Continued
structural
growth
Annual Report 2022
Act today,
win tomorrow.
Ascential delivers specialist information, analytics,
events and eCommerce optimisation to the world’s
leading consumer brands and their ecosystems.
Revenue
£524.4m
Adjusted EBITDA
1
£121.1m
Statutory Operating Loss
(£94.2m)
Adjusted Diluted Earnings
per Share
1
12.9p
Reported Revenue Growth
,
50%
Adjusted EBITDA Margin
1
23.1%
Net Debt
1
(£216.7m)
Reported Diluted loss
per share
(21.9p)
More information online:
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ascential.com
1 Refer to glossary of Alternative Performance Measures on page 43
Financial
highlights
Operational
highlights
Strategic report
Company Overview 4
Chief Executive’s review 6
Strategic priorities 8
Investment case 10
Business model 12
Key performance indicators 14
Segmental review
– Digital Commerce 16
– Product Design 22
– Marketing 26
– Retail & Financial Services 31
Financial review 36
Alternative performance measures 43
Risk management 48
Principal risks 50
Our people 56
Our stakeholders 62
ESG 70
Governance report
Chairman’s introduction 96
Governance at a glance 98
Board of Directors 100
Governance framework 102
Audit Commiee report 107
Nomination Commiee report 114
Report of the Remuneration Commiee 116
Directors’ remuneration policy 118
Annual report on remuneration 126
Directors’ report 133
Financial statements
Independent auditor’s report to the
members of Ascential plc 136
Consolidated Statement of Prot or Loss 148
Consolidated Statement of
Comprehensive Income 149
Consolidated Statement
of Financial Position 150
Consolidated Statement
of Changes in Equity 151
Consolidated Statement of Cash Flows 152
Notes to the Financial Statements 153
Parent Company Balance Sheet 198
Parent Company Statement
of Changes in Equity 199
Notes to the Company
Financial Statements 200
— Record levels of revenue, with double-digit growth in all segments.
— Strategic Review underway to create the optimal structure for
three distinct operating models, nancial proles, cultures and
capital requirements to maximise shareholder value.
— Digital Commerce delivered strong revenue growth (up 14% on
a proforma basis and 10% on an organic basis) as our clear
competitive advantage allowed us to outperform the more
challenging market conditions as the year progressed. The
business continued to extend its addressable market and
enhance its capabilities by acquiring Intrepid, which grew over
40% (based in Southeast Asia, covering the Shopee and Lazada
marketplaces). We continue investing in product engineering and
made good progress with our integrated Enterprise Product.
— Product Design continued its recent acceleration with revenue
up 12% on an organic basis. Record retention levels and the
growth of all product lines drove strong subscription billings (up
11%). Non-fashion products remain the main growth engine,
accounting for 46% of subscriptions.
— Marketing revenue grew 74% on an organic basis. The Cannes
Lions International Festival of Creativity returned strongly in
June, with revenue comfortably exceeding pre-pandemic
levels, further enhanced by double-digit growth from WARC’s
subscription business.
— Retail & Financial Services had an excellent year and grew
very strongly (revenue up 65% on an organic basis), through
the continued resurgence of Money20/20. Both editions
(Europe and US) achieved revenue greater than previous,
pre-pandemic highs (up 30% and 64% respectively).
Ascential delivered strong trading in 2022,
with record revenues and organic growth
of 30%. The competitive advantage we
oer our customers is reected in double
digit growth in all of our segments. This is
particularly impressive in a challenging
macro backdrop and is a testament to
the commitment and talent of our sta.
Duncan Painter
Chief Executive
1Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Strategic
report
2
Company Overview 04
Chief Executive’s review 06
Strategic priorities 08
Investment case 10
Business model 12
Key performance indicators 14
Segmental review
– Digital Commerce 16
– Product Design 22
– Marketing 26
– Retail & Financial Services 31
Financial review 36
Alternative performance measures 43
Risk management 48
Principal risks 50
Our people 56
Our stakeholders 62
ESG 70
Strategic report Governance report Financial statements
3
Strategic report Governance report Financial statements
South America
4%
Middle East
and Africa
2%
United Kingdom
10%
Asia Pacic
19%
Rest of Europe
14%
North America
51%
Company
overview
Revenue by geography
Countries we serve
130+
Employees across six continents
3,800
More information
Page 56
Our people
We work hard to aract and retain the
best people in the industry so we can
deliver the best products and services
to our customers. We aim to be a
destination employer in every one of our
key operating territories and markets.
Who we are
Ascential provides specialist information,
analytics, events and digital commerce
optimisation to the world’s leading consumer
brands and their ecosystems.
Through our technology solutions, subject
maer expertise and data-driven insights
we help our customers make smart strategic
decisions that improve performance now
and in the future, enabling them to
outperform their competitors.
Our customers
We are a trusted partner to many of the
leading companies, including 85% of the
top 20 most valuable global brands.
We combine local expertise with a global
perspective, oering our customers a
comprehensive world view.
4 Ascential at a glance
Our segments
Product Design
Retail & Financial
services
Digital Commerce
Marketing
What we do
Help our customers to create world-class
products and experiences.
How we do it
Data, intelligence and advisory to enable
beer decisions on product development.
What we do
Bring together the money ecosystem to
share ideas, do business and drive
partnerships.
How we do it
Leading, premium content, sales and
networking platform for the global money
ecosystem, oering content and
networking and insights.
Our brands
Our brands
Revenue
£107m
Revenue
£92m
Revenue
£99m
What we do
Optimise marketing creativity, media and
marketing eectiveness and eciency.
How we do it
Global benchmark for creativity, including
world-class events and awards, and digital
marketing eectiveness platform.
Our brands
Marketing
Segmental review
Page 26
Product Design
Segmental review
Page 22
Digital Commerce
Segmental review
Page 16
Retail & Financial Services
Segmental review
Page 31
Our brands
What we do
Help brands and digital marketplaces win
by optimising and accelerating their digital
commerce performance.
How we do it
Industry-leading products that enable our
customers to automate, optimise, trade
and measure their digital commerce
business in real time.
Revenue
£226m
ASR
Price &
Promotion
Intelligence & EventsDigital Commerce
Strategic report Governance report Financial statements
5Ascential plc Annual Report 2022
Chief Executive’s
review
In 2022, we saw strong operational performance
across the Group. All four business segments
produced record revenues for the Group with overall
Organic revenue growth of 30% and Adjusted
Organic EBITDA growth of 23%. Aer Adjusting
items, we recorded an operating loss of £94.2m (2021:
£26.7m). We undertook a strategic review to establish
the optimum structure for Ascential to deliver on its
strategy and to maximise value for shareholders.
2022 performance
Digital Commerce
The Digital Commerce business performed
well in 2022, growing revenue by 14%
(on a proforma basis) against a tough end
market. Our performance demonstrates
the clear competitive advantage we
provide to our customer set, helping them
outperform the market with our Enterprise
customer business (over 70% of revenue)
growing by 15%. We were pleased to
welcome our recent acquisitions Sellics and
Intrepid to the company, giving us valuable
additional capabilities in the Challenger
customer product set and in South-East
Asia. We brought more customers onto our
Digital Commerce platforms, integrating
our products to create the market-leading
single product for Enterprise customers. We
drove high growth as we scaled our
Challenger customer business and
expanded our total addressable market
through international expansion.
Our Digital Commerce clients were
particularly impacted by record ination.
To deliver business growth, they have
increased the use of traditional higher-
margin channels, such as bricks-and-
mortar stores. This has meant they have
been more controlled in their investment in
the eCommerce channels. As ination is
controlled globally, we anticipate that our
clients will return to achieving growth
through volume, which over the past ve
years has been achieved through sales in
digital marketplaces. We are condent this
trend will continue for the long-term.
The Marketplaces also implemented
dierent operating approaches in 2022 to
adapt to the macro-economic
environment. Amazon specically pulled
back on products that are a direct cost to
their operations which ultimately impacted
the publishing-related revenues in ASR and
triggered a non-cash impairment charge
for intangibles as described further in the
Financial Review. ASR’s publishing product
is our only cost-linked product with
Amazon; all our other products generate
revenue for Amazon, or we create revenue
directly from the brands.
I am also pleased to announce, the
appointment, post year end, of Je
Lupinacci as Chief Financial Ocer of
Digital Commerce. Je, who will become
a Board member of the Digital Commerce
business, is an experienced CFO who knows
Revenue
£524.4m
Adjusted EBITDA
£121.1m
Duncan Painter
Chief Executive
6
Chief Executive’s review
the sector extremely well, having held
senior positions predominantly in the
Advertising and Media industries, including
most recently for Omnicom. Prior to that
role, Je spent three years at Ascential.
Product Design
Product Design had another strong year,
delivering revenue growth of 12%. This was
underpinned by subscription billings, which
grew 11%, which were powered by
non-fashion products (such as Insight,
Beauty and Consumer Tech), which grew at
23%. With retention now standing at over
95% and customer NPS (Net Promoter
Score) continuing at record highs, the
enduring power of the WGSN brand has
never been more evident.
Marketing
Marketing progressed strongly in 2022,
as the Lions International Festival of
Creativity returned to Cannes. Extremely
high levels of customer engagement,
through partnerships and delegate
participation, as well as the awards
benchmark, drove revenue comfortably
above 2019 levels (the last time the
Festival was held in person). Our
subscription-based business WARC
continued its excellent performance,
with revenue growing over 20% in the
year, as renewal rates exceeded 95%.
Retail & Financial Services
Money20/20’s two marquee events,
in the US and Europe, both delivered
outstanding performances. Following
their return in 2021, each event delivered
substantial growth in revenue and
aendees in 2022, representing all time
highs in their respective histories and
together exceeding 30% growth
compared to 2019. At the very end of 2022
we also completed the sale of Retail Week
World Retail Congress (RWRC).
Operating Responsibly
We made good progress in 2022 with
our Corporate Responsibility programme.
Our work to embed corporate responsibility
into our working processes continued, with
the aim of capitalising on opportunities
and managing our risks eectively. We
continued working towards our goal of
ensuring that Ascential is a diverse and
inclusive company to work for and to do
business with. We renewed our focus on
reducing our environmental impact and
empowered our brands and regions to do
social impact work which was meaningful
for them and their customers.
As a company, we made progress on our
rst set of Climate Change goals and
targets, created in tandem with the
completion of the Taskforce for Climate
Related Financial Disclosure for the rst time
in 2021. In 2022 we also created the Ascential
Intelligence and Events Sustainability Forum
to enable brands to connect and share
learnings on the risks and opportunities
associated with climate change.
Our partnerships with charities, including
The Prince’s Trust, sit at the heart of our
positive contribution to the societies we
operate within. As well as our fundraising
goals through the Million Makers
programme, we created multiple new
early talent internship opportunities
across the business.
From a diversity and inclusion perspective,
we saw continued expansion of
programmes at Lions and Money20/20
to increase diversity in the industries they
serve. Work on our Inclusive Representation
Content audit continued, ensuring the
content we produce is representative of
the societies we operate in. We were also
pleased to once again be included in the
Bloomberg Gender Equality Index, as well
as maintaining leading positions in the
FTSE Women Leaders and Parker Reviews
addressing diversity on Boards.
Strategic review
Our 2022 results demonstrate that
we have excellent businesses, each
capitalising on the strong growth
opportunities in their respective markets.
Nevertheless, these businesses also have
distinct operating models, nancial and
geographic proles and capital
requirements. Aer a comprehensive
review process during 2022, the Board
decided in early 2023 to proceed with a
series of interdependent transactions and
has since initiated the process to present
our proposals to our shareholders over
the coming months.
Sale of WGSN
Our review concluded that a sale of WGSN
is the optimum way to unlock the
signicant value that has been created
within this high-performing business over
the last 10 years. If successful, this
transaction will enable the Group to return
a signicant proportion of proceeds to
shareholders and will also provide growth
capital for both our Digital Commerce and
our Events businesses.
Separation of Digital Commerce into
an independent, publicly traded
company listed in the United States
The natural listing location for this
business to thrive in the long-term, is in the
United States. This is where the majority of
Digital Commerce revenues originate. The
US is also home to the majority of the
management team and employees. We
believe a U.S. listing provides a stronger
currency for any potential M&A,
particularly during future industry
consolidation, while also opening up
incremental pools of capital. It will also
enable us to aract and incentivise the
best industry talent.
Creation of a premium, global
Events business
This business will be among the highest
quality events companies in the world with
only premium, global events that are the
clear market leaders in their respective
industries, presently comprising Lions
(including WARC) and Money20/20. This
business is uniquely positioned to create or
acquire other nascent events that aspire to
the quality of these two agship brands.
2023 Priorities and outlook
2023 has started well and in line with
our plans and, despite continued macro
uncertainty we remain condent for the
year ahead. Our business facing teams
are fully focused on delivering for
customers. Our clear corporate priority for
2023 will be engaging with our
shareholders on our proposals resulting
from the strategic review, and subject to
their approval, executing these, as
described above. We look forward to
sharing updates on this process as we
progress.
In terms of our operating businesses,
our priorities are:
— Digital Commerce: alongside our work
to prepare the business for listing on
the US public market, we will be
prioritising the creation of our
integrated Enterprise Product. The
creation of two clear teams focused on
Enterprise customers and on
Challenger brands (plus domestic
China) has simplied our structure and
allows us to focus on integrating our
digital platforms, aligning them with
our customer base.
— Product Design: our goal is to continue
to drive growth in non-fashion
horizontal oerings (such as Consumer
Insight and Tech), to underpin fashion’s
growth and to accelerate our high
value advisory services.
— Events (Marketing and Retail &
Financial Services): we will double down
on the successful return of our live
events including preparations for our
Money20/20 Asia edition, looking to
grow our digital revenues, with
targeted M&A to deliver an enhanced
oer for customers.
I would like to take this opportunity to
personally thank our people for their
continued focus and hard work. Through
our recent years of transformation, and
now post the strategic review process,
our people’s dedication to the core
purpose of our three business units and
continued delivery for our customers
has been impressive.
We simply could not achieve what we do
as a business without the work of each
and every individual in our organisation
and their commitment to delivering the
best possible results.
Duncan Painter
Chief Executive
3 April 2023
7
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Our clear priority for 2023 will be to engage with our
shareholders on the proposals resulting from the strategic
review and, subject to their approval, execute them as
outlined in the CEO statement. We look forward to sharing
updates on this process throughout 2023 as we progress.
Alongside our work to prepare the Digital Commerce business
for listing on the US public market, we will prioritise the
creation of our Enterprise Product. The creation of two clear
teams focused on Enterprise customers and on Challenger
brands (plus domestic China) will simplify our structure and
allow us to focus on integrating our digital platforms, aligning
them with our customer base.
Digital
Commerce
Key to KPIs:
1. Revenue
2. Growth (Proforma)
3. Adjusted EBITDA
4. Adjusted EBITDA Margin
5. Net Debt
6. Leverage ratio
Key to Risks:
1. Customer end-market development
2. Economic and geopolitical conditions
3. Data access, data scraping and
platform risks
4. New product and capability development
5. Cyber threat and information security
6. People risk
7. Live events
8. Acquisition and disposals
(including integration)
9. Business resilience
10. Finance Risk
11. Regulation and compliance
Link to KPIs
1, 2, 3, 4, 5, 6
Link to Risks
1, 2, 6, 7, 9, 10
Link to KPIs
1, 2, 3, 4
Link to Risks
1, 2, 3, 4, 5, 6, 8, 9
2
Strategic
Review
1
Strategic
priorities
Chief Executive’s Review
Page 6
Segmental review
Page 16
8
Our Strategy
Our goal is to embed our non-fashion horizontal oerings
(such as Consumer insight and Tech), to underpin fashion’s
growth and to accelerate our high value advisory services.
We will double down on the successful return of our live
events including preparations for our Money20/20 Asia
edition, looking to grow our digital revenues, with targeted
M&A to deliver an enhanced oer for customers.
Link to KPIs
1, 2, 3, 4
Link to Risks
1, 2, 3, 5, 6, 9, 10, 11
Link to KPIs
1, 2, 3, 4
Link to Risks
1, 2, 3, 5, 6, 7, 9, 10
Product
Design
Intelligence
& Events
4
3
Segmental Review
Page 22
Segmental Review
Page 26
Risks
Page 50
KPIs
Page 14
9Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Our Investment Case
Large and
fast growing
addressable
markets
The markets in which we operate provide
clear opportunities for continued growth
across our businesses:
The ongoing disruption of the Digital
Commerce landscape persists: continued
acceleration and evolution of digital
marketplaces, a fast growing ecosystem
where digital penetration of retail sales
and the use of media continues to grow,
presenting critical challenges to brands
and manufacturers.
For Product Design, demand in key
industry verticals is forecast to continue to
grow strongly driven by key trends such as
decreasing brand loyalty, the increasing
globalisation of trends and the shortening
of product life cycles.
The pandemic’s impact on the global
Marketing industry proved to be
short-lived, with headline losses fully
recovered early in 2021, while advertising
investment saw record growth in 2022 as
brand owners continued to invest in
marketing services.
The Financial Services industry continues
to provide a dynamic backdrop for
Money20/20, with strong long term
growth prospects accelerated particularly
by the increasing penetration of digital
commerce globally.
Multiple levers
for revenue
growth
A high degree of Product innovation has
driven our organic growth over many
years. We continue to innovate through
product extensions, such as WGSN’s
Trend Curve and LIONS’ Advisory
oerings, while there is a clear
opportunity to develop digital
information extensions to our world-
leading Financial Services event,
Money20/20.
Extension into adjacent markets is a
further growth lever, with recent success
seen through WGSN’s launch into the
Consumer Tech vertical, as its products
outside Fashion continue to drive strong
growth organically. In terms of external
opportunities, Digital Commerce has
proven to be an aractive home for new
capabilities, joining the business via
selective bolt-on acquisitions.
We have also demonstrated the ability
toexpand our penetration of existing
markets, exemplied by the growth of
Money20/20 in the US in 2022 (>60% vs
2019), while our expansion into new
geographies is apparent in the recent
announcement of Money20/20 Asia,
planned for 2024.
Signicant
competitive
moats
Our market leadership is underpinned
by signicant competitive moats,
which reinforce our competitive
advantage and create high barriers
for new entrants:
Leading Product Expertise
— Our teams are recognised and valued
as the leading experts in their elds,
excelling in product innovation,
customer insight and delivery.
World class, scalable platforms
— We have established wide reaching
platforms, which we continue to expand,
providing our customers with truly
global coverage for their operations.
Access to deep data sets
— We have assembled multiple layers
of rich trading data that underpin
and inform our product oerings.
Global coverage
— We serve over 10,000 customers, in more
than 130 countries across six continents.
10
Investment
case
Aractive
nancial prole
with strong
operating
leverage
We have delivered a strong nancial
performance in the period since our IPO in
2016, (looking through the pandemic cycle),
with annual compound revenue growth of
well over 10% as well as double digit annual
compound prot growth.
This has been achieved through
our rigorous approach to capital
allocation, focusing on subscription
driven products such as WGSN, the high
growth acquisitions we have made in our
Digital Commerce business and the
strength of our world-leading events.
Revenue and EBITDA including the
proforma results of acquisitions and
disposals to date
2016 2017 2018 2019 2020 2021
CAGR: 10%
CAGR: 14%
2022
500
400
300
200
100
0
£m
Revenue EBITDA
Our business is underpinned by a high
proportion of subscription-driven, recurring
revenues, with our products deeply
integrated into customers’ workows.
The more customers we add to our
platform, the greater the precision of
our insights and the greater the impact
of our platform algorithms. This creates
a compelling network eect for our
products, our customers and our
platform partners. This leads to high
levels of retention, supported by
powerful customer network eects that
underpin our product oerings. This,
in turn, gives us good visibility on the
coming year’s performance as well as
a high degree of resilience to more
challenging economic cycles.
High levels
of recurring
revenue and
customer
retention
2022 Revenue by type
Digital Subscriptions & platforms
Benchmarking Awards
Advisory
Events
%
%
%
%
Kantar BrandZ Most Valuable
Global Brands 2022
85%
of the Top 20
66%
of the Top 50
71%
of the Top 100
Market-leading
products
Seing the benchmark for product quality,
we are the market leaders in our elds.
We serve over two thirds of the world’s
most valuable brands. Nevertheless, there
is still considerable headroom to expand,
reaching the remaining third of these top
brands with our existing product set.
All our businesses lead their elds. This
strong position enables us to bring new
ideas to market more quickly, as well as
providing clear pricing growth options.
11Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Our distinctive
prole
Our products
and services
With a clear target customer group
and a streamlined structure, our
business has a distinctive prole and
ability to deliver for our customers:
Through each division and their component
business units and brands we oer products
and services including digital intelligence (data,
analytics, platforms), events, consultancy and
managed services. Our customers and partners
include the world’s largest consumer goods
manufacturers and brands, as well as the
major global ecommerce marketplaces.
Our high levels of customer retention are
driven by our trusted products and services
and sustained focus on customer service,
delivery and product innovation.
We help brands and digital
marketplaces win by optimising and
accelerating their digital commerce
performance.
Execution
— Proprietary, marketplace-specic
soware, tools and expertise to
drive sales and brand
performance across geographies,
including North America, Europe,
Japan, China and South East Asia
and on marketplaces such as
Amazon, Walmart, Alibaba,
Shopee and Lazada.
— Media execution, content
optimisation and management
technology for customers from
enterprise level to challenger
brands.
Measurement and benchmarking
— Predictive retail intelligence, digital
shelf monitoring insights and
market share performance
analytics to help customers to
plan, optimise, and measure sales
performance across online
retailers.
— Commercial data analytics
solutions devoted to unleashing
the value of data, enabling
customers to make smarter
decisions.
Digital
Commerce
Market-leading brands
that combine immediately
actionable insight with visionary
longer-term thinking
Proprietary technology
and robust, scalable platforms
Subscription and
platform
driven revenue streams (two thirds of
revenue)
Global workforce
of more than 3,800 people across
six continents
Increasingly sustainable
and responsible
focus to our business
Read more in the
segmental review
Pages 16 to 35
Ascential provides our customers with specialist information,
analytics, events and digital commerce optimisation platforms,
ultimately creating value for our stakeholders.
Digital
Commerce
Product
Design
Marketing
Retail &
Financial
Services
Digital Commerce
12
Our Business Model
Business model
Our value
We have aligned our business to best
serve the needs of our stakeholders,
ensuring that we are uniquely
positioned to deliver value.
We deliver consumer
product trend forecasting,
data and insight to enable
our customers to create
world-class products and
experiences.
Analytics
— Subscription-based,
digitally delivered
insights, providing
brand manufacturers
globally with the key
design trends to meet
their consumers’
demands over the next
12-24 months.
Advisory
— Brand-specic consumer
insights, delivering
solutions tailored to
individual customer
requirements.
We deliver events, services
and tools to measure and
optimise marketing
creativity, media and
platform eectiveness and
eciency.
Creativity benchmark
— Global platform for the
measurement of creative
excellence in the
marketing industry,
delivered through
awards, events and
online.
Eectiveness
— Subscription-based,
digitally delivered,
evidence, expertise and
guidance to optimise
brands’ marketing
eectiveness.
We deliver events, content
and platforms to improve
performance and drive
innovation in nancial
services.
Events
— Global platform for
the money ecosystem,
including premium
content, sales and
networking, delivered
through global events
series.
Product
Design
Marketing
Retail &
Financial services
For our shareholders
— We aim to deliver long-term
sustainable returns, measured
by Total Shareholder Return.
For our customers
— Our businesses improve
performance and solve problems
for our customers.
— We track our performance through
a range of customer engagement
statistics including net promoter
scores, retention rates, and growth
from existing customers.
For our colleagues
— We are a destination employer
for global talent.
— We measure the engagement of
our people through survey data,
tracked monthly.
For our communities
— We are focused on maintaining a
sustainable business model and
making a positive impact on the
communities in which we operate.
More information
Pages 62 to 69
Intelligence & Events
13
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Proforma Revenue Growth
1
+29%
Description
Revenue growth on a like-for-like basis
assuming the Company’s acquisitions or
disposals were all made on the rst day
of the comparative accounting period.
Performance
in 2022
See Revenue.
Revenue
£524.4m
Description
Revenue generated from continuing
business operations.
Performance
in 2022
Proforma growth reects continued
expansion within our aractive end
markets and the strong return of our high
quality events.
2
021
2022
£524.4m
£349.3m
2
021
2022
+29%
+48%
KPIs
Key Performance Indicators (KPIs) are used to measure both the
progress and success of our strategy implementation.
The KPIs are set out below, with a measure of our performance to date
and an indication of potential challenges to success where applicable.
Adjusted prot measures are used to assist readers in understanding
underlying operational performance. These measures exclude income
statement items arising from portfolio investment and divestment
decisions, and from changes to capital structure.
Financial Review
Page 36
Risks
Page 50
14
Key Performance Indicators
Net Debt
1
£216.7m
Description
External borrowings net of arrangement
fees, cash and cash equivalents and
derivative nancial instruments and
excluding lease liabilities.
Performance
in 2022
Increase in net debt due to acquisitions of
Sellics and Intrepid, selement of
deferred consideration, investment in
Hudson and platform implementation
costs, partly oset by free cashow.
Leverage ratio
1
1.9x EBITDA
Description
The ratio of Net Debt to Adjusted EBITDA
before, in both cases, accounting for the
impact of IFRS 16.
Performance
in 2022
See Net Debt.
Adjusted EBITDA
1
£121.1m
Description
Adjusted operating prot excluding
depreciation and soware amortisation.
Performance
in 2022
Proforma growth of +15% reects
underlying operational leverage,
together with accelerated investment in
Digital Commerce.
Adjusted EBITDA Margin
1
23.1%
Description
Adjusted EBITDA as a percentage
of Revenue.
Performance
in 2022
See EBITDA.
2
021
2022
£216.7m
£73.8m
2
021
2022
£121.1m
£88.9m
2
021
2022
1.9x
0.9x
2
021
2022
23.1%
25.5%
1
Refer to the glossary of Alternative Performance Measures page 43
15Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Digital
Commerce
16 Segmental Review
Revenue
£226.1m
Proforma revenue growth**
+14%
Digital Subscriptions &
Platforms
%
Advisory
%
Revenue streams by type (%)
Year ended December (£’m) Growth (%)
Reported Organic Proforma
Revenue . . % % %
Adjusted EBITDA
. . (%) (%) (%)
Adjusted EBITDA Margin
% %
We provide a comprehensive, global set of technologies and
services helping brand manufacturer customers optimise
and accelerate their digital commerce performance.
Execution products (75% of revenue):
Flywheel Digital, OneSpace, WhyteSpyder,
DZ and Intrepid provide managed
execution services to global brands across
the world’s leading marketplaces. Perpetua
and 4K Miles provide self-service execution
to challenger brands, while ASR provides
content optimisation services.
Measurement & Benchmarking
products (25% of revenue):
Edge and Yimian primarily oer market
share insight, with digital shelf optimisation,
across the key global marketplaces, while
Intellibrand specialises in digital shelf
services in the fast-growing LATAM region.
Performance across the two product types
of the Digital Commerce business was as
follows:
— Execution (75% of revenue), delivered
Proforma revenue growth of 18%, which
demonstrates the continued robustness
of our business despite the broader
market challenges. We saw impressive
proforma revenue growth at Perpetua/
Sellics of over 40% and over 100% at 4K
Miles, partially oset by a decline in
revenues at ASR with the business
successfully completing the
repositioning of its product during 2022
following the scaling back of the Onsite
Publisher Programme by Amazon. ASR
returned to good growth following this
repositioning but nevertheless it
necessitated a £25.6m non-cash
accounting charge to partially impair its
intangibles. Overall, we now have 25
Challenger customers each worth over
$100k in revenue, while almost a third of
our Challenger revenue now originates
beyond Amazon.
— Measurement & Benchmarking (25% of
revenue) recorded at revenues year on
year. On a Proforma basis in a year that
was marked by a challenging trading
environment in China for Yimian with
signicant periods of lockdown
impacting end markets, customers and
our own teams. As reported in the rst
half, we are focusing on future
protability by curtailing the collection
of information of retailer sites outside of
the top global marketplaces for the
Edge Digital Shelf product and we have
consequently incurred a one-o,
non-cash, accounting charge to impair
Edge intangibles of £31.4m and a £6.8m
cash restructuring charge.
* Revenue from customer base in current period,
compared to revenue from same customer base in the
past period
Digital Commerce achieved revenue
growth of 14% on a proforma basis* and
10% on an organic basis despite the
challenging backdrop, illustrating the
clear competitive advantage we provide
to brands trading on these marketplaces,
where there remains a rare and signicant
growth opportunity. This robust
underlying performance continues to be
driven by a mix of gross new customer
additions and net revenue retention*. We
added over 2,600 customers in 2022 (over
270 Enterprise customers and over 2,400
Challenger customers), and delivered net
revenue retention* for the last 12 months
of 95% reecting the subdued rate of
growth in the marketplaces.
Overall EBITDA margin for 2022 was
9% (2021: 21%), with a much improved
performance in the second half, where
the margin was 15%, as the business
took action in light of a soer spending
environment and lower full-year revenue
growth than originally expected. In
current market conditions we seek to
deliver annual margins that are high
single digit or low double digit with the
margin weighted to the second half. This
of course excludes the standalone costs
that will need to be established ahead of
the proposed US listing.
We continued to build on our already
strong marketplace partnerships,
including the launch of direct integration
with Amazon Marketing Cloud and
Stream (achieving multiple times the
engagement of any other organisation),
while also becoming the market leader
for Amazon Demand Side Platform in
Europe. In addition, we became a
preferred partner with Walmart’s Content
Excellence Program. In China we were the
most awarded vendor at the Alimama
Marketing Awards, (with six awards in
total) and were one of the rst companies
to be awarded premium vendor status
with ByteDance.
Digital Commerce
17
Ascential plc Annual Report 2022
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Segmental Review continued
Case study
Objective
This Consumer Packaged Goods (CPG)
client wanted to increase sales, while
simultaneously maintaining or reducing
their cost-per-click rates for a specic
segment of their business.
Solution
Flywheel started to leverage automation
targeting in April 2022. This allowed
Flywheel to undertake a more strategic
approach with the client, by reducing the
daily manual intervention work needed to
optimise individual campaigns.
Outcome
From April 2022 to January 2023,
Flywheel’s eorts achieved a 295%
increase in Return On Ad Spend (ROAS), a
72% decrease in cost-per-click (CPC), a
221% increase in sales, and a 70%
increase in sales from non-branded
keywords. Due to the strong results of the
campaign automation, Flywheel has since
rolled out this solution to other segments
of the CPG brand, and they are already
seeing positive eects.
Leveraging
campaign
automation
18
Objective
Flywheel implemented Amazon Marketing
Stream for three global manufacturing
clients with a goal of improving campaign
eciency. They measured eciency
before and aer implementation, to
understand how
the use of Amazon Marketing Stream
can impact performance.
Solution
Through the data provided by Amazon
Marketing Stream, the Flywheel Client
team beer understood changes in trac
conversion and cost throughout the day,
allowing them to create unique strategies
with each keyword and ASIN receiving
their own models.
Outcome
Flywheel achieved a 24% increase in sales
across all three advertisers’ Sponsored
Products campaigns, a 7% increase in
clicks across all three advertisers’
Sponsored Products campaigns, and
a 10% increase in ROAS across all three
advertisers’ Sponsored Products
campaigns, in comparison against their
campaigns run before implementing
Amazon Marketing Stream.
Case study
Improving
campaign
eciency
19Ascential plc Annual Report 2022
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Digital Commerce represents a sizeable and future-proof
growth opportunity. Our top priority here is to accelerate
the delivery of our strategy and the consolidation of our
leadership position. Our brands’ breadth of capabilities has no
equivalent in the market right now and we are best placed to
partner with global consumer products companies as well as
challenger brands.
Digital Commerce
market insights
While global economic growth is
stalling, ecommerce is here to stay
Shi in consumer habits proving resilient
despite macroeconomic headwinds…
Ecommerce growth has slowed in the recent
year following the ‘return to normal’ aer
the Covid crisis and the challenging
macroeconomic conditions, as consumers
released pent up demand to return to
physical environments (stores). The second
half of 2022 and into 2023 will be tough for
businesses as well as for consumers facing
acost of living crisis. However, online
purchases are here to stay, with entrenched
customer habits. Sales made online are
stillgrowing faster, and gaining share
compared to purchases made in bricks and
mortar stores – growing eight times as fast
in the US according to eMarketer. Consumer
brand companies can no longer consider
digital commerce as an add-on to their
other distribution channels. Online retail
sales now require digital-rst strategies to
capture a similar market share online to in
store. Digital commerce is today the primary
sales channel in many industries and is
predicted to account for a signicant share
of CPG brand sales, between a quarter and
half of sales in some categories in the US, in
just the next 3 years
1
By 2026, global digital
commerce sales are expected to total $8tn
and to account for approximately 24% of
total retail sales
1
. If a brand does not double
down on Digital Commerce, they willsuer
in the long run as competitors establish
themselves and deliver execution excellence
on the digital shelf.
Other macroeconomic challenges, such
as the Ukraine conict and the zero Covid
case policy in China, had and are likely
to continue to have an impact on brands’
supply chains (e.g. global disruptions
and material shortages, nearshoring
decisions). These all have a negative
impact on product availability, shipping
times and customer experience.
2022 the year of Retail Media
Over the past year, retail media has
gained an undisputed place in the
advertising ecosystem. Retail media is
advertising within a retailer’s digital
commerce sites, apps and further beyond
through its store network – typically
purchased by brands that wish to boost
visibility on the digital shelf and promote
their products closer to the point of sale.
Retail Media has been taking share from
other digital advertising channels like
search or social. In the West, Amazon has
established itself as the third largest
media company aer Google and Meta in
just a few years. Retail media is expected
to be one of the highest-growth media
products and grow at 21% CAGR from
2022 reaching $100bn in 2026 in the US
alone
2
.
Retail media model is a key focal area
of top retailers
Given the sheer size of the product
catalogues on marketplaces in particular,
searching for products is the most
time-ecient behaviour for a consumer,
rather than browsing. This leads to a
strong selection bias where consumers
overwhelmingly purchase highly ranked
products. Hence the opportunity for
digital marketplaces to monetise priority
rankings as well as embedded ad
placements – this is particularly relevant
for retailers with large selection. Further,
the retail media is highly protable for
retailers and as a result becoming a
priority for them.
