to the value of the lease
liability plus restoration costs.
Lease payments are discounted using the
interest rate implicit in the lease, or where
not available, the incremental borrowing
Annual Report and Accounts 2024
Financial Statement
137
rate (for leases existing on transition the
incremental borrowing rate).
Short-term and low-value leases are
recognised on a straight-line basis as an
expense in the income statement.
Finance costs are charged to the income
statement over the lease term, at a
constant periodic rate of interest. Right-
of-use assets are depreciated over the
lease term on a straight-line basis. Each
lease payment is allocated between the
Tax on the profit or loss for the year
comprises current tax and deferred tax.
Tax is recognised in the income statement
except to the extent that it relates to items
recognised directly in equity in which case
it is recognised in equity.
Current tax is payable based on taxable
profits for the year, using tax rates that
have been enacted or substantively
enacted at the balance sheet date, along
with any adjustment relating to tax
payable in previous years. Management
periodically evaluates items detailed in tax
returns where the tax treatment is subject
to interpretation. Taxable profit differs
from net profit in the income statement
in that income or expense items that are
taxable or deductible in other years are
excluded – as are items that are never
taxable or deductible. Current tax assets
relate to payments on account not offset
against current tax liabilities.
the liability method, on temporary
differences arising between the tax
bases of assets and liabilities and their
carrying amounts in the consolidated
financial statements. However, deferred
tax is not accounted for if it arises from
initial recognition of an asset or liability
in a transaction other than a business
combination that at the time of the
transaction affects neither accounting
nor taxable profit or loss. Deferred tax
is determined using tax rates (and laws)
that have been enacted or substantively
enacted by the balance sheet date and
are expected to apply when the related
deferred tax asset is realised or the
deferred tax liability is settled in the
appropriate territory.
Deferred tax assets are recognised to
the extent that it is probable that future
taxable profits will be available against
which the temporary differences can
be utilised.
Deferred tax is provided
on temporary differences arising on
investments in subsidiaries, except where
the timing of the reversal of the temporary
difference is controlled by the Group and it
is probable that the temporary difference
will not reverse in the foreseeable future.
Certain deferred tax assets and liabilities
are offset against each other where they
relate to the same jurisdiction and there is
a legally enforceable right to offset.
Uncertain tax positions are provided for
under IAS 12, with due consideration
for the interpretive guidance in IFRIC
23. Each uncertain tax treatment is
considered either separately or together
with other uncertain positions in the
same jurisdiction, depending on which
approach better predicts the resolution
of the uncertainty. The effect of the
uncertainty is measured with reference
to the expected value, i.e. the sum of the
probability-weighted amounts in a range
of possible outcomes. The expected
value better predicts the resolution of
the uncertainty where there is a range of
possible outcomes.
In business combinations, deferred tax
is calculated at the date of acquisition.
Where the fair value (and therefore the
acquisition accounting value) of assets
acquired is different from its tax base, a
deferred tax asset or liability is recognised
on the temporary difference. The tax
base is dependent on the expected tax
deductions available in the applicable
All dividend distributions to the Company’s
shareholders are recognised as a liability
in the financial statements in the period in
Property, plant and equipment is stated
at cost (or deemed cost) less accumulated
depreciation and impairment losses. Cost
includes the original purchase price of
the asset and amounts attributable to
bringing the asset to its working condition
Depreciation is calculated using the
straight-line method to allocate the cost
of property, plant and equipment less
residual value over estimated useful lives,
as follows:
• | Land and buildings – 50 years or period of |
the lease if shorter. | |
• | Plant and machinery – between one and |
five years. | |
• | Equipment, fixtures and fittings – |
between one and five years. | |
• | Right-of-use assets – lease term. |
The assets’ residual values and useful lives
are reviewed, and adjusted if appropriate,
at each balance sheet date. An asset’s
carrying amount is written down
immediately to its recoverable amount if
the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are
determined by comparing proceeds with
carrying amounts. These are included in
(a) Goodwill
Goodwill represents the difference
between the cost of the acquisition and
the fair value of net identifiable assets
acquired. Goodwill is stated at cost less
any accumulated impairment losses.
Goodwill is allocated to appropriate groups
of cash generating units (those expected
to benefit from the business combination)
and it is not subject to amortisation but is
tested annually for impairment.
These intangible assets have a finite
useful life and are stated at cost
less accumulated amortisation.
Assets acquired as part of a business
combination are initially stated at fair
value. Amortisation is calculated using the
straight-line method to allocate the cost
of these intangibles over their estimated
useful lives (typically between one and
twenty years).
Expenditure incurred on the launch of new
magazine titles is recognised as an expense
in the income statement as incurred.
development
Non-integral computer software
purchases are stated at cost less
accumulated amortisation. Costs incurred
in the development of new websites
are capitalised only where the cost can
be directly attributed to developing the
website to operate in the manner intended
by management and only to the extent of
the future economic benefits expected
from its use. These costs are amortised on
a straight-line basis over their estimated
useful lives (between one and three
years). Costs associated with maintaining
computer software or websites are
Cash-Generating Units (CGUs)
A CGU is defined as the smallest
identifiable group of assets that generates
cash inflows that are largely independent
of the cash inflows from other assets or
groups of assets.
138
Future plc
Goodwill is not amortised but tested for
impairment at least once a year or more
frequently when there is an indication
that it may be impaired. Therefore, the
evolution of general economic and
financial trends as well as actual economic
performance compared to market
expectations represent external indicators
that are analysed by the Group, together
with internal performance indicators, in
order to assess whether an impairment
test should be performed more than once
a year.
IAS 36 Impairment of Assets requires
these tests to be performed at the level
of each CGU or group of CGUs likely to
benefit from acquisition-related synergies,
within an operating segment.
Any impairment of goodwill is recorded
in the income statement as a deduction
from operating profit and is never
reversed subsequently.
Other intangible assets with a finite life are
amortised and are tested for impairment
only where there is an indication that an
Recoverable amount
To determine whether an impairment loss
should be recognised, the carrying value
of the assets and liabilities of the CGUs
or groups of CGUs is compared to their
recoverable amount.
Carrying values of CGUs and groups of
CGUs tested include goodwill and assets
with finite useful lives (property, plant and
equipment and intangible assets).
The recoverable amount of a CGU is the
higher of its fair value less costs to sell
and its value in use. Fair value less costs
to sell is the best estimate of the amount
obtainable from the sale of an asset in
an arm’s length transaction between
knowledgeable, willing parties, less
the costs of disposal. This estimate is
determined, on the Balance sheet date,
on the basis of the discounted present
value of expected future cash flows plus a
terminal value and reflects general market
sentiment and conditions.
Value in use is the present value of the
future cash flows expected to be derived
from the CGUs or group of CGUs. Cash
flow projections are based on economic
assumptions and forecast trading
conditions drawn up by the Group’s
management, as follows:
•
cash flow projections are based on three-
year business plans;
•
cash flow projections beyond that
time frame are extrapolated by
applying a country-specific
growth
rate to perpetuity for the US, Australia
and the UK; and
•
the cash flows obtained are discounted
using appropriate rates for the business
and the territories concerned.
If goodwill has been allocated to a CGU
and an operation within that CGU is
disposed of, the goodwill associated with
that operation is included in the carrying
amount of the operation in determining
the profit or loss on disposal. The goodwill
allocated to the disposal is measured on
the basis of the relative profitability of
the operation disposed and the
operations retained.
Trade receivables are initially recognised
at their transaction price, other
receivables are initially recognised at
fair value and both are subsequently
measured at amortised cost using the
effective interest method, less a loss
allowance. The Group applies the IFRS
9 simplified approach to measuring
expected credit losses, which uses a
lifetime expected loss allowance for all
trade receivables. Expected loss rates,
calculated based on historical credit
losses, are applied to trade receivables
Cash and cash equivalents include cash
in hand and deposits held on call with
banks. Bank overdrafts are shown within
borrowings in current liabilities on the
Trade and other payables are initially
recognised at fair value and subsequently
Borrowings are recognised initially at fair
value, net of transaction costs incurred.
Borrowings are subsequently stated
at amortised cost with any difference
between the proceeds (net of transaction
costs) and the redemption value
recognised in the income statement over
the period of the borrowings using the
effective interest method.
Borrowings are classified as current
liabilities where the Group does not have
the right at the end of the reporting period
to defer settlement of the liability for at
The Group uses interest rate swaps to
hedge its exposure to interest rate risk
arising from operational activities. Further
details
are disclosed in note 22.
A derivative with a positive fair value is
recognised as a financial asset whereas
a derivative with a negative fair value
is recognised as a financial liability.
Derivatives are not offset in the financial
statements unless the Group has both a
legally enforceable right and intention to
offset. The impact of any master netting
agreements on the Group’s financial
position is disclosed in note 22. The
full fair value of a hedging derivative
is classified as a non-current asset or
liability if the remaining maturity of the
hedged item is more than 12 months
and as a current asset or liability, if the
maturity of the hedged item is less than
12 months.
The Group does not hold or issue
derivative contracts for trading purposes.
The Group has a policy not to, and does
not, undertake any speculative activity in
The Group designates certain derivatives
as hedges of a particular risk associated
with the cash flows of recognised
assets and liabilities and highly probable
forecasted transactions (cash flow hedges).
At the inception of the hedge relationship,
the Group formally documents the
economic relationship between the
hedging instrument and the hedged item,
along with its risk management objectives
and its strategy for undertaking the hedge
transactions. Furthermore, at the inception
of the hedge and on an ongoing basis,
the Group monitors whether the hedging
instrument is effective in offsetting
Cash flow hedges
The Group accounts for certain
derivatives as cash flow hedges. The
effective portion of the change in
fair value of the hedging instrument
is recorded in other comprehensive
income and accumulated in the cash flow
hedging reserve, while the ineffective
portion is recognised immediately in
the consolidated income statement.
Gains and losses on cash flow hedges
accumulated in other comprehensive
income/(loss) are reclassified to the
consolidated income statement in the
same year the hedged item affects the
consolidated income statement.
The Group discontinues hedge
accounting only when the hedging
Annual Report and Accounts 2024
Financial Statement
139
relationship (or a part thereof) ceases to
meet the qualifying criteria. This includes
instances when the hedging instrument
expires or is sold, terminated or exercised.
The discontinuation is accounted for
prospectively. Any gain or loss recognised
in other comprehensive income and
accumulated in cash flow hedge reserve
at that time remains in equity and is
reclassified to profit or loss when the
forecast transaction occurs. When a
forecast transaction is no longer expected
to occur, the gain or loss accumulated in
the cash flow hedge reserve is reclassified
immediately to profit or loss.
Provisions are recognised when the
Group has a present legal or constructive
obligation as a result of past events, and
it is more likely than not that an outflow of
resources will be required to settle
the obligation.
Provisions are measured at the Directors’
best estimate of the expenditure required
to settle the obligation at the balance
sheet date, and are discounted to present
The Company’s investments in subsidiary
undertakings are stated at the fair value
of consideration payable, including related
acquisition costs, less any provisions for
The Group considers items of income
and expense as exceptional and excludes
them from the adjusted results where the
nature of the item, or its size, is significant
and/or is not related to the core trading of
the Group so as to assist the user of the
financial statements to understand the
results of the core underlying operations
of the Group. Details of exceptional items
judgements and estimates
The preparation of the financial
statements under IFRS requires the use
of certain critical accounting assumptions
and requires management to exercise
its judgement and to make estimates
in the process of applying the Group’s
accounting policies.
Critical judgements in applying the
Group’s accounting policies
The areas where the Board has made
critical judgements in applying the Group’s
accounting policies (apart from those
involving estimations which are dealt with
separately below) are:
Exceptional costs incurred in the year
include a £4.5m impairment of acquired
intangible assets following brand closures
in the year, primarily relating to iMore,
a brand acquired as part of the Mobile
Nations acquisition in 2019, £1.7m (2023:
£0.9m) relating to properties which became
onerous and were treated as exceptional
in prior years and £0.8m (2023: £6.4m)
relating to restructuring costs.
(b) Determining the basis on which
goodwill is allocated and monitored for
goodwill impairment testing
Judgement is applied in the identification
of cash-generating units (“CGUs”) as
well as the basis on which goodwill is
monitored. Goodwill cannot be monitored
at a lower level than the operating
segment level and although Australia is
not disclosed as a reportable segment
(as outlined in note 1 it is aggregated with
the UK),
this is only because it represents
less than 10% of the Group’s results (and
therefore is not required to be reported
separately under IFRS 8 Operating
Segments).
Given the speed of integration of
acquisitions and the interdependency of
revenues across the Group, both between
its brands, the Media and Magazine
sub-segments and globally the Directors
remain comfortable with the continued
identification of the UK and the US as the
other groups of CGUs used in impairment
testing, based on how goodwill is
monitored.
Management confirms that there are no
key sources of estimation uncertainty
that may have a significant risk of causing
a material adjustment to the carrying
amounts of assets and liabilities within the
next financial year.
The Directors have assessed that there
is currently no material impact arising
from climate change on the judgements
and estimates determining the valuations
Notes to the financial statements
140
Future plc
The Group is organised and arranged primarily by reportable segment. The Executive Directors consider the performance of the
business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK
segment and is not reported separately due to its size. The Group also uses a sub-segment split of Media (websites and events) and
Magazines for further analysis. The Group considers that the assets within each geographical segment are exposed to the same risks.
(a) Reportable segment
(i) Segment revenue
Sub-segment | 2024 | Sub-segment | 2023 | |||
Magazines | Magazines | |||||
(Newstand and | (Newstand and | |||||
Media | Subscriptions) | Total | Media | Subscriptions) | Total | |
£m | £m | £m | £m | £m | £m | |
Segment: | ||||||
UK | 316.0 | 188.0 | 504.0 | 280.8 | 195.8 | 476.6 |
US | 212.5 | 71.7 | 284.2 | 234.1 | 78.2 | 312.3 |
Total | 528.5 | 259.7 | 788.2 | 514.9 | 274.0 | 788.9 |
Transactions between segments are carried out at arm’s length.