It was initially implemented by the digital
pure players, such as Amazon, but more
traditional retailers quickly followed suit
and launched their own advertising
platforms, developed internally (e.g.
Walmart) or through partnerships with
existing AdTech platforms (e.g. Criteo).
Ambitions are high as evidenced by
Walmart in the US which aims to become
one of the top 10 advertising platforms
by 2026. In pursuit of scale, Walmart has
opened up its marketplace to Chinese
sellers. This is taking place on a global
scale. In Europe, Tesco and Carrefour have
implemented new partnerships with
AdTech players, but also Mercadolibre in
Brazil and Shopee across South East Asia
have been doubling down on the Retail
Media opportunity.
Retail Media is here to stay and we believe
that it will be more resilient in a time of
macroeconomic weakness than the other
types of marketing spend, as its ecacy
is easier to measure and demonstrate.
With the deprecation of online cookies
announced for mid 2024, digital consumer
identiers will be reduced to First-Party
relationships
3
. This has also been fuelling
the momentum of Retail Media due to
the large quantity of high quality rst
party data possessed by the retailers.
1 Insider Intelligence forecast
2 BCG publication: How Retail Media is Reshaping Retail
3 First-Party data is information a company collects from its customer, it is primarily owned by retailers and brands
20 Segmental Review continued
Selling online is critical and becoming
increasingly complex for Brands
For most brands, marketplaces are the
primary digital route to the consumer
While Amazon is widely recognised as a
global digital marketplace, there are only
a handful of marketplaces that can claim
this status. Digital commerce is in fact both
fragmented and local. This is due
to the need for local fullment capabilities
and localised consumer preferences.
Consumers, when given a choice, will choose
dierent platforms and arbitrage between
product selection, delivery times, convenience
and price. For instance, price-sensitive
shoppers are more willing to collect products
themselves if it is convenient and reected in
the price they pay.
Across most markets, we are seeing
increased competition and fragmentation.
Oen a global marketplace competes
with local brick and mortar retailers and
their online and click-and-collect models,
local last-mile delivery companies and
local specialist marketplaces. This
fragmentation is a challenge for brands,
who need to protably distribute their
products across many new channels.
Brands require a major readjustment
to operate successfully in the world
of digital commerce
Brands need to adapt their go to market
and supply chain from models that were
designed over decades for brick and
mortar, to ones that are optimised for
digital commerce. By not moving quickly
enough a brand is at risk of losing
signicant market share to competitors or
smaller digitally ready players. At present,
even the most advanced brands operate
across fewer than 50 marketplaces –
compared to the thousands of retailers
they work with in over 130 countries –
highlighting there is still a long way to go.
To succeed in digital commerce a global
brand needs to succeed on multiple levels
and orchestrate trade marketing, retail
content, inventory and logistics operations
seamlessly. In particular, it requires the right
content, product description, image, price,
page position, media placement, stock
availability with rapid stock replacement etc.
in the right place at the right time. With
assortments of hundreds if not thousands of
product listings, brands are faced with
making up to millions of decisions per day
across multiple marketplaces each with
dierent requirements.
Further, on top of managing hundreds
of levers on each marketplace,
marketplaces are constantly evolving
and increasing in sophistication and
complexity through new functionalities
(e.g. introduction of clean rooms, new
API integrations) and ad formats (e.g.
video, Demand Side Platforms and
o-website networks). We expect this
fast pace of change to continue in the
foreseeable future.
Finally, once brands are operating
eectively on multiple marketplaces,
marketing investments will need to be
optimised between the dierent channels.
However, it is currently very challenging for
brands to understand where their media
investments are paying o the most across
all platforms given the lack of standards,
hence the need for consistent
benchmarking tools.
All this complexity leaves brands
with lile choice but to use advanced
technology and automation partners.
Product and technology leadership
is more important than ever
Consolidation of services & the
imperative for an all-in-one oering
Consumer products companies are
continuing their path toward digital
maturity with gradually more competent
teams and in-house technological
capabilities. This creates ever-evolving
needs from brands and this will benet
the product and technology leaders, which
have been heavily investing in cuing-
edge technology and tools to drive
superior results for their partners.
For Brands, the current digital environment
is unquestionably competitive. The innite
shelf has lowered barriers to entry for
brands to sell online. The looming recession
is making it harder to sustain growth for
players. However, as digital commerce
continues to see higher growth and takes
greater share of the market, brands should
make ecommerce a core part of their
strategy and investments. We believe that
the winners of tomorrow should continue
investing in their digital operations today
and will build stronger market shares for
the years to come.
Amongst the retail media specialist
providers, competition is erce too and
we are observing a clear convergence
of service to combine retail execution
with measurement tools, in particular,
the market has been through some
consolidation with multiple company
acquisitions. Oering the full suite of
digital ecommerce retail optimisation
tools will soon become a business
imperative to partner with the largest
companies. And that’s a core principle
of our product strategy. In particular,
we are combining the ability for brands
to benchmark the performance of their
products across multiple marketplace
channels and retail execution, which is
highly dierentiating.
As a rst mover in the space we have
assembled the critical capabilities and
talent to help CPG companies succeed
globally. We have also built the most
advanced tools for challenger brands.
We estimate that there are 10,000
Enterprise companies and 2-3 million
sellers that our combined proposition
could support. We have our nger on
the pulse of the major marketplaces.
Given our constant drive to bring value
to our customers, we are best placed to
be the consumer brands digital partner
of choice today and tomorrow.
21
Ascential plc Annual Report 2022
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Segmental Review continued
Product
Design
22
Revenue streams by type (%)
Revenue
£107.1m
Organic and Proforma revenue growth
+12%
Product Design’s strong growth has
continued with revenues growing by 12%
year on year, driven by an excellent
performance from subscriptions, where
billings grew 11%, augmented by a similar
growth in the Mindset advisory business
and very good performances in the
smaller Coloro and Start businesses.
Overall, the take-up of non-fashion
products such as Consumer Insight,
Beautyand, more recently, Consumer
Tech, continues to be the chief engine
of growth, now accounting for over
46%ofsubscriptions. Fashion products
grew 2%.
Subscription renewal rates have remained
strong and continued to grow in the year
building on the post pandemic recovery
we saw in 2021, now standing at record
levels of over 95%. The business has also
continued to maintain record high levels
of NPS in the last two years, underlining
the value of the information delivered to
customers and the strength of its brand.
Product innovation continues to be a
key driver for the WGSN platform, with
multiple new features launched in the
year, including a central, personalised
landing page for customers, deploying
advanced technologies to locate content
targeted to individuals' roles, while
promoting relevant content from
platforms not yet included in customers'
subscriptions.
Reecting our clients’ needs to
understandshort-term tactics alongside
long-term forecasts, we also launched a
“Critical Issues” section to our platform,
advising on topics such as supply-chain
issues caused by geo-political issues and
the cost of living crisis.
Our advanced, AI-driven, data-rich
trendforecasting service, TrendCurve+,
launched in April 2022. This product
combines inputs from WGSN’s unique
proprietary data sources, applying deep
machine-learning algorithms to generate
trend projections across thousands of key
items, silhouees and colours, and is
now being utilised by leading brands
and retailers across the globe to inform
their buying decisions.
Finally, there were ve “WGSN Live” digital
broadcasts during the year, connecting our
experts with more than 10,000 individuals
across the globe to learn more about topics
ranging from sustainable circular product
design to strategies for recession resilience.
WGSN, a leading global supplier of trend forecasts, market
intelligence and consumer insight, helps customers understand
the future demands of consumers. Information is delivered
principally through digital subscriptions to over 6,500 customers
in more than 90 countries. The Product Design segment also
includes trend products for SMEs in the fashion market (WGSN
Start) and the innovative colour system Coloro.
Intelligence & Events
Year ended December (£’m) Growth (%)
Reported Organic Proforma
Revenue . . % % %
Adjusted EBITDA
. . % % %
Adjusted EBITDA Margin
% %
Digital Subscriptions &
Platforms
%
Advisory
%
23Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Segmental Review continuedSegmental Review continued
Objective
Peapod Digital Labs is the digital,
e-commerce and commercial engine of
Ahold Delhaize USA, one of the nation’s
largest grocery retail groups which includes
brands such as Food Lion, Giant Food, The
GIANT Company, Hannaford and Stop &
Shop. The Trends team is focused on
innovation and new product design for the
general merchandise and seasonal giing
ranges that are sold by the U.S. brands.
With the goal of creating stand out
products that sell through quickly in store,
they’re constantly on the lookout for the
latest trends and consumer insights.
Solution
Peapod Digital Labs used content from
WGSN Insight to inform their product
design recommendations. One of the key
topics that resonated with the team was
consumer need for optimism in a
post-pandemic world. Connecting closely
to trends such as joyful expression,
Case study
Early indications that consumers were craving colour
and optimism as they continued to weather the pandemic
were validated by the insights we gleaned from WGSN
that ultimately informed the launch of the melamine line.
The results were a tremendous sell through and far
exceeded sales targets for the consumer facing brands,
which illustrates the power of a team that enables
decisions supported by data and the latest insights.”
Venita James
Manager, Sourcing Trends and Insights, Peapod Digital Labs
“
Designing for evolving
consumer mindsets
Peapod Digital Labs were able to explore
how consumer mindsets are impacting
product design through the desire for
bright colours, expressive design and a
reason to be optimistic. As a result, they
directed the design for a melamine range
of children’s tableware, including plates,
bowls and cups.
Outcome
The oering was a huge success at retail.
Within the rst ve weeks of being
available, the line was over 70% sold
through. The success of joyful design was
also seen in more general decor targeted
at the adult shopper.
24
There are several clear trends which are
currently driving expansion of the Product
Design market as well as increased
penetration of providers
such as WGSN.
Declining brand loyalty
Brand loyalty is reducing, with consumers
increasingly willing to try new products
and brands in response to shiing their
priorities and preferences. As a result,
being on trend and understanding what
your customer segments will want in 12-18
months is critical for brands to building
meaningful connections and retaining
customers.
Globalisation of trends
Trends today are global, with consumers
inuencing each other across
geographies. This means: 1) trends will be
increasingly important for small, local
brands, as their consumers will reect
global trends, and 2) trends will be harder
to track in-house.
Businesses will also need to beer
understand trend variation by geography.
Fragmentation of trend seing
The proliferation of data sources, notably
social media, has made it increasingly
dicult for brands to identify and forecast
trends in-house; tracking social on its own
is not enough, as inuencers are oen
sponsored and not an accurate reection
of broader consumer trends.
Increased Focus on Sustainability
Brands and consumers are increasingly
focused on corporate social and
environmental responsibility, e.g. waste
management in Fashion. Being on trend
at the right volume and for the right
amount of time is critical to reducing
overproduction and waste.
Shorter Product Cycles
Businesses are developing and launching
products faster, but fast fashion remains a
small share of product range (as it is not as
economical or sustainable) and is not fast
enough to render trend information
irrelevant – brands (including fast fashion
brands) continue to rely on longer-term
trend forecasting.
Pricing
Ination and increased value of trend
forecasting have enabled like-for-like
price growth.
Strong underlying end markets
Key consumer verticals are large (£13tn+
intotal) and have shown strong recent
value growth, ranging from +4-43%
(2020-21) – Media & Entertainment,
Consumer Tech, Auto, Fashion, and
Sports& Outdoor verticals in particular
growing at double digits.
WGSN market
insight
25Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Events
Year ended
December (£’m) Growth (%)
Reported Organic Proforma
Revenue . . +% +% +%
Adjusted EBITDA
. . +% +% +%
Adjusted EBITDA Margin
% %
This division comprises the Marketing and Retail & Financial Services segments and the
combined performance, including the results of RWRC which was sold
on 30 December 2022, was as follows:
Lions, WARC and Money 20/20
We service the Marketing and Financial
Service sectors with our exceptional B2B
events and intelligence business. Our well
established premium events support the
global ecosystems of our customers
enabling them to partner, trade, network
and learn. Our events customers have a
broad geographic spread coming from
over 130 countries and reward us from
multiple revenue sources with our
intelligence (non dependent on physical
events) a world class third of our income.
The business of money continues to be
dynamic, distributed and healthy with
long term growth expectations.
Money20/20 is at the heart of the
Financial Services industry and continues
to see strong demand for its services. The
level of investment in FinTech peaked in
2021 and 2022 returned to a more
sustainable level which we expect to
continue in 2023. Some regions like
Singapore had increased investment in
2022 compared to 2021 giving condence
Events
market insight
Segmental Review continued
that our launch of Money20/20 Asia in
Bangkok in April next year will be a strong
addition.
In our Marketing segment Lions and
WARC continued to see strong revenue
growth and in 2022 our physical event in
Cannes returned with a robust comeback.
Our proprietary benchmarking data is
critical to measuring creativity in the
marketing industry. The advertising
industry is expected to continue to grow in
2023. We continue to see increased
involvement from brand owners in the
take up of our marketing services.
The Marketing and Financial Service
sectors have opportunities for continued
growth from improving penetration.
For example, WARC in the USA,
geographic expansion with the launch
of Money20/20 in Asia, pricing
opportunities with sponsors increasing
order values across both events and
product innovation such as the launch
of a Money20/20 digital oering.
26
27Ascential plc Annual Report 2022
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Marketing
28
Segmental Review continued
Revenue
£99.2m
Proforma revenue growth
74%
Revenue streams by type (%)
Year ended December (£’m) Growth (%)
Reported Organic Proforma
Revenue . . % % %
Adjusted EBITDA
. . % % %
Adjusted EBITDA Margin
% %
Marketing’s strong recovery continued
into 2022. Following the return of the Lions
benchmark awards in 2021 in a purely
digital format, the physical festival
returned to Cannes in June 2022 for the
rst time since 2019. Record levels of
customer engagement, through physical
sponsorship activations and delegate
participation throughout the week,
resulted in Lions revenue overall
exceeding 2019 levels by 8%.
The three main revenue streams within
Lions revenue are Awards, Delegates
and Partnerships & Digital, with each
accounting for roughly a third of revenue.
For Lions Awards, while entry volumes of
25,000 were lower compared to 29,000
in 2021 (which covered two years of
eligibility), revenue was nevertheless
robust. The engagement was particularly
strong in the newly launched Creative B2B
category, drawing on creativity in new
disciplines and business areas, while the
Creative Eectiveness Lions, the only
global benchmark of the measurable
impact of creativity, continued to see
a strong increase in entries. For Lions
regional awards (Eurobest, Dubai Lynx
and Spikes Asia) the combined revenues
were in line with the 2021 events, with
in-person awards returning to Dubai.
In terms of delegates, while total
aendees of 10,600 were down slightly
compared to the 11,700 aendees at the
2019 event, it should be noted that a
portion of the world’s population,
particularly in Asia, remained unable
to travel outside their countries due
to ongoing pandemic restrictions.
Partnership revenues reached record
levels this year, exceeding an already high
comparable in 2019. Demand for onsite
activations from major partners was
particularly strong, including substantial
programmes run by eCommerce
marketplaces for the rst time.
Lions subscription revenue (7% of Lions
revenue) continued to grow at a good
pace with annual subscription revenues
growing over 20% vs 2021, bolstered by
renewal rates of over 90% for The Work.
Advisory, which provides insights using
Lions awards intelligence and respected
creative excellence training programmes,
grew 4% over 2021.
Following strong levels of re-booking,
booked revenues for the 2023 Festival
currently stand at a more than 50% higher
than at the same point last year.
Further expanding Marketing’s digital
subscription base, WARC saw strong
full year revenue growth of 21%, with
renewal rates in excess of 95%, bolstered
by the launch of the new Marketing
Eectiveness Platform. June also saw the
launch, at the Lions Festival, of the WARC
Digital Commerce product, including
benchmarking tools, best practice and
data points drawing on the expertise
of the Digital Commerce business.
The Marketing segment comprises Lions and WARC. Lions,
through its awards and festival, as well as its subscription
and advisory products, is the global benchmark for
creativity in the branded communications industry, while
WARC is the global authority on marketing eectiveness
for brands, agencies and media platforms.
Digital Subscriptions &
Platforms
%
Benchmarking Awards
%
Advisory
%
Events
%
Intelligence & Events
29
Ascential plc Annual Report 2022
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Segmental Review continued
Objective
In 2018 the world’s leading brewer,
Anheuser-Busch InBev (AB InBev),
embarked on a journey to evolve from
brand buyers to brand builders. Its
historical playbook of mergers &
acquisitions and cost eciencies had
helped AB InBev become the global
category leader, but with limited scope
for further acquisitions, the company
realised that new marketing capabilities
would be required to drive organic
growth – particularly in brand building
and creative eectiveness. So AB InBev
set an ambitious dream: to become the
leading company in the world at creative
eectiveness. Recognising Cannes Lions
as a global benchmark for creative
excellence, AB InBev decided to use the
number and breadth of Lion wins as a
measure of its progress, with the ultimate
ambition to become the Cannes Lions
Creative Marketer of the Year in ve
years time.
Solution
To support its evolution, AB InBev
partnered with LIONS across a number of
initiatives. The initial phase involved
selling in the business case for creativity,
and upskilling stakeholders on what
best-in-class creativity looks like. LIONS
presented its advisory presentation
“Creativity Maers” to key leaders which
helped prove the connection between
award-winning creative work and
nancial performance. AB InBev also
aended its rst Cannes Curated
programme, produced by LIONS, in 2018.
This bespoke itinerary with private
learning sessions provided world-class
external expertise, insight and inspiration
for y of AB InBev’s top marketers from
around the world. Next the goal was to
develop the understanding and practice
of creative excellence. LIONS Consultant
Cinzia Morelli-Verhoog designed a
one-day programme for the USA
marketing team to embed foundational
principles of creative excellence. This was
followed with workshops to review and
revise the strategic assets for individual
brands. In 2020 this programme was
expanded globally, with Cinzia and the
LIONS team conducting training and
brand repositioning sessions with priority
markets around the world through AB
InBev’s Marketing Academy.
Complementing this, LIONS continued to
deliver and evolve the annual Cannes
Curated programmes for AB InBev’s
team, with aendance growing each
year; AB InBev also subscribes to The
Work, LIONS’ intelligence platform,
providing daily access to insights and
examples of best-in-class creativity.
LIONS also helped instigate a creative
council for AB InBev to evaluate its work,
which now forms a core part of Creative
X, AB InBev’s creative excellence
ecosystem. These combined initiatives
formed an ongoing source of training,
insight, inspiration and expertise to
support AB InBev on its ongoing creative
excellence journey.
Outcome
The partnership with LIONS has proven to
be pivotal in helping AB InBev transform
its creative capabilities and embed a
culture of creative eectiveness. The
programme has allowed AB InBev to
establish a new standard for its creative
work and culture, with new processes and
tools for training and evaluating
creativity.
The results of this are translating into
improved creative and nancial
performance. At the outset in 2018,
ABInBev was ranked #27 on the global
creativity ranking. At the Cannes Lions
2020/2021 awards, AB InBev amassed an
outstanding haul of 40 Lions; two Grands
Developing creative
excellence
Case study
Prix, two Titanium, nine Gold, 10 Silver and
17 Bronze Lions in total, (moving to #5 on
the Global Creative Ranking). The
following year Cannes Lions announced
that it would honour AB InBev as the
Creative Marketer of the Year. The
honorary accolade is presented to a
marketer that has amassed a body of
Lion-winning work over a sustained period
of time, and has established a reputation
for producing brave creative and
innovative marketing solutions. In 2022,
crowned as Creative Marketer of the Year,
AB Inbev also picked up its largest haul of
Lions to date – 49 in total, including the
Grand Prix for Creative Eectiveness, 10
Gold Lions and a Silver Lion for Creative
Business Transformation.
This enhanced creative performance
hastranslated into improved nancial
performance, as AB InBev delivered 11.3%
top-line growth in FY2022 as compared to
FY2021. Its creative performance is so
important to AB InBev that Michel
Doukeris listed the number of Lion wins
onhis quarterly investor conference calls
and webcasts. Following its success in the
Lions in 2022, AB InBev has gone on to
winthe Creative Marketer of the Year
accolade for a second consecutive year
– the only company to achieve this in
thehistory of the Festival. The award
recognises AB InBev’s sustained creative
excellence that has driven continuous
organic business growth.
Lions has been a critical partner throughout AB InBev’s journey to
elevate and champion creative eectiveness across our business.
From collaborating with Lions Advisory to develop our marketing and
creative capabilities through our Marketing Academy, to the
inspiration, benchmarking and world-class learning experience
oered by the Cannes Lions awards and curated Festival experience,
Lions has played a key role in helping us establish creativity as a
powerful capability to solve consumer and business problems and
drive growth.”
Marcel Marcondes
Global Chief Marketing Ocer
AB InBev
“
30
Case study
31Ascential plc Annual Report 2022
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Retail &
Financial
Services
32 Segmental Review continued
Revenue
£92m
Proforma revenue growth
65%
Revenue streams by type (%)
Year ended December (£’m) Growth (%)
Reported Organic Proforma
Revenue . . % % %
Adjusted EBITDA
. . % % %
Adjusted EBITDA Margin
% %
In June 2022 Money20/20 Europe,
returning to its familiar slot in the
industry’s calendar from the September
date in 2021, aracted more than 7,500
aendees, from over 2,300 companies
and over 90 countries, to Amsterdam. In
October 2022 Money20/20 US was held in
Las Vegas aracting more than 13,000
aendees, from over 3,500 companies
and over 90 countries. Both events grew
substantially, with the US growing by
two-thirds vs both 2019 and 2021 and
Europe more than doubling vs 2021 and
up a third vs 2019.
Both events saw the volume of customer
meetings booked via the Money20/20
App more than double compared to the
prior year, cementing Money20/20 as the
place where the industry comes together
to do business. Investments made in
product, technology and operations
during the pandemic delivered good
returns for the business in both revenue
and prot and in customer satisfaction,
while the strong customer engagement
was illustrated by a high level of
rebooking for both events. Forward
bookings for the 2023 editions are strong
compared to both prior years and
pre-Covid comparable gures – at the
date of this report on a combined basis,
forward bookings were more than 30%
higher than the same time last year.
The ntech end market and the broader
payments ecosystem which Money20/20
serves remained robust throughout the
pandemic underlining that it continues to
represent a long-term global growth
sector. Despite recent reductions in
funding and valuations of companies in
certain sub-segments of the customer
base from 2021 highs, the long-term trend
remains strong.
In Retail Price & Promotion, improvements
were driven through new product
development and shared retailer
relationships and expertise across the
segment.
On 30 December 2022, RWRC was sold to
William Reed Ltd aer both Retail Week
Live and Retail Week Awards returned to
the rst half of the year, while the global
platform of World Retail Congress (last
held in 2019) also ran in Rome in April.
RWRC recorded revenues of £7.4m and
Adjusted EBITDA loss of £0.1m in 2022.
Money20/20 is the world’s leading platform where the
global ntech communities come together to do business.
The Retail and Financial Services segment also comprises
Retail Price & Promotion and, until its sale on 30 December
2022, Retail Week World Retail Congress (“RWRC”).
Digital Subscriptions &
Platforms
%
Events
%
Advisory
%
Intelligence & Events
33
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Segmental Review continuedSegmental Review continuedSegmental Review continued
Objective
This client, a global leader in nancial
services oering solutions to the world’s
most important corporations,
governments and institutions, has been a
long time global partner of Money20/20.
Despite being recognised as a top
innovating businesses in the US, going
into 2022, they didn’t yet feel seen globally
as an innovator. They recently relaunched
their core payments oering and needed
to continue to elevate brand awareness.
Solution
The bank took a feature lounge space,
allowing them to showcase their cuing
edge technology within an area
embedded into the delegate experience.
Bringing visibility to their core solutions,
they partnered with Money20/20 Europe
2022 on the development of a content
summit – bringing to the stage dierent
global partners to showcase their own
breadth of business and aligning
themselves with global leaders.
Outcome
While exhibiting at Money20/20 Europe
2022, this client got the requisite brand
visibility they were aer and acquired over
500 leads with potential partners and
clients. The client was able to drive brand
awareness onsite by aligning with a high
trac feature area, giving them high
visibility and foot trac. This immediate
success prompted them to condently
book for Money20/20 US 2022 and
rebook for Europe 2023.
Accelerating
brand
awareness
Case study
34
Case study
35Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
The results are set out in the
consolidated statement of
prot orloss and show, for
continuing operations, revenue
of £524.4m and an operating
loss of £94.2m. Adjusted
EBITDA was £121.1m with the
improvement driven in large
part by the return of the in-
person Cannes Lions festival
and record results of both
editions of Money20/20.”
Mandy Gradden
Chief Financial Ocer
Financial
review
Overview
The results are set out in the consolidated statement of prot
orloss and show, for continuing operations, revenue of £524.4m
(2021: £349.3m) and an operating loss of £94.2m (2021: £26.7m
loss). Adjusted EBITDA was £121.1m (2021: £88.9m) with the
improvement driven in large part by the return of the in-person
Cannes Lions festival and record results of both editions of
Money20/20. We delivered strong operating cash ow
performance for the year with free cash ow from continuing
operations aer tax and capex of £90.0m (2021: £57.7m), an
operating cash ow conversion of 104% (2021: 95%) and a free
cash ow conversion of 74% (2021:65%).
The £94.2m operating loss for the year is driven by the Adjusting
items including amortisation and impairment of acquired
intangibles, share-based payments, earnout expenses and other
non-trading items as set out in more detail below.
Alternative Performance Measures
A core KPI and strategic goal of the Company is Organic revenue
growth rate. We believe that this is the most ecient method of
growth, measures the underlying health of the business and is a
key driver of shareholder value creation. Organic revenue growth
rate eliminates the impact of acquisitions (counting them only
once they have been owned for 12 months) and disposals and
that element of growth which is driven by changes in foreign
exchange rates. It also eliminates the impact on growth rates of
changes, if any, in timing of live events and of products that are
being curtailed (namely in 2022 Sellics advertising products and
certain aspects of Edge Digital Shelf). It is an Alternative
Performance Measure and is discussed in more detail on page 43.
Proforma growth rate is measured in a similar way to Organic
growth rate but assumes that the Group’s acquisitions were all
made on 1 January 2021 and is therefore a measure of the
like-for-like rate of growth of the brands owned today.
Adjusted EBITDA is also an Alternative Performance Measure
andis used in the day-to-day management of the business
toaidcomparisons with peer companies, manage banking
covenants and provide a reference point for assessing our
operational cash generation. It eliminates items arising from
portfolio investment and divestment decisions, and from changes
to capital structure. Such items arise from non-trading activities,
intermient or non-recurring events, and while they may
generate substantial income statement amounts, do not relate
tothe ongoing operational performance that underpins
long-term value generation.
Further details on Alternative Performance Measures are set
outbelow.
36 Financial review
Continuing operations
The results for the year ended 31 December 2022 are summarised in the table below.
£’m
Growth rate
Reported Organic Proforma
Revenue
524.4 349.3 50% 30% 29%
Adjusted EBITDA
121.1 88.9 36% 23% 15%
Operating loss (94.2) (26.7) nm nm nm
Segmental results
The Group has four reportable segments. These are Digital Commerce, Product Design, Marketing and Retail & Financial Services.
Information regarding the results of each is included below.
£’m
Digital
Commerce
Product
Design Marketing
Retail &
Financial
Services
Corporate
costs
Continuing
operations
2022
Revenue
226.1 107.1 99.2 92.0 – 524.4
Organic growth
10% 12% 74% 65% – 30%
Proforma growth 14% 12% 74% 65% – 29%
Adjusted EBITDA
21.2 49.1 40.1 31.6 (20.9) 121.1
Organic growth
(31%) 12% 58% 140% (3%) 23%
Proforma growth
(46%) 12% 58% 140% (3%) 15%
Adjusted EBITDA margin
9% 46% 40% 34% – 23%
Depreciation and soware amortisation (17.8) (3.3) (2.6) (0.9) (1.1) (25.7)
Adjusted operating prot / (loss) 3.4 45.8 37.5 30.7 (22.0) 95.4
2021
Revenue
147.3 91.3 56.5 54.2 – 349.3
Adjusted EBITDA
31.1 41.3 25.6 10.9 (20.0) 88.9
Depreciation and soware amortisation (10.0) (2.9) (3.0) (1.8) (1.8) (19.5)
Adjusted operating prot / (loss) 21.1 38.4 22.6 9.1 (21.8) 69.4
Revenue
The Company benets from diverse revenue streams across its segments ranging from digital subscriptions to live events to advisory.
Most of these revenue streams are digital and have recurring or repeat characteristics beneting from our focus on customer retention.
£’m Timing of revenue recognition
Digital Subscriptions & Platforms
Over time 213.9 136.2
Advisory Over time 12.2 11.1
Digital Commerce 226.1 147.3
Digital Subscriptions & Platforms
Over time 95.9 81.9
Advisory Over time 11.2 9.4
Product Design 107.1 91.3
Digital Subscriptions & Platforms
Over time 23.9 18.2
Advisory
Over time 5.2 3.7
Benchmarking Awards
Point in time 27.8 29.3
Events Point in time 42.3 5.3
Marketing 99.2 56.5
Digital Subscriptions & Platforms
Over time 6.3 10.8
Advisory
Over time 2.3 2.7
Events Point in time 83.4 40.7
Retail & Financial Services 92.0 54.2
Revenue from continuing operations 524.4 349.3
37Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Revenue from continuing operations grew to £524.4m (2021:
£349.3m), an increase of £175.1m or 50%. Adjusting for currency
impacts, acquisitions and discontinued products, revenue
increased by 30% on an Organic basis or 29% on a Proforma
basis. This was driven by the continued structural growth of our
Digital Commerce and Product Design segments as well as the
full return of our live events in the Marketing and Retail &
Financial Services segments.
Adjusted EBITDA
Adjusted EBITDA from continuing operations grew to £121.1m
(2021: £88.9m) an increase of £32.2m or 36%. This represented
Organic growth of 23% or 15% on a Proforma basis.
Adjusted EBITDA margin from continuing operations decreased
slightly from the prior year to 23.1% (2021: 25.5%). This reects
lower margins in our Digital Commerce segment where in the rst
half of the year we maintained the pace of investment ahead of
revenue growth and, to a lesser extent, by the return of physical
event costs in our Marketing segment. This is partially oset by
the signicant live events growth in Retail & Financial Services
and expanded margins in Product Design.
Reconciliation between Adjusted EBITDA and statutory
operating loss
Adjusted EBITDA from continuing operations is reconciled to
statutory operating loss as shown in the table below.
£’m
Adjusted EBITDA
121.1 88.9
Depreciation and soware amortisation (25.7) (19.5)
Adjusted operating prot
95.4 69.4
Amortisation of intangibles
(34.6) (31.9)
Impairment of intangibles
(57.0) –
Share-based payments
(15.9) (8.4)
Non-Trading items (82.1) (55.8)
Statutory operating loss (94.2) (26.7)
Impairment of acquired intangible assets
The Company undertakes a periodic review of the carrying value
of its goodwill and indenite life intangible assets and, if there is
an indicator of impairment, its nite life intangible assets. In 2022,
we recorded two impairments as a result:
— As reported at the half year during 2022, the decision was
made to change the focus of the Edge Digital Shelf oering to
our clients within the Digital Commerce segment and, as a
result of this change, certain intangible assets associated with
this product are no longer generating sucient value to
support the carrying value and an impairment charge of
£31.4m was recorded in the rst half.
— As part of our year-end impairment review process, we
identied an indicator of impairment within the ASR business
(which represents 6% of the revenue of the Digital Commerce
segment). The indicator was triggered by ongoing action by
Amazon to reduce both the media inventory and commission
rate for its on-site review product (the OSP product) which
generated 30% of ASR’s revenue in 2022. This is the only
product we oer in the Digital Commerce business where we
are a cost, rather than a revenue stream, to Amazon. While our
original acquisition plans accounted for the risk of a reduction
in the income from Amazon for this OSP product over the
period of ve years, it has become increasingly evident during
the second half of 2022 that the OSP product is deprecating
faster than we projected. Since we acquired ASR our focus has
been building brand income led products for the business.
These have grown strongly over the last 18 months and we are
pleased that they now exceed 70% of the revenues of ASR.
— ASR’s publishing product is our only cost-linked product with
Amazon; all others generate revenue for Amazon, or we create
revenue directly from brands. Amazon continues to reduce its
inventory and commissions for these cost-related products,
directly replacing them with revenue-generating advertising
products on the site.
— The ASR customer base is a valuable asset within Digital
Commerce and we are seeing considerable success in cross
selling the services of Perpetua, 4K Miles and Flywheel to ASR
customers. We typically achieve a multiple of more than 2x the
ASR revenue with cross sold products. Despite the value of the
ASR customer base to other parts of the Digital Commerce
business, we are unable to aribute those revenues to the ASR
cash generating unit and have therefore recorded an
impairment of £25.6m representing approximately 45% of the
carrying value of the ASR intangibles.
We have considered and concluded that there are no other
impairment triggers in the rest of the Group. See Note 16 to the
nancial statements for further details. No impairments were
identied in the comparative period of 2021.
Share-based payments
The charge for share-based payments of £15.9m (2021: £8.4m)
was higher in 2022 than in 2021 due to the issuance of new
awards in the second half of 2021 and also because 2021 was
suppressed by certain Covid-driven lapses of awards.
Non-Trading items
The Company has incurred signicant non-trading items in 2022
which have been treated on a basis consistent with our policy and
with previous years as set out in the table below and further
explained in Note 6 to the nancial statements.
£’m
Deferred contingent consideration
31.4 29.9
ERP and Salesforce implementation
21.6 16.9
Strategic review costs
15.0 2.8
Transaction and integration costs
9.4 6.2
Costs associated with the Digital Shelf pivot
6.8 –
Prot on disposal of business and investment
(6.0) –
Property impairments and other 3.9 –
Non-Trading items relating to continuing
operations 82.1 55.8
The charge for deferred contingent consideration of £31.4m (2021:
£29.9m) predominantly relates to earnouts that are contingent on
continuing employment of the founders on the acquisitions of
WhyteSpyder, OneSpace, 4K Miles, DZ and Perpetua as well as
revaluations of the earnouts, including Sellics and Intrepid.
In 2021, the IFRIC published an agenda decision on the design
and implementation costs for business systems built upon
soware that is contracted on a “soware as a service” (SaaS)
basis and hosted in a public cloud. This resulted in an amendment
to the treatment of costs incurred on the Company’s new ERP and
Salesforce systems under IAS 38 “Intangible Assets”. In response to
the IFRIC decision, the Group’s accounting policy on intangible
assets was updated, resulting in the majority of implementation
costs on SaaS implementations incurred to date no longer being
capitalised but expensed as incurred. The Group is undertaking a
multi-year programme to introduce a new ERP to replace the
current Oracle system introduced in 2007 and a new instance of
Salesforce, both of which are cloud-based. Costs relating to this
signicant and non-recurring programme totalled £21.6m (2021:
£16.9m) and, given the scale and incidence as a once in a decade
investment, have been treated as non-trading items.
38 Financial review continued
A signicant non-trading item in 2022 was the costs of the
strategic review, the results of which were announced in January
2023. The costs relate to resources and professional fees for
project management, tax, US GAAP conversion and audit and
legal advice as well as severance and retention incentives for key
personnel impacted by the proposed separation of the Group.
Transaction and integration costs comprise professional fees for
diligence and legal costs as well as the costs of integrating
acquisitions which is a signicant workstream within Digital
Commerce given the seven acquisitions made in 2021 with two
further acquisitions in 2022.
As mentioned above, the change to the Digital Shelf product
resulted in an impairment of the Edge intangibles in the rst half.
Furthermore, signicant redundancy costs and supplier support
costs were incurred in the second half of the year as a result of
this decision resulting in a total cash cost of £6.8m.
During 2022 the Company disposed of its investment in Analytic
Index and of RWRC resulting in a prot on disposal of £6.0m.
Finally, the Company has incurred costs of £3.9m relating to
onerous property leases as a result of business reorganisations
and changing working paerns post Covid. These costs are
material and have been treated consistent with the approach
adopted for similar items in 2020.
Net nance costs
The net nance cost from continuing operations for the year
ended December 2022 was £18.7m (2021: £10.4m) as set out in the
table below:
(£ million)
Interest income on deposits, investments and
vendor loan note
3.6 2.5
Fair value gain on derivative nancial instruments
4.3 0.2
Foreign exchange gain 0.5 –
Adjusted nance income 8.4 2.7
Interest payable on external borrowings
(9.6) (8.6)
Amortisation of arrangement fees
(0.8) (0.9)
Discounting of contingent and deferred
consideration
(10.3) (9.0)
Discount unwind of lease liability
(1.1) (1.0)
Foreign exchange loss – (0.6)
Adjusted nance costs (21.8) (20.1)
Adjusted net nance costs (13.4) (17.4)
Foreign exchange on deferred consideration
(1.3) –
Covenant costs
– (0.8)
Remeasurement of trade investment to fair value (4.0) 7.8
Adjusting nance (costs) / income (5.3) 7.0
Net nance costs from continuing operations (18.7) (10.4)
The Group’s adjusted net nance costs have decreased from
£17.4m in 2021 to £13.4m in 2022 driven mainly by the fair value
gains on the Group’s US dollar and euro interest rate caps partly
oseing the signicantly higher interest expense in the second
half of the year as interest rates rose for both our US dollar and
euro borrowings.
The major items in interest income relate to interest receivable from
Hudson MX Inc (“Hudson”) of £3.2m (2021: £nil) and, in 2021, from
the Vendor Loan Note on the sale of Built Environment & Policy of
£2.5m. The unwind of the discount on deferred contingent
consideration is similar to the prior period totalling £10.3m (2021:
£9.0m) driven by new acquisitions being oset by nal selement
of older earnout agreements.
Meanwhile, Adjusting nance costs include the remeasurement of
trade investments to fair value relates to the downwards
revaluation of the investment held in Infosum of £4.0m (2021:
upwards £7.8m) together with foreign exchange on deferred
consideration.
Taxation
A tax charge of £21.0m (2021: £8.2m) was incurred on Adjusted
prot before tax of £79.4m (2021: £49.6m) resulting in an Adjusted
eective tax rate for the year of 26% (2021: 17%) which compares
to the eective tax rate of 10% (2021: 4%) on reported losses as
can be seen in the table below.
Analysis of tax charge (£’m)
Adjusted prot before tax
79.4 49.6
Tax charge on Adjusted prot before tax
(21.0) (8.2)
Eective tax rate (%)
26% 17%
Adjusting items
(195.5) (89.2)
Tax credit on Adjusting items
32.3 9.8
Eective tax rate on Adjusting items (%)
17% 11%
Reported loss before tax
(116.1) (39.6)
Tax credit on reported loss before tax
11.3 1.6
Eective tax rate on reported loss before tax (%) 10% 4%
The eective tax rate on Adjusted PBT has increased from 17% to
26% because the prior period beneed from discrete credits
relating to the revaluation of a net deferred tax asset for the
forthcoming change in UK tax rates. The low eective tax rate on
Adjusting items reects the non-deductible nature of many of
these items.
The Group has a total recognised net deferred tax asset of £51.7m
(2021: £51.2m) comprising a £29.4m (2021: £26.1m) deferred tax
liability on non-deductible intangibles and an asset of £81.1m
(2021: £77.3m) relating to UK and US losses, accelerated capital
allowances and US acquired intangibles. The gross asset is
expected to be realised in cash over the next 10 years with the
majority recovered in the next ve years. When considering the
net deferred tax balance by entity this is presented as a gross
asset of £60.3m oset by a deferred tax liability of £8.6m.
Discontinued operations
For the year ended 31 December 2022, there are no entities or
segments disclosed as discontinued operations. Costs of £0.9m
were incurred during the year in relation to nalisation of a small
number of transactions from the prior year disposals of the Built
Environment & Policy segment and of MediaLink.
Prot aer tax
The Group recorded a total statutory loss aer tax of £105.7m
(2021: prot of £223.9m) arising from a loss on continuing
operations of £104.8m (2021: loss of £38.0m) and a loss on
discontinued operations of £0.9m (2021: prot of £261.9m).
39
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Foreign currency translation impact
The Group’s reported performance is sensitive to movements in
both the euro and US dollar against pounds sterling with
signicant acquisitions denominated in US dollars and events
revenues in euro and US dollars. The dollar / sterling exchange
rate has been especially volatile, particularly in the fourth
quarter, which has beneed our reported nancial performance
as set out below.
Weighted average rate Year-end rate
Currency Change Change
Euro
1.17 1.17 0.0% 1.13 1.19 5.0%
US Dollar 1.18 1.37 13.9% 1.21 1.35 10.4%
When comparing 2022 and 2021, changes in currency exchange
rates had a favourable impact on revenue and adjusted EBITDA
of £22.8m and £9.4m. On a segmental basis, the impact of
changes in foreign currency exchange rates was as follows:
— Digital Commerce: £12.5m impact on revenue and £5.1m impact
on Adjusted EBITDA
— Product Design: £4.2m impact on revenue and £2.7m impact
on Adjusted EBITDA.
— Marketing: £0.4m impact on revenue and a (£0.1m) impact on
Adjusted EBITDA.
— Retail & Financial Services: £5.7m impact on revenue and £2.2m
on Adjusted EBITDA.
For illustrative purposes, the table below provides details of the
impact on revenue and Adjusted EBITDA if the results were
restated for sterling weakening by 1% against the US dollar and
euro in isolation.
£'m Revenue
Adjusted
EBITDA Revenue
Adjusted
EBITDA
Increase in revenue/ Adjusted
EBITDA if, in isolation, sterling
weakens by 1% against the:
Euro
1.3 1.0 0.6 0.5
US dollar 2.8 1.2 1.9 0.9
Furthermore, each 1% movement in the euro to pounds sterling
exchange rate has a £1.1m (2021: £0.9m) impact on the carrying
value of borrowings. Each 1% movement in the US dollar has a
circa £1.9m (2021: £0.7m) impact on the carrying value of
borrowings.
Earnings per share
Continuing Adjusted diluted earnings per share were 12.9p per
share (2021: 9.5p).
Total diluted loss per share was 21.9p (2021: earnings of 53.5p)
with the prior year beneing from the signicant prot realised
on the disposal of the Built Environment & Policy businesses.
Acquisitions
We regularly assess opportunities to acquire high-growth products
and capabilities to serve our key end markets and in particular
Digital Commerce. In the year we completed the acquisition of two
companies in the Digital Commerce segment and paid initial cash
consideration (net of cash acquired) of £60.8m plus contingent
consideration payable in 2023-2026 of £12.9m.
Sellics
In April 2022, the Group acquired 100% of Sellics Marketplace
Analytics GmbH (“Sellics”) for an initial cash consideration of
£17.2m, plus estimated earnout payments payable over 4 years
resulting in an estimated total consideration (including the initial
consideration) of approximately £20.0m. Sellics provides a mix of
advertising spend optimisation, campaign automation and
prot analytics, through a suite of soware solutions, to
challenger brands that trade on Amazon across the US and
Europe. Sellics has been integrated into challenger brand
specialist Perpetua within Digital Commerce.
Intrepid
In June 2022, the Group acquired 100% of Intrepid E-Commerce
Services Pte. Ltd. (“Intrepid”) for an initial cash consideration of
£46.9m, plus estimated earnout payments payable over 4 years
resulting in an estimated total consideration (including the initial
consideration) of approximately £60.0m. Intrepid provides
eCommerce execution, backed by proprietary soware solutions
to enterprise brands that trade on major Southeast Asia
platforms.
From the dates of the acquisitions, Sellics and Intrepid
contributed £14.1m revenue and an Adjusted EBITDA loss of
£4.5m. If the acquisitions had occurred at the beginning of the
year, the acquired companies would have contributed an
additional £8.9m of revenue and Adjusted EBITDA loss of £3.5m.
Investments
The Group continues to hold a £73.8m (2021: £65.9m) equity
investment in Hudson, an advertising soware business
providing media buying and media accounting solutions through
a cloud-based SaaS platform. The investment is through a
combination of preference stock measured at fair value through
prot and loss and common stock accounted for as an equity
investment measured using the equity method. We also made
loans totalling £30.6m (2021: £7.3m) to Hudson which are
recorded as other debtors.
In 2022 we recorded our share of the losses of the Hudson
businesses totalling £2.7m (2021: £1.1m).
There has been no change in the accounting of the investment
from that disclosed in the 2021 Annual Report and Accounts and
the Group continues to exercise signicant inuence over Hudson.
Further details are given in Note 18 to the nancial statements.
Deferred contingent consideration
The Company’s preferred structure for acquisitions is to enter into
long-term earnout arrangements with the founders of acquired
companies and to link this to the post-acquisition performance of
the acquired company and for certain elements make this
contingent on the continuing employment of the founders.
Accounting for the earnout is complex and requires considerable
judgements to be made about the expected future performance
of the acquired company at the both the point of acquisition and
at each reporting date. This is especially dicult in the type of
high growth, early stage, companies that Ascential acquires.
The earnout is accounted for in three ways:
1. A liability for deferred contingent consideration is established
on the balance sheet at the point of acquisition based on
that element of the earnout which is not dependent on the
continuing employment of the founders. Any subsequent
change in estimate is recorded as a Non-Trading item and in
2022 we recorded a loss of £1.0m (2021: £5.2m). During the
year we made cash payments of £37.9m (2021: £87.6m) in
relation to this element of deferred contingent consideration.
2. This liability is discounted to present value with the reversal of
this discount being recorded as a nance cost. This amounted
to a charge of £10.3m for the year (2021: £9.0m).
40 Financial review continued
3. Finally, that element of the deferred contingent consideration
that is also contingent on the continuing employment of the
founders is charged to the consolidated statement of prot or
loss as a non-trading item over the service life of those founders
(typically three years). This amounted to a charge of £30.5m
(2021: £29.9m). During the year we made cash payments of
£19.5m (2021: £39.4m) in relation to this element of deferred
contingent consideration.
The liability for deferred contingent consideration amounted to
£108.1m at 31 December 2022 (2021: £102.9m). In total, when
combining this liability with the future income statement charges
for discounting of deferred contingent consideration that is
contingent on continuing employment of the founders, the
Company expects to pay out deferred contingent consideration
of approximately £146m over the next four years for acquisitions
to date. £45m is due in 2023 for performance in 2022 and c.£101m
is expected to be paid between 2024 and 2026 based on the
performance of the acquired businesses in the next three years.
Cash ow
Continuing operations
The Company generated Adjusted operating cash ow from
continuing operations of £126.1m (2021: £84.0m), being a 104%
operating cash ow conversion beneting from strong forward
bookings and collections particularly relating to our events and
Product Design.
A feature of our cash ow is the working capital required in
Digital Commerce for the purchasing of advertising media on
behalf of customers where the payment terms agreed with the
marketplace can dier from those agreed with customers. At 31
December 2022 we had £194.6m receivable from customers and
£193.7m payable to the marketplaces up from £137.4m and
£124.1m respectively at 31 December 2021 with the balances
recorded in Other Debtors and Other Creditors respectively. In
order to reduce the impact of this working capital dynamic on the
Group, we have a facility with a bank to sell certain of the
customer receivables for an aractive rate of interest that is lower
than our overall cost of borrowing. Drawings under this facility
are broadly unchanged and amounted to £28.4m (2021: £23.8m)
at the period end. The resultant net working capital position
relating to such media reimbursables of a net receivable of £0.9m
(2021: £13.3m) therefore do not have a signicant overall impact
on the Group’s balance sheet.
The Group’s capital spend increased by £12.8m from the prior
year to £35.9m (2021: £23.1m) driven by increased product
development in the Digital Commerce business. Tax paid on
prots was £0.2m in the current year (2021: £3.2m). Tax liabilities
continue to be sheltered by signicant prior period losses and
tax-deductible acquisition consideration particularly in the US.
As a result, the Company generated free cash ow from
continuing operations of £90.0m (2021: £57.7m) as shown in the
table below:
£’m
Adjusted EBITDA
121.1 88.9
Working capital movements 5.0 (4.9)
Adjusted operating cash ow from
continuingoperations
126.1 84.0
Operating cash ow conversion (%)
104% 95%
Capital expenditure
(35.9) (23.1)
Tax paid (0.2) (3.2)
Free cash ow from continuing operations 90.0 57.7
Free cash ow conversion (%) 74% 65%
Discontinued operations
The Company generated free cash ow from discontinued
operations of £0.9m outow (2021: £14.3m inow).
Total operations
The cash ow statement and Net Debt position are summarised
as follows.
£’m
Free cash ow from continuing operations
90.0 57.7
Free cash ow from discontinued operations (0.9) 14.3
Free cash ow from total operations
89.1 72.0
Acquisition of businesses net of cash acquired
(60.8) (195.3)
Deferred contingent consideration including
contingent employment cost
(57.4) (127.0)
Disposal proceeds net of cash disposed and
disposal costs
5.9 342.4
Acquisition of investments and loan to
associate
(34.6) (51.4)
Non-Trading costs paid (52.3) (25.9)
Cash ow before nancing activities
(110.1) 14.8
Proceeds from external borrowings*
176.8 180.7
Repayment of external borrowings*
(53.8) (329.7)
Net interest paid
(9.0) (6.4)
Net lease liabilities paid
(7.3) (7.2)
Share purchases
(3.7) –
Proceeds of issue or sale of shares net of expenses
0.3 150.7
Dividends paid to non-controlling interest (2.8) (0.5)
Net cash ow
(9.6) 2.4
Opening cash balance
84.1 80.2
FX movements 5.5 1.5
Closing cash balance
80.0 84.1
Borrowings
(302.8) (160.5)
Capitalised arrangement fees
1.6 2.4
Derivative nancial instruments 4.5 0.2
Net Debt (216.7) (73.8)
*includes payments for both deferred and contingent consideration recognised on
initial acquisition as well as any subsequent remeasurements. Payments linked to
ongoing employment as well as business performance are shown within cash
generated from operations.
Returns to shareholders
Following the impact of Covid on the business, no dividends were
paid in 2020 or 2021 and in 2022 cash ow was prioritised
for acquisitions. The Board continues to prioritise capital for
investment and acquisitions to support our growth strategy and
has decided not to declare a 2022 dividend at this time. The
Board will keep capital allocation priorities, including shareholder
cash returns, continually under review.
Strong balance sheet and access to liquidity
Ascential manages its capital to ensure that entities in the Group
will be able to continue as going concerns while maximising the
return to shareholders through the optimisation of the debt to
equity balance. The capital structure of the Group consists of
debt, cash and cash equivalents and equity aributable to
equity holders of the parent comprising capital, reserves and
retained earnings. The Group’s policy is to borrow centrally to
meet anticipated funding requirements. These borrowings,
together with cash generated from the operations, are on-lent
at market-based interest rates and on commercial terms and
conditions or contributed as equity to subsidiaries.
41
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Strategic report Governance report Financial statements
We have performed our assessment based on the Group as it is
currently constituted and do not consider the potential
separation of our Digital Commerce assets into an independent,
publicly traded company listed in the US and sale of WGSN as
having a detrimental impact on the consolidated nancial
statements prepared being prepared on a going concern basis.
Going concern
Aer considering the current nancial projections and the bank
facilities available and then applying a severe but plausible
sensitivity, the Directors of the Company are satised that the
Group has sucient resources for its operational needs and will
remain in compliance with the nancial covenants in its bank
facilities for at least the next 12 months from the date of
approving these nancial statements. The process and key
judgements in coming to this conclusion are set out below.
The Board is required to assess going concern at each reporting
period. These assessments require judgement to determine the
impact of future economic conditions on the Group, including the
impact of downward recessionary pressures. The Directors have
considered three main factors in reaching their conclusions on
going concern, liquidity, covenants and scenario planning – as
set out below.
Liquidity
In January 2020, the Group entered into a 5-year multi-currency
revolving credit facility (“RCF”) of £450m provided by a syndicate
of 12 lending banks. These facilities provide ample liquidity when
judged against the Net Debt of the Company of £216.7m at 31
December 2022.
Covenants
The more sensitive aspects of the Company’s nancing are the
application of certain covenant limit tests to these facilities and
the most sensitive covenant limit is Net Debt Leverage (broadly,
the ratio of Net Debt to Adjusted pre-IFRS 16 EBITDA). The facility
covenants are tested semi-annually and include (i) a maximum
Net Debt leverage of 3.25x with the benet of additional 0.5x
leverage spikes for relevant acquisitions and, (ii) a minimum
interest cover of 3.00x.
At 31 December 2022, our leverage ratio was 1.9x (or 2.05x on a
covenant basis compared to the limit of 3.25x), and therefore well
within our banking covenants.
Scenario planning
In assessing going concern, the Directors considered the most
severe but plausible scenario that could impact the business to be
the cancellation of a major event at short notice.
This scenario is not a forecast of the Company and is designed to
stress test liquidity and covenant compliance. The key assumption is
that Money 20/20 US is cancelled in 2023 with minimal notice due to
an unforeseen event. This scenario results in a 0.8x increase to our
leverage ratio at the 31 December 2023 testing point.
In their review of the downside scenario, the Directors have
also considered a number of mitigations that would reduce the
leverage ratio further and are at their discretion, including but
not limited to the use of equity to meet deferred consideration
obligations, further restructuring and cost cuing measures.
In this downside scenario, there is sucient headroom against
all banking covenant tests. Accordingly, the Directors continue
to adopt the going concern basis for the preparation of the
nancial statements.
Mandy Gradden
Chief Financial Ocer
3 April 2023
42 Financial review continued
Alternative
performance measures
Ascential aims to maximise shareholder value by optimising the
potential for return on capital through strategic investment and
divestment, by ensuring the Company’s capital structure is
managed to support both strategic and operational
requirements, and by delivering returns through a focus on
organic growth and operational discipline. The Board considers it
helpful to provide, where practicable, additional performance
measures that distinguish between these dierent factors – these
are also the measures that the Board uses itself to assess the
performance of the Company, on which the strategic planning
process is founded and on which management incentives are
based. Accordingly, this report presents the following non-GAAP
measures alongside standard accounting terms as prescribed by
IFRS and the Companies Act, in order to provide this useful and
additional information.
Adjusted prot measures
The Group uses Adjusted prot measures to assist readers in
understanding underlying operational performance. These
measures exclude income statement items relating to items
arising from portfolio investment and divestment decisions, and
from changes to capital structure. Such items arise from events
which are non-recurring or intermient, and while they may
generate substantial income statement amounts, do not relate to
the ongoing operational performance that underpins long-term
value generation. The income statement items that are excluded
from Adjusted prot measures are referred to as Adjusting items.
Both Adjusted prot measures and Adjusting items are presented
together with statutory measures on the face of the prot and
loss statement. In addition, the Group presents a non-GAAP prot
measure, Adjusted EBITDA, in order to aid comparisons with peer
group companies and provide a reference point for assessing the
operational cash generation of the Group. Adjusted EBITDA is
dened as Adjusted Operating Prot before depreciation and
amortisation. The Group measures operational prot margins
with reference to Adjusted EBITDA. As Adjusted results include the
benets of portfolio investment and divestment decisions but
exclude signicant costs (such as amortisation of acquired
intangibles and Non-Trading items), they should not be regarded
as a complete picture of the Group’s nancial performance, which
is presented in its Total results. The exclusion of other Adjusting
items may result in Adjusted results being materially higher or
lower than Total results.
Adjusting items are not a dened term under IFRS, so may not
becomparable to similar terminology used in other companies’
nancial statements and should not be viewed in isolation but
assupplementary information. Details of the charges and credits
presented as Adjusting items are set out in Note 5 to the
nancialstatements. The basis for treating these items as
Adjusting is as follows:
Non-Trading items
Non-Trading items are recorded in accordance with the Group’s
policy set out in Note 5 to the nancial statements. They arise
from portfolio investment and divestment decisions, from
changes to the Group’s capital structure, as well as material
events that are expected to be outside the course of ordinary
operating activities, (e.g. deferred consideration, integration
costs and professional fees on acquisitions). They do not reect
underlying operational performance.
Amortisation of intangible assets acquired through
businesscombinations
Charges for amortisation of acquired intangibles arise from the
purchase consideration of a number of separate acquisitions.
These acquisitions are portfolio investment decisions that took
place at dierent times over many years, so the associated
amortisation does not reect current operational performance.
Share-based payments
Ascential operates several employee share schemes. Income
statement charges or credits relating to such schemes are a
signicant non-cash charge or credit and are driven by a
valuation model which references the Ascential share price and
future performance expectations. The income statement charge
or credit is consequently subject to volatility and does not fully
reect current operational performance.
Gains and losses on disposal
Gains and losses on disposal of businesses arise from divestment
decisions that are part of strategic portfolio management and
do not reect current operational performance.
Finance costs
As part of the Group’s early renancing of its 2016 debt facility in
2020, unamortised arrangement fees relating to the previous
facility were wrien o and fees for subsequent Covid-related
covenant amendments were incurred. These one-o items do not
reect the current operational performance of the Group.
Tax related to Adjusting items
The elements of the overall Group tax charge relating to the
Adjusting items are also, for consistency, treated as Adjusting.
These elements of the tax charge are calculated with reference to
the specic tax treatment of each Adjusting item, taking into
account its tax deductibility, the tax jurisdiction concerned, and
any previously recognised tax assets or liabilities.
43
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Adjusted cash ow measures
The Group uses Adjusted cash ow measures for the same purpose as Adjusted prot measures. The two measures used are Adjusted
Cash Generated from operations, and Free Cash Flow. The Group monitors its operational eciency with reference to operational cash
conversion. These are reconciled to IFRS measures as follows:
£’m
Cash generated from operations
53.4 33.2
Less: cash outow/(generated) from discontinued operations
0.9 (12.0)
Add back: acquisition-related contingent consideration cash ow
19.5 39.4
Add back: other non-trading cash ow 52.3 23.4
Adjusted cash generated from operations 126.1 84.0
Adjusted EBITDA 121.1 88.9
Operating cash conversion 104% 95%
Net cash generated from operating activities
53.2 29.9
Cash: cash outow/( generated) from discontinued operations
0.9 (12.0)
Less: capital expenditure
(35.9) (23.1)
Add back: tax paid by discontinued operations
– 0.1
Add back: acquisition-related contingent consideration cash ow
19.5 39.4
Add back: other non-trading cash ow 52.3 23.4
Free cash ow
90.0 57.7
Adjusted EBITDA 121.1 88.9
Free cash ow conversion 74% 65%
Leverage
The ratio of Net Debt to EBITDA is calculated as follows:
£’m
Adjusted EBITDA
121.1
Less: Rent expense (7.0)
Adjusted EBITDA (pre-IFRS16) 114.1
Net Debt 216.7
Leverage ratio 1.9x
The Group also monitors leverage using denitions included in the Group’s banking covenants which are subject to proforma
adjustments for acquisitions including the pre-acquisition losses of both Sellics and Intrepid. Using these covenant denitions, the
leverage ratio at the end of December 2022 was 2.0x.
44 Alternative performance measures
Organic growth measures
To assess whether the Company is achieving its strategic goal of driving organic growth, it is helpful to compare like-for-like
operational results between periods. Income statement measures, both Adjusted and Reported, can be signicantly aected by the
following factors which mask like-for-like comparability:
— acquisitions and disposals of businesses lead to a lack of comparability between periods due to consolidation of only part of a
year’s results for these companies;
— discontinuation or curtailment of products or the move of event products between dierent periods; and
— changes in exchange rates used to record the results of non-sterling businesses result in a lack of comparability between periods as
equivalent local currency amounts are recorded at dierent sterling amounts in dierent periods.
Ascential therefore denes Organic growth measures, which are calculated with the following adjustments:
— results of acquired and disposed businesses are excluded where the consolidated results include only part-year results in either
current or prior periods;
— results are normalised for events that move between H1 and H2 (for example Money20/20 Europe which was held in June in 2022
and September in 2021);
— results of specic product lines are excluded if are being wholly or partly discontinued; and
— prior year and current year consolidated results are restated at constant currency for non-sterling businesses, including the
restatement of prior year consolidated results to the constant currency rate applied.
Organic growth is calculated as follows:
FY
£’m
Digital
Commerce Product Design Marketing
Retail &
Financial
Services Corporate Costs
Total –
continuing
operations
Revenue
2022 – reported
226.1 107.1 99.2 92.0 – 524.4
Acquisitions
(50.4) – – – – (50.4)
Other adjustments* (13.5) – – – – (13.5)
2022 – Organic basis 162.2 107.1 99.2 92.0 – 460.5
Organic revenue growth
10% 12% 74% 65% nm 30%
2021
147.3 91.3 56.5 54.2 – 349.3
Other adjustments*
(17.1) – – – – (17.1)
Transfers**
4.1 – – (4.1) – –
Currency adjustment 12.5 4.2 0.4 5.7 – 22.8
2021 – Organic basis 146.8 95.5 56.9 55.8 – 355.0
Adjusted EBITDA
2022 – reported
21.2 49.1 40.1 31.6 (20.9) 121.1
Acquisitions
0.6 – – – – 0.6
Other adjustments* 7.0 – – – – 7.0
2022 – Organic basis 28.8 49.1 40.1 31.6 (20.9) 128.7
Organic EBITDA growth
(31%) 12% 58% 140% (3%) 23%
2021
31.1 41.3 25.6 10.9 (20.0) 88.9
Other adjustments*
6.4 – – – – 6.4
Transfers**
0.1 (0.1) (0.2) 0.1 0.1 –
Currency adjustment 5.1 2.7 (0.1) 2.2 (0.5) 9.4
FY21 – Organic basis 42.7 43.9 25.3 13.2 (20.4) 104.7
* Other adjustments relate to Edge Digital Shelf and Sellics Non-Advertising discontinued products
** Transfers relate to moving AAD and Retail Insight into Digital Commerce from RFS and Marketing respectively, and the transfer of lease property costs from Product Design
to the Corporate segment
45Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Proforma growth measures
Proforma growth is measured in a similar way to Organic growth but assumes that the Company’s acquisitions or disposals were all
made on the rst day of the comparative accounting period and is a measure of the rate of growth of the brands owned today.
Proforma growth is calculated as follows:
FY
£’m
Digital
Commerce Product Design Marketing
Retail &
Financial
Services Corporate Costs
Total –
Continuing
Operations
Revenue
FY22 – reported
226.1 107.1 99.2 92.0 – 524.4
Acquisitions
8.8 – – – – 8.8
Other adjustments* (14.2) – – – – (14.2)
FY22 – Proforma basis 220.7 107.1 99.2 92.0 – 519.0
Proforma revenue growth
14% 12% 74% 65% nm 29%
2021
147.3 91.3 56.5 54.2 – 349.3
Acquisitions
44.8 – – – – 44.8
Other adjustments*
(18.9) – – – – (18.9)
Transfers**
4.1 – – (4.1) – –
Currency adjustment 15.7 4.2 0.4 5.8 – 26.1
FY21 – Proforma basis 193.0 95.5 56.9 55.9 – 401.3
Adjusted EBITDA
FY22 – reported
21.2 49.1 40.1 31.6 (20.9) 121.1
Acquisitions
(3.6) – – – – (3.6)
Other adjustments* 7. 8 – – – – 7.8
FY22 – Proforma basis 25.4 49.1 40.1 31.6 (20.9) 125.3
Proforma EBITDA growth
(46%) 12% 58% 140% (3%) 15%
2021
31.1 41.3 25.6 10.9 (20.0) 88.9
Acquisitions
2.8 – – – – 2.8
Other adjustments*
7.0 – – – – 7.0
Transfers**
0.1 (0.1) (0.2) 0.1 0.1 –
Currency adjustment 6.0 2.7 (0.1) 2.2 (0.5) 10.3
FY21 – Proforma basis 47.0 43.9 25.3 13.2 (20.4) 109.0
* Other adjustments relate to Edge Digital Shelf and Sellics Non-Advertising discontinued products
** Transfers relate to moving AAD and Retail Insight into Digital Commerce from RFS and Marketing respectively, and the transfer of lease property costs from Product Design
to the Corporate segment
46 Alternative performance measures
Glossary of alternative performance measures
Term Description
Organic revenue growth Revenue growth on a like-for-like basis
Organic EBITDA growth Adjusted EBITDA growth on a like-for-like basis
Proforma revenue growth Revenue growth on a like-for-like basis assuming the Company’s acquisitions or disposals were all made
on the rst day of the comparative accounting period
Proforma EBITDA growth Adjusted EBITDA growth on a like-for-like basis assuming the Company’s acquisitions or disposals were
all made on the rst day of the comparative accounting period
Non-Trading items Items within Operating prot / (loss) separately identied in accordance with Group accounting policies
Adjusting items Non-trading items (e.g. deferred consideration, ERP and Salesforce implementation costs, strategic
review costs, transaction and integration costs and restructuring costs including impairments of property
provisions aected by the restructuring), amortisation and impairments of intangible assets acquired
through business combinations, share-based payments, gains and losses on disposal of investments
and businesses, Covenant amendment fees and Tax related thereto.
Adjusted operating prot / (loss) Operating prot / (loss) excluding Adjusting items
Adjusted EBITDA Adjusted operating prot / (loss) excluding depreciation and amortisation
Adjusted EBITDA margin Adjusted EBITDA as a percentage of Revenue
Adjusted prot / (loss) before tax Prot / (loss) before tax excluding Adjusting items
Adjusted tax charge Tax charge excluding Adjusting items
Adjusted eective tax rate Adjusted tax charge expressed as a percentage of Adjusted prot before tax
Adjusted EPS EPS calculated with reference to Adjusted Prot / (loss) for the year
Adjusted cash generated from
operations
Cash generated from operations with cash generated from discontinued operations, acquisition related
contingent consideration and other non-trading cash ows excluded
Operating cash conversion Adjusted cash generated from operations expressed as a percentage of Adjusted EBITDA
Free cash ow Net cash generated from operating activities including capital expenditure. Net cash generated from
discontinued operations, acquisition-related contingent consideration and other non-trading cash ow
are excluded
Leverage The ratio of Net debt to Adjusted EBITDA before, in both cases, accounting for the impact of IFRS 16
Net Debt Net Debt comprises external borrowings net of arrangement fees, cash and cash equivalents and
derivative nancial instruments. Net Debt excludes lease liabilities in line with how Net Debt is
considered for the Group’s banking covenants
47Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Risk management
Risk governance
It is the responsibility of all of our
colleagues to manage risks within their
domain. Ultimately, accountability for risk
management resides with the Board which
is responsible for ensuring that there is an
adequate and appropriate risk
management framework and
culture in place.
Our risk governance framework is set out
below. At the top of the structure is our Board,
which holds overall responsibility for our risk
management and internal control systems.
The Board sets risk appetite and the tone of
risk management, as well as completing
assessments of our principal risks.
The Audit Commiee assists the Board
by monitoring the adequacy and
eectiveness of internal control and risk
management systems, as well as the
eectiveness of the Internal Audit
function. Our operating Risk Commiees
identify risks and risk owners, controls and
mitigations to manage risks, target risks
and agree action plans to strengthen
controls and address deciencies, review
progress with action plans and identify
emerging risks.
Enterprise Risk Management
Framework
We have a formal Enterprise Risk
Management Framework which
documents our risk management policy,
risk management approach, risk appetite
and tolerance, risk response options, and
risk management process. This framework
was updated at the end of 2021 and we
have been embedding it into the
operating risk commiees during the
year, including delivering risk training to
all operating risk commiee members.
An-out-of cadence reporting and escalation
process has also been dened to ensure
that risks are eectively managed on a
more urgent basis where necessary.
Risk management
and principal risks
Risk assurance
The Internal Audit function provides
assurance as to the eectiveness of the
internal control environment through
its primary responsibilities whereby it:
— reviews and assesses the internal
control environment with a focus on
control eectiveness, quality and
continuous improvement;
— determines whether controls are
appropriate to provide nancial,
managerial and operating information
that is accurate, reliable and timely;
— determines whether risks are
appropriately identied and managed;
— assesses whether assets are
appropriately safeguarded; and
— evaluates the systems established
to ensure compliance with those
policies, plans, procedures, laws
and regulations which could have
a signicant impact on Ascential.
The Audit Commiee receives and
analyses regular reports from
management and Internal Audit on
maers relating to risk and control and
reviews the timeliness and eectiveness of
corrective action taken by management.
The Audit Commiee also considers the
ndings and recommendations of the
External Auditor throughout the year in
relation to the design and implementation
of eective nancial controls. Further
detail on these activities is included within
the Audit Commiee report on page 107.