No end-customer, or other single customer or group of customers under common control contributed 10% or more to the Group’s
revenue in either the current or prior year.
(ii) Segment adjusted EBITDA
Adjusted EBITDA is used by Executive Directors to assess the performance of each segment. The table below shows the impact of inter-
group adjustments on the adjusted EBITDA for the UK and US segments.
2024 | 2023 | |||||
£m | £m | |||||
Adjusted | Adjusted | |||||
EBITDA prior to | Intra-group | Adjusted | EBITDA prior to | Intra-group | Adjusted | |
intra-group | adjustments | EBITDA | intra-group | adjustments | EBITDA | |
adjustments | £m | £m | adjustments | £m | £m | |
£m | £m | |||||
UK | 84.0 | 71.3 | 155.3 | 87.1 | 69.9 | 157.0 |
US | 155.1 | (71.3) | 83.8 | 189.7 | (69.9) | 119.8 |
Total | 239.1 | − | 239.1 | 276.8 | − | 276.8 |
(iii) Segment adjusted operating profit
Adjusted operating profit is used by the Executive Directors to assess the performance of each segment. Operating profit for the Media
and Magazines sub-segments is not reported internally, as overheads are not fully allocated on this basis. The table below shows the
impact of intra-group adjustments on the adjusted operating profit for the UK and US segments:
2024 | 2023 | |||||
£m | £m | |||||
Adjusted operating | Adjusted operating | |||||
profit prior to | profit prior to | |||||
intra-group | Intra-group | Adjusted | intra-group | Intra-group | Adjusted | |
adjustments | adjustments | operating profit | adjustments | adjustments | operating profit | |
£m | £m | £m | £m | £m | £m | |
UK | 70.1 | 71.3 | 141.4 | 70.6 | 69.9 | 140.5 |
US | 152.1 | (71.3) | 80.8 | 185.8 | (69.9) | 115.9 |
Total | 222.2 | − | 222.2 | 256.4 | − | 256.4 |
Annual Report and Accounts 2024
Financial Statement
141
Intra-group adjustments relate to the net impact of charges from the UK to the US in respect of management fees (for back office
revenue functions such as finance, HR and IT which are largely based in the UK) and licence fees for the use of intellectual property.
(iv) Segment assets and liabilities
| Segment assets | Segment liabilities | Segment net assets | ||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
£m | £m | £m | £m | £m | £m | |
Segment: | ||||||
UK | 800.0 | 1,064.6 | (411.1) | (556.8) | 388.9 | 507.8 |
US | 908.0 | 781.0 | (235.2) | (172.2) | 672.8 | 608.8 |
Total | 1,708.0 | 1,845.6 | (646.3) | (729.0) | 1,061.7 | 1,116.6 |
(v) Other segment information
Additions | Depreciation | |||||||
| Non-current assets | to non-current assets | and amortisation | Exceptional items | |||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
£m | £m | £m | £m | £m | £m | £m | £m | |
Segment: | ||||||||
UK | 960.5 | 1,037.5 | 15.4 | 10.5 | 58.8 | 50.2 | 2.7 | 7.0 |
US | 587.4 | 636.2 | 1.4 | 50.6 | 24.8 | 29.6 | 4.3 | 0.3 |
Total | 1,547.9 | 1,673.7 | 16.8 | 61.1 | 83.6 | 79.8 | 7.0 | 7.3 |
The non-current assets in the table above exclude derivatives.
Other than the items disclosed above and a share-based payments charge (excluding social security costs) of £8.0m (2023: £7.6m),
of which £6.0m relates to the UK segment (2023: £6.1m) and £2.0m relates to the US segment (2023: £1.5m), there were no other
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Future plc
The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.
Timing of satisfaction of performance obligations
Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and
consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time.
The table below provides detail for each revenue stream:
Revenue | Nature, timing and satisfaction of | |
stream | performance obligations | Revenue recognition |
Online | The Group operates a number of websites with advertising space on their | Revenue is recognised at the point the advert is presented to the |
advertising | webpages which are sold via first party and programmatic/third party routes. | consumer or over the period during which the advertisements are served. |
revenue | Customers can purchase by time and number of impressions. | Principal vs agent considerations mean revenue under certain contracts |
For impressions, the performance obligation is the presentation of the advert | is recognised on a gross basis and some is recognised on a net basis. | |
to the customer. For time-based adverts, the performance obligation is the | ||
provision of an advert over a period of time to be seen by the customer. | ||
eCommerce | The Group earns commission when purchases are made directly from third | Revenues related to these commissions are recognised at the time of the |
revenue | parties by consumers clicking through to these products through links on the | related product sale, less an estimate to reflect the likelihood of product |
Group’s websites. The facilitation of each product sale reflects a separate | returns to the retailer based on historic return rates. | |
performance obligation. | ||
Print and | Subscriptions of magazines are sold online, with subscribers sent a digital or | For digital magazines cash collected in advance is deferred, with revenue |
digital | print version of the magazine every month (or multiple versions in a ‘double | recognised uniformly over the term of the subscription. |
magazine | issue month’). | For print magazines cash collected in advance is deferred, with revenue |
subscriptions | Cash is received in advance (e.g. annually or monthly via various payment | recognised at a point in time when the relevant publication being subscribed |
methods). | to goes on sale. | |
For print subscriptions each magazine delivered represents a distinct | Principal vs agent considerations mean revenue under certain contracts is | |
performance obligation, whereas for digital magazines providing access to the | recognised on a gross basis and some is recognised on a net basis. | |
digital content represents a distinct performance obligation. | ||
Magazine | Single issues of magazines are sold in stores and online. | Revenue is recognised at a point in time on the date that the related |
newsstand | The provision of each issue is a separate performance obligation, which is | publication goes on sale based on the estimate of sales net of returns. |
circulation | ||
and advertising | satisfied when the issue goes on sale. | Principal vs agent considerations mean revenue under certain contracts is |
revenue | recognised on a gross basis and some is recognised on a net basis. | |
Event income | The Group holds a number of events throughout the year, held physically and | Cash collected in advance is deferred, with revenue recognised at a point in |
virtually. Revenue arises from the following: | time when the event takes place. | |
- Stand/table space; sponsorship; ticket sales; and marketing packages. | ||
- Cash is collected in advance of the event. Each event is a | ||
separate performance obligation, being satisfied when the | ||
event has taken place. | ||
Licensing | Licence fees are charged for the use of the Group’s brands and content. | Revenue is recognised on the supply of the licensed content, based on |
revenue | Performance obligations are satisfied over time (for example magazine content | usage. |
provided each month) and at a point in time (historic content is provided up-front). | ||
Publisher | The Martketforce brand is a distributor for magazines. | Revenue is recognised at a point in time on the date that the related |
services | Performance obligations are satisfied at a point in time, when the issues go | publication goes on sale based on the estimate of sales net of returns. |
revenue | on sale. | |
Broadcaster | Television programming content is developed and produced for public | Revenue is recognised over time, with the input method used to reflect |
productions | broadcast. | the transfer of control to the customer. Inputs include costs incurred/ |
Performance obligations are satisfied over the period of the | labour hours expended, which provide a faithful depiction of the transfer of | |
development in line with expenditure incurred. | goods and services, directly relating to the progress of development of the | |
programmes to date, which are commissioned specifically by broadcasters. | ||
Price | Revenue from price comparison services represents amounts receivable for | Upon the completion of a sale, revenue is measured at the fair value of the |
comparison | insurance, utilities and other product introductions, including click through fees. | consideration received or receivable, net of an estimate of cancellations. |
Performance obligations are satisfied at a point in time, being the point at | ||
which a policy is sold, a consumer signs up to a new tariff, or in limited cases | ||
when a customer clicks through to a partner website. | ||
Rewards | Revenue is generated through commission arrangements, primarily based on | Upon usage of a voucher and approval by the merchant, revenue is |
a fixed percentage of spend. Performance obligations are satisfied at a point in | measured net of an estimate for cancellations. | |
time, when an online voucher transaction is approved by the merchant. |
Annual Report and Accounts 2024
Financial Statement
143
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
| 2024 | 2023 | |||||
Over | Point in | Total | Over | Point in | Total | |
time | time | revenue | time | time | revenue | |
£m | £m | £m | £m | £m | £m | |
Total revenue | 15.1 | 773.1 | 788.2 | 17.4 | 771.5 | 788.9 |
The table below disaggregates revenue according to segment with a breakdown of revenue by type within each segment:
2024 | 2023 | |
£m | £m | |
Advertising and other | 78.8 | 86.9 |
eCommerce affiliates | 237.2 | 193.9 |
Media | 316.0 | 280.8 |
Magazines | 188.0 | 195.8 |
Total UK | 504.0 | 476.6 |
Advertising & other | 146.4 | 159.1 |
eCommerce affiliates | 66.1 | 75.0 |
Media | 212.5 | 234.1 |
Magazines | 71.7 | 78.2 |
Total US | 284.2 | 312.3 |
Advertising & other | 225.2 | 246.0 |
eCommerce affiliates | 303.3 | 268.9 |
Media | 528.5 | 514.9 |
Magazines | 259.7 | 274.0 |
Total Revenue | 788.2 | 788.9 |
Operating profit is stated after charging:
2024 | 2023 | |
£m | £m | |
Cost of sales | (433.8) | (400.6) |
Distribution expenses | (37.8) | (40.0) |
Share-based payments (including social security costs) | (8.9) | (7.8) |
Exceptional items (note 5) | (7.0) | (7.3) |
Depreciation | (6.5) | (8.8) |
Amortisation | (77.1) | (71.0) |
Other administration expenses | (83.4) | (78.9) |
(654.5) | (614.4) |
Other administration expenses include Transaction and integration related costs of £5.9m (2023: £7.4m). Details of these costs are
provided in the Glossary section on page 170.
During the year to 30 September 2024, the Group refined its policy for allocating costs between cost of sales and overheads. This
change in presentation has been applied prospectively. Applying the same methodology to the prior year comparatives would increase
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Future plc
2024 | 2023 | |
£m | £m | |
Audit fees in respect of the audit of the financial statements of the Company and the consolidated financial statements | 0.9 | 0.7 |
Audit related services* | 0.1 | 0.1 |
Total charge | 1.0 | 0.8 |
2024 | 2023 | |
£m | £m | |
Impairment of acquired intangible assets | 4.5 | - |
Onerous property costs | 1.7 | 0.9 |
Restructuring costs | 0.8 | 6.4 |
Total charge | 7.0 | 7.3 |
Exceptional costs incurred in the year include a £4.5m impairment of acquired intangible assets following brand closures in the year,
primarily relating to iMore, a brand acquired as part of the Mobile Nations acquisition in 2019, £1.7m (2023: £0.9m) relating to properties
which became onerous and were treated as exceptional in prior years and £0.8m (2023: £6.4m) relating to restructuring costs.
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Wages and salaries | 179.2 | 0.9 | 167.5 | 0.6 |
Social security costs | 16.8 | - | 15.5 | - |
Other pension costs | 5.4 | - | 5.2 | - |
Share schemes: | ||||
Value of employees’ services¹ | 8.3 | - | 7.6 | - |
Employer's social security costs on share options | 0.9 | - | 0.2 | - |
Total employee costs | 210.6 | 0.9 | 196.0 | 0.6 |
1 In the current year, £8.0m relates to equity-settled share-based payments (2023: £7.6m).
Wages and salaries reflects Growth Acceleration Strategy investment including the recruitment of a net 112 people during the year to
drive editorial content output as well as US sales capabilities, combined with a 5% average pay rise to colleages from January 2024.
Group | Group | |
2024 | 2023 | |
Key management personnel compensation | £m | £m |
Salaries and other short-term employee benefits | 0.9 | 1.3 |
Post employment benefits | 0.1 | 0.3 |
Share schemes | ||
- Value of employees’ services¹ | (0.4) | 3.1 |
- Employer's social security costs on share options | - | - |
Total employee costs | 0.6 | 4.7 |
1
£0.4m credit for employees’ services is a result of Penny Ladkin-Brand’s resignation and subsequent lapsing of her share options, resulting in
a reversal of share-based payment charges incurred in prior years.
Annual Report and Accounts 2024
Financial Statement
145
Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for
planning, directing and controlling the activities of the Group.
Jon Steinberg, Penny Ladkin-Brand and Sharjeel Suleman (2023: Jon Steinberg, Zillah Byng-Thorne and Penny Ladkin-Brand) were paid
by Future Publishing Limited, a subsidiary company, for their services. In 2024, £0.7m was recharged to Future plc by Future Publishing
Limited in respect of Jon Steinberg (2023: £0.3m) and £0.2m (2023: £0.2m) was recharged in respect of Penny Ladkin-Brand (2023:
£0.2m was recharged in respect of Zillah Byng-Thorne). These recharges are included in the salaries line for the Company in the table
Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 92 to 115. The
highest paid Director during the year was Jon Steinberg (2023: Jon Steinberg) and details of his remuneration are shown on page 96.
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
Average monthly number of people (including Directors) | £m | £m | £m | £m |
Production | 2,429 | - | 2,239 | - |
Administration | 543 | 9 | 681 | 9 |
Total | 2,972 | 9 | 2,920 | 9 |
At 30 September 2024, the actual number of people employed by the Group was 2,998 (2023: 2,937). In respect of our reportable
FINANCE INCOME AND COSTS
2024 | 2023 | |
£m | £m | |
Interest payable on interest-bearing loans and borrowings | (25.9) | (29.7) |
Amortisation of bank loan arrangement fees | (3.9) | (3.7) |
Interest payable on lease liabilities | (1.8) | (2.6) |
Increase in fair value of contingent consideration | - | (0.6) |
Unwinding of discount on deferred/contingent consideration | (0.2) | (0.7) |
Total finance costs | (31.8) | (37.3) |
Interest receivable from cash held on deposit | 1.2 | 0.7 |
Interest receivable on lease assets | 0.1 | 0.2 |
Total finance income | 1.3 | 0.9 |
Net finance costs | (30.5) | (36.4) |
The tax charged/(credited) in the consolidated income statement is analysed below:
2024 | 2023 | |
£m | £m | |
Corporation tax | ||
Current tax on the profit for the year | 45.8 | 49.5 |
Adjustments in respect of previous years | (7.9) | (5.2) |
Current tax charge | 37.9 | 44.3 |
Deferred tax origination and reversal of temporary differences | ||
Current year gain | (20.9) | (15.0) |
Adjustments in respect of previous years | 9.4 | (4.6) |
Deferred tax credit | (11.5) | (19.6) |
Total tax charge | 26.4 | 24.7 |
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Future plc
The adjustments in respect of prior years, for both FY 2024 and FY 2023, relate to estimation revisions identified when preparing the
current year tax provision due to new information becoming available when the Group completed its tax returns, as well as the correction
of a number of immaterial items.