— Holds overall responsibility for
Ascential’s risk management
and internal control systems
— Denes risk appetite taking
into account Ascential’s
strategic objectives
— Sets the tone and inuences the
culture of risk management
— Assesses the principal risks,
including emerging risks, and
their alignment with risk appetite
— Monitors the adequacy and
eectiveness of internal control
and risk management systems
— Monitors and reviews the
eectiveness of the Internal
Audit function
The Board Audit Commiee
— Identify risks and risk owners (including emerging risks)
— Score impact of risk on an inherent and residual basis according
to risk scoring methodology
— Sets target risks
— Identify controls and mitigations to manage risk
— Agree action plans to strengthen controls or address deciencies
— Review progress with action plans and current risks
— Membership includes senior management
Operational Risk Commiees
Internal controls and compliance
Internal and external audit activities
Risk governance framework
We have a boom-up and top-down approach to manage risk at Ascential:
Identifying and managing risk is an integral part of our corporate governance
as it helps us deliver long-term shareholder value and protect our business, people,
assets, capital and reputation. In order to achieve our strategic objectives and
seize market opportunities, risk must be both accepted to a reasonable degree
within our risk appetite and balanced by proportionate reward.
48
Long-term viability statement
The Directors have assessed the prospects
and viability of the Group in accordance
with Provision 31 of the UK Corporate
Governance Code.
By their nature, forecasts inherently become
less accurate and more uncertain as the
planning horizon extends. While we prepare
a ve-year plan, the plan’s focus is mainly
on the rst three years with the outer two
years relying more on expected trends and
extrapolations. Detailed business planning
focuses on this near-term three-year horizon
and is based on the information available
to the Group for the markets and operating
environments in which the Group operates.
Decisions on future funding and capital
allocations are focused on this period. In this
context, the long-term viability assessment
has been based on a three-year timeframe,
covering the period to 31 December 2025.
Furthermore, we have not identied any
signicant foreseeable risk events relating to
the principal risks that are likely to
materialise only within the three- to
ve-year period. We are not expecting
material earn-out payments outside of this
timeframe and, while the group’s revolving
credit facility expires in January 2025, we do
not have any reason to believe that we will
not be able to aain a new facility providing
a similar level of liquidity.
The Company’s prospects have been
assessed mainly with reference to the
Company’s strategic planning and
associated long-range nancial forecast.
This incorporates a detailed boom-up
budget for each part of the business. The
budgeting and planning process is
thorough and includes input from most
operating line managers, as well as senior
management, and forms the basis for most
variable compensation targets. The Board
participates in strategic planning and
reviews the detailed boom-up budgets.
The outputs from this process include full
nancial forecasts of revenue, EBITDA,
Adjusted and statutory earnings, cash ow,
working capital and Net Debt. The Directors
consider that the planning process and
monthly forecast updates provide a sound
underpinning to management’s
expectations of the Group’s prospects.
We have performed our assessment based
on the Group as it is currently constituted and
do not consider the potential separation of
our Digital Commerce assets into an
independent, publicly traded company listed
in the US and sale of WGSN as having a
detrimental impact on our long-term viability.
The Directors carried out a robust
assessment of the principal and emerging
risks facing the Group, including those that
could threaten its business model, future
performance, solvency or liquidity. This
assessment was made with reference to the
Company’s current position and prospects,
strategy and principal risks, including how
these are managed.
The Directors then assessed the potential
impact on the Company’s prospects should
certain risks to the business materialise. This
was done by considering specic scenarios
aligned to the principal risks identied on
pages 50 to 55, applied to stress test the
long-range nancial forecast. Of these, the
six scenarios considered to have the most
serious impact on the nancial viability of
the Company were modelled in detail.
The specic scenarios were:
1. a major event being cancelled at short
notice, for instance from disease
outbreaks at a venue, with no equivalent
alternative available;
2. a serious safety and security incident at
a major event;
3.the loss of a major customer;
4. a substantial breach of cyber security
and associated loss of data;
5. a significant change in commercial behaviour
of a major eCommerce marketplace.
The Directors have considered the eect of
compounding the cancellation of a major
event at short notice and a substantial
breach of cyber security and associated
loss of data and concluded that the Group
would be expected to be able to continue
to fund its operations and comply with
debt covenant requirements.
For each scenario, the modelling captured
the impact on key measures of protability,
cash ow, liquidity and debt covenant
headroom. Scenarios included the eects
of plausible mitigation plans where
available including decisions on future
capital allocation and a review of
discretionary spending. In all cases
modelled, the Group was able to
demonstrate covenant headroom.
Based on this assessment of prospects and
stress-test scenarios, together with its
review of principal risks and the
eectiveness of risk management
procedures, the Directors conrm that they
have a reasonable expectation that the
Company will be able to continue in
operation and meet its liabilities as they fall
due over the period to 31 December 2025.
We have restructured our operating risk commiees during 2022 to align with either a business unit, brand or central function as appropriate:
The Operating Risk Commiees use
the following process to manage risk:
1. Identify key risks, including emerging
risks
2. Analyse the potential impact and
likelihood of risks
3. Respond to risks by considering existing
controls as well as selecting, prioritising
and implementing appropriate actions
4. Monitor the internal and external
environment for potential changes to risks
and ensure that risk responses continue
to operate eectively
5. Report on risks and the status of risk
responses adopted
We recognise that there are dierent levels
of risk management maturity across our
operating commiees, reecting the
maturity of the underlying products and
capabilities within those business units as
well as the rate of change within them.
The early-stage nature of the digital
commerce businesses being acquired
can expose Ascential to weaker control
environments in the short term following
acquisition. To mitigate this, risks
identied through pre-acquisition due
diligence are initially managed through
the post-acquisition integration
programme, with any longer-term risks
integrated into the Operating Risk
Commiee process.
I
d
e
n
t
i
f
y
A
n
a
l
y
s
e
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e
s
p
o
n
d
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o
n
i
t
o
r
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e
p
o
r
t
Objectives
Risk and Controls
Ascential Risk
Management
Process
Digital Commerce Digital Commerce – China Lions WARC
Product Design M2020 Finance and taxation Technology
M&A
49
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Risk management continued
Principal and emerging
risks and uncertainties
We dene risk as any potential event
which could prevent the achievement
of an objective. Risks can arise from
the likelihood that an opportunity will
not happen, as well as from the threat
or uncertainty that something with a
negative impact will happen.
The Board has assessed the principal risks facing the business
including those related to its business model, future performance,
solvency or liquidity and considered them in the formulation of
the Long-Term Viability Statement set out on the previous page.
This review of principal risks includes any emerging risks identied
during the year.
The following pages summarise our principal risks and
uncertainties with mitigating actions, as identied by the Board
for the year ended 31 December 2022. The list is not exhaustive
and may change during 2023 as the risk landscape evolves.
In the context of increasing interest rates in response to ination
and downgraded global GDP growth expectations, we consider
that the risk of a global recession has increased since the prior
year. Recession planning is a core part of our budgeting process
and recession plans are kept under review as the economic outlook
changes. The impact of recession is distributed across Ascential
brands with some brands’ propositions more aractive in a
recessive environment, and others more sensitive to the impact of
recession on demand. The extension or worsening of global supply
chain issues could lead to a more prolonged pressure on digital
commerce volumes as stock levels become more stressed. These
impacts have been factored into our nancial planning for 2023
and mitigating activities identied if required.
We continue to be exposed to an increasingly competitive
recruitment market for our highly valued and experienced people,
particularly in the digital commerce space. We have implemented
targeted reward and retention programmes in our digital commerce
business to mitigate the impact of this risk. We acknowledge the
nancial pressure that some of our people may have felt during the
year by the increase to the cost of living and we have provided a
package of nancial assistance measures, focussed on our lower
earners and people living in high ination economies.
During the year, we have focussed on integration following the
acquisition of seven digital commerce businesses during 2021.
Whilst the integration programme is progressing well, we
acknowledge that large scale implementation of new
businesses poses an increased level of execution risk.
We have reviewed our assessment of our climate-related risks
and opportunities during the year, as well as monitoring progress
against climate-related KPIs and targets. Please see the TCFD
statement on page 73 for more detail. The climate-related risks
identied through this assessment have been integrated into the
operating risk management process described on the previous
pages. Climate-related risks which are considered material at a
group level have been included in the company’s principal risk
register within the relevant principal risk.
The Board considers the following to be the Company’s
principal risks as at 31 December 2022:
Risk Change since December 2021
Unmitigated Mitigated
1. Customer end-market
development
Unchanged
Unchanged
2. Economic and geopolitical
conditions
Increased
Increased
3. Competition and substitution
Unchanged Unchanged
4. Data access, data scraping
and platform risks
Unchanged
Unchanged
5. Cyber threat and information
security
Unchanged
Unchanged
6. People risk
Increased
Increased
7. Live events Reduced
Reduced
8. Acquisitions and disposals
(including integration)
Increased
Increased
9. Business resilience
Unchanged
Unchanged
10. Financial risk
Unchanged Unchanged
11. Regulation and compliance
Unchanged
Unchanged
50
1. Customer end-market development
Description
Our customers operate in a
variety of end markets, each
with their own competitive
pressures aecting customer
preferences and spend. The
business of Digital Commerce is
extremely complex, with highly
sophisticated marketplaces,
each developing in their own
way at an unprecedented pace.
Examples of risks
— Failure to develop an appropriate pipeline of successful products to meet
and anticipate the needs of our customers
— Marketplaces build self-service tools of oer direct access to data
impacting the value of our products and services to customers
— Permanent shi in the appetite of businesses and their employees for
corporate travel and large events has lasting impact on live events
— Reduced consumerism due to climate change reduces growth and
protability of Digital Commerce business
— Customers demand higher levels of ESG performance than the Company
is capable of demonstrating and Ascential is not classied as an
authorised supplier
Actions taken to manage risk
— Continued development of Ascential’s capabilities through acquisition
and investment in technology, decision science and methodologies to
make Ascential the only well-capitalised player of scale providing
consumer brands with both global measurement and execution across
key retailer marketplaces, to grow market share and drive business
success
— Strategy for live events developed to be less reliant on physical presence
in volume. Proven ability to deliver value from the separation of the Lions
awards from physical event
— Horizon scanning for changes in consumer demand and opportunities
for climate-related products and capabilities
— Continued strengthening of ESG performance, with priority focus on
areas of biggest impact e.g. live events
Link to strategy
Our strategic objective
tobe a market-leading
specialist information
company relies heavily on
our ability to anticipate
and respond to our
customers’ changing
needs.
Risk movement from
2021
Stable
2. Economic and geopolitical conditions
Description
Across our business we are
exposed to the eects of
political and economic risks.
These include the likelihood of
global recession, changes in
the regulatory and
competitive landscape, global
supply chain failures, the
impact of international trade
policy and sanctions, and
hostile state action.
Examples of risks
— Financial recession in our key markets leading to reduced spending
power for customers
— Budget scrutiny from clients leads to rate compression or client arition
— Impacts to global supply chain leads to signicantly increased out-of-
stock products which reduces digital commerce sales
— Key customers fail to pay or become insolvent
— Actions by hostile states negatively impacts our people, products or
intellectual property
— Changes in international trade policy negatively impact the digital
commerce sector
Actions taken to manage risk
— Recession modelling and scenario planning is a key part of the Budget
process and is kept under review as economic conditions change
— Impact of recession is distributed across Ascential brands with some
brands’ propositions more aractive in a recessive environment
— Customers have mitigated supply chain impacts by focussing on key
product lines and investing in more robust supply chains
— Majority of our revenue is derived from large, global brands less likely to
become insolvent. Credit control capability was strengthened during
Covid.
— Monitor geopolitical landscape to develop plans to respond to specic
threats or opportunities
Link to strategy
Our strategic objective to
accelerate organic growth
requires us to operate
eectively within dierent
global political situations
which change constantly.
Risk movement from
2021
Increased
Business and strategic
51Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
3. Competition / substitution
Description
We are exposed to a varied
and dynamic competitive
landscape, ranging from niche
providers and new entrants in e
Commerce analytics to data
aggregators and consultancy
rms.
Examples of risks
— Competitors determine the ‘land grab’ of digital commerce is worth no
prot and oer digital commerce services at no additional charge as
part of their broader engagement
— Disruptive M&A activity with conglomeration of large competitors
creating dierentiated products
— Pricing pressure increases as competitive intensity grows
Actions taken to manage risk
— Continuing extension of targeted capabilities to demonstrate why
specialist proposition provides value
— Continued investment in technology and decision science to oer
competitive advantage
— Diversication of proposition across multiple marketplaces
— Close monitoring of competitive landscape and emerging technology
to identify threats and opportunities
Link to strategy
Our strategic objective
to be a market-leading
specialist information,
data and analytics
company relies on our
ability to dierentiate our
products and services
from our competition.
Risk movement from
2021
Stable
4. Data access, data scraping and platform risks
Description
Ascential obtains data from a
vast number of sources.
Changes in our ability to access
that data or regulatory
position around information-
sharing platforms provide or
access via data scraping could
mean that we are unable to
continue to provide data to
clients at the levels for which
they are presently contracted.
A breach in our data privacy
policies and processes could
expose us to regulatory
sanctions and reputational
damage. Major marketplaces
could either limit how they work
with companies like Ascential or
stop oering a specic product
that we work closely with.
Examples of risks
— Regulators rule that marketplaces can no longer provide wide access to
the data sources directly from their platforms.
— A break in our internal or external data chain of custody or receipt of
data that is not ‘clean’ from data aggregators
— Data scraping is prohibited in a key geography
— Increase in blocking technology impacts data collection
— Marketplaces limit how they work with companies like Ascential brands
Actions taken to manage risk
— Data supplier pool kept under review
— Data Protection ocer works closely with the Digital Commerce business
and data protection is incorporated at the product design stage
— Strong marketplace relationships developed
— Diversication of proposition across multiple marketplaces
Link to strategy
Data access is core to the
Digital Commerce
proposition, which in turn
is a fundamental driver of
organic growth.
Risk movement from
2021
Stable
5. Cyber threat and information security
Description
An external cyber aack,
insider threat or supplier
breach could cause services
interruption, the loss of
condential data, reputational
impact and regulatory censure.
Examples of risks
— Loss of intellectual property
— False payment instructions are processed
— Major data privacy breach
— Signicant impact on business operations from malware or
ransomwareaack
— Targeted cyber aacks by hostile states on international organisations
including foreign governments, customers and key suppliers
Actions taken to manage risk
— Maintenance and testing of network security, network resilience and
business continuity plans
— Monitoring of emerging threats to ensure our preparations and
responses are current
— Regular, comprehensive training programme for our employees on
information security practices
— Implementation of Data Loss Prevention soware
— Adoption of additional authentication tools to reduce the likelihood
ofremote aacks
— Regular penetration and vulnerability testing
— Focus on cloud governance and logging
Link to strategy
All of our strategic
objectives rely on our
ability to operate
compliantly and to
provide safe and eective
products and solutions to
our customers.
Risk movement from
2021
Stable
Operational
Business and strategic continued
52
Risk management continued
6. People
Description
People management, eective
succession planning and the
ability to aract and retain
talent are critical to our ability
to execute our strategy and
achieve our objectives.
Examples of risks
— Loss of key talent, high arition and/or lack of appropriate succession
planning leads could lead to a strategic skills shortage
— Loss of intellectual capital due to poor retention of talent
— Loss of valued founders of acquired companies post earnout period
— Poor corporate responsibility practices may reduce ability to aract and/
or retain top talent
— Perceived lack of aractiveness of existing LTIP awards in the US reduces
ability to aract and retain key talent
— Increased levels of stress and nancial pressure for employees in high
ination economies
Actions taken to manage risk
— Succession planning for Executive Directors and Senior Leadership Team
— Digital commerce specic reward and retention policies implemented
— Reward benchmarking conducted for key talent and adjustments made
where warranted
— Compensation structures reviewed ahead of earnout period completion
to increase retention and succession planning for founders in place
— Monthly pulse engagement surveys to monitor employee engagement
and wellbeing
— Strengthened ESG performance and ESG related internal communication
— Provided a package of nancial assistance measures, focussed on our
lower earners and people living in high ination markets.
Link to strategy
All of our strategic
objectives rely on us
aracting and retaining
the right talent to execute
against our strategy and
meet the needs of our
customers.
Risk movement from
2021
Increased
7. Live events
Description
Our events are held at specic
locations which may become
unavailable for use. Travel
disruption or safety risks from a
variety of causes including
natural disasters,
communicable diseases, civil
disorder, political instability or
terrorism may prevent both
customers and our employees
from reaching the event
location or being unwilling to
travel.
Examples of risks
— Terrorist aacks during or shortly before events could result in fatalities,
injuries, reputational damage and loss of revenue
— Civil disorder or organised protests disrupt an event or make accessing
the venue dicult
— Government restrictions prohibit people from aending large scale events
— A global pandemic means that people are unable or unwilling to travel
and aend large-scale events
— Single third party technology supplier fails to deliver causing disruption
or negatively impacting delegate experience
— Travel disruption prevents sta, delegates and sponsors from aending
an event
— Customers boyco Ascential events due to weak environmental
performance
— Health & safety incidents occur during the event
Actions taken to manage risk
— Global threat monitoring throughout the year to identify any signicant
risks and to inform Safety and Security plan for each event
— Protective intelligence monitoring prior to and during an event with
appropriate measures and contingency plans developed and agreed
with the venue and local government
— Separation of Lions awards from physical event
— Development of virtual content for events
— Plans in development to position Ascential as a leader in sustainable events
— Safety Risk Assessment and Event Safety & Security Plan completed prior
to each event
— Insurance cover in respect of certain event cancellation risks
Link to strategy
All of our strategic
objectives rely on our
ability to operate
compliantly and to
provide safe environments
for our events.
Risk movement from
2021
Decreased
53Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Risk management continued
8. Acquisitions and disposals (including integration)
Description
Whilst we continue to invest in
organic growth and product
development, acquisition of
bolt-on capabilities remains
part of our strategy, primarily
in Digital Commerce. We may
divest brands which are no
longer core to our strategy.
Integration of the acquired
Digital Commerce entities is
complex given the number of
entities acquired in a relatively
short time frame.
Examples of risks
— Acquisitions or divestitures do not deliver anticipated value
— Nature of digital commerce business being acquired exposes Ascential
to weaker control environments short-term post acquisition
— Increasing pace of Digital Commerce acquisitions increases pressure on
ability to integrate successfully
— Unknown issues and maers arise during integration not detected
through due diligence
Actions taken to manage risk
— We have a strong and experienced M&A team who take a disciplined
approach to identifying and testing acquisitions to ensure they are
aligned to our strategy and present an acceptable rate of return.
— Detailed cross-functional due diligence is undertaken prior to acquisition
— Formal integration programme with longer-term risks integrated into the
risk management process
— Strong track record of strategic acquisitions and disposal of non-core assets
Link to strategy
Our strategic objective to
apply a tightly focused
capital allocation process
to achieve our goals and
maximise value creation
depends on our ability to
identify the right
acquisitions, to conduct
thorough due diligence
and to integrate
acquisitions eectively.
Risk movement from
2021
Increased
9. Business resilience
Description
Our operations may be
disrupted by an adverse event
whether that be IT service
interruption, disruption to
physical locations or
interruption in the provision of
service from our key suppliers.
We need to build resilience to
reduce the potential impact of
such an event and be prepared
to respond to any such event
eectively.
Examples of risks
— Website receiving payments (e.g. Lions awards and delegate passes) is
inaccessible
— Pandemic leads to enforced extended working from home
— Natural disaster impacts key operational location
— Global trend of nationalism and protectionism, including onshoring
supply chains
— Key supplier failure, for example, insolvency of a key supplier that we had
been unprepared for
Actions taken to manage risk
— Cloud Architectures are built in a resilient fashion and all architectures
are documented to identify and understand risk
— Architectures have oversight of cloud partner architect and
platformarchitects
— Proven ability to perform eectively over extended remote
workingperiods
— The nature of Ascential’s business being asset light and diversied across
dierent sectors and regions minimises potential impact of localised
weather events
— Group crisis management plan to manage how the Senior Leadership Team
directs the business through any major incident or crisis which may severely
disrupt operations, threaten business performance or damage reputation
— Technical incident response process in place
— Long-term contacts in place with key suppliers, professionally procured
and with rigorous Service Level Agreements and due diligence as part of
RFP process
— Financial security of key suppliers under continuous review. Alerting set
up for all key suppliers so Ascential Procurement are notied of any
change in circumstance
Link to strategy
All of our strategic
objectives rely on our
ability to operate
resiliently and minimise
the impact of any
signicant crisis or event.
Risk movement from
2021
Stable
Operational continued
54
10. Financial Risk
Description
Insucient balance sheet
strength and liquidity may
prevent the Company’s ability
to execute its strategy or ability
to trade as a going concern.
Material exposures to dierent
currencies and uctuations in
those currencies aect the
reported nancial results. Tax
law and administration is
complex and tax authorities
may challenge our application
of tax law, potentially leading
to lengthy and costly disputes
and material tax charges.
Financial reporting
requirements are complex and
errors in the Company’s
nancial statements could lead
to reputational damage and
censure from regulators.
Examples of risks
— Signicant loss of revenue and/or prot causes breach of banking covenants
— Lack of liquidity constrains ability to pursue optimum acquisition strategy
— Uncertain macroeconomic environment could lead to increased
complexity in accounting judgements
— Failure to deliver the benets expected from the nance systems
programme and risk of disruption to business activity
— Fraudulent nancial reporting leads to elevated earnouts
— Change in tax legislation could lead to signicantly higher Eective Tax Rate
— Material uctuations in currency (particularly US Dollar, Sterling and
Euro) aect reported protability
— Challenge by tax authority on application of tax law
Actions taken to manage risk
— Debt facilities renanced to provide additional headroom and covenant
ratios monitored monthly
— Access to capital markets
— Robust stress testing and sensitivity analysis when valuations and
assessments for nancial reporting are reliant on uncertain
macroeconomic environment
— Successful deployment of new nance system established playbook for
further deployments across the Group.
— Financial control framework in place and oversight of brand nancial
reporting at Group level
— Debt is borrowed in various currencies to mitigate FX cashow and
leverage covenant risk
— The impact of movements in US Dollar and Euro currencies is calculated
and reported to investors for transparency
— Approach to foreign exchange risk is set out in Note 30 to the nancial
statements on page 193.
— Full, accurate and timely disclosures made in submissions to tax
authorities who we work with collaboratively to achieve early agreement
and certainty on complex maers wherever possible
Link to strategy
All of our strategic
objectives rely on our
ability to maintain
sucient balance sheet
strength and liquidity.
Risk movement from
2021
Stable
Financial
Legal and Compliance
11. Regulation and compliance
Description
As a global business, we are
subject to dierent regulations
across multiple jurisdictions.
Operating across this
increasingly complex and
dynamic legal and compliance
environment can lead to nes,
penalties, reputation risk and
competitive disadvantage. The
regulatory landscape can
change, leading to our current
business model becoming less
protable or unsustainable.
Examples of risks
— Compliance failures could lead to breach of Market Abuse Regulations,
GDPR, anti-bribery or other key legislation
— Breach of data privacy policy
— Change in regulatory landscape regarding data collection and usage
— Regulatory antitrust or competition law remedies force a signicant
marketplace to change their practices which negatively impacts an
Ascential digital commerce brand
— Content governance failure in WGSN leads to third party infringement
claim or complaint from image owners
— Chinese government strengthens censorship or the internet
— Evolving sanctions law prohibits transactions with some existing or
potential customers
Actions taken to manage risk
— Potential antitrust remedies may benet other marketplaces to oset
negative impact
— Experienced legal team supported by professional advisers monitor
changes in regulation and emerging best practice in the sector and in
key policy areas
— Strengthened compliance framework including formal code of conduct
and refreshed compliance training
— Head of Content recruited in China and oversees compliance with
content management policies
— Content team trained on content governance policies
— Group monitoring and auditing programmes in place
Link to strategy
All of our strategic
objectives rely on us to
comply with applicable
laws and regulations and
to do the right thing as
part of our licence to
operate.
Risk movement from
2021
Stable
55Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Our
People
There were several key factors impacting our
people in 2022. From the macroeconomic
environment to post-pandemic readjustment,
supporting our workforce, with a continued
emphasis on wellbeing, remained of
paramount importance.
We continued to navigate through the
pandemic’s disruption to ways of working,
with a return to in-person events and our
people returning to our oces.
We have changed the organisational design
of the business by forming our two divisions of
Digital Commerce and Intelligence & Events.
Duncan Painter and Philip Thomas lead those
divisions, respectively.
These changes maximise the potential of our
products, bringing greater empowerment for
decision making, while remaining very close to
our customers.
Aracting and retaining talent
Recruitment and onboarding
2022 saw further expansion of our
workforce through acquisitions in our
Digital Commerce division, with Intrepid,
based in South East Asia, and Sellics,
based in Germany, both joining the
division. We have streamlined our
onboarding processes for new acquisitions
and further developed our integration
processes to optimise how new
acquisitions are integrated into the
existing Group.
In Intelligence & Events, we upgraded
onboarding in WGSN through the launch
of a new onboarding site which benets
both new starters and existing colleagues
who want to refresh or upgrade their
knowledge on WGSN products and
services. In 2023, we have plans to roll
out a similar model for our other brands
in the division.
Our Inclusive Recruitment toolkit has been
refreshed to support all Hiring Managers
and Talent Acquisition professionals to
recruit in ways that align with our Diversity,
Equity and Inclusion commitments. This
includes ensuring balanced shortlists for
Senior Hires to help diversify the top 250
roles within our organisation. We have
also developed our work on Entry Level
Talent and launched 35 new internship
opportunities, primarily in Lions, Flywheel
and Perpetua. We also supported the UK
Government’s Kickstart programme
designed to support 16-24 year olds at
risk of long term unemployment by
hosting two placementstudents.
Learning and Development
The implementation of our divisional
structure has enabled us to create internal
development opportunities for some of
our top talent, moving them into divisional
leadership roles with a broader remit.
To ensure that we oer as many
opportunities as possible for our
colleagues to progress their careers
with us, our policy is to ensure that all
roles (with the exception of roles that
are commercially sensitive) are posted
internally for at least 14 days before
being shared on external platforms.
56 Our People
In 2022, we supported 45 apprenticeship
programmes across our business and
we oer early talent and upskilling
programmes in data literacy and
business transformation.
We oer our people training in the skills
they need to do their jobs and provide
opportunities to develop their skills and
build their careers with us through a
combination of online learning and
tailored on-demand training. This
approach enabled us to reach over
3,000learners with training over
the course of 2022.
We continued to support managers
through People Leadership Development
during the year. In response to leaders
asking for our help to build an inclusive,
courageous and innovative culture, we
launched an Inclusive Leadership
programme internally as well as
partnering externally to deliver a
programme on Leading Innovative
Change. We also supported people
leaders at all levels through a biannual
Manager Training Series, which reached
over 500 of our managers. These eorts
contributed to average manager scores
for support, caring and openness rising
above the industry benchmark in our
people engagement tool.
2022 was the fourth year of our global
Mentor Marketplace, and the one year
anniversary of our self-serve digital
mentoring platform. This new platform has
enabled us to engage nearly 500 colleagues
from across Ascential since its inception.
We also focused Learning & Development
activity on helping our colleagues balance
operational excellence with personal
wellbeing. Through mental wellbeing,
resilience and productivity sessions we
reached over 550 learners.
Share ownership
Share ownership is an important
principleof our reward philosophy and we
run an annual share save and stock
purchase plan for all eligible employees
to purchase Ascential shares at a discount
to enable everyone that works at Ascential
to have the opportunity to benet from
the growth of the company.
Our quarterly Elite awards exist to
recognise the brilliant work of our people
and we reward our winners with £500
(or local equivalent) of free shares.
Communications and Engagement
Strong leadership communications
Keeping our teams informed is a key
part of our culture. We started the year
with a virtual CEO Brieng to our global
team, reecting on highlights from the
previous year and outlining ourfocus
areas for the year ahead. We held virtual
conferences for each of our business areas
to maintain momentum into Q1 and
toenable leaders across the business
to dene brand-specic goals for 2022.
As a global business, access to our senior
leadership team for all of our people,
irrespective of which part of the business
they work in, is important to us. We release
internal interviews with Duncan Painter
and Mandy Gradden aer each nancial
results presentation, hosted by a member
of the wider Ascential team. In the
interviews, our Chief Executive and Chief
Financial Ocer answer questions from
our teams about what the company’s
results mean for them, how their work
has impacted our performance, and
sharing insights into our shareholders’
areas of interest.
57
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Embedded new tools
Slack continues to be our primary
collaboration tool, used for one-to-one
messaging, company announcements and
team projects. Since launch, Slack has been
integrated with key tools such as Workday,
our HR system, and our monthly people
survey tool, streamlining processes across
the company. Best practice is encouraged
through the ‘Co-Lab’ Slack newsleer,
which shares top tips on how to get the
most from Ascential’s collaboration tools.
In the past 12 months, we have
integratedour newer acquisitions
intothese tools, allowing for greater
cross-brand collaboration and easier
information sharing.
Learning from data
In September, we upgraded our internal
communications platform to integrate
with our People system, Workday.
This integration oers us an accurate data
snapshot of internal email communications
performance including open rates, using
Workday data such as brand, department,
location and job banding level. We also
track engagement on our global
announcements channels on Slack, giving
us insight into message activity and open
rates. These two new data tools will inform
our communications strategy for 2023,
helping to gauge engagement and
content preferences and optimise our
communications strategy.
Feedback
Since 2017 we have run an annual employee
engagement survey. With the global
pandemic and the subsequent rise in hybrid
working, we launched a new, more frequent
survey tool, PeakOn during 2022. This tool
enables a more frequent temperature check
on employee engagement, diversity &
inclusion and health & wellbeing. Our
overall engagement score reduced slightly
to an average of 84% (2021: 86% from
annual survey) over the more frequent
survey period however is not directly
comparable as the questions asked have
been developed and the feedback
provided allows more granular analysis of
feedback which helps us to respond more
eectively to what our people are telling us.
We have also continued with the Ascential
Forum which is chaired by Rita Clion,
Senior Independent Director. The purpose
of the Forum is to give employees the
58 Our People continued
opportunity to share their views and ideas
directly with a Board member across three
issues: strategy, performance and culture.
The Forum met twice in 2022, with the
second forum focussing on the views of
those in the Intelligence & Events division.
We believe that this divisional focus will
bring us greater, actionable insight and we
plan to continue with this approach in 2023.
Rita Clion reports to the Board following
each Forum meeting to share employee
feedback with all Board members, given all
directors beer context on how their
decisions might impact our people.
Building culture
Beliefs and behaviours
Our beliefs and behaviours provide a
strong foundation across our business.
— All-in
— Once we commit we deliver,
with a clear focus on outcome.
— Facts
— We always use data and insight
to inform our work.
— Focus
— We ruthlessly prioritise and always
keep things simple.
— Empathy
— We can be relied upon for fairness
and consideration.
— Be creative
— We are smart, pro-active innovators.
— No silos
— One team, one face, one reputation.
— Trust, transparency, openness
— Transparency inspires trust and
empowers.
These beliefs and behaviours are
integrated into our recruitment and
onboarding (for both new starters
andnew acquisitions) as well as our
performance management and reward
and recognition programmes.
Recognising talent and rewarding
brilliant work
Our annual awards are a celebration of
talent and outstanding work delivered
around the business. In March 2022, we
ranthe second of our virtual awards
ceremonies for the whole company. There
are 50 awards oered over 10 categories,
including the Beliefs and Behaviours
Award category. All winners received a
trophy, individual Gold winners received
company shares, and team Gold winners
received expenses for a team celebration.
Our Elite Awards continued as a more
frequent celebration of each quarter’s key
achievements, selecting 25 winners per
quarter. Elite winners receive a trophy and
are oered shares in Ascential. Since 2021
we have showcased successful nominees
in our ‘Elite Hall of Fame’ to share best
practices and stories of employee
excellence from across our business.
To reward some of our highest-performing
and longest-serving Ascential people, we
sent 25 people to enjoy the Cannes Lions
Festival of Creativity as delegates in June.
We are commied to
ensuringa two-way
dialogue between
ourleadership teams
and our people.”
59Ascential plc Annual Report 2022
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The focus for 2022 has been equipping the
divisions to design and implement
Diversity, Equity & Inclusion governance
which works within their structures and
delivers against their colleagues’ and
customers’ priorities. Our Digital
Commerce division has launched a
Diversity, Equity & Inclusion commiee
with representatives from each of their
brands. The commiee has set a division-
wide vision and action plan, and activated
local delivery groups. Our Intelligence &
Events division has active Diversity, Equity
& Inclusion commiees in each of their
brands, and is hiring new posts next year
which will further align activity across the
division. As well as divisional delivery
structures, we also ensure that the plans
are tailored to our regions, taking into
account the nuances and priorities of the
cultures we operate within.
Providing the right tools and support
Our Diversity, Equity & Inclusion training
for managers focussed on building
psychological safety and gave managers
straightforward actions they can take to
build inclusion across their teams.
In addition to the training, policies and
overall vision and commitments we set
centrally, we also support our Employee
Networks. All networks are run by
volunteers across the company and we
now have ve Employee Networks at
Ascential – Ascential Pride, Black in
Business, Empower: A women’s network,
Latinx and Shalom Ascential. The events
and communications they organise
throughout the year continue to engage
colleagues and there are currently around
900 people engaged with Employee
Network Slack channels and groups. The
newly launched Employee Network Toolkit
sets the framework for all networks to
operate within, as well as Ascential’s
expectations and support available for
these groups.
Measuring our progress
Our annual Diversity, Equity & Inclusion
report outlines the progress we have made
against 2022 targets. In a year which saw
signicant structural changes and
competing priorities, we are pleased to
have achieved 100% of the employee
actions we set out in the 2022 report.
Valuing the diversity of our people
Our value as an employer and to our
customers is greater when we draw on the
full range of our collective perspectives
and experiences. We are commied to
aracting, retaining, developing and
engaging a diverse workforce, and we
work to ensure that everyone at Ascential
feels comfortable to be themselves. This is
the right thing to do to ensure a
sustainable future for our organisation,
and to make a positive impact for our
people, customers and society.
This commitment is supported by our
Equal Opportunities Policy which explicitly
prohibits discrimination related to race,
colour, religion or belief, pregnancy or
maternity, marriage or civil partnership
status, gender or gender reassignment
status, sexual orientation or sexuality,
sex,ethnic or national origin, genetics,
disability, or age.
Establishing structure and governance
Our annual diversity, equity and inclusion
report sets out our vision, actions and
commitments for the year ahead, along
with the progress we have already made.
60 Our People continued
Our overall Inclusion score within our
people engagement score is in line with
our benchmark. We monitor this score
closely, assessing scores for dierent
demographic groups to ensure
consistency of experience for all our
people, regardless of race or gender.
Diversity, Equity & Inclusion data
Last year we put in place new data
capture systems to gather diversity
demographic data from our colleagues,
and have continued to actively monitor
these in 2022. Awareness of this data
collection project continues to grow with
disclosure increasing incrementally each
year. We aim to disclose more data in 2023
to support further employee life-cycle
analysis.
As at 31 December 2022, Ascential’s overall
gender split was 58% women (2,217), 41%
men (1,580) and 1% non-binary or
transgender (10), or undisclosed (26). This is
consistent with prior years. The gures
below show that we need to continue to
focus on gender diversity within our
executive and senior leadership . You can
view further details on our plans for this in
our 2023 Diversity, Equity and Inclusion
report.
Board (10 people)
60% women 40% men
Executive (C-suite & Business Unit
Presidents) (8 people)
37% women 63% men
Senior Leadership (69 people)
36% women 64% men
Our Board remains one of the most
diverse amongst UK listed companies,
with Ascential plc featuring in the Best
Performers list for six consecutive years in
the FTSE Women Leaders index.
Targeted nancial support
We recognise the nancial pressure that
some of our employees are exposed to by
the increase to the cost of living and took
a number of actions during 2022 to
support our people.
Global ination pay increases
In addition to the standard annual salary
review process, in May 2022 we awarded
up to an extra £1,000 (or local equivalent)
to around half of our employees to help
with increased living costs. We monitored
the impact of rising costs throughout the
year and made a further payment to
lower earners in some markets in
November 2022.
The annual salary review process in 2023
will take into account local ination when
seing standard pay rises.
Europe energy grants
To provide support to those who are likely
to be most impacted by theexceptionally
high cost of energy, we provided
additional grants of either £/€500 or
£/€1000 to ourpeople earning up to
£/€45,000 in the UK and some parts of
Europe. We also oered interest-free loans
of up to £700 in both June and October to
support our UK colleagues with the rising
cost of energy.
Health & Safety
Ascential’s Health & Safety Policy was
updated and republished in January 2022
and our safety governance structure has
continued to work eectively throughout
the year. The Safety Commiee meets
quarterly, as well as providing oversight
throughout the year, and our Safety and
Wellbeing Champions have been actively
involved with the management of local
issues. Newly acquired businesses are
integrated into our health & safety ‘duty of
care’ framework.
Covid continued to dominate the health &
safety agenda for the rst half of the year
however we updated our approach in the
second half of the year to treat Covid the
same as any other communicable disease,
with the exception of China.
We safely delivered our live events in
Rome, Amsterdam, Cannes and Las Vegas
with no signicant health & safety
incidents.
We have over 50 Mental Health First
Aiders across the business who have been
trained by the ocial Mental Health First
Aid body to spot the signs and symptoms
of mental ill health, provide rst aid and
act as a condante for their colleagues
across the business.
Adapting for the future
In 2022, we continued with hybrid working
as our default working model. We have
seen the global nature of our organisation
increase further, not only through
acquisitions but also by being able to
employ people in local marketplaces
which for brands such as WGSN, increases
the reach of their content.
Our brands benet from having the
exibility to operate in the right way for
them, whether this is two days a week in
the oce or built around key times in their
brands’ annual life cycle.
Colleagues have adapted well to hybrid
working, with autonomy being the highest
scoring section on our regular engagement
surveys. Having the ability to beer
manage their home and work life is a value
that is important to our colleagues.
We are pleased to have achieved 100% of the employee
actions we set out in the Diversity, Equity and Inclusion
2022 report.”
61Ascential plc Annual Report 2022
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Section S172
Statement
Section 172 of the Companies Act 2006 requires Directors
to act in a way that promotes the success of the company
for the benet of shareholders as a whole, whilst having
regard to the interests of its other stakeholders.
Eective stakeholder engagement helps
us gain a beer understanding of the
impact of our decisions on stakeholder
interests as well as understanding their
needs and concerns. By understanding
our stakeholders, we can factor into
Board discussions the potential impact
of our decisions on each stakeholder
group and consider how best to act
fairly between members as a whole.
We consider our key stakeholders to be
our customers, our people, our suppliers
and business partners, our investors and
wider society.
Our values, set out on page 59 are closely
aligned with the principles underpinning
Section 172, ensuring that the way we do
business is consistent with the maers the
Directors must consider as part of their
Section 172 duties. The Board recognises
that the interests of stakeholders are
sometimes conicted and at times, certain
interests may have to be prioritised. As
part of the Board’s decision making
process, the diering interests of
stakeholders are considered by the Board
and an assessment is made of the impact
and consequences on stakeholders of
decisions in the long term.
62 Our Stakeholders
During 2022, the Directors have considered the maers set out in Section 172. Further detail on how the Board has considered each
factor can be found in the following sections:
A B C D E F
The likely
consequence of
any decision in
the long term
The interests of
the Company’s
employees
The need to
foster business
relationships
with suppliers,
customers and
others
The impact of
the Company’s
operations on the
community and
the environment
The desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
The need to act
fairly as between
members of the
Company
Relevant disclosures
Chief Executive’s
review
Page 6
Our People
Page 56
Business model
Page 12
ESG – Social Impact
Page 84
ESG Strategy
Page 70
Chief Executive’s
review
Page 6
Strategic priorities
Page 8
Diversity Equity and
Inclusion
Page 60
Third party code
of conduct
Page 89
Climate change
resilience
Page 72
ESG – Compliance
Framework
Page 88
Chairman’s
Introduction
Page 96
Principal risk
disclosure
Page 50
ESG – Social Impact
Page 84
Modern slavery
Page 90
TCFD statement
Page 73
Internal Controls
statement
Page 106
Annual General
Meeting
Page 135
ESG –
Environmental
Climate Resilience
Page 72
Whistleblowing
policy
Page 91
Whistleblowing
policy
Page 91
Stakeholder
engagement
Page 62
S172 in Focus
Below we have set out an example of how the board has taken into account s172 factors in key decisions in 2022
Acquisition of Intrepid
S.172 criteria considered: A, B, C, E, F
Relevant stakeholders: customers, our people, suppliers and business partners, and investors
Decision Making Process:
— Management sought Board approval to acquire Intrepid,
an ecommerce enabler in South East Asia. A detailed
investment memorandum containing key nancial
information was provided to the Board.
— The Board considered that the acquisition would support
the Company’s strategic entry into the high growth South
East Asian market and expansion of the Group’s global
footprint, enhancing returns for the Company’s shareholders
in the long term.
— The acquisition will expand our customer proposition and is a
key component to deliver on the long term vision of the
company of helping our customers sell on leading
marketplaces in priority growth regions.
— Following a thorough due diligence process, the Board
reviewed the summary of the risks identied with the
acquisition and were satised the mitigation steps provided
sucient protection for the Company’s key stakeholders.
— The Board approved the acquisition and considered that it
was in the long term interest of all its stakeholders.
Strategic report Governance report Financial statements
63Ascential plc Annual Report 2022
Stakeholder
Engagement
Our key stakeholders
Our customers
Our people
Our investorsOur partners
& Suppliers
Wider society
64 Our Stakeholders continued
Customer forums & feedback
How we engage
— We regularly engage with customers
across our product brands and
geographies. Our account management
and client service functions are
in regular contact with customers to
ensure they get the best value from
our services.
— We run Net Promoter Score (“NPS”)
surveys across the majority of our brands.
— We conduct research on a project
basis in advance of major product
developments.
Outcomes from engagement
NPS scores are shared across the business,
leading to the ongoing development of
marketing, product and content strategies
that take into account customer feedback.
At our events, the content topics and
themes have been directly informed by
qualitative and quantitative research and
NPS surveys.
Our customers
We help our customers to make smart strategic
decisions that improve performance now and in the
future, enabling them to outperform their competitors.
Seing the benchmark
for product quality, we
are the market leaders in
our elds. ”
Kantar BrandZ Most Valuable
Global Brands 2022
85%
of the Top 20
66%
of the Top 50
71%
of the Top 100
65Ascential plc Annual Report 2022
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Health & Safety
How we engage
We have a wide range of formal and
informal communication channels on
safety issues:
— Any employee can report a safety
concern or incident via the line manager.
— Anyone can report in person or
anonymously via the ‘Speak-Up’ function.
— Safety Champions are nominated
across every brand to represent any
local issues on behalf of their
colleagues.
— Internal communications support the
delivery of information campaigns on
specic topics.
In 2022, an external safety consultancy
was engaged to undertake an
independent review of Ascential’s health,
safety and wellbeing approach to agile,
exible and teleworking. In particular, the
focus was on remote working and working
from home, both of which have increased
since the Covid pandemic. The review
process consisted of desk-top reviews of
the Ascential policies and associated
documents, conversations with senior
safety and human resources colleagues
and remote interviews with safety
representatives and regional colleagues
who work remotely or from home.
Ascential’s approach was benchmarked
against practical guidance issued by the
International Labour Organisation
‘Teleworking during the COVID-19
pandemic and beyond’, ‘Healthy and
Safe Telework Technical Brief – Geneva
2021’ and known best industry practice
from other client organisations.
Outcomes from engagement
Overwhelmingly, the review found that
the majority of colleagues would like
consistent parameters to work within
without removing exibility, but removing
the uncertainty. As a consequence of the
external safety review we have reviewed
and reissued policies relating to Flexible
and Remote Working and the supporting
safety policies which enable this. Going
forward, we will also refresh the way safety
training is delivered across the business,
via a new online safety training platform.
Internal communications
How we engage
— We have adapted our business-wide
internal communications framework
to have a divisional focus, ensuring that
people are kept up to date with news
and business updates that are relevant
to them. Each area of the business
continues to regularly host virtual
all-colleague meetings and team
briengs to share news and progress
against priorities.
— We ran a global kick o at the start
of 2022 in the form of a virtual CEO
brieng, outlining company-wide goals
for the year ahead. From there, we
segmented our conferences into business
areas, enabling leaders to dene more
granular goals for each of their parts
of the business. We ran regular Q&A
sessions to ensure a two-way dialogue
between our people and our senior
leadership, ensuring that all voices
have the opportunity to be heard.
More detail of how we engage with our
people is included in the ‘Our People’
section on pages 56 to 61.
Outcomes from engagement
We create surveys aer all of our tent-pole
internal events, such as our virtual annual
awards ceremonies. The survey results and
verbatim feedback that we get from our
people informs the planning of our future
events, ensuring that our people feel that
their opinions are valued and acted upon.
One post-event survey in 2022 found that
85.7% of aendees felt more like part of
Ascential as a result of the event.
Our people
We have an experienced and dedicated workforce
which we recognise as a key asset of our business.
Key tenets of making Ascential a great working
environment include an emphasis on personal
wellbeing, investment in personal development and
career progression, support for exible working,
diversity and inclusion in everything we do, and open
and honest leadership communications.
66 Our Stakeholders continued
Building a dialogue with our people
How we engage
— We use employment engagement
surveys, which, along with face-to-face
feedback helps us understand what
people think, any issues they may be
having and what they want to achieve
in their careers. Our HR business
partnering team is embedded in each
of our two Divisions ensuring that the
People agenda is focused on the unique
needs of each of our brands. This has
enabled us to provide targeted HR
support and build People plans aligned
to the strategy of each Division.
— We use an instant messaging and
collaboration tool, Slack, which is used
for one-to-one messaging, company
announcements and team projects.
— We track engagement on internal
communications emails and global
announcement Slack channels to
provide insight into message activity
and open rates.
— Internal interviews with our senior
leadership team frequently include
an open Q&A session, with sessions
recorded and shared thereaer
— The Ascential Forum is chaired by our
Senior Independent Non-Executive
Director Rita Clion and gives
employees the opportunity to share
their views and ideas directly with a
Board member.
Outcomes from engagement
— We switched from an annual employee
engagement survey to a more frequent
survey tool, PeakOn. This allows us to
gather data and insight on how our
employees are feeling across a wide
range of questions more frequently,
enabling more direct action to address
any concerns or issues.
— Following the rollout of Slack and the
integration of our internal
communications platform into our
People system, we have seen increased
levels of engagement.
— Rita Clion, our Senior Independent
Director, updates the Board following
each Ascential Forum meeting to
provide a direct route for the employee
voice into the Boardroom.
— We recognised the nancial pressure
that some of our employees were
telling us they were concerned about by
providing an exceptional cost of living
increase for lower paid employees in
high ination markets in May 2022, as
well as targeted energy grants or loans
to our people in Europe and the UK.
Diversity & Inclusion
How we engage
— Since the start of 2021 we have
published an annual Diversity and
Inclusion report which includes a clear
vision for our work in this space, a set of
2030 global commitments and annual
objectives, along with a progress report
against the previous years objectives.
These reports provide an update on
where work is going well and where
further eort is required demonstrating
our commitment to being honest and
open in order to share learning.
— Our Chief Operating Ocer, Paul
Harrison, remains our Board level
representative on Diversity and Inclusion,
along with all ESG overall. Tracey Gray,
EVP of People, is the Exec Sponsor.
Both these roles are supported by our
Diversity and Inclusion Steering Group
which we assemble when required to
feed into key projects and decisions.
— In July we moved to quarterly
engagement survey, which include a
standard set of Diversity, Equity and
Inclusion questions. The functionality of
the new survey tool also enables us to
analyse inclusion scores through a range
of demographic lenses.
Outcomes from engagement
Scores from the rst six months of using
the tool indicate that our inclusion scores
remain within sector expectations.
Our overall inclusion score is 8.1/10 which
includes the question ‘I’m satised with
Ascential’s eorts to support Diversity and
Inclusion (for example in terms of gender,
ethnicity, disability and social-economic
status).
Our Diversity & Inclusion report sets out
our ambitions in this space: we have work
to do in a number of areas of
representation with a particular focus
being on diversifying our leadership
teams. The report sets out our specic
targets and objectives.
Colleague networks & forum
How we engage
— We have ve Employee Resource
Groups: Ascential Pride, Black in
Business, Empower our women’s
network, Shalom Ascential and Latinx.
All are colleague initiated and led,
supported by a central toolkit, budget
and the Head of Corporate Responsibility.
In addition they all have Executive
sponsors to ensure they have a voice of
inuence at Senior Leadership level.
— Digital Commerce established a
Diversity, Equity and Inclusion (DEI)
commiee with representatives from
each of itd Brands. The purpose
of the group is to ensure that each
Brand and Employee Network feeds
into the Division wide plans for DEI,
ensuring representation and a range
of perspectives are considered.
Outcomes from engagement
We continue to support our networks and
use them as counsel for projects including
HR policy review and overall strategy
design. All of which contributes towards:
— We score 8.4/10 for the statement ‘I
believe Ascential would respond
appropriately to instances of
discrimination’.
— We score 8.1/10 for the statement
‘People of all backgrounds have the
same opportunities at Ascential’.
— We score 7.7/10 for the statement
‘Recruitment processes at Ascential
aract and select a diverse workforce
(for example in terms of gender,
ethnicity, disability and socio-
economicstatus’.
67
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How we engage
— We hold a range of Investor meetings
throughout the year: post-results
roadshows; at investment conferences;
and on-demand individual meetings,
totalling over 300 individual
engagements in 2022, covering around
100 institutions (both holders and
non-holders).
— We run product deep dive
demonstrations for investors and
analysts.
— We deliver twice-yearly analyst results
presentations, as well as holding
additional meetings and calls
throughout the year, totalling over 100
interactions in 2022, across our
coverage base of 11 analysts.
— We hold an Annual Capital Markets Day
for our coverage analysts and major
holders, to provide more granular detail
on our progress with strategy,
performance and future plans. In 2022
this focused on the Intelligence & Events
businesses, their capabilities, business
models and addressable markets.
Our investors
Our investors value sustainable growth, responsible
capital allocation and investment decisions, and clear
communication of strategy, supported by robust
nancial reports.
— We hold an Annual General Meeting
which all shareholders are welcome to
aend, and ask questions of the Board.
In 2022, with the assistance of Rothschild &
Co, we undertook a shareholder
perception study that delivered responses
from 14 investors (representing over 60%
of the share capital) on a range of topics
including strategy, capital allocation, the
performance of management, valuation
and growth opportunities.
Outcomes from engagement
We provide the investor community with
clear updates on our trading performance
and strategic direction. Analysts and
investors have the opportunity to give
feedback to management on the above
and engage in Q&A.
Our partners
and suppliers
Our partners want us
to work with them to
develop productive and
fair working relationships,
with fair terms of business
and fair payment terms.
How we engage
— We hold Quarterly Business Reviews
with all key suppliers to review progress
on key activity as well as sharing
business updates and strategy.
— We operate and publish a Third Party
Code of Conduct which sets out the key
ethical and business principles we look
for in all third parties we work with.
— We operate a prompt payment policy
and disclose our payment practices and
performance via the UK Government
payment practices reporting portal.
Outcomes from engagement
We continued the roll out of SAP Ariba
throughout our Digital Commerce division.
This tool smoothes the process of suppliers
registering to do business with Ascential
and owning and updating their data in
our systems.
We listen to feedback from suppliers
about any challenges in engaging with us,
to continuously improve the way Ascential
operates with its supply chain.
68 Our Stakeholders continued
Wider society
We believe that it is important to adhere to evolving
ESG best practice. A crucial aspect of this is having a
realistic understanding of the impact our business has
and therefore where we can play our part in delivering
positive change. Once we understand this we can
prioritise resources and activity accordingly.
How we engage
— Our two strategic priorities, Climate
Change Resilience and Diversity, Equity &
Inclusion, remain at the heart of our
work, with a new focus on equipping and
empowering our Brands and Regions to
deliver a signature move that works for
their colleagues and communities.
— Engaging with colleagues in our core
regions and co-designing our policies,
frameworks and programmes is key to
success and we have a range of Corporate
Responsibility champions across our
business who support this area of work.
— We continue to work with a range of
partners on our Early Talent opportunities,
these include Speakers 4 Schools who
support virtual work experience,
Multiverse who are our Apprenticeship
provider and Creative Access who support
Internship recruitment in the UK.
— You can read more about the outcomes
from this work in our ESG section on
page 70.
Volunteering day
How we engage
— Our global policy gives all employees
one day per year to volunteer at local
community projects. This year we’ve
moved from a central theme for those
volunteering days to encouraging
brands to deliver the opportunities that
most resonate for them. This has led to
a number of new initiatives, including
high school students aending
Flywheel’s Career Day in partnership
with Next One Up (NOU) a long-term
mentoring non-prot that transforms
the lives of young men in Baltimore City.
Outcomes from engagement
We have developed our charity and
volunteering pages on the Company
Intranet, enabling more colleagues to easily
access this information and discover
volunteering opportunities relevant to them.
Fundraising
How we engage
— We have had a long-standing
relationship with The Prince’s Trust,
fundraising as part of the Million Makers
competition, and sponsoring the
Educational Achiever award for the h
year of the annual Prince’s Trust Awards.
— In addition to our support of The
Prince’s Trust, we have continued our
ethos of enabling our brands and
regions to support charities in their local
communities, providing support where
they see a need.
Outcomes from engagement
The range of charities supported by our
fundraising activities has expanded by
enabling our brands to develop charitable
relationships at a local level.
Amount raised in 2022 for
The Prince’s Trust
£488k
2022 Million Makers Team Legacy
69
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
The Ascential Board and
leadership team remain
focussed on the value we can
create as a Company for all
stakeholders.”
Paul Harrison
Chief Operating Ocer
Executive Director with responsibility
to the Board for ESG maers
ESG
strategy
Dear Shareholder,
Our overall approach to Corporate Responsibility is to ensure the
impact that our business operations have on the communities
and environments in which we operate is positive and considered.
This philosophy of embedding corporate responsibility
opportunities and risk management into day to day business
operations provides a sustainable way of making progress. Our
Corporate Responsibility operating model consists of delivery
embedded in our Brand teams, oversight from a central
Corporate Responsibility function, and Board level governance.
This enables us to align our own priorities and expectations with
those of our shareholders, customers and colleagues, across a
range of sectors and regions.
An example of this approach in practice is the work Cannes Lions
did this year on making the festival the most sustainable in its
long history. You can read about the changes we made to
mitigate our climate impact and our core charity and community
partnerships in the case study at the end of this section.
There are certain projects that remain a priority for all our Brands,
providing exciting opportunities for collaboration with colleagues
and engagement with customers. Our Employee Resource Groups
are one area where we have seen increased employee
engagement. Over 900 colleagues now participate in one or
more of our ve groups, whose work continues to create the
inclusive culture we value so highly.
A personal highlight is The Prince’s Trust Million Makers
competition, an annual fundraising initiative that Ascential has
participated in for the last 10 years. This year a team of
colleagues from across Ascential fund-raised over £480,000,
taking the total raised for this charity through the course of our
support to over £2.5million. Seeing the impact that contribution
has on thousands of young people, enabling them to access
employment, education and training, is a fantastic example of
the truly positive impact our business can make.
We welcomed the opportunity to complete the Taskforce for
Climate Related Financial Disclosure (“TCFD”) for the rst time last
year. This process made clear the risks and opportunities in
relation to Climate Change for our company, and as a result we
developed our rst set of Climate Change goals and targets.
These goals drove our focus on data gathering and baseline
seing. We have improved and developed reporting processes
across waste management, oce emissions and sustainability
focussed content. For the second year of TCFD, we have
developed a model to understand the nancial impact of climate
change on our business over the short-to-medium term.
I hope you enjoy reading more about our initiatives in the
following pages.
Paul Harrison
Chief Operating Ocer
Date 3 April 2023
70 Environmental Social and Governance
Sustainalytics ESG risk rating
MSCI ESG rating
NEGL LOW MED HIGH SEVERE
CCC B BB BBB A AA AAA
ESG overview
ESG area Core policies and standards Reporting and further information
Environmental — Streamlined Energy and Carbon Reporting
(SECR) disclosure
— Carbon Disclosure Project
— Third Party Supplier Code of Conduct
Sustainability Statement
— Climate resilience section (page 72)
— Climate resilience governance and risk
management (page 74)
— Taskforce on Climate Related Disclosures
statement (page 73)
Social impact — Charity Match Policy
— Flexible Working Policy
— Family Friendly Policy
— Parental Leave Policy
— Equal Opportunities Policy
— Volunteering day allowance
— Diversity and Inclusion Commitments
— Social Impact (ESG) section (page 84)
— People section (page 56)
— Diversity, Equity and Inclusion at Ascential
(ascential.com/about-us/responsible-business)
Governance — Code of Conduct
— Modern Slavery Statement
— Supply Chain Code of Conduct
— Tax policy statement
— Data privacy policy
— Data harvesting guidelines
— Audit Commiee report (page 107)
— Risk Management and Principal Risks (page 48)
— Our website ascential.com/about-us/responsible-
business
The following table summarises and signposts the ESG policies and reporting we have in place across Ascential. All policies are
available for our colleagues in English, Simplied Chinese and Portuguese.
71
Ascential plc Annual Report 2022
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Progress made in 2022
— We launched our initial set of
Climate Change KPIs of which
over 75% have been achieved
throughout the year, with the
remainder deferred to 2023 to
enable data driven insight into
seing reduction targets.
— We began measuring carbon
emissions and waste baseline
data across key material areas
to enable reduction targets to
be set in 2023.
— The 2022 Cannes Lions Festival
adopted a number of new
measures to improve
sustainability, including
measuring carbon emissions of
the Festival for the rst time to
inform sustainability plans and
reduction targets.
Activity in detail
— More information on our activities relating to Climate
Change, carbon emissions and waste is included in the TCFD
statement on pages 73 to 83.
— More information on the work to improve sustainability of
the Cannes Lions Festival is included in the Lions Case Study
on page 93.
— WARC has partnered with LIONS and the UK’s Advertising
Association to launch the WARC Sustainability Hub, which
helps marketers understand and solve the challenges of
sustainability, including net zero. The Sustainability Hub
brings together a curated collection of content including best
practice, eectiveness case studies and thought leadership. It
features resources from Ad Net Zero, a UK industry-wide
initiative led by the Advertising Association, the IPA and
ISBA, to reduce the marketing industry’s carbon impact.
— Sustainability remains a strategic imperative within WGSN
with KPIs set on content creation, internal training and
developing client oers to incorporate sustainability.
—
Environment –
Climate Change Resilience
Overview
Looking ahead to 2023
Emissions data capture and
reporting will be a core focus
for 2023, with a particular
focus on measuring scope 3
emissions in our value chain.
Sustainability in our event
operations will continue to be
a key priority. This will include
rolling out carbon
footprinting work across all
of our events along with a
commitment to use our
platforms to share thought
leadership and best practice.
72 Environmental Social and Governance continued
Progress since our 2021 report
TCFD Pillar Key developments
Governance
— We have instigated a Sustainability Forum for the brands we have identied as having the
most material risks or opportunities related to climate change. This includes all of our events
brands and WGSN, whose customers require sustainable credentials and expertise.
— The principal aim of the Sustainability Forum is to share learning, identify opportunities for
emissions reduction and work together on shared goals and commitments.
Strategy
— The nancial implication of climate-related risks were assessed over a ve year period to 31
December 2027 and incorporated into viability assessment processes.
— Through the Sustainable Development Goals (SDG) Lion and its partnership with the United
Nations, Lions helped to drive awareness of the UN’s SDGs and inspire the global creative
industry to accelerate progress towards achieving them.
— Sustainability remained a strategic imperative for WGSN with KPIs set on content creation,
internal training and developing client oers to incorporate sustainability.
— Sustainability was one of 5 core content pillars for Lions and a baseline carbon footprint was
calculated for the rst time with key supplier engagement.
— Money20/20 reviewed core event logistics and suppliers with a view to reducing emissions and
waste.
Risk Management
— The risks identied as material through scenario analysis in 2021 were reviewed and updated.
— Our physical asset locations and those of our top 10 customers were mapped against the
Notre Dame-Global Adaption Country Index to assess vulnerability to climate change.
Metrics & targets
— We tracked the direct emissions footprint of Cannes Lions to establish a baseline from which
we can identify targets and emission reduction priorities.
— We have made progress against our climate related KPIs identied in the 2021 report (see
section ‘metrics & targets’ below for more details.
Taskforce on Climate Related
Financial Disclosures statement
Ascential knows that transparency regarding climate-related risks and opportunities is critical to maintaining the trust of our
stakeholders and allows our investors to beer understand the implications of climate change for our Company. This report is
structured into four sections: Governance, Strategy, Risk Management, and Metrics and targets. These topics align to the TCFD’s
recommended disclosures, and provide an explanation of how we understand and manage the risks and opportunities
associated with climate change at Ascential. Although we are not fully compliant, we consider that the following report provides
sucient information to meet all of the requirements of the TCFD Framework in respect of the 2022 nancial year, with the
exception that we have prioritised climate-related risks over climate-related opportunities and we have not fully quantied the
nancial impact of climate change over the short, medium and long term (see page 76 for more detail on nancial impact
assessment). Whilst high-level climate-related opportunities have been identied, we consider them to be long-term opportunities
and so have not yet dened them in terms of the four TCFD pillars or set targets to achieve them. We intend to complete these
activities by the end of 2024.
73
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Governance
Our Board of Directors actively oversees Ascential’s business strategy. At its regular Board meetings as well as at the annual
strategy osite, our Board engages in robust discussions about strategic goals. Our Board recognises that operating responsibly
is fundamental to the long-term success of Ascential.
Section Our Governance
Board oversight
The Board has primary oversight and ultimate accountability for our ESG performance,
including the approach and actions taken in relation to climate-related risks and opportunities.
Paul Harrison, COO, is the executive sponsor of Ascential’s ESG policy and we also benet
greatly from the experience of our Senior Independent Director, Rita Clion CBE, who is
concurrently serving as Chair of Forum for the Future and Trustee of Green Alliance.
The Board receives an update on our ESG performance at least annually and approves the
seing of ESG related targets for future periods. In 2023, the frequency of Board ESG updates
will increase to quarterly. The Board reviews climate-related risks and mitigating activity as an
integrated part of its review of principal risks. The Audit Commiee reviews the work
management conduct to quantify the nancial impact of climate-related risks. During 2022, the
Commiee reviewed the work management conducted to quantify the nancial implication of
climate-related risks and opportunities over a ve year period to 31 December 2027 and the
way it was reected in the Group’s long-range nancial forecast. The Audit Commiee annually
reviews the eectiveness of the Company’s internal control and risk management processes,
which includes the management of climate-related risks.
Management’s role
We drive our business forward through the management structures we have put in place and
the planning and implementation processes we use for decision making and action planning.
Our management team is organised across our four business segments with Product Design,
Marketing and Retail & Financial Services forming the Intelligence & Events Division managed
by Phil Thomas (CEO I&E) and the Digital Commerce division managed by Duncan Painter (CEO
DC). As the risks and opportunities for each division dier, they each play a role in the
assessment and management of climate-related risks and opportunities through the enterprise
risk management framework (see page 48 for more details) . Our Head of Corporate
Responsibility works across both divisions to identify climate related risks and opportunities, set
company wide goals, align activity with identied goals, measure company wide impact and
also report on progress.
Cannes Lions, Money20/20, WARC and WGSN all participate in a cross brand Sustainability
Forum, led by our Head of Corporate Responsibility, which meets twice a quarter. The aim of the
Forum is to raise awareness and upskill our colleagues on climate change and sustainability in
order to beer serve our customers in this area and meet our company-wide goals. The agenda
in 2022 has focused on cross company opportunities to upskill colleagues on sustainability
issues and a shared approach to event sustainability.
Taskforce on Climate Related Financial
Disclosures statement continued
74 Environmental Social and Governance continued
Risk Management
Section Risk Management
Risk Identication and
assessment process
In 2021, the TCFD working group conducted a materiality assessment and qualitative
scenarioanalysis exercise to identify climate-related risk and opportunities that are material
toAscential.
During 2022, the climate-related risks and associated KPIs identied through this
assessmentwere integrated into our enterprise risk management process (please see
page48for more detail).
Climate-related risks which are considered material at a group level have been included in
theCompany’s principal risk register within the relevant principal risk (e.g. ‘changing business
model’ and ‘changes in consumer behaviour’ which both fall as sub-risks under ‘customer
end-market development’). Please see the principal risk section on page 50 for more detail.
Strategy
Section Our Strategy
Materiality assessment
The materiality assessment conducted in 2021 identied that the impacts from a societal
transition to a low carbon future are more likely to impact Ascential than the probable physical
impacts of climate change.
Materiality was determined through a weighted classication of internal and external data
sources, resulting in an inherent risk score that determined three categories: material (mitigate),
not currently material (monitor) and immaterial (accept). We identied some material risks and
opportunities that are equally applicable across our business (e.g. carbon reporting) and others
that are product specic (e.g. event waste) but deemed material due to their signicant
nancial and reputational impact. A full list of our material climate-related risks and
opportunities are outlined on the following pages.
Qualitative scenario analysis
For the qualitative scenario analysis exercise we created a single pathway to the year 2040 that
allowed us to explore how the material risks and opportunities may develop in the short (<3
years), medium (3-15 years) and long-term (>15 years). Our scenario was based on 2°C average
global warming by 2100 as the most likely warming scenario, using a combination of projected
physical changes (informed by the Representative Concentration Pathways) and socio-
economic changes needed to tackle climate change (informed by the Shared Socio-economic
Pathways). The scenario analysis was designed to explore one potential future and the results
of our scenario analysis have been used to validate our risk identication and mitigation
approach based on this ‘middle of the road’ future scenario.
This assessment was reviewed in 2022 in the context of amended regulatory requirements and
new risks and opportunities associated with acquisitions and disposals made during the year.
75Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Section Our Strategy
Financial impact of climate-
change related risks and
opportunities
During 2022, we considered the magnitude of the dened climate related risks over the period
FY23 to FY27, which is the period used by the Board for medium-term planning.
We concluded that some of the material climate-related risks would not have a material
nancial impact in the ve year review period. These risks were therefore deemed immaterial for
the purposes of assessing nancial impact over the period to FY2027.
For climate-related risks that may be material, we identied drivers of the nancial impact
associated with each risk and considered in more detail whether there would be a material
impact in a ve year period. In some cases, costs were incorporated into business plans (e.g.
Cannes Lions) however for others we do not yet have suciently detailed information to
support incorporation into our nancial planning process. We intend to revisit assessing the
nancial impact of climate change related risks and opportunities once we have completed our
costed net zero transition plan in 2023.
Overall, we consider that the Company remains resilient to climate-change risk and the impact
of a 2 degree warming scenario is low.
Climate-related material risks
Risk Category Description Impact Mitigating Activity
Changing
business
model
Transition:
Market
There is a risk that…
Ascential is unable to
adapt and respond to
changing market needs
as our customers work to
improve their own
sustainability
performance.
Timeframe: Medium
Likelihood: Medium
Impact: High
Customers experience climate-
related regulatory increases, and
their budget prioritisation may
change as they experience climate-
related cost increases (such as fuel,
energy licensing, etc.).
Some customers may be lost if
Ascential lacks the advisory and
communications skills to market its
sustainability credentials eectively.
Continue market scanning to
inform Ascential strategy and
ensure that we develop our
proposition to respond to
customers’ needs.
Maintain a close dialogue with
customers to monitor changes in
demand for climate-related
products and capabilities.
Carbon
reporting
Transition:
Policy and
legal
There is a risk that…
Ascential does not have
the resources needed to
meet reporting
requirements to the
frequency or quality
required.
Timeframe: Short
Likelihood: High
Impact: Medium
As the operators of some of the
largest and most complex datasets
in the sector, Ascential must
demonstrate an ability to account for
and mitigate or oset the emissions
associated with this data
requirement.
Employ an external consultant to
calculate and produce the annual
SECR and carbon emissions
reporting information.
Formalised and documented
process for reporting scopes 1
and 2.
Continue to monitor obligations
and stakeholder expectations
around carbon reporting and
take appropriate action.
Taskforce on Climate Related Financial
Disclosures statement continued
76 Environmental Social and Governance continued
Risk Category Description Impact Mitigating Activity
Waste
Transition:
Technology/
Reputation
There is a risk that…
avoidable waste from
events becomes
societally unacceptable
due to its cumulative
impact.
Timeframe: Short
Likelihood: High
Impact: Medium
Increased cost or scrutiny
surrounding the waste generated as
part of business operations, including
event merchandise.
Some customers may become
unwilling to be associated with our
agship events because of
environmental impact.
Cannes Lions 2022 continued
toimprove sustainability at
theFestival. Activity included
reducing and recycling event
merchandise, using a third party
to measure delegate travel, and
investigating where emissions can
either be eliminated or oset.