The increase in rate in FY 2024 reflects the increase in the UK rate of corporation tax that took effect on 1 April 2023.
The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are
explained below:
2024 | 2023 | |
£m | £m | |
Profit before tax | 103.2 | 138.1 |
Profit before tax at the standard UK tax rate of 25% (2023: 22%) | 25.8 | 30.4 |
Expenses not deductible for tax purposes | 0.1 | 1.5 |
Provision for uncertain tax positions | (3.9) | - |
Non-deductible amortisation | 1.7 | (0.4) |
Share-based payments | 0.1 | 0.1 |
Effect of different rates of subsidiaries operating in other jurisdictions | 1.1 | 3.4 |
Effect of change in tax rate | - | (0.5) |
Adjustments in respect of previous years | 1.5 | (9.8) |
Total tax charge | 26.4 | 24.7 |
A reconciliation between the statutory and adjusted tax charge is provided in the Glossary section on page 170.
The Directors have assessed the Group’s uncertain tax positions and have recorded a provision of £1.4m (2023: £5.3m). The provision
Equity dividends | 2024 | 2023 |
Number of shares in issue at end of period (million) | 112.1 | 119.1 |
Dividends paid in year (pence per share) | 3.4 | 3.4 |
Dividends paid in year (£m) | 3.9 | 4.1 |
Final dividends are recognised in the period in which they are approved.
On 4 December the Board proposed a dividend of 3.4 p per share, totalling an estimated £3.8 m, in respect of the year ended 30
September 2024, which subject to shareholder consent at the AGM, will be paid on 11 February 2025 to shareholders on the register at
close of business on 17 January 2025.
2024 | 2023 | |
Profit attributable to owners of the parent (£m) | 76.8 | 113.4 |
Weighted average number of shares in issue during the year | 114,355,263 | 119,786,409 |
Dilution (number of shares) | 696,450 | 763,756 |
Diluted weighted average number of shares in issue during the year | 115,051,713 | 120,550,165 |
Basic earnings per share (p) | 67.2 | 94.7 |
Diluted earnings per share (p) | 66.8 | 94.1 |
Basic earnings per share are calculated using the weighted average number of Ordinary shares in issue during the year. Diluted earnings
per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into Ordinary
shares of awards held under employee share schemes.
Annual Report and Accounts 2024
Financial Statement
147
Equipment, | |||||
Land and | Plant and | fixtures and | Right-of-use | ||
buildings | machinery | fittings | lease assets | Total | |
£m | £m | £m | £m | £m | |
Cost | |||||
At 1 October 2022 | 5.7 | 13.3 | 2.9 | 73.1 | 95.0 |
Additions | 0.8 | 1.2 | - | 0.7 | 2.7 |
Disposals | - | (0.3) | (0.1) | (6.2) | (6.6) |
Exchange adjustments | (0.1) | (0.1) | (0.1) | (2.4) | (2.7) |
At 30 September 2023 | 6.4 | 14.1 | 2.7 | 65.2 | 88.4 |
Additions | 0.8 | 1.9 | 0.1 | 2.9 | 5.7 |
Disposals | - | - | - | (0.6) | (0.6) |
Exchange adjustments | (0.2) | (0.2) | (0.1) | (2.0) | (2.5) |
At 30 September 2024 | 7.0 | 15.8 | 2.7 | 65.5 | 91.0 |
Accumulated depreciation | |||||
At 1 October 2022 | (4.0) | (9.1) | (1.9) | (27.0) | (42.0) |
Charge for the year | (0.5) | (2.6) | (0.6) | (5.1) | (8.8) |
Disposals | - | 0.2 | - | 6.2 | 6.4 |
Impairment | (0.4) | - | - | (10.3) | (10.7) |
Exchange adjustments | 0.1 | - | 0.2 | 0.8 | 1.1 |
At 30 September 2023 | (4.8) | (11.5) | (2.3) | (35.4) | (54.0) |
Charge for the year | (0.2) | (2.3) | (0.1) | (3.9) | (6.5) |
Disposals | - | - | - | 0.5 | 0.5 |
Impairment | - | - | - | (0.2) | (0.2) |
Exchange adjustments | 0.1 | 0.2 | - | 1.7 | 2.0 |
At 30 September 2024 | (4.9) | (13.6) | (2.4) | (37.3) | (58.2) |
Net book value at 30 September 2024 | 2.1 | 2.2 | 0.3 | 28.2 | 32.8 |
Net book value at 30 September 2023 | 1.6 | 2.6 | 0.4 | 29.8 | 34.4 |
Net book value at 1 October 2022 | 1.7 | 4.2 | 1.0 | 46.1 | 53.0 |
Right-of-use assets relate to property leases. The impairment in 2023 of £10.7m related to a number of properties which became vacant
148
Future plc
Other | |||||||||
Publishing | Customer | Advertiser | acquired | ||||||
Goodwill | rights | Brands | relationships | Subscribers | relationships | intangibles | Other | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
Cost | |||||||||
At 1 October 2022 | 1,340.2 | 90.9 | 501.6 | 57.8 | 86.4 | 22.9 | 43.5 | 59.2 | 2,202.5 |
Additions through business combinations | 29.2 | - | 10.5 | 7.4 | - | - | 2.0 | - | 49.1 |
Other additions | - | - | - | - | - | - | - | 9.3 | 9.3 |
Exchange adjustments | (49.1) | (0.3) | (14.9) | (1.7) | (4.8) | (1.8) | (1.5) | (1.3) | (75.4) |
At 30 September 2023 | 1,320.3 | 90.6 | 497.2 | 63.5 | 81.6 | 21.1 | 44.0 | 67.2 | 2,185.5 |
Other additions | - | - | - | - | - | - | - | 11.1 | 11.1 |
Exchange adjustments | (45.7) | (0.2) | (13.0) | (1.5) | (4.2) | (1.6) | (1.2) | (1.1) | (68.5) |
At 30 September 2024 | 1,274.6 | 90.4 | 484.2 | 62.0 | 77.4 | 19.5 | 42.8 | 77.2 | 2,128.1 |
Accumulated amortisation and impairment | |||||||||
At 01 October 2022 | (270.6) | (29.9) | (63.1) | (22.7) | (17.1) | (3.0) | (33.1) | (47.2) | (486.7) |
Charge for the year | - | (6.4) | (28.7) | (8.6) | (9.7) | (1.7) | (4.3) | (11.6) | (71.0) |
Exchange adjustments | 3.9 | 0.2 | 3.0 | 0.7 | 1.2 | 0.2 | 1.2 | 1.2 | 11.6 |
At 30 September 2023 | (266.7) | (36.1) | (88.8) | (30.6) | (25.6) | (4.5) | (36.2) | (57.6) | (546.1) |
Charge for the year | - | (5.9) | (32.3) | (13.4) | (9.3) | (1.6) | (4.2) | (10.4) | (77.1) |
Impairment¹ | - | (0.5) | (4.0) | - | - | - | - | - | (4.5) |
Exchange adjustments | 3.8 | 0.3 | 3.9 | 1.0 | 1.8 | 0.3 | 1.0 | 1.2 | 13.3 |
At 30 September 2024 | (262.9) | (42.2) | (121.2) | (43.0) | (33.1) | (5.8) | (39.4) | (66.8) | (614.4) |
Net book value at 30 September 2024 | 1,011.7 | 48.2 | 363.0 | 19.0 | 44.3 | 13.7 | 3.4 | 10.4 | 1,513.7 |
Net book value at 30 September 2023 | 1,053.6 | 54.5 | 408.4 | 32.9 | 56.0 | 16.6 | 7.8 | 9.6 | 1,639.4 |
Net book value at 1 October 2022 | 1,069.6 | 61.0 | 438.5 | 35.1 | 69.3 | 19.9 | 10.4 | 12.0 | 1,715.8 |
| Useful economic lives | 5-15 | 3-20 | 8-10 | 7-11 | 9-15 | 3-10 | 2 | ||
years | years | years | years | years | years | years |
¹
lists, arising from the Go.Compare acquisition. The useful economic lives of the LAMB
assets were reduced during the year, with the
revised lives ending on 30 September 2024, following the cessation of active management of the business, which by 30 September 2024
was closed.
Acquired intangibles are amortised over their estimated economic lives, typically ranging between three and twenty years. See accounting
policy on page 137 for further details. The other acquired intangibles category in the table above includes assets relating to customer lists,
content and websites.
Included within the summary of acquired intangible assets above are the following individually material assets:
- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2024 of £216.2m, a useful economic life (‘UEL’) of
20 years and remaining amortisation period of 16.5 years (30 September 2023: £229.2m, a useful economic life (‘UEL’) of 20 years and
remaining amortisation period of 17.5 years);
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a net book value (‘NBV’)
at 30 September 2024 of £19.4m with a UEL of 15 years and remaining amortisation period of 10.5 years (30 September 2023: £21.2m
with a UEL of 15 years and remaining amortisation period of 11.5 years);
- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £23.3m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 17 years (30 September 2023: £24.6m, a useful economic life (‘UEL’) of 20 years and
remaining amortisation period of 18 years);
- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £22.3m, a useful
economic life (‘UEL’) of 11 years and remaining amortisation period of 8 years (30 September 2023: £25.0m, a useful economic life (‘UEL’)
of 11 years and remaining amortisation period of 9 years);
- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £30.2m, a useful economic life
Annual Report and Accounts 2024
Financial Statement
149
(‘UEL’) of 20 years and remaining amortisation period of 17 years (30 September 2023: £34.9m, a useful economic life (‘UEL’) of 20 years
and remaining amortisation period of 18 years);
- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £11.1m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 4 years (30 September 2023: £15.1m, a useful economic life (‘UEL’) of
7 years and remaining amortisation period of 5 years);
- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £19.8m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 17 years (30 September 2023: £22.9m, a useful economic life (‘UEL’) of 20 years and
remaining amortisation period of 18 years);
- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £7.3m, a useful
economic life (‘UEL’) of 7 years and remaining amortisation period of 4 years (30 September 2023: £9.9m, a useful economic life (‘UEL’) of
7 years and remaining amortisation period of 5 years);
- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2024 of £26.2m, a useful economic life
(‘UEL’) of 15 years and remaining amortisation period of 12.75 years (30 September 2023: £31.0m, a useful economic life (‘UEL’) of 15
years and remaining amortisation period of 13.75 years); and
- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2024 of £9.2m, a useful
economic life (‘UEL’) of 13 years and remaining amortisation of 10.75 years (30 September 2023 of £11.0m, a useful economic life (‘UEL’)
of 13 years and remaining amortisation of 11.75 years).
goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the occurrence
of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Other intangibles relate to
capitalised software costs and website development costs which are internally generated.
Additions through business combinations totalling £49.1m in the prior year related to the acquisition of ActualTech LLC, a provider of
content marketing solutions for B2B marketers, and Gardening Know How, a specialist interest site for gardening based in the US.
The Group conducted an impairment review of its intangible assets, resulting in the recognition of a £4.0m impairment in the UK and a
£0.5m
impairment in the US. At 30 September 2024 the fair value of the individual assets impaired was nil.
The Group performed its impairment testing as of 31 July 2024. An assessment was made to identify any indicators of impairment during
the remaining two months of the year to 30 September 2024, with no indicators identified. No reasonably possible change in assumptions
would result in an impairment.
Impairment assessments for goodwill
A goodwill impairment review for the group CGUs was conducted on 31 July 2024. The assumptions used in this review were based on
information available as of that date.
The net book value of goodwill at 30 September 2024 consists of £603.0m (2023: £603.0m) relating to the UK, £396.6m (2023: £438.9m)
relating to the US and £12.1m (2023: £11.7m) relating to Australia. The basis for calculating recoverable amounts is described in the
accounting policies on page 138.
Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor behaviour
in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political,
economic or legal systems of some countries.
As detailed in the accounting policies on page 138 the UK, US and Australian sectors are considered to be the smallest group of cash
generating units (‘CGU’) which independently generate cashflows and at which goodwill is monitored, so impairment testing has been
performed at this level. Goodwill cannot be monitored at a lower level than the operating segment level and although Australia is not
disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because it represents less than 10% of the
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Future plc
Other assumptions that influence estimated recoverable amounts are set out below:
2024 | UK | US | AUS |
| Value in use Three-year | Value in use Three-year plans | Value in use Three-year | |
Basis of recoverable amount Source used | plans Discounted cash | Discounted cash flow | plans Discounted cash flow |
flow | |||
Growth rate to perpetuity 1 | 1.70% | 2.10% | 2.20% |
Adjusted EBITDA margins 2 | 19.7% to 22.1% | 45.15% to 47.1% | 35.2% to 40.8% |
Post-tax discount rate | 10.1% | 10.0% | 11.7% |
Pre-tax discount rate | 13.2% | 13.2% | 18.1% |
1
Growth rate assumptions are based off growth rate forecasts as at 31 July 2024.
2
Note that EBITDA margins are after intra-group adjustments for management fees and licence charges. See reconciliation between adjusted EBITDA and operating profit in the Glossary
section on page 170.
2023 | UK | US | AUS |
| Value in use Three-year | Value in use Three-year plans | Value in use Three-year plans | |
Basis of recoverable amount Source used | plans Discounted cash | Discounted cash flow | Discounted cash flow |
flow | |||
Growth rate to perpetuity | 2.0% | 2.3% | 2.2% |
Adjusted EBITDA margins* | 30.2% to 37.9% | 24.4% to 26.1% | 30.0% to 32.3% |
Post-tax discount rate | 9.1% | 9.9% | 10.1% |
Pre-tax discount rate | 11.7% | 12.9% | 16.4% |
*
Note that EBITDA margins are after intra-group adjustments for management fees and licence charges. See reconciliation between adjusted EBITDA and operating profit in the Glossary
section on page 170.
Management has determined the values assigned to each of the above key assumptions as follows:
Assumption | Approach used to determining values |
Growth rate into perpetuity | This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan to five years. The rates are consistent |
with forecast GDP growth for the relevant jurisdictions and are supported by the Group's long term average annual growth rate. | |
Adjusted EBITDA | Adjusted EBITDA margin is based on budgeted and forecast margins from the Group’s three-year plan (based on past performance |
margins assumed | and management’s expectations for the future), adjusted to include intra-group management and licence charges. |
Post-tax discount rate | Reflects risks relevant to each CGU and the country in which they operate. |
Pre-tax discount rate | The post-tax discount rate adjusted for the impact of tax. |
Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment has
been made for other items, such as lease expenses, which are not included within EBITDA following the adoption of IFRS 16 in prior years. A
2024 | 2023 | |
Company | £m | £m |
Shares in Group undertakings | ||
At 1 October | 1,311.1 | 1,273.5 |
Additions | 55.7 | 37.6 |
At 30 September | 1,366.8 | 1,311.1 |
Additions of £55.7m include a £47.4m (2023: £30.0m) capitalisation of amounts owed to the Company by other Group companies.
The remaining additions of £8.3m (2023: £7.6m) represents the fair value of share-based compensation awards granted to employees of
subsidiary undertakings of Future Holdings 2002 Limited.
The Directors believe that the carrying values of the investments are supported by their underlying assets. An impairment assessment has
Annual Report and Accounts 2024
Financial Statement
151
The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current and prior years.
Intangible | Share-based | Temporary | Depreciation vs | |||
assets | payments | differences | tax allowances | Tax losses | Total | |
£m | £m | £m | £m | £m | £m | |
At 1 October 2022 | (142.1) | 2.0 | 2.1 | 5.4 | 2.4 | (130.2) |
Acquisitions | 0.9 | - | - | (0.2) | - | 0.7 |
Credited/(charged) to income statement | 9.2 | (0.8) | 13.5 | (0.5) | (1.8) | 19.6 |
Credited to equity | - | 0.6 | (1.5) | - | - | (0.9) |
Exchange adjustment | 3.7 | (0.1) | 0.1 | - | (0.1) | 3.6 |
At 30 September 2023 | (128.3) | 1.7 | 14.2 | 4.7 | 0.5 | (107.2) |
Acquisitions | (0.2) | - | - | (0.1) | - | (0.3) |
Credited/(charged) to income statement | 9.3 | 1.4 | 1.5 | (0.2) | (0.5) | 11.5 |
Charged to equity | - | 0.1 | 1.5 | - | - | 1.6 |
Exchange adjustment | 2.5 | - | (1.5) | (0.1) | - | 0.9 |
At 30 September 2024 | (116.7) | 3.2 | 15.7 | 4.3 | - | (93.5) |
Of the temporary differences,
£11.6m relates to US interest (2023: nil). Certain deferred tax assets and liabilities will reverse within 12
months of the year end. The following sets out the expected reversal profile:
Intangible | Share-based | Temporary | Depreciation vs | |||
assets | payments | differences | tax allowances | Tax losses | Total | |
£m | £m | £m | £m | £m | £m | |
Within one year | (13.0) | 1.1 | 3.3 | 0.8 | - | (7.8) |
More than one year | (103.7) | 2.1 | 12.4 | 3.5 | - | (85.7) |
At 30 September 2024 | (116.7) | 3.2 | 15.7 | 4.3 | - | (93.5) |
As at 30 September 2024 the Group has unrecognised capital losses totalling £13.8m (2023: £13.8m) and unrecognised unutilised non-
trade loan relationship deficits totalling £1.2m (2023: £1.2m). These all arise in the UK.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these assets
will be recovered.
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries as any remitted earnings would not give rise to a tax
liability in the foreseeable future. See note 8 for the impact of any changes in tax rates compared to the previous accounting period which
have been substantively enacted and have impacted the measurement of deferred tax balances.
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Non-current assets: | ||||
Amounts owed by Group undertakings | - | 84.6 | - | 164.8 |
Current assets: | ||||
Trade receivables | 74.6 | - | 79.9 | - |
Allowance for impairment of trade receivables | (8.6) | - | (4.5) | - |
Trade receivables net | 66.0 | - | 75.4 | - |
Amounts owed by Group undertakings | - | 5.6 | - | 2.9 |
Other receivables | 5.6 | - | 6.7 | - |
Prepayments | 19.7 | - | 18.7 | - |
Accrued income | 24.0 | - | 22.7 | - |
Total | 115.3 | 90.2 | 123.5 | 167.7 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Trade
receivables are presented net of magazine returns provision of £42.5m (2023: £51.5m).
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Future plc
The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. The movement in the
Group allowance for impairment of trade receivables during the year is as follows:
Group | Group | |
2024 | 2023 | |
Provision | £m | £m |
At 1 October | 4.5 | 7.1 |
Impairment losses recognised on trade receivables: | ||
Provided for in the year | 6.5 | - |
Receivables written off during the year | (1.7) | (2.3) |
Foreign exchange movement | (0.7) | (0.3) |
At 30 September | 8.6 | 4.5 |
Trade receivables are written off to administration expenses where there is not a reasonable expectation of recovery.
The primary indicator that there is not reasonable expectation of recovery would be a customer’s liquidation but there
are also instances where legal proceedings and/or debt recovery have not succeeded. Receivables written off during the
year included amounts provided for in full on prior acquisitions.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. To measure the expected credit losses trade receivables are grouped by trading
subsidiaries. The expected losses are based on historical credit losses for the 24 months in the period to 30 September 2024.
Additionally, in 2024 we have increased the provision to account for a £2.0m (2023: nil) specific provision relating to a
US magazine distributor, which has suspended payments pending their refinancing, and a £2.0m increase (2023: £1.2m
reduction) in the provision, relating to aged receivables in the US and UK advertising sector.
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
2024 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
Gross carrying amount of trade receivables (£m) | 58.4 | 6.0 | 2.5 | 2.8 | 4.9 | 74.6 |
Allowance for impairment of trade receivables | ||||||
| (£m) | 2.5 | 0.7 | 0.6 | 1.6 | 3.2 | 8.6 |
Expected loss rate | 2.4% | 7.4% | 18.2% | 80.0% | 100.0% |
2023 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
Gross carrying amount of trade receivables (£m) | 66.8 | 4.5 | 2.4 | 1.6 | 4.6 | 79.9 |
Allowance for impairment of trade receivables | ||||||
| (£m) | 0.5 | 0.6 | 1.4 | 0.4 | 1.6 | 4.5 |
Expected loss rate | 0.7% | 14.6% | 60.9% | 23.5% | 44.4% |
Annual Report and Accounts 2024
Financial Statement
153
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default credit
terms range between 30 and 60 days depending on the geography and revenue stream but can be extended for commercial reasons.
Credit Risk management will take the final decision on customer credit and extension credit terms after considering the following factors;
trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group
does not hold any collateral as security for trade receivables.
All the Company’s receivables are with Group undertakings. Amounts due from Group undertakings are stated at amortised cost including a
provision for expected credit losses. For the purpose of impairment assessment, amounts due from group undertakings are considered low
credit risk and therefore, the Company measures the provision at an amount equal to 12-month expected credit losses. Impairment provision
is not material to the financial statements. The subsidiary is covered by the Group’s liquidity arrangements hence the probability of default is
insignificant. Interest on £75.3m (2023: £125.3m) of the amounts owed by Group undertakings has been charged at the Secured Overnight
Financing Rate (‘SOFR’) plus 2%. The balance of amounts owed by Group undertakings is interest-free without any terms for repayment and
Cash and cash equivalents include the following for the purposes of the cash flow statements:
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Cash and cash equivalents | 39.7 | 0.2 | 60.3 | 0.8 |
The decrease in cash is principally due to £93.0m of debt repayments as well as the share buyback programme with a cash spend of £63.1m in
the year (see notes
22 and 23 for further detail).
The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group operates. Credit risk
is minimised by considering the credit standing of all potential counterparties before selecting them by the use of external credit ratings. Over
99.9% of the Group’s cash and cash equivalent balance was held with counterparties with a minimum S&P credit rating of A-. The Group monitors
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Current liabilities | ||||
Trade payables | 20.6 | - | 26.0 | - |
Amounts owed to Group undertakings | - | - | - | 31.0 |
Other taxation and social security | 4.4 | - | 8.7 | - |
Global sales tax | 11.3 | - | 6.1 | - |
Other payables | 14.8 | 0.2 | 12.4 | 0.2 |
Accruals | 70.6 | 8.8 | 75.2 | 8.1 |
Total current liabilities | 121.7 | 9.0 | 128.4 | 39.3 |
Non-current liabilities | ||||
Amounts owed to Group undertakings | - | 202.1 | - | 25.1 |
Total | 121.7 | 211.1 | 128.4 | 64.4 |
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk
management policies in place to ensure all payables are paid within the agreed credit terms.
154
Future plc
Interest rate at | Group | Company | Group | Company | ||
Interest rate at | 30 September | 2024 | 2024 | 2023 | 2023 | |
30 September 2024 | 2023 | £m | £m | £m | £m | |
Export development guarantee term | ||||||
| facility | 6.39% | 7.04% | 276.2 | 276.2 | 295.2 | 295.2 |
US dollar revolving loan | - | 7.43% | - | - | 81.8 | 81.8 |
AUS dollar revolving loan | - | 6.06% | - | - | 10.5 | - |
Total | 276.2 | 276.2 | 387.5 | 377.0 |
Interest rate at | Group | Company | Group | Company | ||
Interest rate at | 30 September | 2024 | 2024 | 2023 | 2023 | |
30 September 2024 | 2023 | £m | £m | £m | £m | |
Export development guarantee term | ||||||
facility | 6.39% | - | 20.0 | 20.0 | - | - |
Total | 20.0 | 20.0 | - | - |
The interest-bearing liabilities are repayable as follows:
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Within one year | 20.0 | 20.0 | - | - |
Between one and two years | 130.0 | 130.0 | 20.0 | 20 |
Between two and five years | 146.2 | 146.2 | 367.5 | 357.0 |
Total | 296.2 | 296.2 | 387.5 | 377.0 |
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £3.9m (2023: £7.7m).
Following a review of its committed facilities and expected utilisation the Group reduced the commitments on its Revolving Credit Facility
(‘RCF’) from £500.0m to £350.0m on 16 February 2024 and on its Export Development Guarantee (‘EDG’) term facility from £400.0m
to £300.0m on 29 February 2024. At 30 September 2024, 53.8% (£350.0m of £650.0m) of the Group’s facilities remained undrawn (30
September 2023: 56.1% (£504.8m of £900.0m) undrawn).
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants.
The RCF has a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group’s leverage
covenant changes. This margin ranges between between 1.75% and 3.00%.
The EDG term facility has a fixed margin of 2.0%.
The key covenants for all facilities are set out in the glossary section on page 172.
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
Other financial liability | 12.2 | 12.2 | - | - |
The other financial liability relates to an obligation at 30 September 2024 for the Group to purchase own shares under the terms of its
Annual Report and Accounts 2024
Financial Statement
155
Property | Other | Total | |
£m | £m | £m | |
At 1 October 2022 | 9.1 | 12.3 | 21.4 |
Charged/(released) in the year | 0.3 | (1.0) | (0.7) |
Utilised in the year | (2.7) | (8.9) | (11.6) |
Foreign exchange movement | - | (1.9) | (1.9) |
At 30 September 2023 | 6.7 | 0.5 | 7.2 |
Charged in the year | 1.2 | 0.4 | 1.6 |
Utilised in the year | (3.4) | (0.7) | (4.1) |
At 30 September 2024 | 4.5 | 0.2 | 4.7 |
The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of the
vacant property provision is expected to be utilised over the next three years.
Group | Group | |
2024 | 2023 | |
£m | £m | |
Lease liability due in more than one year | 29.8 | 35.5 |
The Group applies IFRS 9 Financial Instruments. For the Group’s financial assets and liabilities, the following table shows the measurement
categories under IFRS 9:
Financial asset/liability | IFRS 9 classification |
Cash and cash equivalents | Amortised cost |
Trade and other receivables | Amortised cost |
Interest-bearing loans and borrowings | Amortised cost |
Lease liabilities | Amortised cost |
Other financial liability | Amortised cost |
Contingent consideration | Fair value |
Derivative financial instruments | Fair value |
There has not been a significant impact on the carrying amounts of assets held. The carrying value of financial instruments measured at
amortised cost approximates their fair value.
Financial instruments by category
The Group has exposure to changes in cash flows due to changes in interest rates. To manage this risk, the Group entered into floating-to-
fixed interest rate swaps in 2023 to hedge a proportion of its floating rate exposure to fixed rates. The debt has similar critical terms to the
floating leg of swaps that form part of the cash flow hedges, such as the reference rate, reset dates, notional amounts, payment dates and
maturities. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged
item is more than 12 months and as a current asset or liability, if the maturity of the hedged item is less than 12 months.
There was no ineffectiveness to be recorded from the use of interest rate swaps. The Group did not enter into any netting arrangements.
156
Future plc
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 30 September 2024:
Level 2 | |
Fair value | |
Financial asset | £m |
Asset | |
Financial asset - derivatives | 1.4 |
Liabilities | |
Financial liability - derivatives | (1.4) |
Fair values
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the
source of inputs used to derive the fair value. The classification uses the following three-level hierarchy:
Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2:
Other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or
indirectly; and
Level 3:
Techniques which use inputs, which have a significant effect on the recorded fair value, that are not based on observable market data.
There have been no transfers between levels during the year to 30 September 2024 (30 September 2023: none).