Investigate how to improve the
environmental impact of
Ascential’s other events.
Review and reduce the volume
ofsingle-use products and waste
generated from events.
Changes in
consumer
behaviour
Transition:
Market
There is a risk that…
society moves away
from current levels of
consumerism.
Timeframe: Medium
Likelihood: High
Impact: High
A systemic change in the way
consumers purchase goods with
large-scale reductions in the
purchasing volumes and a pursuit of
longer lasting, high-quality products.
Monitor demand for climate-
related products and capabilities
and explore opportunities to
align our services with the value
of purchased goods rather than
volume of purchased goods.
Business
disruption
Physical:
Acute/
Chronic
There is a risk that…
Ascential faces business
disruption, due to global
factors (e.g. large-scale
social unrest) or local
incidences (e.g. property
damage from extreme
weather events).
Timeframe: Medium/
Long
Likelihood: Medium
Impact: Medium
Compromised ability to deliver
customer services, resulting in a loss
of revenue.
Continue to maintain Ascential’s
business continuity planning
including reviewing the plan in
the context of geographical
exposure associated with newly
acquired businesses.
The nature of Ascential’s business,
being asset-light and diversied
across dierent sectors and
regions, minimises the potential
impact of localised geopolitical
disruption or physical climate
impacts. We lease our oce
space with shorter period leases
where possible to maximise
exibility.
Event
aendance
Transition:
Market/
Reputation
There is a risk that…
customers perceive
emissions associated
with aending events to
be a barrier to
aendance.
Timeframe: Medium
Likelihood: Medium
Impact: Medium
Event organising services need to
adapt to a changing market where
ights are expensive, and
participants are increasingly
conscious of the climate-related
impacts associated with travel.
Demonstrate our credentials
asan industry leader in
sustainable events.
Leverage hybrid event oerings.
Reduce or oset emissions
associated with delegate travel.
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Metrics & targets
We track a variety of climate-related metrics and use these metrics to manage performance against our goals and to monitor
current and future climate-related risks.
Section Our metrics and targets
Metrics and targets
Our KPIs include a range of our direct operations as well as interactions with partners to
monitor our transition to a net-zero business.
The climate-related targets we set in 2021 remained relevant in 2022. Progress against these
targets is set out in the table below. A key focus for the year, which will continue into 2023, is to
improve the processes around carbon emissions data management and establish a baseline
for reduction seing targets across all areas of business activity. We included climate-related
indicators in an initial set of brand trackers in 2022 to develop a beer understanding of our
customers’ sustainability needs.
In addition to the KPIs listed below, we have been measuring and reporting our direct energy
consumption and carbon emissions since 2016, and our Streamlined Energy Carbon-related
disclosure can be found on page 81. We do not apply a materiality assessment to our Scope 1
and 2 emissions. In 2023 we will undertake a cost based scope 3 analysis to understand our
material scope 3 emissions and enable us to set realistic and meaningful reduction targets.
Climate–related Targets
Risk Metric Target Progress to date
Carbon
reporting
% Reduction
(scope 1 and 2)
Develop plans to get to operational net
zero by 2030.
Develop a costed Carbon Transition Plan
in2023.
We have identied the need to develop a
carbon transition plan, which will identify
the costs, targets and activities required to
achieve the UK commitment for all
businesses to be net zero by 2050. The
transition plan will inform realistic and
meaningful carbon reduction targets.
Therefore, we have deferred seing
reduction targets until the transition plan
has been developed.
Carbon
reporting
% Data centre footprint
using renewable energy
or carbon reduction, or
tCO2e associated with
data centre.
Calculate baseline of Ascential tCO2e
associated with data centres.
100% of third-party data centres use
renewable energy by 2025.
Set oset targets for tCO2e associated with
Ascential’s data centre usage.
The majority of our data is cloud stored
with services which use renewable energy.
The few remaining contracts with physical
data centres are aiming to be transferred
to renewable energy providers in 2023.
Targets for oset and/or reduction will
becalculated as part of the transition
planin 2023.
Taskforce on Climate Related Financial
Disclosures statement continued
78 Environmental Social and Governance continued
Risk Metric Target Progress to date
Carbon
reporting
CO
2
e/per aendee Carbon footprint all major events in order
to set baseline data and develop targets
for emissions reduction as part of the
transition plan, to be completed by the
end of 2023.
Cannes Lions worked with suppliers to
calculate baseline carbon footprint for the
event in June 2022. Reduction targets will
be set in 2023 as part of the costed net
zero transition plan.
Our other major events brands will conduct
the same exercise in 2023.
Waste
Tonnes of waste per
aendee
Waste footprint calculated for all major
events in order to set baseline data and
develop targets for reduction.
Cannes Lions worked with suppliers to
calculate baseline waste footprint for the
event in June 2022. Reduction targets will
be set in 2023 as part of the costed net
zero transition plan.
Waste
% of oce waste
recycled
Audit all oces by the end of 2023 in order
to assess current and future capabilities for
waste disposal and recycling. Set targets
for recycling and reducing waste to landll
by end of 2023.
We have audited 50% of our oces for
recycling facilities and of those audited
78% have paper recycling facilities and
72% have plastic recycling. We intend to
increase this to 100% of leased oces
during 2023.
Change in
consumer
behaviour
number or % Increase of
sustainability-focused
content
Put measurement system in place to
measure sustainability-focused content
across all brands.
Continue to Upskill content creators on
Sustainability issues.
Set targets for % of content to include
Sustainability considerations.
Over 180 pieces of sustainability focused
content were published in 2022.
Three of our brands have targets around
the amount of sustainability content they
produce. This approach to goal seing will
be rolled out further in 2023.
Business
disruption
% Suppliers with carbon
reduction targets
100% of suppliers with spend over £50,000
per annum signed up to climate change
statement in RFP.
We updated our Supplier Code of Conduct
to include a requirement for our suppliers
to adhere to all applicable environmental
laws and regulations, and to appropriately
mitigate climate change risk and
contribute to reducing the environmental
impact of their products and services. We
will extend this to all suppliers in 2023. All
suppliers signing contracts with us in 2022
signed up to the new code of conduct.
79Ascential plc Annual Report 2022
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Risk Metric Target Progress to date
Business
disruption
Number of sole suppliers
/ key dependencies in
geographies at high risk
from physical eects of
Climate Change
Assess supply chain to understand the risk
related to sole suppliers or key dependency
suppliers.
Set targets regarding management of sole
suppliers or key dependency suppliers at
high risk from physical eects of Climate
Change before the end of 2023.
Supply chain risk continues to be managed
by our Procurement team with support
from our Director of Safety and Security.
Climate change risk is now considered
through this process, with a focus on
regions identied through the ND-GAIN
Country Index as high risk.
Event
aendance
% score against
Ascential sustainable
events indicators
Develop Ascential sustainable events
indicators (e.g. net zero emissions, no
single-use plastic, maximum % of waste to
landll) by the end of 2023.
Set minimum % Ascential events must
obtain against the Ascential sustainable
events indicators by the end of 2024.
Measuring the carbon footprint of the
events, which was completed for the
Cannes Lions Festival in 2022, was the rst
step to enabling the development of the
sustainable events indicators in 2023.
Taskforce on Climate Related Financial
Disclosures statement continued
Climate-related opportunities
As part of our assessment process, we explored potential climate-related opportunities as well as assessing our material climate-
related risks. We have focussed on managing our climate related risks and so continue to be at an early stage of this opportunity
assessment. Our strategy will continue to evolve as we beer understand the scale of our climate-related opportunities.
80 Environmental Social and Governance continued
This report meets the reporting requirements under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018 to implement the UK government’s policy on Streamlined Energy and Carbon Reporting
(SECR). This report includes global carbon emissions data from the current and previous two years. All entities within the Group are
included in the scope of emissions reporting.
We have reduced our scope 1 and 2 emissions when viewed via the intensity factors of both square footage and headcount. The
main driver of this reduction was the consolidation of our London oces into one building, which is used more intensively. As
expected and explained last year, our scope 3 carbon emissions have increased from 2021 driven by the easing of Covid
restrictions and the return of our global events. Due to the impact of Covid on travel and oce occupation in 2020 and 2021, we
will adopt 2022 emissions as our baseline for seing reduction targets as they represent a more meaningful starting point. The UK
element of this report will be used as the Total Energy Consumption (TEC) element of the Phase 3 Energy Savings Opportunity
Scheme (ESOS) report, which is due to be published in 2023.
You can read more about our plans for reducing our emissions in the previous sections on Climate Change Resilience and in our
Task Force on Climate Related Disclosures statement.
Methodology & Scope:
Regional Oce
Managers work
with landlords
and lease
holders to
obtain records
of gas and
energy usage in
our oces
throughout the
year.
Oce Managers
submit site
energy usage to
the centrally
managed data
management
tool.
Data is quality
checked by the
Property and
Corporate
Responsibility
Team. It’s
compiled to
send to the
external
consultant for
checking and
reporting
purposes.
External
Consultant
analyses data.
Relevant
conversion
factors are
applied and the
data is checked
against
supporting
evidence to
produce SECR
report.
Report assessed
internally and
relevant
commentary
added to
provide
additional
information on
any data
changes.
The adopted methodology used is based on the Greenhouse Gas Protocol Corporate Reporting Standard reporting on equivalent
CO2 emissions from organisational boundaries. Information has been gathered in a format intended to be compliant with the
ESOS Regulations. For scope 1 & 2 emissions, we have collated data into kWh for all UK and global based operations directly
owned or operated by Ascential (i.e. the organisational boundary), excluding co-working spaces with less than 10 desks hired. The
kWh have been converted to equivalent tonnes of carbon dioxide (tCO2e) using 2022 UK Government Greenhouse Gas Conversion
Factors for Company Reporting as well as data published for the conversion of international emissions using Gross Caloric Value.
Scope 3 emissions relating to centrally managed business travel and global air travel have also been measured.
As part of our work to improve our greenhouse gas reporting process, we conducted an assessment of the material sources of
scope 3 emissions within our business activities, in line with 15 categories described in the Greenhouse Gas Protocol Corporate
Value Chain (Scope 3) Accounting and Reporting Standard. The main criteria for materiality were size, inuence on reduction, links
to climate change and stakeholder preference in line with the Greenhouse Gas Protocol guidance. In 2023 we will continue to
develop our process for assessing and measuring our scope 3 emissions as well as identifying opportunities for reducing our
environmental impact.
The table on page 83 outlines the scope 3 categories we consider to be most material to our value chain.
Streamlined Energy and
Carbon Reporting
81Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Global Greenhouse Gas (GHG) Emissions Summary:
The table below includes combustion of fuels (Scope 1), purchase of energy including electricity, heat and cooling (Scope 2) and
business travel and hotel emissions (Scope 3)
2020 2021 2022 Unit
Emissions Type
Scope 1
1
. Tonnes of CO
2
, kWh
Scope 2
2
. . . Tonnes of CO
2
,, ,, ,, kWh
Total Scope 1 & 2 . . .
Tonnes of CO
2
kWh
,, ,, ,,
.%
from UK
.%
from UK
.%
from UK
Intensity Factors
1. Turnover
not used not used £.m Revenue in GBP
2. Total area
, , , Square metres
3. Total headcount , , , Full-time equivalents
Carbon intensity 1
not measured not measured .
Total tCO2e/£m
revenue
Carbon intensity 2 . . . Total kgCO
2
e/m²
Carbon intensity 3 . . . Total kgCO
2
e/FTE
Scope 3 emissions
Global Car travel
3
. . . Tonnes of CO
2
From
,km
From
,km
From
, km
Global Air travel
4
, . ,. Tonnes of CO
2
From
,,km
From
,km
From
,,km
Global Hotel Nights .
From
, nights
.
From
nights
.
From
, nights
Tonnes of CO
2
Global Rail Travel
not measured . . Tonnes of CO
2
From
, km
From
, km
Total reported Scope 3 ,. . ,. Tonnes of CO
2
Total reported Scope 1, 2 and 3 ,. . ,. Tonnes of CO
2
1 Scope 1 emissions from natural gas only.
2 Scope 2 emissions data includes some pro-rata data on landlord supplied energy including an average kWh/m
2
rate for oces without metered billing.
3 Global Business Car Travel relates to grey eet expenses returns from sta using their own transport with appropriate fuel rates applied.
4 Global air travel emissions are split 60/40 between ights to/from UK and non-UK ights for average passenger.
Streamlined Energy and
Carbon Reporting continued
82 Environmental Social and Governance continued
Materiality of Scope 3 Emissions
Category 1 – Purchased goods and services
Relevant, emissions not yet calculated
Category 2 – Capital Goods
Currently assessed not relevant
Category 3 – Fuel and energy related activities
(not included in scopes 1 & 2)
Relevant, emissions not yet calculated
Category 4 – Upstream transportation
and distribution
Currently assessed not relevant
Category 5 – Waste generated in operations
Relevant, emissions not yet reported
Category 6 – Business Travel
Relevant and emissions reported annually
Category 7 – Employee commuting
Relevant, emissions not yet calculated
Category 8 – Upstream leased assets
Relevant, emissions not yet calculated
Applicable to our brands which produce events
Category 9 – Downstream transportation and distribution
Currently assessed not relevant
Category 10 – Processing of sold products
Currently assessed not relevant
Category 11 – Use of sold products
Relevant, emissions not yet calculated
Applicable to our brands which produce events
Category 12 – End of Life treatment
of sold products
Relevant, emissions not yet calculated
Applicable to our brands which produce events
Category 13 – Downstream leased assets
Relevant, emissions not yet calculated
Category 14 – Franchises
Currently assessed not relevant
Category 15 – Investments
Currently assessed not relevant
83Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Social impact
Progress made in 2022
— We have maintained our
partnership with The Prince’s
Trust for the 10th year and
sponsored the ‘Education
Achievers Award’ for the h
year running.
— Brands also developed
charitable partnerships at a
local level that aligned with
their brand values and
colleague interest. This saw a
wide range of organisations
being supported in a range of
ways from charitable
donations, to volunteering
and skills sharing.
Activity detail
— This year the Million Maker’s team raised £488,000 for The
Prince’s Trust, taking our total amount raised over 10 years to
£2.5 million. The Trust is a youth charity that helps young
people aged 11 to 30 get into jobs, education and training.
The Million Maker’s competition sees a team of colleagues
volunteer for six months to work together to raise as much
money as possible for the charity.
— Lions once again donated the prots from the Sustainable
Development Goals (SDG) Lion to a range of charities or
Not-for-Prot organisations who had entered and won an
SDG Lion. Entrants have to demonstrate how they have
advanced or contributed to the SDG 2030 goals. In addition,
the Glass Lion raised €52,000 for charities supporting
genderequality.
— We continue to support Goals for Girls through a three year
sponsorship agreement. They are a London based charity
supporting young women and girls in raising their aspirations,
condence and motivational skills by breaking down social
and personal barriers through sports and education.
— We ensured that our colleagues aected by the Ukraine war
had the support they needed. In addition we donated
£100,000, split across the UNHCR (UN Refugee Agency),
UNICEF and British Red Cross to support refugees. Lions
welcomed free of charge Ukraine creatives who were able to
aend Cannes Lions and refunded award submissions for
Ukraine agencies.
— Examples of charitable giving at a brand level include
Flywheel Digital and Whytespyder. Flywheel Digital continued
its partnership with Next One Up (NOU), a long-term
mentoring non-prot that transforms the lives of young men
in Baltimore City by supporting their development with
programming starting in middle school. They have recruited
a growing number of NOU alumni and have partnered on
events that directly support the learning and long-term
development of their students. Whytespyder donated $75,000
to charities supporting child safety, healthcare, and women’s
rights. Their involvement with these charities went beyond
fundraising, with employees volunteering and promoting the
events through ocial channels.
Charity Partnerships
Looking ahead to 2023
— We will continue to partner
with The Prince’s Trust,
raising vital funds for their
inspiring work.
— Brands will be encouraged
to develop charity
partnerships at a local
level that align with their
colleagues, communities
and customers’ priorities.
— We will develop further
volunteering opportunities
as a way to bring
colleagues together and
support local charities.
84 Environmental Social and Governance continued
Published April 2022
External
Diversity, Equity and
Inclusion at Ascential
The following section provides details of the work we are doing for our customers
and wider society in relation to DEI. For information on our DEI work in relation to
our colleagues please see page 60 of our People section.
Diversity, Equity and
Inclusion (DEI)
Commitments
Vision Commitments Objectives
For Ascential, diversity is at our core.
Our value as an employer and to our
customers is greater when we draw on
the full range of our collective
perspectives and experiences. We
continue to be commied to aract,
retain, develop and engage a diverse
workforce, and we will work constantly
to ensure that everyone at Ascential
feels comfortable to be themselves. This
is the right thing to do to ensure a
sustainable future for our organisation
and to make a positive impact for our
people, customers and society.
To employees
We will co-create an inclusive culture
with equitable systems throughout our
workforce, so that people are
comfortable in bringing their authentic
selves to Ascential, to thrive and
progress their career.
To customers
We will deliver the ideas, perspectives
and cultural richness that our customers
– and their customers – need to
future-proof their products and
services.
To society
We will play our part in imagining and
developing a brighter, more equal
society, starting with our own company
and the industries we work in. We will
report openly and regularly on our
progress to enable others to learn from
us and hold us to account.
Employees
— We aim to create a workforce that
fully reects, at all levels, the ethnic
diversity of our major markets before
2030.
— We aim to ensure our senior
leadership represents an equal
gender split before 2030.
— We commit to measuring and
assessing any possible gender and
ethnicity pay gap.
Customers
— Each of our major brands will
develop specic, measurable and
public ways of championing diversity
in their respective industries and
track progress systematically.
Society
— We will report honestly on our
workforce diversity data and
initiatives on an annual basis to
create accountability, show progress
and share our lessons.
— We will continue to manage and
seek appropriate charity partners in
line with our ambitions to support
young people to succeed in the
digital world.
85
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Strategic report Governance report Financial statements
Money20/20’s Do Beer Together programme
Progress made in 2022
— We conducted our fourth
Inclusive Representation
Content Audit, part of an
internal programme of
activities which measures and
delivers representative content
and marketing.
— Lions continued its partnership
with Black Executive CMO
Alliance (BECA) to support the
next generation of Black
marketing leaders.
Activity detail
— Since our rst Inclusive Representation Content Audit in 2021,
our Content and Marketing teams have implemented action
plans to ensure that their content represents the diversity of
the communities we serve. Through the audits we assess the
perceived gender and race and ethnicity of all quoted
individuals, contributors and imagery used. Our last audit of
October 2022 reviewed 1,349 pieces of content and the overall
gender split was 45% men, 50% women and 4% unidentied.
This is a 5% increase in female representation from the rst
audit conducted in May 2021. 26% of images and contributors
were from a perceived minority ethnicity and 68% from a
majority ethnicity which is consistent with the results from 2021.
— Tracey Davies, the President of Money 2020, was named
Diversity, Equity and Inclusion Industry Champion by
TheFinancial Technologist for the ‘Do Beer Pledge’
programme.This programme works to increase
representation around gender, and race and ethnicity,
onpanels at Money20/20 events.
— Lions had DEI as a content pillar at the Cannes Lions Festival
in June, ensuring it was a core theme running through every
stage and presentation. The Brand continued its partnership
with Black Executive CMO Alliance (BECA) to support the next
generation of Black marketing leaders. In conjunction with
The BECA Playbook, the alliance sponsored eight Future
Leaders to aend the Cannes Lions Festival. It was the rst
time BECA took to the global stage at Cannes leading
discussions on the role of Black marketers in disrupting the
marketplace, diversifying brand storytelling, and creating a
pipeline for Black marketing leaders.
Diversity, Equity and Inclusion (DEI) continued
Looking ahead to 2023
— Brands will continue to
lead on activity which
matches the priorities of
their colleagues, customers
and communities
— Our 2023 DEI report, to be
published in Spring 2023,
will set out the
commitments for the year
ahead along with
reporting progress against
existing commitments.
86 Environmental Social and Governance continued
Cannes Lions’ See It Be It programme
Progress made in 2022
— Governance of issues related
to environmental and social
impact are starting to be
embedded within Divisions
and Brands.
— Establishment of groups such
as the Ascential Intelligence
and Events Sustainability
Forum and the Ascential
Digital Commerce DEI
commiee put accountability
and governance within the
Divisions.
Activity detail
— Paul Harrison is the Executive Director with responsibility
tothe Board for ESG maers.
— Digital Commerce has established a Diversity, Equity and
Inclusion (DEI) commiee with representatives from each of
their Brands, who together are taking the lead on strategy
and activity. They report into the Digital Commerce
ExecutiveCommiee.
— Ascential Intelligence and Events have DEI commiees at
brand level and have established a Sustainability Forum at
Division level. The Forum is responsible for coordinating
Sustainability work from across the brands, aligning best
practice, sharing goals and reporting back to the Ascential
Intelligence and Events Executive Commiee.
— The Central Corporate Responsibility Function supports across
both Divisions to identify ESG related risks and opportunities,
set company wide goals and KPIs, align activity with
identied goals, measure company wide impact and
reporton progress.
— The Ascential Audit Commiee reviewed and signed o
theprocess we developed to consider the climate-related
impact on Ascential’s consolidated nancial results over
thenext ve years.
— The Annual ESG update was shared with the Board which
included progress against ESG targets and KPIs, reports on
key projects and provided the opportunity for the Board to
shape priorities.
Governance
This section relates specically to how we govern our ESG
work. For information on governance at Ascential more
broadly, please see the Corporate Governance Report on
page 102.
Overview
Looking ahead to 2023
— We relaunched the
Ascential Code of Conduct
in January 2023, ensuring
that all colleagues,
including new acquisitions,
have read and understood
our policies and ways of
working.
— ESG Dashboards will be
created for Divisional
Executive Commiees
and the Board to more
readily monitor progress
and priorities throughout
the year.
87
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Compliance
Framework
Summary of the
Compliance
Framework
Code of Conduct
Whistleblowing
Competition Law
Anti-Bribery and
Corruption
Financial Crime
Listing Requirements
(inc. Market Abuse
Regulations)
Economic Sanctions
Third Party Code of
Conduct
Data Security
Data Privacy
Health and Safety
Physical Security
People
Acting with integrity
Good operational
governance
Our formal compliance framework enables a structured and
consistent approach to managing our ESG policies and
compliance more generally. The framework is structured
around 12 Compliance Pillars under which we focus our
priorities. Where appropriate we have policies governing
each area and further information is provided below.
About the
code
– Details how the code is applicable to all
colleagues and partners who act as an
extension of our business including consultants,
suppliers and joint venture partners.
– Details of our ‘Speak Up’ service are included
which is our whistleblowing system – further
details on page 91.
We are
commied
to ethical
and safe
working
The policies included in this section are:
– Whistleblowing policy
– Equal Opportunities policy
– Health and Safety policy
– Conict of Interest policy
The section sets out how we respect others, promote
well-being and safety and avoid conicts of interest.
We act with
integrity
The policies included in this section are:
– Records retention policy
– Anti-facilitation of tax evasion policy
– Anti-bribery and corruption policy
– Gis and hospitality policy
– Expenses policy
– Sanctions policy
– Employee Share Dealing code
The section sets out how we keep accurate records,
actively prevent illegal transactions, do not tolerate
any form of bribery and corruption and the approach
we take to gis and hospitality. We follow trade
sanctions and explain the prohibition on insider
dealing. We compete honestly and fairly.
We operate
responsibly
The policies included in this section are:
– Cyber Incident Policy
– Acceptable Use Policy
– Data Classication Policy
– Guide to Working with Procurement
– Third Party Code of Conduct (more details on
page 89)
– Global Data Protection
– Standards and Procedures
This section sets out how we protect our assets and
information and the personal information and
data from our colleagues, customers and clients.
We value and respect our partners and source
responsibly, ethically and lawfully.
Employee Code of Conduct
The Ascential Code sets out our key compliance commitments,
and expectations in terms of ethical and lawful conduct for our
people and external partners.
It is available in English, Simplied Chinese and Brazilian
Portuguese for our colleagues.
The code of conduct is broken down into four sections:
88 Environmental Social and Governance continued
To best serve our customers we require a truly global
supply chain. We also recognise that responsible
and ethical sourcing is key to our success. Our Third
Party Code explains our ethical approach to doing
business and the standards we expect all our
suppliers to abide by as well as what we expect of
our suppliers’ subcontractors.
During 2022, we added Climate Change risk as
anew standard in our Third Party Code of Conduct
to address the risk climate change has in our
supplychain.
Main principles of Third Party Code of Conduct:
No forced, involuntary or child labour
— There is no forced, involuntary or debt bonded
labour in any form including slavery or tracking
of persons. There are no workers under the
age of 15, or where it is higher, the mandatory
school leaving age in the local country. The
use of legitimate workplace apprenticeship
programmes, which comply with all laws and
regulations, is supported.
Freedom of association
— Workers, without distinction, have the right to
associate freely, join or not join labour unions,
seek representation and join workers’ councils
as well as the right of collective bargaining in
accordance with local laws.
Diversity and equality
— There is equality of opportunity and treatment
regardless of physical aributes or condition
(including pregnancy), gender, religion (or
absence of such beliefs), political opinion,
nationality, sexual orientation, age or ethnic
background. Equal pay for work of equal value
issupported. Discrimination or intimidation
towards and between employees is opposed,
including all forms or threats of physical and
psychological abuse.
Business integrity
— There is no tolerance of any form of corruption,
bribery, fraud, extortion or embezzlement and
business is conducted in a manner that avoids
conicts of interest.
Fair competition
— Fair business, advertising and competition
aresupported.
Intellectual property, privacy
and data security
— There is respect for and protection of intellectual
property rights, data and condential
information to safeguard it against and
prohibit loss and unauthorised use, disclosure,
alteration or access. Our intellectual property and
condential information are handled and data
processed on our behalf only for the purposes
for which they were made available, received
or collected in accordance with the reasonable
directions provided by us.
Business continuity
— Any disruptions of business are prepared for
(including but not limited to natural disasters,
pandemic, terrorism or cyber aacks). Risks are
frequently assessed, and appropriate controls put
in place and regularly tested.
Quality, health, safety and environment
— All required quality, health, safety and
environment related permits, licences and
registrations are obtained, maintained and
keptup to date and their operational and
reporting requirements are followed. Proper
provision ismade for the health, safety and
welfare ofemployees, visitors, contractors,
thecommunityand the environment.
— Health, safety and environmental risks
are regularly assessed, and appropriate
controls are put in place bearing in mind the
prevailingknowledge of the industry and of
anyspecic hazards.
Climate Change risk
— We require adherence to all applicable
environmental laws and regulations, to
appropriately mitigate climate change risk. We
assess environmental impact in our supply chain
with respect to any or all of the following: carbon
emissions, energy consumption, travel, water
consumption, single use plastics, paper usage
and operational waste. Our expectation is that
our suppliers and supply chain cooperate and
contribute to reducing the environmental impact
of their products and services.
Third-Party Code of Conduct
Read more
The full Third Party Code of Conduct is
available on our website: ascential.com
89Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Audit Commiee Oversight
The Director of Compliance reports to
theAudit Commiee at least annually
with ratings for group-wide compliance
across each of our eleven identied
compliance pillars.
Modern Slavery
We have a zero-tolerance approach to
Modern Slavery of any kind. Our work to
eliminate Modern Slavery is supported
bycustomers, suppliers and Ascential
employees.
We assess the risk of Modern Slavery in our
internal operations and our external supply
chain against criteria including: (i)
geography (countries where bonded labour
is more prevalent); (ii) sectors (the nature of
product or service procured or supplied and
whether it is typically associated with unfair
labour practices); and (iii) the nature of our
business operations. Our assessments are
informed by sources such as the Walk
FreeFoundation.
High and medium-risk suppliers are
required to adopt our Third Party Code of
Conduct and to complete a questionnaire
designed to identify any areas of
non-compliance with that code, as well as
conrm that our supply chain is slavery
and human-tracking free.
We reserve the right to terminate the
business supplier relationship without
consequence or liability if a supplier fails
to full the minimum standards we expect.
Our full Modern Slavery Statement, which
has been approved by the Board of
Ascential, is available on our website
ascential.com/about us
Data privacy, personal data and
cyber security
Data is integral to Ascential and our
colleagues analyse and share data every
day in providing services to customers. It is
critical to our business that we protect this
data, manage it responsibly, and ensure
we are collecting and storing it in the most
compliant, secure and eective way.
Our global cyber security, data privacy
and data protection policies are
standardised across our brands and apply
across our whole technology estate. We
keep these policies updated by
undertaking regular audits, the results
ofwhich are shared annually with the
Audit Commiee.
Our suppliers commit to following our
data security and privacy controls. We
manage this process through our initial
supplier due diligence and ongoing
through contract management.
Data Privacy
In 2022 we created a Data Privacy Hub,
which provides policies, processes and
information to help support the business
to manage and maintain data privacy
compliance across the organisation.
Housing this information in one place has
helped embed the approach across the
business and enable quick onboarding
with new acquisitions into our data
privacy and safety approach.
Our eight commitments to data privacy
and protection are:
— Being lawful
— Being fair and transparent
— Respecting individual rights
— Minimising data collection, keeping
accurate and up-to-date data, and
following retention policies
— Protecting personal data
— Appropriate safeguards for cross-
border data transfers
— Good governance
— Accountability
Ascential has in place a governance
structure to ensure that there is
appropriate senior management
responsibility and oversight. This includes:
— Data Privacy Steering Commiee which
is aended by senior business
executives. The minutes from the
Commiee meetings are distributed to
the CEO, CFO and COO.
— Ascential’s Legal and Compliance Team
and Internal Audit evaluate, test and
report on the Ascential group entities’
compliance with the policy to the Audit
Commiee annually.
— Independent audits are conducted
regularly, Ernst and Young conducted an
audit in 2021, and reported its ndings
directly to the Audit Commiee. Data
privacy will remain on the internal audit
plan for future periods.
Personal Data
The B2B nature of our business means that
we hold very limited quantities of personal
data, outside of employee data. We have
in place group-wide privacy policies which
apply to all personal data processed by
the Ascential group as a data controller
for our own purposes.
Compliance
Policies
90 Environmental Social and Governance continued
Ascential takes steps to ensure it only
processes personal data for specic and
lawful purposes which are dened and
explained to individuals when we process
their data. Our use of such personal data
is limited to those purposes and if this
changes, we make sure the new purposes
are provided to individuals prior to the
commencement of such processing.
We respect the rights that individuals
have in relation to their personal data and
have processes in place to recognise and
respond to individuals wishing to exercise
these rights.
We ensure that personal data is kept up to
date and not retained for longer than the
purposes for which it was collected.
Individuals may request deletion of their
personal data which is actioned at a
Brand level by our Privacy Champions.
Data Collection Guidelines
We have created a set of guidelines for
relevant internal teams and third-party
suppliers which set out our standards with
regards to data harvesting. The guidelines
have a clear set of ‘do’s and don’ts’ with
regards to data collection. In 2022 we
developed a new policy on handling and
using anonymised data, working closely
with relevant teams to implement
processes and testing to ensure the data
was eectively anonymised.
Sta Training
All employees are required to undertake
data privacy and security training as part
of Ascential’s Code of Conduct annual
awareness training, which is also provided
to new employees as part of their induction.
Targeted data privacy training is delivered
annually to those areas of the business
assessed as higher risk and to subject-
maer experts (including Privacy
Champions).
Cyber security
We have global information security
policies and procedures to manage and
maintain data security breaches.
We are commied to implementing leading
data security safeguards and continue to
deploy technical solutions to strengthen the
management of data security and data
privacy risk. These include:
— multi-factor authentication
— data loss prevention
— access and controls to systems and
regular auditing of account access
— monitoring of compliance with our
cloud security framework.
The results of the 2022 Cyber Security
Audit were shared with the Audit
Commiee and progress against any
recommended actions arising from the
audit is tracked by Internal Audit.
All of our colleagues took part in Cyber
Security training during the year with the
Cyber team presenting live focussed
sessions and generating good audience
participation to ensure understanding
and engagement.
Whistleblowing Policy
We have a formal whistleblowing policy
which encourages all sta to report
suspected wrongdoing, in the knowledge
that their concerns will be taken seriously
and investigated appropriately and that
their condentiality will be respected.
Wrongdoing includes failure to comply
with legal obligations or regulations,
including bribery and corruption.
The policy also aims to reassure sta that
they should be able to raise genuine
concerns without fear of reprisals, even if
they turn out to be mistaken.
Our ‘Speak Up’ whistleblowing tool was in
place throughout the year and colleagues
can access details via the Code of Conduct
on both the website and Intranet. We also
have in place a condential helpline
operated by an independent third party.
All incidents that are reported to us are
uploaded into our case tracking and
monitoring system, and are investigated,
managed and tracked to completion.
The Audit Commiee receives a report of
all such incidents, together with the
actions taken to investigate and resolve
the complaint.
Anti-bribery and corruption
We have a formal anti-bribery and
corruption policy which applies to all
Ascential companies, Ascential employees
and associated third parties.
We dene a bribe as anything of value
given in an aempt to aect a person’s
actions or decisions in order to gain or
retain a business advantage. We dene
corruption as the misuse of a public oce
or power for private gain or the misuse of
private power in relation to business
outside the realm of government.
Our anti-corruption policy prohibits
oering, promising or giving a bribe;
requesting, agreeing to receive, or
accepting a bribe; and bribing a foreign
public ocial to obtain or retain business
or a business-related advantage.
91Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
The policy highlights areas where there is
a higher risk of corruption:
— Journalists and editorial sta: specic
risks that certain conduct may amount to
bribes, for example the use of payments
to improperly receive information,
inuence editorial decisions, write or
publish an article with a particular focus
not in keeping with journalistic integrity
or reveal source information.
— Operations and procurement:
employees who contract with
associated third parties to supply
services are required to be transparent
about gis or free services oered to
incentivise sta to pick that supplier or
venue over another and must comply
with the Gis and Hospitality policy.
— Facilitation payments: these are unocial
payments made to public ocials to
secure or expedite the performance of a
duty or function. Facilitation payments
are specically prohibited.
— Due diligence and contract terms: all
wrien contracts with third parties should
include anti-bribery and corruption
representations and warranties allowing
for immediate termination of the contract
if another contracting party or their agent
pays or accepts bribes in connection with
our business.