Contingent consideration
At 30 September 2024 there was no contingent consideration payable. At 30 September 2023 contingent consideration of £8.2m
($10.0m) related to the acquisition of ActualTech, LLC, which was paid in full on 31 January 2024 (being £7.9m after the impact of foreign
exchange on settlement).
The Group’s financial assets and financial liabilities are set out below:
2024 | |||||
Amortised | Fair value through profit | Total carrying | Total fair | ||
cost | and loss | value | value | ||
Group | Note | £m | £m | £m | £m |
Financial asset - derivative | - | 1.4 | 1.4 | 1.4 | |
Finance lease receivable | 2.0 | - | 2.0 | 2.0 | |
Trade receivables net | 15 | 66.0 | - | 66.0 | 66.0 |
Other receivables | 15 | 5.6 | - | 5.6 | 5.6 |
Cash and cash equivalents | 16 | 39.7 | - | 39.7 | 39.7 |
Total financial assets | 113.3 | 1.4 | 114.7 | 114.7 | |
Trade payables | 17 | (20.6) | - | (20.6) | (20.6) |
Other liabilities | 17 | (101.1) | - | (101.1) | (101.1) |
Financial liabilities - derivative | - | (1.4) | (1.4) | (1.4) | |
Other financial liability | 19 | (12.2) | - | (12.2) | (12.2) |
Current and non-current borrowings | (296.2) | - | (296.2) | (296.2) | |
Lease liabilities | (38.2) | - | (38.2) | (38.2) | |
Total financial liabilities | (468.3) | (1.4) | (469.7) | (469.7) |
2023 | |||||
Amortised | Fair value through profit | Total carrying | Total fair | ||
cost | and loss | value | value | ||
Group | Note | £m | £m | £m | £m |
Financial asset - derivatives | - | 6.0 | 6.0 | 6.0 | |
Finance lease receivable | 3.3 | - | 3.3 | 3.3 | |
Trade receivables net | 15 | 75.4 | - | 75.4 | 75.4 |
Other receivables | 15 | 6.7 | - | 6.7 | 6.7 |
Cash and cash equivalents | 16 | 60.3 | - | 60.3 | 60.3 |
Total financial assets | 145.7 | 6.0 | 151.7 | 151.7 | |
Trade payables | 17 | (26.0) | - | (26.0) | (26.0) |
Other liabilities | 17 | (93.7) | - | (93.7) | (93.7) |
Financial liabilities - derivatives | 18 | - | (0.1) | (0.1) | (0.1) |
Contingent consideration | - | (8.2) | (8.2) | (8.2) | |
Non-current borrowings | (395.2) | - | (395.2) | (395.2) | |
Lease liabilities | 21 | (44.8) | - | (44.8) | (44.8) |
Total financial liabilities | (559.7) | (8.3) | (568.0) | (568.0) |
Annual Report and Accounts 2024
Financial Statement
157
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. If an active market exists, the market price is applied. If an active market does not exist a discounted
cash flow or generally accepted estimation and valuation technique based on market conditions at the balance sheet date is used to
calculate an estimated value.
The valuation technique used to measure the fair value of the derivatives is discounted cash flows.
The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising from
those operations. The agreements governing the principal instruments entered into were approved by the Board.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns and
benefits for shareholders.
The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the
financing of capital expenditure and acquisitions, the management of interest rates on the Group’s debt, the investment of surplus cash
and the management of the Group’s debt facilities. The Group manages all of these exposures with an objective of remaining within
covenant ratios agreed with the Group’s banks, and the Group has been in compliance with its covenants during the year. These ratios are
disclosed in the Glossary on page 172.
Currency and interest rate profile
The currency and interest rate profile of the Group’s financial assets and liabilities is shown below:
| Financial assets | Financial liabilities | ||||||||
Floating | Non-interest | Floating | Non-interest | Net financial | |||||
| rate | Fixed rate | bearing | Total | rate | Fixed rate | bearing | Total | (liabilities)/ assets | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 30 September | |||||||||
2024 | |||||||||
Currency: | |||||||||
Sterling | 31.1 | 1.4 | 21.0 | 53.5 | (300.0) | (1.4) | (138.8) | (440.2) | (386.7) |
US Dollar | 6.4 | - | 45.4 | 51.8 | - | - | (9.7) | (9.7) | 42.1 |
Euro | 0.9 | - | 2.4 | 3.3 | - | - | (5.9) | (5.9) | (2.6) |
AUS Dollar | 1.0 | - | 1.2 | 2.2 | - | - | (0.1) | (0.1) | 2.1 |
Other | 0.3 | - | 3.6 | 3.9 | - | - | (1.1) | (1.1) | 2.8 |
Total | 39.7 | 1.4 | 73.6 | 114.7 | (300.0) | (1.4) | (155.6) | (457.0) | (342.3) |
At 30 September | |||||||||
2023 | |||||||||
Currency: | |||||||||
Sterling | 41.6 | 6.0 | 18.5 | 66.1 | (300.0) | (0.1) | (125.8) | (425.9) | (359.8) |
US Dollar | 13.7 | - | 54.1 | 67.8 | (84.4) | - | (39.6) | (124.0) | (56.2) |
Euro | 2.9 | - | 4.1 | 7.0 | - | - | (4.5) | (4.5) | 2.5 |
AUS Dollar | 1.8 | - | 1.0 | 2.8 | (10.8) | - | (2.6) | (13.4) | (10.6) |
Other | 0.3 | - | 7.7 | 8.0 | - | - | (0.2) | (0.2) | 7.8 |
Total | 60.3 | 6.0 | 85.4 | 151.7 | (395.2) | (0.1) | (172.7) | (568.0) | (416.3) |
In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £3.8m (2023: £7.7m).
Interest rate risk
Details of the interest rates on borrowings as at 30 September 2024 are set out in note 18.
At 30 September 2024 the Group had £39.7m (2023: £60.3m) of interest-bearing assets. The Group is also exposed to interest rate risk
as it borrows funds at floating interest rates through its bank facilities. Borrowings issued at variable rates expose the Group to cash flow
interest rate risk. The Group evaluates its risk appetite towards interest rate risks regularly and during 2023 undertook hedging activities to
manage interest rate risk in relation to its debt facilities, further details are provided below.
The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note.
For the year ended 30 September 2024, if interest rates on net debt had been on average 1.0% higher/lower, throughout the year, with all
other variables held constant, the post-tax profit would have decreased/increased by £0.1m (2023: £1.9m).
There would be no impact on
equity excluding retained earnings.
Derivatives designated as cash flow hedges
The Group has entered into interest rate swap agreements which swap the interest profile a notional £300.0m (2023: £300.0m) on the
Group’s EDG term facility to mitigate the risk of fluctuations in interest rates whereby it receives a variable interest rate based on SONIA
158
Future plc
and pays fixed rates of between 3.720% and 4.987%.
At the inception of designated hedging relationships, the Group documents the risk
management objectives and strategy for undertaking the hedge and documents the economic relationship between the hedge item and
hedging instrument.
Fair value and cash flow hedge effectiveness
There is an economic relationship between the hedged items and the hedging instruments as the terms of the interest rate match
the notional amount and expected payment date of the hedged items. The Group has established a hedge ratio of 1:1 for the hedging
relationships as the underlying risk of the instruments are identical to the hedged risk components. To test the hedge effectiveness, the
Group compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable
to the hedged risks.
The impact of the hedging instruments and hedged items on the statement of financial position is as follows:
Change in fair | ||||||
Line item in | value used for | Change in | ||||
statement of | measuring | fair value | ||||
Notional | Carrying | financial | ineffectiveness | of hedged | ||
amount | value | position | for the year | item | ||
As at 30 September 2024 | £m | £m | £m | £m | Hedged item | £m |
Cash flow hedge | ||||||
Interest rate swaps | 300.0 | - | Derivative financial | (5.9) | EDG facility | 5.9 |
instruments |
The impact of the hedging instruments in the consolidated income statement and other comprehensive income (OCI) is as follows:
Total hedging | Amount | Accumulated value | ||
gain/(loss) | reclassified from | Line item in | recognised in cash | |
recognised in OCI | OCI to profit or loss | the consolidated | flow hedge reserve | |
As at 30 September 2024 | £m | £m | income statement | £m |
Cash flow hedge | ||||
Interest rate swaps | (4.4) | (1.6) | Finance costs | - |
Impact of hedging on equity:
Cash flow | Cash flow | |
hedge reserve | hedge reserve | |
FY 2024 | FY 2023 | |
£m | £m | |
As at 1 October | 4.4 | - |
Change in fair value recognised in other comprehensive income | ||
- Interest rate swaps | (4.3) | 5.9 |
Reclassified to profit or loss as hedged item effects profit or loss | (1.6) | - |
Deferred tax impact | 1.5 | (1.5) |
As at 30 September | - | 4.4 |
Foreign exchange risk
Some of the Group’s activities are carried out in countries outside the United Kingdom where transactions are carried out in that country’s
own functional currency. Movements in exchange rates can therefore have a significant impact on the Group’s total cash flows, whilst the
translation of the results, assets and liabilities of foreign operations into Sterling can have a significant effect on the Group’s reported
profits and balance sheet. The main exposure is to movements in the US Dollar against Sterling.
The Group’s policy for managing exchange rate risk is summarised as follows:
Transaction exposure – the Group manages this by ensuring that transactions are denominated in the local functional currency of the
operating units wherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered, however the
Group seeks to ensure that its balance sheet positions are naturally hedged wherever possible. The use of forward contracts (or any other
derivative financial instrument) is subject to authorisation by the Board.
Annual Report and Accounts 2024
Financial Statement
159
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 20 percent in the value of the
US Dollar against Sterling would have had the following impact on the Group’s current year profit after tax and on retained earnings:
2024 currency risks expressed in | |
USD/GBP | |
£m | |
Reasonable shift | 20% |
Impact on profit after tax if USD strengthens against GBP | (4.2) |
Impact on profit after tax if USD weakens against GBP | 4.2 |
Impact on shareholders' funds if USD strengthens against GBP | 78.8 |
Impact on shareholders' funds if USD weakens against GBP | (78.8) |
2023 currency risks expressed in | |
USD/GBP | |
£m | |
Reasonable shift | 20% |
Impact on profit after tax if USD strengthens against GBP | (1.9) |
Impact on profit after tax if USD weakens against GBP | 1.9 |
Impact on shareholders' funds if USD strengthens against GBP | 62.8 |
Impact on shareholders' funds if USD weakens against GBP | (62.8) |
The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances denominated
in currencies other than the functional currency of the entity to which they relate. The retained earnings impact reflects the currency
translation differences that would arise directly within other comprehensive income upon retranslation of the Group’s US subsidiaries on
consolidation. The method of estimation involves assessing the translation impact of the US dollar.
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s borrowings are
disclosed in note 19.
The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above to mitigate any
liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The following table shows the
Group’s remaining contractual maturity for financial liabilities and derivative financial instruments. The table has been drawn up based
on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay, including estimated
interest payments but excluding amortisation of bank arrangement fees:
Less than | Between one | Between two | Between five | Over ten | ||
one year | and two years | and five years | and ten years | years | Total | |
30 September 2024 | £m | £m | £m | £m | £m | £m |
Trade payables | (20.6) | - | - | - | - | (20.6) |
Lease liabilities | (8.4) | (6.3) | (14.3) | (13.4) | (3.0) | (45.4) |
Other financial liability | (12.2) | - | - | - | - | (12.2) |
Other liabilities | (101.1) | - | - | - | - | (101.1) |
Financial liabilites - derivatives | - | (1.4) | - | - | - | (1.4) |
Borrowings | (39.1) | (67.0) | (247.3) | - | - | (353.4) |
Total financial liabilities | (181.4) | (74.7) | (261.6) | (13.4) | (3.0) | (534.1) |
Less than | Between one | Between two | Between five | Over ten | ||
one year | and two years | and five years | and ten years | years | Total | |
30 September 2023 | £m | £m | £m | £m | £m | £m |
Trade payables | (26.0) | - | - | - | - | (26.0) |
Lease liabilities | (9.3) | (7.3) | (13.0) | (11.8) | (3.4) | (44.8) |
Other liabilities | (89.9) | - | - | - | - | (89.9) |
Contingent consideration | (8.2) | - | - | - | - | (8.2) |
Financial liabilites - derivatives | - | - | (0.1) | - | - | (0.1) |
Borrowings | (26.0) | (45.9) | (417.3) | - | - | (489.2) |
Total financial liabilities | (159.4) | (53.2) | (430.4) | (11.8) | (3.4) | (658.2) |
160
Future plc
Number of | 2024 | Number of | 2023 | |
shares | £m | shares | £m | |
Allotted, authorised, issued and fully paid Ordinary shares of 15p each | ||||
At 1 October | 119,077,135 | 17.8 | 120,855,930 | 18.1 |
Share buyback | (6,992,733) | (1.0) | (1,784,349) | (0.3) |
Share Incentive Plan matching shares | 3,624 | - | 5,554 | - |
At 30 September | 112,088,026 | 16.8 | 119,077,135 | 17.8 |
During the year, 3,624 Ordinary shares were issued under the Share Incentive Plan for a combined total cash commitment of £nil (2023:
5,554 ordinary shares, total cash commitment of £nil).
During the year the Group undertook a further
share buyback programme, resulting in a reduction in share capital of 7.0m shares in the
The income statement charge for the year for share-based payments (and related social security costs) was £9.2m (2023: £7.8m), of which
£8.9 (2023: £7.8m) is included in ‘adjusting items’ in the income statement see page 170 for a reconciliation of adjusting items). This charge
has been included within administration expenses.
These charges arise when employees are granted awards under the Group’s share option schemes, the Value Creation Plan (VCP),
Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan
(ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates to
the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate model for
each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.