— Gis and Hospitality: our Gis and
Hospitality policy is communicated to
all employees, along with annual and
new employee induction training to
raise awareness. The policy and training
communicate to employees: (i) that gis
or entertainment given or received must
not give a feeling of an obligation or an
incentive to behave in a certain way, (ii)
the value limits of gis and hospitality
that employees may give and receive,
and (iii) the requirement, prior to giving
or receiving above certain limits, to
declare on a centrally maintained
register and obtain approval.
The policy also provides details of how
employees can ask advice or report any
suspected bribery or corruption to an
independent third-party helpline, and
explicitly conrms that no employee will
be penalised for losing business by
refusing to accept or oer a bribe.
The Ascential Board has appointed the
Audit Commiee to review this policy and
the Audit Commiee periodically monitors
and audits compliance.
Tax Strategy
The Board is ultimately responsible for
Ascential’s tax strategy and we are
commied to maintaining full compliance
with all relevant laws and regulations in
the countries in which we operate.
We take a low-risk approach to tax
planning and we have a strategic
objective to achieve a low-risk status as
determined by HMRC’s Business Risk
Review process.
We seek to obtain this status through:
— Paying the right amount of tax on time
— Submiing all tax returns on a timely
basis
— Ensuring that tax returns include
sucient detail to enable the tax
authorities to form an accurate view of
the aairs of the company ling the
return with an adequate supporting
audit trail and sign-o process
— Maintaining tax accounting
arrangements which are robust
and accurate and comply with local
regulations as well as with the Senior
Accounting Ocer provisions in the UK.
Working closely with the tax authorities at
all times we seek to ensure that our tax
aairs are transparent and sustainable for
the long term. We publish our tax strategy
on our website to allow stakeholders,
including shareholders, governments,
colleagues and the communities in which
Ascential operates, to understand our
approach to taxation.
Health & Safety
We have a comprehensive risk
management process in place, and
through this we identify risks to people’s
health, safety and wellbeing and put in
place measures to manage them
appropriately.
The main features of the Ascential safety
organisation are:
— Safety Commiee – which reports to the
Executive Commiee, and
— Safety Working Group – which reports to
the Safety Commiee and includes
Safety & Wellbeing Champions
The Safety Commiee is chaired by the
Chief People Ocer. It meets quarterly
and includes representation from each
division and corporate functions. All
accidents and near miss incidents are
reported to the Safety Commiee, with
safety performance statistics collated
quarterly.
The Safety Commiee reports to:
— Group Executive Leadership Team
— Group and Divisional Risk Commiees
— Audit Commiee
Our objective is to ensure that everyone in
Ascential is fully aware of potential safety
risks and of everyone’s role in ensuring
that we take appropriate care of the
safety, health and welfare of people in our
oces, aending our events or travelling
for business.
We follow the Plan-Do-Check-Act
management system:
— Plan – publishing on the intranet our
Health & Safety Policy and internal
safety management structure;
— Do – assessing risk and holding regular
reviews to ensure we are complying with
our policy;
— Check – investigating all accidents,
incidents and near miss events to
identify areas for improvement or
non-compliance; and
— Act – training and educating our people
and taking corrective action where
necessary.
For further information on our Health
and Safety management in 2022 please
see the update on page 61 of our
People section.
92 Environmental Social and Governance continued
Cannes Lions: A Case Study
on Sustainability
Our ambition was to make the 2022 Cannes Lions International Festival of
Creativity the most sustainable yet. This included a focus on sustainable operations
and on puing sustainability as a core pillar across the festival’s content.
— Creating a sustainable area in the Foyer
Debussy for international non-prot Act
Responsible, with cardboard base walls
and re-used furniture.
— Encouraged partners to collaborate
with Givsly, who oered sponsors and
partners an alternative to material
giveaways. Festival sponsors could
givedelegates the opportunity to opt
out of taking materials and instead
theSponsor gives a donation to a
non-prot.
Sustainable Content:
We value the position we have to raise
awareness of a sustainable future. We
willcontinue to leverage the LIONS
brandto drive sustainability throughout
the Festival, give a platform to the
industry to track progress and harness
creativity at Cannes Lions to help nd
solutions. Through the Lions Awards we
are able to champion and spotlight the
work that is using creativity to drive
progress in this area.
Some of the work recognised in
2022 includes:
These awards include:
— The Grand Prix Winner in the Creative
Business Transformation Lions went to
Piñatex’ by L&C New York. By using
waste pineapple leaves to create a
vegan and cruelty free leather
alternative, Dole Sunshine Company
together with Ananas Anam
contributed to the circular economy,
while empowering independent local
farmers through increased income
channels.
— The Grand Prix award in the Innovation
Lions went to Suncorp Group’s ‘One
House to Save Many’ prototype home
in Australia which was resilient to
extreme weather conditions. This aims
to solve the societal and environmental
issues of building and rebuilding homes
destroyed due to climate change. They
have collaborated with the Australian
government to make their ndings
publicly available.
— The Sustainable Development Goals
Lion was introduced in 2018 to celebrate
initiatives which seek to positively
impact the world. In 2022, Lions
collaborated with WeTransfer to
promote the free carbon footprint
calculating tool Doconomy.
Sustainable Giving:
As part of the Festival’s ongoing
commitment to driving action on
sustainability, all 2022 Sustainable
Development Goals Lions entry fees have
been donated to ve Lion-winning
charities. Each non-prot, who are actively
supporting the ambitions of the United
Nations’ Global Goals across the world,
has received an equal share of €226,860.
The ve charities are all ghting for vital
causes from birth control rights, to
freedom of speech, and food poverty to
disability awareness.
On top of this, the entry proceeds from the
Glass Lion were donated to causes
promoting gender equality, seeing a
further €51,760 being split between the
Unstereotype Alliance and the Geena
Davis Institute for Gender in Media.
Sustainable Operations:
— In 2022 we oset all sta and Jury
ights – this totalled 865 tonnes of
CO2e which was oset through socially
responsible initiatives.
— Solar charging stations were used
across the Festival site to utilise sun
exposure as an alternative to non-
renewable power.
— There was a ban on physical yposting
and printed Festival guides to avoid
printed material going to waste.
— There were more water fountains
available around the site to reduce the
purchase of one-use boles.
— We produced a ‘Green Supplier Guide’
to help our suppliers to understand how
they can work more sustainably e.g.
reducing single-use plastic, eating in
season and re-using set builds.
Carbon footprinting the event:
At the core of sustainable operations
wasmeasuring and assessing the
carbonemissions and waste output
of our2022 event.
This involved:
— Using the impact measurement tool
TRACE Isla to assess our carbon
emission and waste gures. This took
into account energy usage, production,
catering, travel and transport.
— By starting to measure these metrics
forthe rst time, we are developing
anevent emissions baseline which will
be used for opportunity scoping and
target seing.
Reducing waste:
In 2022, we partnered with not-for-prot
organisation ‘GreenBee Event Upcycling’
which led to a positive social impact in the
local Cannes area by:
— Donating of two built elements from the
main event venue to an elementary
school.
— Providing printed PVC boards to an
association in Cannes which promotes
sustainability in the South of France.
93Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
94
Governance
report
Chairman’s introduction 96
Governance at a glance 98
Board of Directors 100
Governance framework 102
Audit Commiee report 107
Nomination Commiee report 114
Report of the Remuneration Commiee 116
Directors’ remuneration policy 118
Annual report on remuneration 126
Directors’ report 133
95
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
96 Chair’s introduction
Chair’s
introduction
Dear Shareholder,
We have demonstrated our commitment to corporate
governance through our full compliance with the UK
Corporate Governance Code (“the Code”) throughout 2022.
The requirements of the Code are summarised on page 102,
along with a reference to where we set out in detail how we
have complied with its various provisions.
We delivered double digit revenue growth across all four
segments in 2022, achieved though continued expansion within
out aractive end markets and the strong return of our high
quality events. You can read more about our performance in
the Chief Executive’s statement on page 6.
Strategic Review
As announced in January 2023, aer a comprehensive review
process, the Board announced its intention to proceed with a
series of interdependent actions including disposal of WGSN,
the demerger and US listing of Digital Commerce, and the
continued LSE listing of our premium, global Events business.
We have initiated the actions and are actively engaging with
shareholders prior to seeking approvals.
Leadership
Following the Board expansion in 2021, we did not make
any additional Board appointments in 2022. However, Funke
Ighodaro stepped down from the Board on 9 September 2022
and Paul Harrison resigned as Executive Director and Chief
Operating Ocer in 2023. Paul will actively participate in the
execution of the strategic review plan until he leaves the
Company and Board on 31 May 2023.
We conducted a Board strategic review in November 2022 to
assess whether the capabilities and experience of the Board was
aligned to those required to support the Company’s achievement
of its business strategy, both before and aer the proposed
consummation of the strategic alternative initiatives. The
outcome of that review is that the Board is well-aligned to the
composition and strategic requirements of the business as the
business exists today and that a separately listed Digital
Commerce business will require an independent Audit Chair with
relevant experience on US public company boards. You can read
more about that process in the Nomination Commiee report on
page 114 and see more detail on our directors’ capabilities and
experience on page 100.
We have continued to focus on ensuring that organisational
resources are matched to the Company’s strategy and that
succession plans are satisfactory for short term changes and
for the long-term.
Strong governance, alongside
the Company’s values and
behaviours, underpins the
integrity of our operations,
and delivers and preserves
shareholder value.”
Sco Forbes
Chair
97Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Conicts of interest
The Board has a dened process for managing conicts of
interest or potential conicts of interest. It is recognised that the
proposed transactions could give rise or be perceived to give
rise to potential conicts of interests for Directors. We have
introduced further measures that both prepare our businesses
for a post-separation environment as well as manage both
potential and perceived conicts of interest.
Throughout 2022 to date, non-executive directors not associated
with a future US listed Digital Commerce company have met
independently as a group and have taken advice from legal
counsel with respect to conicts, duties and responsibilities.
Furthermore, our Senior Independent Director Rita Clion has
led recurring meetings with the designated CEO and CFO of the
Events business in preparation for operating as an LSE listed
company. Non-executive Directors have met independently
of the executives and both the Chair and Senior Independent
Director have separately engaged directly with shareholders.
Eectiveness
It is a key part of good governance that the Board and its
Commiees undertake an annual evaluation to ensure that it
continues to operate eectively. In accordance with the Code and
our three-year performance evaluation cycle, this evaluation was
facilitated by Korn Ferry for 2022. The Board evaluation process
conrmed that the Board has worked eectively during the year,
with the diversity of experience, knowledge and background
providing a good breadth of skills. Non-Executive Directors
conrmed that they felt highly engaged, and suciently involved
in strategy formulation and felt able to be suciently challenging
and supportive of management. All Directors will oer themselves
for re-election at the forthcoming Annual General Meeting. Full
details of the evaluation methodology and its outcome are set
out on page 115.
The Non-Executive Directors devote considerable time to
developing their knowledge and understanding of the business.
In addition to formal Board meetings, the Directors aend an
annual osite meeting to review strategy. These extended
meetings also give the Board the opportunity to hear directly
from the wider senior leadership team.
Several of the Non-Executive Directors aended Money20/20
in Las Vegas during the year, giving them the opportunity to
observe the quality of the event and the value that it brings to
customers. Details of the Board’s engagement with the business
are set out on page 105.
Accountability
The Board considers principal and emerging risks throughout the
year, as well as formally reviewing the Company’s principal risks.
The Audit Commiee reviews the system of internal controls and
risk management, and reports this work to the Board which then
conrms the eectiveness of internal controls in place throughout
the year.
You can read more about our principal risks and risk
management framework on page 48 , and on the work of the
Audit Commiee on page 108.
Diversity
Our practice of conducting periodic internal and externally
facilitated Board reviews has become a proven way of ensuring
that our Board is comprised of Directors with a diversied range
of capabilities as well as business, board and life experience. We
believe that Directors with diverse experience best position the
Board to assist the Company to achieve its evolving business
strategy and success. A board that is diversied is an ideal
platform for global expansion and recognising and adapting
to changing consumer behaviours and is beer prepared to
respond to evolving industry trends and act upon new business
opportunities.
As at 31 December 2022, Board composition was 60% female
and 10% under-represented minority ethnic groups, which also
satises the targets set by the Hampton Alexander and Parker
reviews respectively. Our annual Diversity, Equity & Inclusion
report outlines the progress against the targets we set for 2022
and will be published in April 2023. You can read more about our
diversity and inclusion statistics and commitments on page 86.
Relations with shareholders
As Chairman, I am responsible for eective communication with
shareholders and for ensuring that the Board understands the
views of major shareholders. Our extensive investor programme
is active throughout the year and is set forth on page 106. The
Board receives feedback from investor meetings from me and
the Executive Directors, and is further informed by the Company’s
brokers who report extensive feedback from investors on an
unaributed basis. You can read more about how we engage
with our investors on page 106.
Conclusion
I hope you nd this report useful in understanding the
arrangements and processes we have in place, and what we have
done to comply with the recommendations of the Code. I believe
that your Board remains eective and continues to work well.
We have the right balance of skills, expertise and professionalism
to continue to deliver strong governance whilst supporting the
Executive Directors to execute the strategy we have designed
to maximise value for shareholders.
Sco Forbes
Chair
3 April 2023
98 Governance
Governance at a glance
Highlights 2022
— Concluded its strategic review and announced our intention
to pursue a series of interdependent transactions intended
to maximise shareholder value
— Approved the acquisition of Sellics and Intrepid to further
develop our Digital Commerce capabilities
— An externally-facilitated Board eectiveness review
conrmed that the Board has worked eectively during the
year, with the diversity of experience, knowledge and
background providing a good breadth of capabilities.
— Reviewed progress against the ESG and DEI targets set for 2022
Aendance
We have 6 scheduled Board meetings each year, including
anosite strategy meeting. Additionally, we held 2 ad-hoc
meetings during 2022 to consider and approve acquisitions
orminority investments. Due to the nature of the transaction
process, these meetings are oen called at relatively short notice
however the Directors had already been briefed on the proposed
acquisition. Prior to the meeting, all directors unable to aend
receive the relevant supporting documents, have sucient time
to ask questions and receive answers, and provide their proxy
vote in respect of the transaction to the Chairman.
The aendance by Directors at Board meetings during 2022 was:
— Ensure that the Board’s of Digital Commerce and Ascential
plc are structured so that the skills and competencies of its
directors align to its strategy, operational agenda and
governance requirements of each company
— Adopt a deliberate and transparent approach to
governance as the Board progresses with its proposed
transactions such that potential conicts of interest are
appropriately managed and the Board operates in the best
interests of shareholders overall.
Priorities 2023
Geographical experience
1 Audit and Finance
2 Business Integration and
operational transformation
3 Consumer Packaged Goods
Experience
4 ESG
5 Global Account Sales
6 Human Resources and
Talent Management
7 Investor Relations
8 Leading-edge Digital
Commerce
9 Listed environment
10 Strategy & Risk
90%
50% 50%
60% 60%
80% 80%
60%
90%
100%
1 2 3 4 5 6 7 8 9 10
80%
90%
60%
30%
40%
China & AsiaLATAMEMEAUSUK
Director
Meetings
aended
– scheduled %
Meetings
aended
– ad hoc %
Sco Forbes (Chair) 6/6 100 2/2 100
Duncan Painter (CEO) 6/6 100 2/2 100
Mandy Gradden (CFO) 6/6 100 2/2 100
Paul Harrison (COO) 6/6 100 2/2 100
Funke Ighodaro (NED) 2/3 67 2/2 100
Rita Clion (NED) 6/6 100 2/2 100
Suzanne Baxter (NED) 6/6 100 1/2 50
Joanne Harris (NED) 6/6 100 2/2 100
Gillian Kent (NED) 6/6 100 2/2 100
Charles Song (NED) 6/6 100 2/2 100
Judy Vezmar (NED) 6/6 100 2/2 100
Experience
The Board has a wide range of experience and capabilities
aligned to the Board’s strategic and operational agenda
and geographical spread of the business:
99Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Composition
The Board comprises a majority of Independent
Non-Executive Directors: (as at 31 December 2022)
2022 2021
2022
2021
2022 2021
2022
2021
* We understand BAME is an imperfect term. We
have used it here, as when comparing race data
across regions it’s the most commonly used
aggregate term.
Diversity
The diversity of our Board composition, both in terms
of gender and ethnicity, is shown below:
Time
The Board has a rolling twelve month forward agenda to
ensure that appropriate time is allocated to all aspects of
its remit, including sucient capacity for forward looking
strategydiscussions:
Corporate governance % %
Capital allocation and budget % %
Performance, operations & risk % %
Strategy % %
Investor relations % %
Acquisitions % %
2022 2021
Independent Director tenure
We have a balance of the length of tenure amongst our
Independent Non-Executive Directors:
(as at 31 December 2022)
Number % Number %
0-3 years % %
4-6 years % %
Chairman & Chief Executive % %
Other Executive Directors % %
Independent NEDs % %
Gender
Male
Female
Ethnicity
White
Black, Asian or Minority Ethnic*
Sco Forbes
Chairman
Duncan Painter
Chief Executive
Ocer
Mandy Gradden
Chief Financial
Ocer
Appointed to the Board
January 2016
Meetings aended
8/8
Independent
Yes (on
appointment)
Commiees
Key areas of prior experience
Board and commiee chairing,
business strategy, digital marketplaces,
operations, nance, mergers &
acquisitions and capital markets.
Current external appointments
— Chairman, Cars.com
— Senior Independent Director, Auction
Technology Group plc
Previous experience
— Chairman, Rightmove plc
— Chairman, Orbitz Worldwide
— Non-Executive Director,
TravelportWorldwide
— Group Managing Director, Cendant
Europe
Appointed to the Board
October 2011
Meetings aended
8/8
Independent
No
Commiees
–
Key areas of experience
Digital Commerce, digital media,
consumer intelligence systems, mergers &
acquisitions, business integration,
operations, transformation.
Current external appointments
— Non-Executive Director, ITV plc
Previous experience
— Managing Director, Sky plc
— Global Product Leader, Experian plc
— Founder and Chief Executive Ocer,
ClarityBlue
Appointed to the Board
January 2013
Meetings aended
8/8
Independent
No
Commiees
–
Key areas of experience
Chartered accountant, corporate nance,
mergers & acquisitions, nancial
restructuring, transformation.
Current external appointments
— Deputy Chair, Listing Authority Advisory
Panel, FCA
Previous experience
— Non-Executive Director, and
Chair of Audit Commiee, SDL plc
— CFO, Torex Retail Holdings Limited
— CFO, Detica Group plc
— Telewest plc
— Dalgety plc
— Price Waterhouse
Gillian Kent
Non-Executive
Director
Appointed to the Board
January 2016
Meetings aended
8/8
Independent
Yes
Commiees
Key areas of prior experience
Digital media, marketing, brands,
remuneration, transformation, technology,
strategy and voice of the consumer &
customer
Current external appointments
— Non-Executive Director, Mothercare plc
— Non-Executive Director, SIG plc
— Non-Executive Director, Marlowe plc
— Non-Executive Director, THG plc
Previous experience
— Non-Executive Director, Pendragon plc
— Non-Executive Director, NAHL Group plc
— Non-Executive Director, Dignity plc
Suzanne Baxter
Non-Executive
Director
Appointed to the Board
January 2021
Meetings aended
7/8
Independent
Yes
Commiees
Key areas of prior experience
Chartered accountant, corporate nance,
mergers & acquisitions, business services,
audit, transformation.
Current external appointments
— NED and Audit Chair, Auction Technology
Group plc
— External Board member, Pinsent Masons
International LLP
— Independent Non-Executive, Public
Interest Body of PricewaterhouseCoopers
Previous experience
— Audit Commiee Chair, WH Smith plc
— CFO, Mitie Group plc
Joanne Harris
Non-Executive
Director
Appointed to the Board
1 April 2021
Meetings aended
8/8
Independent
Yes
Commiees
–
Key areas of prior experience
Business integration, transformation, CPG,
global account consultancy sales, talent
management, digital commerce, voice of
consumer & customer
Current external appointments
— Board member, UC Health
Previous experience
— Chief Commercial Ocer, Staples Inc
— Chief Customer Ocer, Procter &
Gamble
— Global President Beauty & Personal
Care, kdc/one
100 Board of Directors
Our experienced and
eective leadership
Judy Vezmar
Non-Executive
Director
Appointed to the Board
January 2016
Meetings aended
8/8
Independent
Yes
Commiees
Key areas of prior experience
Global portfolio leadership, talent
management, remuneration, voice of the
consumer, global account management
Current external appointments
— Non-Executive Director and Employee
Non-Executive Director, SSP Group plc
Previous experience
— CEO, LexisNexis International
— Executive, Xerox Corporation
— Non-Executive Director, Rightmove plc
Charles Song
Non-Executive
Director
Appointed to the Board
October 2020
Meetings aended
8/8
Independent
Yes
Commiees
–
Key areas of prior experience
Financial technology, business building,
global capital markets, investment
banking, commercial banking and
corporate nance.
Current external appointments
— Chairman and CEO, Linklogis
— Director and Vice Chairman, Greenlink
Digital bank
— Director and Chairman, Olea
Previous experience
— President and CEO, China Resources Bank
— Strategy Adviser, Tencent
— Global Head of Trust Services, HSBC
The Board is commied to maintaining very high
standards of corporate governance and ensuring values
and behaviours are consistent across the business.
Paul Harrison
Chief Operating
Ocer
Rita Clion
Senior Independent
Director
Key to commiees
Commiee Chair
Audit page 107
Nomination page 114
Remuneration page 116
Appointed to the Board
January 2016 as NED
January 2021 as COO
Meetings aended
8/8
Independent
No (from
1 October 2020)
Commiees
–
Key areas of experience
Chartered accountant, strategy and
corporate nance, mergers & acquisitions,
capital markets, audit, voice of consumer
Current external appointments
— Non-Executive Director and Chair of
Audit Commiee, Darktrace plc
Previous experience
— CFO, Just Eat plc
— Senior Independent Director and Chair
of Remuneration Commiee, Hays plc
— Non-Executive Director and Chair of
Audit Commiee, Hays plc
— CFO, Wandisco plc
— CFO, The Sage Group plc
— Price Waterhouse
Appointed to the Board
May 2016
Meetings aended
8/8
Independent
Yes
Commiees
Key areas of prior experience
Brands, brand strategy, business
leadership, global account sales, CPG
voice of consumer.
Current external appointments
— Deputy Chair, John Lewis Partnership
— Chair, Forum for the Future
— Trustee, Green Alliance
Previous experience
— Non-Executive Director, Nationwide
Building Society
— Non-Executive Director, Asos plc
— Vice Chair and Strategy Director, Saatchi
& Saatchi
— CEO and Chair, Interbrand
— NED, Sustainable Development
Commission & Trustee and Fellow, WWF
101Ascential plc Annual Report 2022
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102
Governance framework
Governance framework
How we comply with the UK Corporate
GovernanceCode
The UK Corporate Governance Code 2018 applied to Ascential for
the year ending 31 December 2022. This section of the report
explains how we have complied with the Code by summarising
the provisions of the Code and linking to where we describe how
we have complied in more detail.
Section 1: Board Leadership and Company Purpose
A successful company is led by an eective and entrepreneurial
board, whose role it is to promote the long-term sustainable
success of the company, generating value for shareholders and
contributing to wider society. (See the Directors’ biographies on
pages 100 to 101 for more information).
The Board should establish the company’s purpose, values and
strategy, and satisfy itself that these and its culture are aligned.
All Directors must act with integrity, lead by example and
promote the desired culture. (See the governance framework on
pages 102 to 106 for more information).
In order for the company to meet its responsibilities to
shareholders and stakeholders, the Board should ensure eective
engagement with, and encourage participation from, these
parties. (See the stakeholder engagement section on pages 62 to
69 for more information).
The Board should ensure 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 maers of concern. (See the sections on ESG on page 70
and the Whistleblowing section of the Audit Commiee Report on
page 91 for more information).
Section 2: Division of Responsibilities
The Chair leads the Board and is responsible for its overall
eectiveness in directing the Company. They should demonstrate
objective judgement throughout their tenure and promote a
culture of openness and debate. In addition, the Chair facilitates
constructive Board relations and the eective contribution of all
non-executive directors, and ensures that Directors receive
accurate, timely and clear information (See the governance
framework on page 103 for more information).
The Board should include an appropriate combination of
Executive and Non-Executive (and in particular, Independent
Non-Executive) Directors, such that no one individual or small
group of individuals dominates the Board’s decision-making.
There should be a clear division of responsibilities between the
leadership of the Board and the executive leadership of the
Company’s business. (See the governance framework on page
103 for more information).
Non-Executive Directors should have sucient time to meet their
Board responsibilities. They should provide constructive
challenge, strategic guidance, oer specialist advice and hold
management to account. (See the governance framework on
page 105 for more information).
The Board, supported by the Company Secretary, should ensure
that it has the policies, processes, information, time and resources
it needs in order to function eectively and eciently. (See the
governance framework on page 103 for more information).
Section 3: Composition, Succession and Evaluation
Appointments to the Board should be subject to a formal,
rigorous and transparent procedure, and an eective succession
plan should be maintained for Board and senior management.
Both appointments and succession plans should be based on
merit and objective criteria and, within this context, should
promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. (See the Nomination
Commiee report on page 114 for more information).
The Board and its commiees should have a combination of
skills, experience and knowledge. Consideration should be given
to the length of service of the Board as a whole and membership
regularly refreshed. (See the Nomination Commiee report on
page 114 for more information).
Annual evaluation of the Board should consider its composition,
diversity and how eectively members work together to achieve
objectives. Individual evaluation should demonstrate whether
each director continues to contribute eectively. (See the
Chairman’s introduction to governance on page 96 and the
Nomination Commiee report on page 114 for more information).
Section 4: Audit, Risk and Internal Control
The Board should establish formal and transparent policies and
procedures to ensure the independence and eectiveness of
internal and external audit functions and satisfy itself on the
integrity of nancial and narrative statements. (See the Audit
Commiee Report on page 107 for more information).
The Board should present a fair, balanced and understandable
assessment of the Company’s position and prospects. (See the
Audit Commiee Report on page 111 for more information).
The Board should establish procedures to manage risk, oversee
the internal control framework and determine the nature and
extent of the principal risks the Company is willing to take in order
to achieve its long-term strategic objectives. (See the Risk
Management section on page 48 for more information).
Section 5: Remuneration
Remuneration policies and practices should be designed to
support the strategy and promote long-term sustainable success.
Executive remuneration should be aligned to company purpose
and values, and be clearly linked to the successful delivery of the
company’s long-term strategy. (See the Annual Statement from
the Chair of the Remuneration Commiee on page 116).
A formal and transparent procedure for developing policy on
executive remuneration and determining director and senior
management remuneration should be established. No director
should be involved in deciding their own remuneration outcome.
(See the Directors’ Remuneration Report on pages 116 for more
information).
Directors should exercise independent judgement and discretion
when authorising remuneration outcomes, taking account of
company and individual performance, and wider circumstances.
(See the Remuneration Report on page 116 for more information).
103Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
A strong governance framework
Role and operation of the Board
The Board has ultimate responsibility for the overall leadership of
Ascential. It oversees the development of a clear strategy,
monitors operational and nancial performance against agreed
goals and objectives, and ensures that appropriate controls and
risk systems exist to manage risk.
The Board has agreed a schedule of maers reserved for its
decision or approval:
— Strategy, annual budgets and medium-term plans
— Annual and interim results
— Material acquisitions and disposals and contracts
— Establishment of risk appetite, review of principal risks and
approval of both
— Ensuring that a sound system of internal control and risk
management is maintained
— Changes relating to the Company’s capital structure
— Approval of dividend policy
— Changes to Board composition
At the date of this report, the Board comprises ten Directors; the
Chairman, the Chief Executive, the Chief Financial Ocer; the
Chief Operating Ocer and six independent Non-Executive
Directors. Funke Ighodaro resigned from her position as
Independent Non-Executive Director and member of the Audit
Commiee and Remuneration Commiee with eect from 9
September 2022. Paul Harrison resigned from his position as
Executive Director and Chief Operating Ocer with eect from 31
May 2023.
The biographies and experience of all of our Directors is set out
on page 100. With support from the Company Secretary, the
Chairman sets the annual Board calendar and Board meeting
agendas. He ensures that enough time is devoted, both during
formal meetings and throughout the year, to discuss all material
maers including strategic, nancial, operational, risk, people
and governance. The Directors indicated as part of the Board
evaluation process that the board materials are relevant, clearly
presented and contribute to a constructive debate and strong
Board engagement.
In addition to the schedule of formal Board meetings, the
Chairman and the Non-Executive Directors meet periodically
without the Executive Directors present, and the Senior
Independent Director meets with the other Non-Executive
Directors without the Chairman present.
Board roles
Chairman
The Chairman provides leadership to the Board, seing its
agenda, style and tone to promote constructive debate and
challenge between the Executive and Non-Executive Directors.
He ensures that there are good information ows from the
Executive to the Board, and from the Board to the Company’s
keystakeholders.
The Chairman leads an annual Board eectiveness review and is
responsible for ensuring all new Directors have an appropriate
tailored induction programme.
Chief Executive
The Chief Executive has day-to-day responsibility for the eective
management of the business and for ensuring that the Board’s
decisions are implemented. He leads the development of
strategy for approval by the Board, as well as working with the
Chief Financial Ocer to develop budgets and medium-term
plans to deliver the agreed strategy.
The Chief Executive is responsible for providing regular reports to
the Board on all maers of signicance, to ensure that the Board
has accurate, clear and timely information on all key maers.
Chief Financial Ocer
The Chief Financial Ocer supports the Chief Executive in
developing and implementing strategy, as well as overseeing the
nancial performance of the Group. She leads the development
of the nance function to provide insightful nancial analysis
that informs key decision making.
The Chief Financial Ocer works with the Chief Executive to
develop budgets and medium-term plans to deliver the agreed
strategy.
The Chief Financial Ocer also leads investor relations activities
and communication with investors alongside the Chief Executive.
Chief Operating Ocer
The Chief Operating Ocer works in partnership with the CEO
and CFO to develop and implement strategy. He has
responsibility for leading and driving continuous improvement
through the adoption of key technologies and execution of our
technology platforms. The Chief Operating Ocer also has
responsibility for Product Management, People strategy,
Marketing, Diversity & Inclusion, ESG and non-organic growth
activities.
Senior Independent Director
The Senior Independent Director acts as an adviser for the
Chairman and is available to the other Non-Executive Directors,
including acting as an intermediary where necessary. She is also
available as an intermediary to shareholders if they have
concerns which the normal channels through the Chairman or
Chief Executive have failed to resolve or would be inappropriate.
She is also the nominated director to engage with the Ascential
Employee Forum and report feedback directly to the Board.
Independent Non-Executive Directors
The Non-Executive Directors scrutinise and monitor the
performance of management, including the constructive
challenge of the Executive Directors. They bring independence
and a dierent perspective to the Board and oversee the
integrity of nancial information, nancial controls and systems
of risk management.
104 Governance framework continued
Roles and responsibilities
— Reviews the Group’s nancial
reporting and recommends to the
Board that the Reports and
Accounts be approved
— Reviews and reports to the Board
on the eectiveness of internal
controls
— Assesses the independence and
eectiveness of the internal and
external auditors.
Roles and responsibilities
— Sets the Remuneration Policy for the
Group
— Sets the individual remuneration of
the Executive Directors and senior
management
— Engages and consults with
shareholders on proposed material
changes to Remuneration Policy
— Approves awards under the Group’s
share-based incentive plans.
Roles and responsibilities
— Reviews the composition of the
Board and its Commiees
— Ensures that appropriate
procedures are in place for the
nomination, selection, training and
evaluation of Directors
— Reviews Executive Directors and
Senior Management succession
planning.
Audit Commiee
Chaired by
Suzanne Baxter
Remuneration Commiee
Chaired by Judy Vezmar
Nomination Commiee
Chaired by Sco Forbes
Audit Commiee Report
Page 107
Remuneration Commiee Report
Page 116
Nomination Commiee Report
Page 114
Reinforcing a Healthy Culture
Established reporting mechanisms within the corporate governance framework are key to Board oversight of cultural maers, which
are underpinned by our beliefs and behaviours: focus, facts, all in, no silos, be creative, transparency, trust & openness, and empathy.
Culture is established by leadership and by example but this also needs to be underpinned by clear policies and codes of conduct.
Risk Management
Risk management is an integral
component of our corporate governance.
We have a formal risk management
framework to manage risks in accordance
with the Board-set risk appetite. The Audit
Commiee receives regular updates on risk
management and the Board reviews the
principal and emerging risks for the Group.
Measuring our culture
We measure compliance with our key
policies and procedures, as well as Health
& Safety incidents. Our employee
engagement surveys include specic
questions that help us measure our culture
such as ‘Ascential’s values provide a good
t with the things I consider important in
life’ and ‘if I experienced serious
misconduct at work, I’m condent Ascential
would take action to rectify the situation’.
We believe that this framework is an
important contributing factor to the high
scores we have measured in these areas.
Ethics, Whistleblowing,
Fraud, Bribery
There is a full suite of formal compliance and
legal policies which all employees are subject
to, including Anti-Bribery, Privacy, Data
Protection and Sanctions. Employees can
report incidents of wrongdoing through both
internal and external mechanisms, including
an anonymous ‘speak up’ tool. The Audit
Commiee monitors and reviews the
Company policies, incidents and trends
arising from any such incidents and reports
its ndings to the Board.
Aligning remuneration and culture
The Ascential Beliefs and Behaviours are
directly incorporated into key people
processes such as Performance Appraisal
(linked to base salary increases) and
Development Review. Both of these
processes focus not just on what has been
achieved, but how our people act and
demonstrate alignment to the Ascential
Beliefs.
Our People’s opinions
We hold regular updates to both inform
our employees on business progress and
answer any questions they may have. We
conduct quarterly pulse engagement
surveys which helps us understand what
people think in real time so we can take
appropriate actions in a timely way. We
have also established the Ascential
Employee Forum which is Chaired by the
Senior Independent Director to ensure
there is a direct route for employee voice in
the Boardroom.
Promoting the success of
the Company
The Directors are very aware of their duty to
promote the success of the Company for the
benet of the members as a whole, having
regard to the interests of employees, the
impact of the Company’s operations on the
community and the environment, and
maintaining a reputation for high standards
of business conduct. The need to balance the
interests of sometimes conicting
stakeholders is an inherent part of the
Board’s decision-making processes. See page
64 for more details on how the interests of
dierent stakeholders are managed.