A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:
2024 | 2023 | |
Number of | Number of | |
options/awards | options/awards | |
Outstanding at 1 October | 1,392,757 | 1,193,033 |
Granted | 2,164,670 | 653,640 |
Share awards exercised | (256,138) | (249,597) |
Cancelled | (380,352) | (204,319) |
Outstanding at 30 September | 2,920,937 | 1,392,757 |
Exercisable at 30 September | 536,076 | 430,196 |
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £8.313
(2023: £14.380). A reconciliation of movements in the number of options awarded under the VCP is shown below:
2024 | 2023 | |
Number of units | Number of units | |
Outstanding at 1 October | 1,772,308 | 2,275,936 |
Granted | - | 311,175 |
Cancelled | (695,992) | (814,803) |
Outstanding at 30 September | 1,076,316 | 1,772,308 |
The outstanding amount for FY 2024 relate to the second and third VCP tranches, following the lapse of the third tranche. A total of
1,960,000 (2023: 2,940,000) units are available for issue, 980,000 units per tranche, leaving a headroom at 30 September 2024 of
883,684 (2023: 1,167,692 units). Further details regarding the rules of the scheme can be found on page 163.
Annual Report and Accounts 2024
Financial Statement
161
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual lives
are as follows:
Weighted average remaining | ||||
| Number of options/awards | contractual life in years | |||
2024 | 2023 | 2024 | 2023 | |
PSP | ||||
November 2018 | 51,537 | 273,032 | - | - |
May 2019 | 14,149 | 14,149 | - | - |
November 2019 | 100,709 | 100,709 | - | - |
February 2020 | 7,500 | 7,500 | - | - |
July 2020 | 10,000 | 10,000 | - | - |
February 2021 | 17,639 | 17,639 | - | 1 |
March 2021 | 1,250 | 2,500 | - | 1 |
May 2021 | 9,500 | 20,750 | - | 1 |
July 2022 | 1,805 | 1,805 | 1 | 2 |
September 2022 | 321,987 | 330,884 | 1 | 2 |
October 2022 | 13,000 | 13,000 | - | 1 |
December 2022 | 15,000 | 15,000 | - | 1 |
February 2023 | 30,000 | 309,821 | 1 | 2 |
April 2023 | 12,647 | 42,314 | 1 | 2 |
May 2023 | 79,545 | 138,018 | 2 | 3 |
October 2023 | 114,006 | - | 2 | - |
December 2023 (2 year) | 699,426 | - | 1 | - |
December 2023 (3 year) | 1,233,477 | - | 2 | - |
March 2024 | 66,106 | - | 2 | - |
May 2024 | 7,280 | - | 3 | - |
June 2024 | 1,910 | - | 2 | - |
July 2024 | 2,506 | - | 3 | - |
September 2024 | 36,465 | - | 3 | - |
DABS | ||||
November 2015 | 2,663 | 2,663 | - | - |
November 2019 | - | 12,155 | - | - |
November 2020 | - | 9,988 | - | - |
February 2022 | 19,993 | 19,993 | - | 1 |
December 2022 | 50,837 | 50,837 | 1 | - |
Total outstanding at 30 September | 2,920,937 | 1,392,757 | ||
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at 30
September 2024 is £nil (2023: £nil).
162
Future plc
The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:
2024 | |||||||||||||
PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | PSP | |
Grant date | 11 Oct 2023 | 31 Oct 2023 21 Dec 2023 21 Dec 2023 | 1 Mar 2024 18 Mar 2024 18 Mar 2024 17 May 2024 | 5 Jun 2024 | 11 Jul 2024 19 Sep 2024 19 Sep 2024 19 Sep 2024 | ||||||||
Share price at grant date | £9.24 | £8.85 | £7.59 | £7.59 | £6.34 | £5.99 | £5.99 | £10.24 | £11.41 | £11.03 | £10.45 | £10.45 | £10.45 |
Exercise price | - | - | - | - | - | - | - | - | - | - | - | - | - |
Vesting period (years) | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
Expected volatility ¹ | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | ||||||
Option life (years) | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
Expected life (years) | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
Risk-free rate | - | - | - | - | - | - | - | - | - | - | - | - | - |
Dividend yield | - | - | - | - | - | - | - | - | - | - | - | - | - |
Fair value ² , ⁵ | £9.24 | £8.85 | £7.59 | £6.04 | £5.42 | £5.24 | £5.24 | £7.37 | £7.45 | £7.45 | £10.45 | £10.45 | £10.45 |
Fair value – TSR element ³ | - | - | - | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | - | - | - |
Fair value – non | |||||||||||||
| market-based element ⁴ | £9.24 | £8.85 | £7.59 | £7.59 | £6.34 | £5.99 | £5.99 | £10.24 | £11.41 | £11.03 | £10.45 | £10.45 | £10.45 |
2023 | |||
PSP | PSP | PSP | |
Grant date | 27 Feb 2023 | 3 Apr 2023 | 19 May 2023 |
Share price at grant date | £14.00 | £11.18 | £8.96 |
Exercise price | - | - | - |
Vesting period (years) | 3 | 3 | 3 |
Expected volatility ¹ | |||
Option life (years) | 3 | 3 | 3 |
Expected life (years) | 3 | 3 | 3 |
Risk-free rate | - | - | - |
Dividend yield | - | - | - |
Fair value ² , ⁵ | £14.00 | £11.18 | £8.96 |
Fair value – TSR element ³ | - | - | - |
Fair value – EPS element ⁴ | £14.00 | £11.18 | £8.96 |
Notes:
1.
The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based performance
criteria, notably TSR and share price performance, the Group has used a Monte Carlo model to determine the fair value.
3. 50% of PSP grants which have market-based performance criteria have been valued using a Monte Carlo model.
4. 50% of PSP grants which have non-market based performance criteria have been valued using a Black-Scholes model.
There were no new grants made for the VCP scheme during the FY 2024 year. For FY 2023, the fair value per share for grants made under
the VCP during the year and the assumptions used in the calculation are as follows:
2023 | ||||||||
VCP | VCP | VCP | VCP | VCP | VCP | VCP | VCP | |
Grant date | 27 Feb 2023 | 27 Feb 2023 | 5 Dec 2022 | 5 Dec 2022 | 5 Dec 2022 | 3 Oct 2022 | 3 Oct 2022 | 3 Oct 2022 |
Market | ||||||||
capitalisation at | £1,692m | £1,692m | £1,722m | £1,722m | £1,722m | £1,640m | £1,640m | £1,640m |
grant date | ||||||||
Hurdle | £1,903m | £1,903m | £1,903m | £1,903m | £1,903m | £1,903m | £1,903m | £1,903m |
Vesting period | ||||||||
| (years) | 4 | 5 | 3 | 4 | 5 | 3 | 4 | 5 |
Expected | ||||||||
| volatility | 58% | 56% | 60% | 58% | 56% | 60% | 58% | 55% |
Risk-free rate | 3.68% | 3.68% | 3.25% | 3.21% | 3.18% | 4.17% | 4.16% | 4.12% |
Fair value | £6.42m | £7.31m | £4.99m | £7.50m | £7.73m | £5.26m | £7.28m | £7.50m |
Annual Report and Accounts 2024
Financial Statement
163
Value Creation Plan (VCP)
The VCP was launched in FY 2021. The VCP comprised three equal tranches, based on performance measured over three periods, from 1
October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025.
The plan is designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional shareholder
returns over the long-term. To the extent that performance exceeds the hurdle on a measurement date, participants share 3.33% of the
shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are 980,000 per tranche,
of which a small pool is reserved for future hires and promotions. Units vest based on value created in terms of £ TSR, being the growth in
Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over and
above a hurdle rate of return of 10% per annum.
Future’s starting market capitalisation is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each
measurement date will be calculated with reference to the average closing return index over the three months ending on that date. To the
extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full, immediately. There will
be no re-testing allowed. Tranche 1 has lapsed in full.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022, July 2022, October 2022, December
2022 and February 2023.
The remaining contractual life of the VCP is 1 year and the exercise price is nil.
Performance Share Plan (PSP)
The PSP is a share-based incentive scheme open to the Executive Directors and certain other key employees and ‘rising stars’, usually
based on a percentage of the participant’s salary. Awards under this scheme are subject to stretching performance criteria measured
against a combination of Adjusted Diluted Earnings Per Share (“EPS”), and Total Shareholder Return (”TSR”) (in prior years, share price)
performance, depending on the date of grant. Unless the Remuneration Committee decides otherwise at the date of grant, awards will vest
three years after the date of grant subject to the participant’s continued employment within the Group and achievement of the following
performance criteria.
Performance criteria in respect of awards granted during the year ended 30 September 2020:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of 25%
vesting for the EPS element requires a 7% CAGR, with 100% vesting at 16% CAGR. The threshold entry point of 25% vesting for the TSR
element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum
for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2021:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of 25%
vesting for the EPS element requires a 7% CAGR, with 100% vesting at 23% CAGR. The threshold entry point of 25% vesting for the TSR
element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum
for both elements.
The award made in May 2021 is not subject to performance conditions.
Performance criteria in respect of awards granted during the year ended 30 September 2022:
Performance metrics are weighted 100% on the Group’s adjusted EPS. The threshold entry point of 25% vesting for the EPS element
requires a 6% CAGR, with 100% vesting at 12% CAGR. Vesting will be on a straight line basis between the threshold and maximum.
One of the awards made in July 2022 is not subject to performance conditions.
The performance metric for the other award made in July 2022 are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s
TSR. The threshold entry point of 25% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 12% CAGR. The threshold
entry point of 25% vesting for the TSR element requires 5% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis
between the threshold and maximum for both elements.
The perfomance metric for the award made in September 2022 is 100% weighted to the Group’s adjusted EPS. The threshold entry point
of 25% vesting for the EPS element requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of 104.9p or
above.
Performance criteria in respect of awards granted during the year ended 30 September 2023:
The performance metrics for the awards made in February, May and August 2023 are weighted 50% on the Group’s adjusted diluted EPS
and 50% on the Company’s TSR. The threshold entry point of 25% vesting for the EPS element requires a 2.5% CAGR, with 100% vesting
at 7% CAGR. The threshold entry point of 25% vesting for the TSR element requires 2.5% CAGR, with 100% vesting at 7% CAGR. Vesting
will be on a straight line basis between the threshold and maximum for both elements.
Performance criteria in respect of awards granted during the year ended 30 September 2024:
The performance metrics for the awards made in FY 2024 are weighted 40% on the Group’s Relative TSR, 30% on adjusted diluted EPS
and 30% on organic revenue growth. The threshold entry point of 25% vesting for the Relative TSR element requires a 50th percentile
ranking within the comparator group, with 100% vesting at the 75th percentile. The threshold entry point of 25% vesting for the adjusted
diluted EPS element requires 3% CAGR, with 100% vesting at 8% CAGR. The threshold entry point of 25% vesting for the organic revenue
growth element requires 1.5% growth over the performance period, with 100% vesting at 5% growth. Vesting will be on a straight line basis
between the threshold and maximum for all elements.
Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020,
164
Future plc
June 2020, July 2020, September 2020, February 2021, March 2021, May 2021, July 2022, September 2022, October 2022, December
2022, February 2023, April 2023, May 2023, October 2023, December 2023, March 2024, May 2024, June 2024, July 2024 and September
2024.
Deferred Annual Bonus Scheme (DABS)
The DABS is a share-based incentive scheme open to the Executive Directors and certain managers across the Group. The maximum value of
any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage of that eligible participant’s
annual bonus for the previous financial year. The number of shares over which an award is to be granted to each participant will usually be
calculated by reference to the market value of an Ordinary share in the Company on the date of the award.
For the Chief Executive, Jon Steinberg, and Chief Financial Officer, Sharjeel Suleman, an annual bonus will be paid for the year ending 30
September 2024. See page 100 of the Directors’ Remuneration Report for further detail.
The last grant made under the DABS was in December 2022.
Share Incentive Plan (SIP)
The SIP is open to all UK employees including the Executive Directors. It is a tax efficient incentive plan pursuant to which employees are
eligible to acquire up to £150 (or 10% of salary, if less) worth of Ordinary shares in the Company per month or £1,800 per annum. Under the SIP,
employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy Partnership shares the Company
currently matches the number of Partnership shares bought with an award of Matching shares on the basis of one Matching share for every four
Partnership shares. Matching share awards to date have been met by the issue of Ordinary shares or transfers from the Employee Benefit Trust
to JP Morgan Workplace Solutions, formerly Global Shares, as Trustee of the SIP.
Employee Stock Purchase Plan (ESPP)
The Future plc Employee Stock Purchase Plan commenced in FY 2021 and is open to all employees who are employed and resident in the
US. The ESPP is a tax favourable plan pursuant to which employees can save between 1% and 10% of salary (capped at $25,000 in any one
calandar year) over a six month savings period, the savings from which are used for purchases of Ordinary shares in the Company at a 15%
Share premium account
Share premium represents the excess of proceeds received over the nominal value of new shares issued.
In order to create additional distributable reserves to provide flexibility for shareholder returns, during the year the total share premium
reserve of Future plc of £197.0m was cancelled and credited to reserves, increasing distributable reserves by the same amount. The
balance at 30 September 2024 is £nil.
See ‘Merger reserve’ section below for further detail.
2024 | 2023 | |
Group and Company | £m | £m |
At 1 October | 197.0 | 197.0 |
Share premium reduction | (197.0) | - |
At 30 September | - | 197.0 |
Capital redemption reserve
The capital redemption reserve increased by £1.0m (2023: £0.3m) during the year to £1.3m, being the nominal value of shares purchased
and cancelled as part of the share buyback programme (see note 23 for further details).
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
At 1 October | 0.3 | 0.3 | - | - |
Share buyback | 1.0 | 1.0 | 0.3 | 0.3 |
At 30 September | 1.3 | 1.3 | 0.3 | 0.3 |
Annual Report and Accounts 2024
Financial Statement
165
Merger reserve
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
At 1 October | 581.9 | 472.9 | 581.9 | 472.9 |
Merger reserve reduction | (472.9) | (472.9) | - | - |
At 30 September | 109.0 | - | 581.9 | 472.9 |
In order to create additional distributable reserves to provide flexibility for shareholder returns, during the year the total value of the Future
plc merger reserve of £472.9m was capitalised, with B ordinary shares issued at a total nominal value equal to £472.9m, then cancelled and
extinguished, with £472.9m credited to retained earnings, increasing distributable reserves by the same amount.
An amount of £109.0m in the merger reserve arose following the 1999 Group reorganisation and is non-distributable.
The treasury reserve represents the cost of shares in Future plc purchased in the market and held by the Employee Benefit Trust (‘EBT’) to
satisfy awards made by the trustees.
Group | Group | |
2024 | 2023 | |
£m | £m | |
At 1 October | 15.3 | 8.0 |
Acquisition of own shares | - | 11.4 |
Issue of treasury shares to employees | (4.4) | (4.1) |
At 30 September | 10.9 | 15.3 |
During the year, 286,795 (2023: 259,918) of the shares held by the EBT were used to satisfy the vesting of share options and no shares
were purchased to fund the future vesting of share options (2023: 1,125,000 shares were purchased to fund the future vesting of share
options at a total value of £11.4m). The issuance of treasury shares to employees relates to the settlement of PSP awards exercised in the
Cash flow hedge reserve
Group | Company | Group | Company | |
2024 | 2024 | 2023 | 2023 | |
£m | £m | £m | £m | |
At 1 October | 4.4 | 4.4 | - | - |
Interest rate swap | (5.9) | (5.9) | 5.9 | 5.9 |
Deferred tax on interest rate swap | 1.5 | 1.5 | (1.5) | (1.5) |
At 30 September | - | - | 4.4 | 4.4 |
During 2023 the Group entered into interest rate swaps, in order to hedge against fluctuations in interest rates. The cash flow hedge
reserve represents the cumulative amount of gains and losses on the interest rate swap deemed effective.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of the Group’s foreign currency entities, principally the US
The Group operates a defined contribution scheme for employees resident in the United Kingdom.
In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers substantially all
Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles Schwab Trust Bank, the
plan’s custodian. The employees, not the employer, have complete control over which funds they invest in, although they have no control
over the stocks owned by the funds.
During the year, £5.4m (2023: £5.2m) contributions were made to these plans and at 30 September 2024 the outstanding balance due to
166
Future plc
(a) Operating lease commitments
Future minimum sub-lease receipts expected for the Group under non-cancellable operating subleases at 30 September 2024 total £2.4m
(2023: £2.7m), for the Company nil (2023: nil).
During the year, £0.1m was recognised in the income statement in respect of operating lease rental payments for short-term and low-value
leases (2023: £0.1m), and £1.1m (2023: £0.9m) was recognised in respect of sub-lease receipts.
The Group also leases equipment under non-cancellable operating lease agreements.
(b) Contingent liabilities
There were no material contingent liabilities for the Group or the Company as at 30 September 2024 (2023: £nil).
(c) Capital commitments
The Group had no material transactions with related parties in 2024 or 2023 which might reasonably be expected to influence decisions
made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £0.9m (2023: receivable of £1.5m) from subsidiary
undertakings. The outstanding balance owed at 30 September 2024 was £0.9m (2023: £1.5m).
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel
Details of the Company’s subsidiaries at 30 September 2024 are set out below. All subsidiaries are included in the consolidation. Shares of
those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.
Country of incorporation | ||||
Company name and registered number | and registered office | Nature of business | Holding % | Class of shares |
ActualTech Marketing, LLC | USA¹¹ | Content marketing solutions | 100 | $1 Ordinary shares |
Barcroft Media Limited*4826405 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Broadleaf Bidco Limited*11473951 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
Broadleaf Holdco Limited*11473888 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
Broadleaf Midco Limited*11473807 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
£0.001 A1 Ordinary shares | ||||
£0.001 A2 Ordinary shares | ||||
Broadleaf Newco 2 Limited*13435883 | England and Wales¹ | Holding company | 100 | £0.001 B1 Ordinary shares |
£0.001 B2 Ordinary shares | ||||
Broadleaf US Bidco Inc*6982422 | USA¹³ | Holding company | 100 | $0.01 Ordinary shares |
Circlesix Media Inc*5904231 | USA¹⁰ | Non-trading | 100 | $0.01 Ordinary shares |
$0.00001 Ordinary shares | ||||
Series A Preferred Stock | ||||
of $1.0000 per share | ||||
Clique Brands Inc*5168252 | USA¹³ | Publishing | 100 | Series B Preferred Stock of |
$4.3550 | ||||
Series C Preferred Stock of | ||||
$7.4560 | ||||
Comary, Inc*2400371 | USA¹² | Publishing | 100 | Not applicable |
Dennis Interactive Inc*1827502 | USA¹³ | Non-trading | 100 | $20 Ordinary shares |
Dennis Publishing Limited*1138891 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Future Holdings 2002 Limited4387886 | England and Wales¹ | Holding company | 100 | £1 Ordinary shares |
Future UK Finance Limited*13651021 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Future Publishing Limited*2008885 | England and Wales¹ | Publishing | 100 | 10 pence Ordinary shares |
Future Publishing Australia Pty Limited ACN 658 563 252 | Australia³ | Publishing | 1,000 | AUS $1 Ordinary shares |
Future Publishing (Overseas) Limited*6202940 | England and Wales¹ | Publishing | 100 | AUS £1 Ordinary shares |
Future Publishing Holdings Limited*3430449 | England and Wales¹ | Holding company | 87.5 | 1 pence Ordinary shares |
Annual Report and Accounts 2024
Financial Statement
167
Country of incorporation | ||||
Company name and registered number | and registered office | Nature of business | Holding % | Class of shares |
Gardening Know How*201355 | USA ¹¹ | Non-trading | 100 | $1 Ordinary shares |
GoCo Group Limited*6062003 | England and Wales² | Non-trading | 100 | 0.0002 pence Ordinary shares |
GoCompare.com Limited*05799376 | England and Wales² | Price comparison website | 100 | £1 Ordinary shares |
GoCompare.com Finance Limited*10227007 | England and Wales² | Non-trading | 100 | 0.0002 pence Ordinary shares |
Marketforce (U.K.) Limited*00499150 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
Mozo Pty Limited*ACN 128199208 | Australia³ | Comparison shopping | 100 | AUS $1 Ordinary shares |
Sapphire Bidco Limited*11157309 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Sarracenia Limited*4582851 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
The Kiplinger Washington Editors Inc*434902 | USA¹² | Publishing | 100 | $10 A Ordinary shares |
$10 B Ordinary shares | ||||
The Week Publications Inc*2528945 | USA¹² | Publishing | 100 | $0.01 Ordinary shares |
This is the Big Deal, Inc*6690977 | USA¹⁴ | Holding company | 100 | Not applicable |
This is the Big Deal Limited*8867458 | England and Wales² | Energy auto switching | 100 | £0.000015625 Ordinary shares |
service | ||||
Next Commerce Pty Limited*113146786 | Australia³ | Comparison shopping | 100 | AUS $1 Ordinary shares |
Future Creative Media Canada Limited*BC1198396 | Canada⁴ | Digital media publishing | 100 | Not applicable |
Future Publishing s.r.o.*09393951 | Czech Republic⁵ | Non-trading | 100 | CZK 1 Ordinary shares |
Future Technologies Sarl*84138050400016 | France⁶ | Non-trading | 100 | Not applicable |
| Windsor Support Services Private Limited* | India⁷ | Dormant | 100 | Rand 10 equity shares |
U74999DL2011FTC217990 | ||||
Next Commerce Philippines Inc*CS201517783 | Philippines⁸ | Dormant | 100 | P Ordinary shares |
Future US, LLC*1513070 | USA¹¹ | Publishing | 100 | Not applicable |
Future US Holdings, Inc*6260582 | USA⁹ | Holding company | 100 | Not applicable |
Future B2B LLC 3253770 | USA¹¹ | B2B | 100 | $1 Ordinary shares |
Future B2B Limited*15195757 | England and Wales¹ | B2B | 100 | £1 Ordinary shares |
1
Registered office: Quay House, The Ambury, Bath, BA1 1UA, England
2
Registered office: 4 Callaghan Square, Cardiff, CF10 5BT, Wales
3
Registered office: Registered office: Level 10, 89
York Street, Sydney, NSW 2000, Australia
4
Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada
5
Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
6
Registered office:
195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
7
Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1 New Delhi New Delhi DL 110020 India
8
Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila, Philippines
9
Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
10 Registered office: 251 Little Falls Drive, Wilmington, DE 19808, USA
11 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA
12 Registered office: Corporation Trust Center, 1209 Orange Street, New Castle, Wilmington,
DE 19801, USA
13 Registered office: Suite D100, 117 Seaboard Lane, Franklin, Tennessee, 37067, USA
14 Registered office: 5th Floor, 55 West 39th Street, New York, 10018, USA
15 Registered office: 107 Wolf Road, Suite 101, Albany, 12205,
NY,
USA
Barcroft Media Limited, Broadleaf Bidco Limited, Broadleaf Holdco Limited, Broadleaf Midco Limited, Broadleaf Newco 2 Limited, Dennis
Publishing Limited, Future B2B Limited, Future Holdings 2002 Limited, Future Publishing Limited, Future Publishing Holdings Limited, Future
Publishing (Overseas) Limited, Future UK Finance Limited, GoCo Group Limited, GoCompare.com Limited, GoCompare.com Finance Limited,
Sapphire Bidco Limited, Sapphire Midco Limited and This is the Big Deal Limited are exempt from the requirement to file audited financial
statements by virtue of Section 479A of the Companies Act 2006. Sarracenia Limited and Marketforce (U.K.) Limited are exempt from the
168
Future plc
GLOSSARY
Presentation of non-statutory measures
The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the core operational
performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term ‘adjusted’ is not a
defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is
not intended to be a substitute for, or superior to, IFRS measurements of profit.
Adjustments are made in respect of:
Adjusting item
Explanation
Share-based payments
Share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together
with associated social security costs, are excluded from the adjusted results of the Group as the Directors believe they result in a
level of charge that would distort the user’s view of the core trading performance of the Group.
Transaction and integration related costs
Although transactions are a key part of the Group’s strategy, the Group adjusts for costs relating to the completion and
subsequent integration of acquisitions and other corporate transactions, initiated within 12 months of the completion date, as
these costs are not related to the core trading of the Group and not doing so would distort the Group’s results, so as to assist the
user of the financial statements to understand the results of the core underlying operations of the Group. Details of transaction
and integration related costs are shown on page 170.
Exceptional items
The Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature
of the item, or its size, is significant and/or is not related to the core trading of the Group so as to assist the user of the financial
statements to understand the results of the core underlying operations of the Group. Details of exceptional items are shown in
note 5.
Amortisation of acquired intangible assets
The amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results
of the Group since they are non-cash charges arising from non-trading investment activities. As such, they are not considered
to be reflective of the core trading performance of the Group. This is consistent with industry peers and how certain external
stakeholders monitor the performance of the business.
Amortisation of non acquired intangible assets,
depreciation and interest
Adjusted EBITDA excludes the amortisation charge for computer software and website development, as well as amortisation of
acquired intangible assets, depreciation and interest.
Unwinding of discount on contingent
consideration
The Group excludes the unwinding of the discount on contingent consideration from the Group's adjusted results on the basis
that it is non-cash and the balance is driven by the Group’s assessment of the relevant discount rate to apply. Excluding this item
ensures comparability with prior periods.
Change in the fair value of contingent
consideration
The Group excludes the remeasurement of these acquisition-related liabilities from its adjusted results as the impact of
remeasurement can vary significantly.
The tax related to adjusting items is the tax effect of the items above, movement in uncertain tax provisions and adjustments in respect of
prior years, calculated using the standard rate of corporation tax in the relevant jurisdiction.
Reference to ‘core’ or ‘underlying’ reflects the trading results of the Group without the impact of amortisation of acquired intangible assets,
transaction and integration related costs, exceptional items, share-based payment expenses (relating to equity-settled share awards with
vesting periods longer than 12 months), together with associated social security costs, unwinding of discount on contingent consideration
and any tax related effects that would otherwise distort the users understanding of the Group’s performance.
A summary table of all measures is included in the table overleaf.
Financial Statement
169
Annual Report and Accounts 2024
APM
(adjusted
performance
measure)
Closest equivalent
statutory measure
Definition
Adjusted EBITDA
Operating profit
Adjusted EBITDA represents operating profit before share-based payments (relating to equity-settled awards with
vesting periods longer than 12 months) and related social security costs, amortisation, depreciation, transaction and
integration related costs
and exceptional items.
Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue.
Adjusting items are shown on page 170 and are defined in the table above.
Adjusted operating
profit
Operating profit
Adjusted operating profit represents operating profit before share-based payments (relating to equity-settled awards
with vesting periods longer than 12 months) and related social security costs, amortisation of acquired intangible
assets, transaction and integration related costs and exceptional items.
This is a key management incentive metric, used within the Group’s Deferred Annual Bonus Plan.
Adjusted operating profit margin is adjusted operating profit as a percentage of revenue.
Adjusting items are shown in the table on page 170 and defined in the table above.
Adjusted
profit
before tax
Profit
before tax
Adjusted profit before tax represents profit before tax before share-based payments (relating to equity-settled awards
with vesting periods longer than 12 months) and related social security costs, net finance costs, amortisation of
acquired intangible assets, transaction and integration related costs, exceptional items, unwinding of discount and fair
value movements on contingent consideration.
Adjusting items are shown in the table on page 170 and defined in the table above.
Adjusted diluted
earnings
per share
Diluted earnings
per share
Adjusted diluted earnings per share (EPS) represents adjusted profit after tax divided by the weighted average dilutive
number of shares at the year end date.
This is a key management incentive metric, used within the Group’s Performance Share Plan.
A reconciliation is provided on page 171.
Adjusted effective
tax rate
Effective
tax rate
Adjusted effective tax rate is defined as the effective tax rate adjusted for the tax impact of adjusting items including
adjustments in respect of prior year and any other one-off impacts , including adjustments in respect of previous years. The
tax impact of adjusting items is provided on page 170.
Adjusted operating
cash flow
Operating cash flow
Adjusted operating cash flow represents cash generated from operations adjusted to exclude cash flows relating to
transaction and integration related costs, exceptional items and payment of accrual for employer's taxes on share-
based payments relating to equity settled share awards with vesting periods longer than 12 months, and to include
lease repayments following adoption of IFRS 16
Leases.
Adjusted
free cash
flow
Operating cash flow
Adjusted free cash flow is defined as adjusted operating cash flow less capital expenditure. Capital expenditure is defined
as cashflows relating to the purchase of property, plant and equipment and purchase of computer software and website
development.
Net debt
The aggregation of
cash and debt
Net debt is defined as the aggregate of the Group's cash and cash equivalents and its external bank borrowings net of
capitalised bank arrangement fees. It does not include lease liabilities recognised following the adoption of IFRS 16
Leases,
or other financial liabilities.
Organic growth
Organic growth is defin
e for like portfolio, including the⁹
t of c
losures and new l
acquisitions
4 and FY 2
023 at c
onstant foreign ex
exchange rates is defin
verage rate for FY 2024.
Constant currency
Constant currency translates the fina
ements at fix
x
a
the financial performance. Constant foreign exchange rates is defin
verage rate for FY 2024.
Reconciliation between revenue and organic revenue at constant currency:
2024
£m
2023
£m
Year-on-year
var
Total revenue
788.2
788.9
0%
Revenue from FY 2023 acquisitions which have not been acquired for a full financial year
(13.6)
(13.7)
Organic revenue at actual currency
774.6
775.2
Impact of FX at constant rates
-
(11.8)
Organic revenue
774.6
763.4
1%
170
Future plc
A reconciliation of adjusted EBITDA and adjusted operating profit to profit before tax is shown below:
2024
£m
2023
£m
Adjusted EBITDA
239.1
276.8
Depreciation
(6.5)
(8.8)
Amortisation of non-acquired intangibles
(10.4)
(11.6)
Adjusted operating profit
222.2
256.4
Share-based payments (including social security costs)
(8.9)
(7.8)
Transaction and integration related costs
(5.9)
(7.4)
Exceptional items (note 5)
(7.0)
(7.3)
Amortisation of acquired intangibles
(66.7)
(59.4)
Operating profit
133.7
174.5
Net finance costs
(30.5)
(36.4)
Profit before tax
103.2
138.1
A breakdown of transaction and integration related costs is shown in the table below:
2024
£m
2023
£m
Transaction and integration related costs
5.9
6.5
Onerous property costs
-
0.9
Total charge
5.9
7.4
Transaction and integration related costs of £5.9m incurred in the year reflect £3.5m of professional fees to support portfolio
optimisation across the Group’s divisions, £1.6m of post-integration IT system costs and associated fees and £0.8m of transaction-
related legal fees (2023: £5.3m of deal-related fees, £2.0m of restructuring costs net of £0.8m released following settlement of
provision for historical legal claims recognised on the Dennis opening balance sheet, and £0.9m onerous property costs).
Included below is a reconciliation between the statutory and adjusted tax charge:
2024
£m
2023
£m
Total statutory tax charge
26.4
24.7
Tax effect of adjusting items:
Exceptional items
1.0
1.9
Transaction and integration related costs
1.5
0.3
Share based payments
2.3
(0.1)
Amortisation of acquired intangibles
15.6
14.8
Adjustments in respect of previous years
2.5
9.8
Total adjusted tax charge
49.3
51.4
A reconciliation of cash generated from operations to adjusted free cash flow is shown below:
2024
£m
2023
£m
Cash generated from operations
230.0
241.0
Cash flows related to transaction and integration related costs
7.5
15.6
Cash flows related to exceptional items
5.3
13.4
Settlement of social security costs on share based payments¹
0.3
0.5
Lease payments
(6.9)
(6.0)
Adjusted operating cash inflow
236.2
264.5
Cash flows related to capital expenditure
(13.9)
(11.3)
Adjusted free cash flow
222.3
253.2
¹ Relating to equity-settled share awards with vesting periods longer than 12 months.
Financial Statement
171
Annual Report and Accounts 2024
A reconciliation between earnings per share and adjusted earnings per share is shown in the table below:
Total Group
2024
2023
Adjustments to profit after tax:
Profit after tax (£m)
76.8
113.4
Share-based payments (including social security costs) (£m)
8.9
7.8
Transaction and integration related costs (£m)
5.9
7.4
Exceptional items (£m)
7.0
7.3
Amortisation of intangible assets arising on acquisitions (£m)
66.7
59.4
(Decrease)/increase in fair value of contingent consideration (£m)
(0.1)
0.6
Unwinding of discount on contingent consideration (£m)
-
0.7
Unwinding of discount on deferred consideration (£m)
0.2
-
Tax effect of the above adjustments and the impact of tax items relating to prior years (£m)
(22.9)
(26.7)
Adjusted profit after tax (£m)
142.5
169.9
Weighted average number of shares in issue during the year:
- Basic
114,355,263
119,786,409
- Dilutive effect of share options
696,450
763,756
- Diluted
115,051,713
120,550,165
Basic earnings per share (in pence)
67.2
94.7
Adjusted basic earnings per share (in pence)
124.6
141.8
Diluted earnings per share (in pence)
66.8
94.1
Adjusted diluted earnings per share (in pence)
123.9
140.9
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence)
67.2
94.7
Share-based payments (including social security costs) (pence)
7.8
6.5
Transaction and integration related costs (pence)
5.2
6.2
Exceptional items (pence)
6.1
6.1
Amortisation of intangible assets arising on acquisitions (pence)
58.3
49.6
(Decrease)/increase in fair value of contingent consideration (pence)
(0.1)
0.5
Unwinding of discount on contingent consideration (pence)
-
0.6
Unwinding of discount on deferred consideration (pence)
0.2
-
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
(20.1)
(22.4)
Adjusted basic earnings per share (pence)
124.6
141.8
Diluted earnings per share (pence)
66.8
94.1
Share-based payments (including social security costs) (pence)
7.7
6.5
Transaction and integration related costs (pence)
5.1
6.1
Exceptional items (pence)
6.1
6.1
Amortisation of intangible assets arising on acquisitions (pence)
58.0
49.3
(Decrease)/increase in fair value of contingent consideration (pence)
(0.1)
0.5
Unwinding of discount on contingent consideration (pence)
-
0.6
Unwinding of discount on deferred consideration (pence)
0.2
-
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
(19.9)
(22.3)
Adjusted diluted earnings per share (pence)
123.9
140.9
172
Future plc
Analysis of net debt
The definition of net debt is provided on page 169.
Group
30 September
2023
£m
Net cash flows
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2024
£m
Cash and cash equivalents
60.3
(18.9)
-
(1.7)
39.7
Debt due within one year
-
-
(20.0)
-
(20.0)
Debt due after more than one year
(387.5)
93.0
16.1
2.2
(276.2)
Net debt
(327.2)
74.1
(3.9)
0.5
(256.5)
Group
30 September
2022
£m
Net cash flows
£m
On acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2023
£m
Cash and cash equivalents
29.2
33.0
4.1
-
(6.0)
60.3
Debt due within one year
(83.8)
83.8
-
-
-
-
Debt due after more than one year
(369.0)
(31.6)
-
(3.7)
16.8
(387.5)
Net debt
(423.6)
85.2
4.1
(3.7)
10.8
(327.2)
The above table shows net debt exclusive of unamortised costs held on the balance sheet which amounted to £3.9m at 30
September 2024 (2023: £7.7m).
Reconciliation of movement in net debt
Group
2024
£m
Group
2023
£m
Net debt at start of year
(327.2)
(423.6)
(Decrease)/increase in cash and cash equivalents
(18.9)
37.1
Net movement in borrowings
93.0
52.2
Amortisation of loan issue costs
(3.9)
(3.7)
Exchange movements
0.5
10.8
Net debt at end of year
(256.5)
(327.2)
Leverage
Net debt/Bank EBITDA
Leverage in respect of any Relevant Period shall not exceed 3.00:1.00
Bank EBITDA/Interest
Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00
Leverage is defined as net debt (excluding capitalised bank arrangement fees and lease liabilities, and including any non-cash ancillaries),
as a proportion of Bank EBITDA and including the 12 month trailing impact of acquired businesses (in line with the Group’s bank covenants
definition).
Bank EBITDA is defined as earnings less interest, tax, depreciation and amortisation and also adjusted for the adjusting items
set out on page 168. A reconciliation between operating profit and bank EBITDA is provided on page 173.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at 30 September
2024 is set out in the following table:
30 September 2024
30 September 2023
Covenant 2024
Covenant 2023
Net debt/Bank EBITDA
1.1 times
1.3 times
< 3.0 times
< 3.0 times
Bank EBITDA/Interest
9.1 times
9.1 times
> 4.0 times
> 4.0 times
Financial Statement
173
Annual Report and Accounts 2024
A reconciliation between operating profit and bank EBITDA is provided in the table below:
Group
2024
£m
Group
2023
£m
Operating profit
133.7
174.5
Exceptional items
7.0
7.3
Share-based payments
9.1
7.8
Transaction and integration related costs
5.9
7.4
Depreciation (excluding depreciation of right-of-use assets)
2.6
3.7
Amortisation of intangible assets
77.1
71.0
Net interest payable on lease liabilities
(1.7)
(2.4)
Proforma EBITDA from acquisitions
-
0.9
Bank EBITDA
233.7
270.2
Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earned prior to acquisition during the Group’s FY 2023 year end.
The table below provides a reconcilation between adjusted and statutory measures, along with the impact of each adjusting item:
FY 2024
Statutory
Share-based
payments
Exceptional items
Transaction and
integration related
costs
Amortisation of
acquired
intangibles
Finance costs
Tax impact
Adjusted
Revenue (£m)
788.2
-
-
-
-
-
-
788.2
Operating profit (£m)
133.7
8.9
7.0
5.9
66.7
-
-
222.2
Net finance (costs)/income (£m)
(30.5)
-
-
-
-
0.1
-
(30.4)
Profit before tax (£m)
103.2
8.9
7.0
5.9
66.7
0.1
-
191.8
Tax (£m)
(26.4)
(2.3)
(1.0)
(1.5)
(15.6)
-
(2.5)
(49.3)
Profit after tax (£m)
76.8
6.6
6.0
4.4
51.1
0.1
(2.5)
142.5
Basic earnings per share
(pence)
67.2
5.8
5.2
3.8
44.7
0.1
(2.2)
124.6
Diluted earnings per share
(pence)
66.8
5.7
5.2
3.8
44.5
0.1
(2.2)
123.9
FY 2023
Statutory
Share-based
payments
Exceptional items
Transaction and
integration related
costs
Amortisation of
acquired
intangibles
Finance costs
Tax impact
Adjusted
Revenue (£m)
788.9
-
-
-
-
-
-
788.9
Operating profit (£m)
174.5
7.8
7.3
7.4
59.4
-
-
256.4
Net finance (costs)/income (£m)
(36.4)
-
-
-
-
1.3
-
(35.1)
Profit before tax (£m)
138.1
7.8
7.3
7.4
59.4
1.3
-
221.3
Tax (£m)
(24.7)
0.1
(1.9)
(0.3)
(14.8)
-
(9.8)
(51.4)
Profit after tax (£m)
113.4
7.9
5.4
7.1
44.6
1.3
(9.8)
169.9
Basic earnings per share (pence)
94.7
6.6
4.5
5.9
37.2
1.1
(8.2)
141.8
Diluted earnings per share (pence)
94.1
6.5
4.5
5.9
36.9
1.1
(8.1)
140.9
174
Future plc
Shareholder
information
Company website
The Company’s website at www.futureplc.
com contains the latest information for
shareholders, including press releases. Email
alerts of the latest news, press releases and
financial reports about Future plc may be
obtained by registering for the email news alert
service on the website.
Share price information
The latest price of the Company’s
ordinary shares is available on www.
londonstockexchange.com. Future’s ticker
symbol is FUTR. It is recommended that
you consult your financial adviser and verify
information obtained before making any
investment decision.
Registrar
The Company’s share register is maintained
by Computershare. Shareholders should
contact the Registrar, Computershare, in
connection with changes of address, lost share
certificates, transfers of shares and bank
mandate forms to enable automated payment
of dividends.
Computershare also has a service to provide
shareholders with online access to details of
their shareholdings. The service is free, secure
and easy to use. To register, please visit www.
investorcentre.co.uk
Dividends
The quickest, most efficient and secure way
to receive your dividends is to have them paid
direct to your bank or building society account.
It saves waiting for the funds to clear and
reduces the paper and postage we use. Using
BACS (Bank Automated Clearing System) we
are able to pay your dividend straight to your
account on the payment date.
The account information you provide will not
be shared with third parties. It will be held by
Computershare as part of your shareholder
account details. Those selecting this method will
receive a tax voucher at their registered address
when the corresponding dividend is paid.
Shareholders wishing to benefit from this
service should register at www.investorcentre.
co.uk or call our Registrars, Computershare
Investor Services PLC, for a form by phone on
0370 707 1443 or by post at Computershare
Investor Services PLC at the address below.
C
ontacts
Future plc and
Future Publishing
Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
Tel +44 (0)1225
442244
Future US, Inc.
135 West 41st Street
New York 10036
USA
Tel + 1 212-378-
0400
Future Publishing
Australia Pty Ltd
Level 10
89 York St
North Sydney
NSW 2000
Australia
Tel +61 2 9955 2677
London office
121-141 Westbourne
Terrace
Paddington
London W2 6JR
Tel +44 (0)20 7042
4000
Cardiff office
Suite 2A Hodge
House
114-116 St Mary St
Cardiff
Wales
CF10 1DY
www.futureplc.com
Registered office
The Ambury
Bath
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Solicitor
Simmons &
Simmons LLP
CityPoint
1 Ropemaker St
London
EC2Y 9SS
Principal
clearing bank
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Joint stockbroker &
advisors
Deutsche Numis
Securities Ltd
45 Gresham Street
London
EC2V 7BF
J.P. Morgan
Cazenove
25 Bank Street
London
E14 5JP
Registrar
Computershare
Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Event
Date
Annual General Meeting
5 February 2025
Ex dividend date for the FY 2024 final dividend
16 January 2025
FY 2024 final dividend payment date
11 February 2025
Announcement of the preliminary results for the year ended 30 September 2024
5 December 2024
Financial calendar