How the Board monitors culture
Principal Board Commiees
Governance structure
105Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Company Secretary
The Company Secretary supports the Chairman and is available
to all Directors to provide governance advice and assistance. She
works with the Chairman and the Chairs of the Board Commiees
to develop agendas and ensures that the Board receives
sucient, pertinent, timely and clear information. She also
ensures compliance with the Board’s procedures as well as
applicable rules and regulations.
The management and day-to-day running of the Group,
including the development and implementation of strategy,
monitoring the operating and nancial performance, and the
prioritisation and allocation of resources, has been delegated to
executive management. Certain Board responsibilities are
delegated to formal Board Commiees, which play an important
governance role through the work they carry out.
Board activity during the year
The Board spent its time during the formal meetings held in 2022
on the following activities:
Strategy
— Dedicated osite meetings to rene strategy, with an
emphasis on Intelligence & Events in 2022;
— Approved the 2023 annual budget and, capital allocation
policy, and updated medium-term plans in the context of the
agreed strategy;
— Approved the acquisition of Sellics and Intrepid; and
— Conducted a strategic review announced in April 2022 which
concluded in January 2023 with the approval of the proposal
to pursue both a separation of the Digital Commerce assets
into an independent, publicly traded company listed in the
United States as well as a process for the sale of WGSN.
— In January 2023, approved the restructuring of the investment
in Hudson.
For more information on our strategy see page 8.
People
— Received feedback from the Senior Independent Director
following Ascential Employee Forum meetings;
— Met with a range of senior management from across the
business;
— The Chairman participates as Chairman of the jury for the
annual Ascential awards, designed to recognise performance
across the organisation and every geography; and
— Received updates from the EVP, People on engagement.
For more information on Our People see page 56.
ESG
— Received updates from the Head of Corporate Responsibility
on progress against the Company’s ESG priorities and
targets.
For more information on our ESG strategy and performance see
page 70.
Risk
— Detailed review of Cyber Risk management;
— Reviewed and approved the principal risk register;
— Reviewed the Group’s annual insurance programme; and
— Reviewed the eectiveness of internal controls, including
receiving a report from the Audit Commiee on its work to
assess internal control eectiveness.
For more information on risk management see page 48.
Shareholder engagement
— Reviewed reports from the Company’s brokers and advisers
on shareholder and analyst feedback following results
presentations;
— Reviewed the outcome of an investor perceptions assessment
facilitated by Rothschild & Co.
— Reviewed regular investor relations reports relating to share
price, trading activity and movements in institutional investor
shareholdings;
— Received reports from the Executive Directors following
meetings with investors; and
— Approved notice of 2022 Annual General Meeting.
For more information on our investor relations programme see
page 106.
Performance
— Approved the 2023 budget and refreshed ve year plan;
— Monitored operating and nancial performance against
plans;
— Approved the year end and interim results; and
— Approved the 2021 Annual Report.
For more information on our performance, see the Chief
Executive’s statement on pages 6 to 7 and the KPIs on page 14.
Board aendance during the year
We expect all Directors to aend the majority of meetings in
person except where a meeting is called at short notice. Due to
continuing Covid restrictions and travelling complications, Board
meetings during the year accommodate Directors when travel is
not required or advisable including our Director resident in China
aending virtually via video conference, and other non-UK
resident Directors depending on the content and duration of
meetings. In the unusual circumstances when a Director is unable
to aend a meeting, he or she is provided with the same
information as the other Directors in advance of the meeting and
a meeting is arranged for that director to express their views
before the meeting, usually to the Chairman who will share
feedback with the other Directors at the meeting.
There were six scheduled meetings during the year plus an
additional two meetings which were called to deal with M&A
transactions. Directors’ aendance at these meetings is set out
on page 98.
106 Governance framework continued
Induction and development
There were no new Directors during 2022 so there are no specic
induction activities to report. There is an agreed induction
programme that takes into account any previous experience that
a Director may already have and typically includes meetings with
senior executives across the Group as well as information on the
Group’s structure, business segments and operations, and policies
to develop each Director’s understanding of the Group, its
strategy, key risks and challenges.
The Board’s forward agenda is designed to include deep-dive
reviews on all material aspects of the Group to develop Directors’
understanding of the business and ensure they meet with a range
of senior management.
Directors’ conicts of interest
The Board has a procedure in place for Directors to declare
conicts of interest and for such conicts to be considered for
authorisation. A Director may be required to leave a Board
meeting if a maer upon which a conict has been declared is
discussed. External appointments or other signicant
commitments of the Directors require prior approval by the
Chairman.
The current external appointments of the Directors are set out on
pages 100 and 101.
Internal Control Statement
The Board acknowledges its responsibility for establishing and
maintaining the Group’s system of internal controls and it
receives reports identifying, evaluating and managing signicant
risks within the business. The system of internal control is
designed to manage, rather than eliminate, the risk of failure to
achieve business objectives and can provide only reasonable and
not absolute assurance against misstatement or loss.
The Board, assisted by the Audit Commiee, has carried out a
review of the eectiveness of the system of internal controls
during the year ended 31 December 2022 and the period up to
the date of approval of the consolidated nancial statements
contained in the Annual Report. As explained in the Audit
Commiee Chair’s report, the businesses acquired in Digital
Commerce are typically been in the early phase of their
development and therefore display immaturities in their control
systems compared to some of the well established business of
Ascential. The Audit Commiee will retain focus over the planned
developments in Digital Commerce during 2023 through
oversight of internal control assessment process, internal audit
activities and updates on the continued roll out of the new
nancial system.
The Board considers that none of these maers have a material
impact on the Group’s overall control framework, as there are
compensating management review controls in place.
For more information on the system of internal controls in place
please see page 111 of the Audit Commiee report.
Investor Relations
In addition to the activities explained on page 68, there is an
ongoing investor relations programme of meetings with
institutional investors and analysts, and participation in
conferences covering a wide range of issues within the constraints
of publicly available information including strategy, performance
and governance.
Institutional shareholders and analysts have regular contact with
the Executive Directors and the Head of Investor Relations. All
shareholders are kept informed of signicant developments by
announcements and other publications on our website ascential.
com/investors. There are dened procedures in place to ensure
that the requirements of the Market Abuse Regulations are met.
The Board receives regular reports from the Head of Investor
Relations, covering movements in the holdings of institutional
shareholders and other trading activity. The Board is also
provided with current analyst opinions and forecasts, as well as
feedback from FTI and from its joint corporate brokers Numis
and JP Morgan. This includes direct feedback from investors and
analysts on a non-aributed basis. All of the Directors are
available to meet with shareholders although contact with the
Non-Executive Directors would normally be through the
Chairman (Sco Forbes) or the Senior Independent Director (Rita
Clion) in the rst instance.
Annual General Meeting (“AGM”)
The AGM of the Company will take place at 9am on Thursday 18
May 2023 at 33 Kingsway, LondonWC2B 6UF. All shareholders
have the opportunity to aend and vote, in person or by proxy,
at the AGM.
All proxy votes received in respect of each resolution at the AGM
are counted and the balance for and against, and any votes
withheld, are indicated. At the meeting itself, voting on all the
proposed resolutions is conducted on a poll rather than a show of
hands, in line with recommended best practice.
All Directors will be in aendance at the AGM and available to
answer shareholders’ questions. The Notice of the AGM can be
found in a separate booklet which is posted to shareholders at
the same time as this report and is also available on the Ascential
website. The Notice of AGM sets out the business of the meeting
and an explanatory note on all resolutions. Separate resolutions
are proposed in respect of each substantive issue. Results of
resolutions proposed at the AGM will be published on the
Ascential website aer the meeting.
UK Corporate Governance Code Compliance Statement
We have complied with all principles and provisions of the 2018
UK Corporate Governance Code (“the Code”) throughout the
nancial year ended 31 December 2022.
This Corporate Governance Statement and the cross-referenced
reports within set out our approach to applying the Code.
Louise Meads
Company Secretary
3 April 2023
107Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Report of the
Audit Commiee
Dear Shareholder,
As Chair of the Audit Commiee, I am pleased to present the report
of the Commiee for the year ended 31 December 2022. This report
outlines how the Commiee has continued to support the Board in
fullling its corporate governance responsibilities, including those in
the key areas of nancial reporting, external audit, internal audit,
internal control and risk management and the preparation and
compliance of the Company’s Annual Report and Accounts.
During the year, the Commiee continued to review the
development of the control environment within the Company and
has had a particular focus on that in the developing Digital
Commerce business, where a number of acquisitions have been
made in recent years. The businesses acquired have typically
been in the early phase of their development and therefore
display immaturities in their control systems compared to some
of the well established business of Ascential. The Digital
Commerce business has seen the commencement of the roll out
of SAP S/4Hana and the formalisation of a number of key areas
of nancial control. We welcome this progress but recognise that
the exercise remains ongoing. We will retain our focus over the
planned developments in Digital Commerce during 2023 through
our oversight of internal control assessment processes, internal
audit activities and updates on the continued roll out of the new
nancial system. Further insight is also being gained as the result
of enhanced audit procedures being undertaken in the Digital
Commerce business as part of the Company’s strategic review.
The Commiee’s core duties comprise:
— the oversight of the Company’s nancial and narrative
reporting processes, including consideration of the annual and
half-yearly reports and assessment of the Company’s
accounting policies and whether its annual report is fair,
balanced and understandable;
— consideration and monitoring of the eectiveness of the
Company’s internal controls and risk management systems;
— oversight of procedures to assure Compliance, to report
instances of whistleblowing and to detect fraud;
— monitoring and assessing the eectiveness of the internal
auditfunction;
— oversight and approval of the engagement of the external auditor,
and evaluation of the quality and eectiveness of its work; and
— consideration of the audit work being undertaken in the Digital
Commerce business under Public Company Accounting
Oversight Board (United States) (“PCAOB”) requirements to the
extent it has an impact on KPMG’s work on the ISA (UK) audit of
the Group, the fees payable to KPMG and on the rm’s
independence.
The Commiee’s terms of reference were reviewed and approved
by the Board during the year and are available on the
Company’s website ascential.com/investors/governance.
Commiee membership
All current members of the Commiee are independent Non-
Executive Directors who bring a wide knowledge and signicant
business experience in nancial reporting, risk management,
internal control and strategic management. Funke Ighodaro was a
member of the Commiee until 9 September 2022 when she
The Commiee provides an
important role in the Company’s
corporate governance
framework, providing
independent challenge, review
and oversight of its reporting
and control environment.”
Suzanne Baxter
Chair of the Audit Commiee
108 Audit Commiee Report continued
stepped down from the Board and Rita Clion joined the
Commiee at that point. The Commiee thanks Funke for her
contributions during her tenure. The Board considers that the
Commiee members as a whole have competence relevant to
Ascential’s business. Funke Ighodaro and I fullled the requirement
to bring recent and relevant nancial experience to the Commiee
during 2021 and 2022, and I continue to full that requirement
going forward. You can read more about the experience of the
Commiee members in their biographies on pages 100 and 101.
Meetings held in 2022
All Commiee members were present at the ten meetings held in
2022, with the exception of Funke Ighodaro who was unable to
aend the meeting held on 24 August 2022 which was called at
late notice to approve a response leer to the Financial
Reporting Council. The Commiee has met four times since 31
December 2022 and all Commiee members aended those
meetings. At the invitation of the Commiee, the Chief Financial
Ocer, Chief Executive Ocer, Chief Operating Ocer and
senior representatives of the nance and management teams
also aend meetings, as do representatives of both internal and
external audit. The Commiee holds regular meetings with the
external auditor and the Head of Internal Audit without
management present, and these discussions assist in ensuring
that reporting, and risk management processes are subject to
rigorous review throughout the year. The Commiee also meets
with management without the external auditor present when
discussing external auditor eectiveness.
Role of the Commiee in the strategic review
The Commiee received independent advice during the year to
clarify its role in relation to the potential separation and listing of
Digital Commerce. In accordance with this advice, the Commiee
has performed an active oversight role with respect to the
appointment of KPMG as auditor of Digital Commerce for the
purpose of auditing nancial statements under PCAOB standards,
as well as approving associated fees and considering any impact
on KPMG’s independence (see page 112 for more detail on how the
Commiee manages the external auditor).
Risk management
The principal and emerging risks facing the Company are
robustly assessed by the Board as a whole. More detail on these
risks and the risk management framework is set out on page 48.
The ongoing monitoring and eectiveness review of the
Company’s risk management and internal control systems are
described on page 111. The assessment of risk and the review of
the risk management systems feeds into the process for assessing
the longer-term viability of the Group, which is described further
on page 49.
Evaluation of Commiee performance
The Commiee conducts an annual evaluation of its
performance as part of the wider Board eectiveness review. The
review of performance in 2022 was conducted externally and
conrmed that the Commiee is working eectively. More detail
on the evaluation process can be found in the Corporate
Governance Report on page 115.
Key areas of focus for the Commiee in 2022
The key focus areas for the Commiee are set out below and
reect its planned and recurring activities and areas of specic
focus during the year.
A. Financial reporting
— Received and considered reports from management on the key
estimates and judgements made in the half-yearly report and
in the annual consolidated nancial statements. The
Commiee challenged the assumptions made, discussed
alternative treatments, reviewed proposed disclosures, and
considered the opinion and work performed by the external
auditor and other professional advisors.
— Reviewed and challenged managements’ forecasts, stress tests
and assumptions in support of the use of the going concern
basis for preparation of the Annual Report and Accounts and
half-yearly report.
— Reviewed the quality of accounting policies and disclosure rules
and considered if those were applied consistently during the
reporting and comparative periods.
— Reviewed and challenged management on the use of
Alternative Performance Measures (“APMs”) including the
inclusion of share based payment charges as an Adjusting
item, having regard to the European Securities and Markets
Authority’s Guidelines on APMs and thematic reports issued by
the Financial Reporting Council (“FRC”). The Commiee also
considered KPMG reporting on this maer.
— Reviewed the integrity of the Company’s Annual Report and
Accounts and half-yearly report and advised the Board
whether, in the Commiee’s view, the Annual Report taken as a
whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess Ascential’s
position and performance, business model and strategy.
— Recommended to the Board the Company’s viability statement
included in the Annual Report.
B. Internal audit
— Approved the internal audit function’s remit and the annual
internal audit plan focusing on the recently acquired Digital
Commerce brands to ensure alignment with the Company’s
principal risks.
— Reviewed the signicant maers arising from internal audits
with the Head of Internal Audit and assessed management’s
response to signicant internal audit ndings and notable
control observations. This includes discussing with
management potential improvements and agreed actions.
— Assessed internal audit’s performance and eectiveness.
C. Risk management and Internal control
— Reviewed the eectiveness of the systems of internal control
and risk management, including the integration of those
controls into recently acquired businesses.
— Recommended to the Board the disclosures included in the
Group’s Annual Report in relation to internal control and risk
management.
— Received progress updates on the implementation of the Group’s
nance transformation plan of enhancing the control and
reporting environment through the replacement of its existing
suite of nancial accounting systems with a new ERP system.
109Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Signicant nancial judgements and estimates considered by the Commiee in 2022
Following its review, the Audit Commiee was satised with how each of the areas below was addressed. As part of this assessment,
the Commiee received reports, requested and received clarications from management and sought assurance and received input
from the external auditor.
The key reporting judgements considered by the Commiee and discussed with the external auditor during the year were:
Issue Commiee’s activity and outcome
Initial recognition of
goodwill and
intangible assets in
business
combinations
Acquired businesses give rise to material assets and liabilities at the point of acquisition that are based on
estimates and judgements about future performance. The provisional recognition of goodwill, intangible assets,
other assets and liabilities and estimates of the fair value of consideration transferred are based on a number of
assumptions. The valuations of the acquired intangibles have been prepared by external valuation specialists
using the available forecasts of the future nancial performance and other information (including customer
arition rates) from the acquired businesses. Due to this, there is a signicant amount of uncertainty in these
inputs and the judgements applied are reviewed by management, including the appropriateness of the inputs
and outcomes. Where information is not available, due to the proximity of the acquisition date to the balance
sheet date, management applied judgement in estimating the provisional value of acquired intangibles based
on accumulated knowledge of prior acquisitions.
Oen, signicant elements of consideration are deferred, contingent on future performance, and may be subject
to other conditions such as continued employment of key management personnel. Estimation uncertainty is
involved in both assessing the relevant forecast and selecting the appropriate discount rates.
The Commiee reviewed the acquisition accounting calculations and underlying estimates and assumptions for
Sellics and Intrepid acquired during the year and updates made to provisional fair valuation of intangible assets
acquired in the preceding reporting period for reasonableness.
D. Compliance and governance
— Received an update from the Director of Compliance seing
out compliance priorities for 2022 and discussing the progress
made embedding the Compliance Framework, Speak Up Tool
and The Ascential Code into the Company during 2022.
— Considered the Company’s correspondence with the FRC.
— Reviewed the Group’s reporting on climate change including
compliance with the updated TCFD disclosure requirements and
guidance, and receipt of the auditor’s observations on climate
change reporting. The Commiee noted the improved
disclosures on climate change in the 2022 annual report and the
Group’s commitment to continue to enhance focus in this area.
— Reviewed the Commiee’s terms of reference and its annual
schedule of work.
E. External audit
— Reviewed and monitored the qualications, expertise, resources,
independence and objectivity of the external auditor.
— Reviewed the plans and received the reports of the external
auditor at the half year and year end.
— Considered the annual external audit plan and approved
related remuneration, including fees for audit and non-audit
services. This includes requesting further information on
changes to the audit fee to ensure the external auditor is fairly
remunerated.
— Considered the impact of the strategic review on work
undertaken by the auditor.
— Held private meetings with the Company’s external auditor
without the presence of management.
— Assessed the performance and eectiveness of the external
auditor and the audit process, including an assessment of the
quality of the audit.
— Recommended to the Board that resolutions to reappoint the
external auditor and for the Board to determine the external
auditor’s remuneration be put to shareholders for approval at
the next Annual General Meeting.
This year, additional focus was applied in the following areas:
— Reviewed a paper from management on the prior year
adjustment made to the Company’s 2021 nancial statements
to correct errors in two intercompany transactions. The
Commiee asked management to review the nancial
reporting controls around intercompany processes and noted
that it is included in the internal audit plan for 2023.
— Considered leers received from the FRC and the Company’s
response leers which related to the Company’s investment in
Hudson. and the assessment whether the Group has control or
signicant inuence over the investment.
— Received and considered a report on billing processes in one of
the Group’s newly acquired businesses and reviewed
management’s course of action to rectify issues and strengthen
controls. These actions have been implemented.
— Discussed the prioritisation of internal audit resources and
considered the integration of recently acquired businesses into
the control framework.
— Considered the impact of the introduction of International
Standard of Auditing (‘ISA’) (UK) 315 (revised) applicable for the
rst time in 2022.
110 Audit Commiee Report continued
Issue Commiee’s activity and outcome
Carrying value of
goodwill and
acquired intangible
assets
The Commiee reviewed the carrying value of goodwill and other intangible assets for impairment, including a
detailed review of the assumptions underlying the “value in use” calculations for businesses identied as cash
generating units (“CGU”) and the identication of those CGUs. The key assumptions underlying the calculations are
primarily the achievability of the long-term business plan including anticipated revenue growth rates, CGU specic
discount rates, and long-term growth assumptions. For further information, please see Note 16 of the consolidated
nancial statements on pages 179 and 181. The Commiee challenged management’s analysis valuation
methodology and underlying assumptions and considered the merits of alternative treatments as well as receiving
and considering the report of KPMG on these maers. Following this review and challenge at the half year and full
year ends, the Commiee was satised that £31.4m and £25.6m of intangible assets in Edge and ASR respectively
were impaired. The Commiee also reviewed the clarity and adequacy of the impairment disclosure.
Initial recognition of
goodwill and
intangible assets in
business
combinations
The Commiee considered the judgements made, the advice taken by management in reaching their conclusions
and the proposed disclosures. Aer challenging management on their judgements and methodology and
receiving a report from the auditor, the Commiee was satised with the position adopted.
Recognition and
valuation of deferred
contingent
consideration
Where an acquisition agreement provides for an adjustment to the consideration, contingent on future
performance over the contractual earn-out period, the Group accrues the fair value, based on the estimated
additional consideration payable as a liability at acquisition date. To the extent that deferred contingent
consideration is payable as part of the acquisition cost and is payable aer one year from the acquisition date,
the deferred contingent consideration is discounted at an appropriate discount rate and carried at fair value in
the consolidated balance sheet. The liability is measured against the contractually agreed performance targets
at each subsequent reporting date with any adjustments recognised in the consolidated income statement.
Acquisition-related employment costs are contingent on future performance of the acquired business against the
contractually agreed performance targets over the earn-out period they are also dependent on the continued
employment of the founders over the contractual earn-out period. Consequently, they are treated as a
remuneration expense in the consolidated income statement.
The estimation of this liability requires the Group to assess the future performance of related business over the
deferred contingent consideration period where the estimation uncertainty risk of payments greater than one
year is higher due to the forecast nature of the inputs.
In respect of acquisitions, the Commiee reviewed and challenged the calculations in respect of deferred
contingent consideration and acquisition-related contingent employment costs in light of changes in forecast
performance. It also received a report from KPMG on this maer.
The Commiee reviewed the proposed changes to the fair value of the deferred contingent consideration which
is based on a Board approved ve-year plan and concluded that it is satised with its valuation and recognition
in the consolidated nancial statements.
Recognition and
measurement of
associates
The Commiee reviewed the accounting judgements associated with the Group’s investment in Hudson including
the assessment of whether the Group has control under IFRS 10 “Consolidated Financial Statements” or signicant
inuence over the investment under IAS 28 “Investments in Associates and Joint Ventures”, which is considered a
critical accounting judgement. The Commiee reviewed management’s technical accounting assessment
throughout the reporting period, reviewed accounting advice from a Big Four accounting rm and consulted the
Group’s external auditors to corroborate and test management’s assessment.
Consideration has been given to determining whether the nature of the relationship, rights under the terms of the
preference and common stock investments, restructuring of the Group’s shareholding aer the reporting date or
other factors would indicate that Ascential has control over the Hudson business. Management has considered
the requirements under IFRS 10 and has concluded that, although the Group has exposure to the variable returns
from the investment, it does not have actual or potential rights to demonstrate power over Hudson and therefore
it does not meet the denition of control as at 31 December 2022. Management has further considered the
requirements of IAS28 and concluded that the Group does have signicant inuence over the Hudson business.
As part of its review, the Commiee considered and reviewed the clarication questions raised by the FRC in
respect of accounting for Hudson, the Company’s detailed response to those questions and the changes in the
Company’s investment in and relationship with Hudson both during the year and subsequent to the year end.
The Commiee also reviewed the assessment of the valuation of the investment in Hudson.
The Commiee challenged management’s papers and considered the merits of alternative treatments as well as
receiving a report from KPMG on this maer. The Commiee concluded that it was satised with the accounting
treatment and judgements applied.
Signicant nancial judgements and estimates considered by the Commiee in 2022 continued
111Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Financial Reporting Council
During the year, the Company received a leer from the FRC with
a request for information principally relating to the judgements
made in assessing whether the Group has control or signicant
inuence over Hudson. Following explanations and further
details provided by the Company to the FRC, the FRC closed its
inquiry. No restatement of the nancial statements was required
as the result of the FRC’s enquiry. The Company has enhanced
certain disclosures made in the nancial statements in response
to the points raised in the FRC’s leer.
The FRC’s review provides no assurance that the 2021 Ascential
plc Annual Report and Accounts are correct in all material
respects; the FRC’s role is not to verify the information provided
but to consider compliance with reporting requirements. The FRC
leers are wrien on the basis that the FRC (which includes the
FRC’s ocers, employees and agents) accepts no liability for
reliance on them by the Company or any third party, including
but not limited to investors and shareholders.
Viability Statement
The Commiee reviewed the process undertaken and conclusions
reached to support the Company’s Viability Statement which can
be found in full on page 49.
Our review included:
— challenging management on whether the three-year time
period adopted remained appropriate and aligned with the
long-term forecasting of the Group;
— challenging whether management’s assessment of the principal
and emerging risks facing the Group and their potential impact
was appropriate;
— considering whether there were any additional risks which could
impair solvency or which, whilst not necessarily principal risks in
themselves, could become severe if they occur in conjunction
with other risks;
— considering the likelihood of the risks occurring in the time
period selected and the impact severity in the event that they
did occur;
— challenging management as to the appropriateness of the
assumptions used in stress testing and modelling scenarios;
— reviewing the disclosure to ensure it was suciently fulsome
and transparent.
Fair, balanced and understandable
The Board asked the Commiee to consider whether the 2022
Annual Report is fair, balanced and provides the necessary
information for shareholders to assess the Company’s position
and prospects, business model and strategy. In performing this
review, the Commiee received a report from management and
considered if it meets the requirements of 2018 UK Corporate
Governance code including the following considerations:
— Is the Annual Report open and honest with the whole story
being presented?
— Have any sensitive areas been omied that are material?
— Is there consistency between dierent sections of the Annual
Report, including between the narrative and the nancial
statements, and does the reader get the same message from
reading the two sections independently?
— Is there a clear explanation of key performance indicators and
their linkage to strategy?
— Is there a clear and cohesive framework for the Annual Report
with key messages drawn out and wrien in accessible
language?
— Is there an appropriate balance between the use of statutory
accounting measures and the use of APMs, and are APMs
clearly explained?
Following this review, and the incorporation of the Commiee’s
comments, we were pleased to advise the Board that, in our view,
the Annual Report is fair, balanced and understandable in
accordance with the requirements of the UK Corporate
Governance Code.
Internal controls
The Board, with the assistance of the Audit Commiee, regularly
monitors and reviews the policies and procedures making up the
Group’s internal control and risk management system. To support
this monitoring, the Audit Commiee reviewed reports from
senior management, Internal Audit and KPMG.
The major components of the internal controls systems include:
— clearly dened operational structure, accountabilities and
authority limits;
— detailed operational planning and forecasting;
— thorough monitoring of performance and changes in outlook;
and
— established risk management processes.
Specic maers considered in relation to controls eectiveness
included:
— controls self-assessment process and ndings;
— internal audit reports;
— regular compliance reports;
— review of tax risks and compliance issues;
— review of treasury controls;
— review of tax controls;
— the Corporate Criminal Oences risk assessment;
— review of integration of acquisitions;
— key developments in IT controls;
— monitoring of the Finance Transformation programme;
— fraud, ethical issues and whistleblowing occurrence;
— health & safety governance; and
— management of legal claims.
112 Audit Commiee Report continued
A formal control self-assessment process was in place throughout
the year in relation to nancial controls. This process describes
each control objective, the controls required to meet the
objective, the frequency of operating the control and the
evidence to be retained by management to demonstrate the
control exists. Management teams across the Group self-assess
and provide formal sign-o of their compliance with this
framework twice a year and the results are reviewed in detail by
Internal Audit.
Progress towards completion of actions identied to improve
internal control is regularly monitored by management and the
Audit Commiee, who provide assurance to the Board.
In acquiring a number of small, young and developing businesses
it is acknowledged that work needs to be done post acquisition to
bring the systems of control up to the standards required of a
listed company. The Commiee are supportive of the steps being
taken by management to address this as part of the integration
of new businesses into the Group and will continue to monitor
progress in this area, including through the planned
implementation of new nancial systems over the coming year.
The internal audit programme for 2022 has included a focus on
this and the plan will continue to do so in 2023. The Board
concluded that the Group’s control environment is adequate,
noting that further work was required and planned in the newly
acquired businesses to mature their nancial processes and
controls over time.
External audit
The Commiee is responsible for ensuring that the external
auditor provides an eective source of assurance for the Group’s
nancial reporting and controls, including that the necessary
independence and objectivity is maintained. It is also responsible
for recommending the appointment, reappointment or removal
of the external auditor, and agreeing the external audit fees.
The proposed audit fee for the year ended 31 December 2022 was
debated between the Commiee Chair, the CFO and the KPMG
audit partner, before being presented to the Commiee.
The total fee paid to the Auditor in 2022 increased from £1.3m to
£4.5m:
(£m)
(£m)
Audit of consolidated nancial statements 1.3 1.0
Audit of the Group’s subsidiaries – other 0.2 0.2
Audit-related assurance services** 0.2 0.1
Audit of the Group’s subsidiaries – Digital
Commerce separation* 2.8 -
Total 4.5 1.3
* Fees include costs for the PCAOB audit of the standalone USGAAP Digital
Commerce business for 2020 (£0.2m), 2021 (£1.5m) and 2022 (£1.1m).
** Audit-related assurance services relate to the review of the half-year interim
statements £0.1m (2021: £0.1m) and Digital Commerce separation-related other
costs £0.1m (2021: £nil).
The work to support the separation of Digital Commerce is
classied as audit work and approval to engage KPMG for this
purpose was sought and obtained from the Commiee aer due
consideration of maers of independence. The Commiee was
satised that KPMG’s appointment did not compromise their
independence with respect to their appointment as the external
auditor to Ascential plc. The Commiee has also been consulted
on, and approved, potential future non-audit in 2023 work linked
with the proposed transactions that is expected to arise as a
result of the strategic review aer due consideration of the scope
of work to be performed and of the 70% permissible non-audit
fee cap applicable to public interest entities.
The Group last undertook a formal tender of external audit
services in 2019 aer which KPMG were reappointed for a second
term. Christopher Hearn was appointed as Senior Statutory
Auditor with eect from the 2022 audit onwards. KPMG aends
each scheduled meeting of the Commiee and presents their
reports on our half-year and full-year nancial results, as well as
their planning reports in advance of each audit. The Commiee
met with KPMG without management present at each physical
Commiee meeting held during the year. These sessions provide
an opportunity for open dialogue and the Commiee typically
discusses KPMG’s relationship with executive management and
particular audit risks identied. The Commiee Chair also met
regularly with the Audit Partner on a one to one basis. The
Commiee also meets with management without KPMG present
to discuss their view of KPMG’s eectiveness and quality of work
delivered.
As part of the Commiee’s work to manage the external auditor
relationship, and the annual eectiveness review, the Commiee
considers whether there are adequate safeguards to protect
auditor objectivity and independence. In conducting our annual
assessment, the Commiee considers feedback from the Chief
Financial Ocer, the level and nature of non-audit fees accruing
to the external auditor, fees in respect of KPMG’s PCAOB audit
work, KPMG’s formal leer of independence, and the length and
tenure of the external auditor and of the audit engagement
partner. The Commiee concluded that the external auditor
remained independent within the meaning of regulatory and
professional requirements and the objectivity of the partner and
audit sta is not impaired.
The Commiee has approved a formal non-audit services policy
to mitigate any risks threatening, or appearing to threaten, the
external audit rm’s independence and objectivity arising
through the provision of non-audit services.
The non-audit services policy sets out which services are
permied, subject to relevant approvals, and which services are
prohibited and cannot be provided by the external auditor.
Permied non-audit services include services required by law or
regulation, or where it is probable that an objective, reasonable
and informed third party would conclude that the auditor’s
understanding of the Group is relevant to the service, and the
nature of the service would not compromise independence.
113Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Permied non-audit services must be pre-approved subject to
the following limits:
Value of non-audit services
Approval required prior to
engagement of the external auditor
Up to £25,000 EVP, Group Finance or
Chief Financial Ocer
£25,001 – £50,000 Chair of the Audit Commiee
Above £50,000 The Audit Commiee
When reviewing requests for permied non-audit services, the
person approving the engagement will assess:
— Whether the provision of such services impairs the auditor’s
independence or objectivity and any safeguards in place to
eliminate or reduce such threats;
— The nature of the non-audit services;
— Whether the skills and experience make the auditor the most
suitable supplier of the non-audit services;
— The fee to be incurred for non-audit services, both for individual
non-audit services and in aggregate, relative to the Group
audit fee; and
— The criteria which govern the compensation of the individuals
performing the audit.
A breakdown of total audit and non-audit fees paid to KPMG
during 2022 is set out in Note 5 to the nancial statements. These
non-audit services were pre-approved in accordance with the
non-audit services policy.
Internal Audit
A formal Internal Audit function was in place during the year,
utilising a co-sourcing arrangement supported by EY as the
Group’s externally appointed service partner. The purpose of the
Internal Audit function is to consider whether the system of
internal control is adequately designed and operating eectively
to respond to the Group’s principal risks, and to provide
independent objective assurance to senior management and to
the Board through the Audit Commiee. Internal Audit
accomplishes its objectives by bringing a systematic, disciplined
approach to evaluate and improve the eectiveness of risk
management, control and governance processes. In order to
provide a greater level of independence for Internal Audit, its
personnel as well as the co-sourced party report to the General
Counsel, who also acts as Director of Internal Audit and is
accountable to the Commiee in respect of that role. The General
Counsel is invited to aend all Audit Commiee meetings and
also meet independently with the Chair of the Audit Commiee.
The Commiee approves the annual Internal Audit Plan and
receives a report on Internal Audit activity and progress against
that Plan. It monitors the status of internal audit
recommendations and management’s responsiveness to their
implementation. It also challenges management where
appropriate to provide us with assurance that the Group’s control
environment is robust and eective.
Compliance Framework
Ascential has in place a group-wide compliance framework which
facilitates a structured and consistent approach to managing
compliance across the group. The Director of Compliance reports
formally to the Commiee on this compliance framework at least
annually. The framework is structured upon key areas of
compliance with appropriate policies governing each area.
In 2021, the Ascential Code of Conduct (“the Ascential Code”) and
a new whistleblowing ‘Speak Up’ service were launched. The
Ascential Code is core to the group-wide compliance framework
as it encourages all colleagues to operate in the context of ethics
and compliance, empowers employees to thoughtfully handle
any ethical dilemmas they may encounter, and provides contact
points and other resources related to compliance. Employees are
required to undertake a mandatory training module on the
Ascential Code to embed knowledge and understanding of the
Code as well as to track engagement.
The Speak Up tool enables anonymous disclosures, where this is
permied by local laws. The tool also serves as an eective
business intelligence tool allowing the tracking, allocation and
investigation of cases and incidents eectively and consistently.
The Speak Up process also provides a condential third-party
helpline should employees prefer to speak to someone rather
than use the online tool.
The Commiee receives reports on the Ascential code, speak up
tool and on any whistleblowing incidents that are reported
during the year. Any signicant issues relating to potential fraud
would be escalated to me as the Audit Commiee Chair
immediately.
I will be available at the Company’s AGM to answer any questions
on the work of the Commiee.
Suzanne Baxter
Chair of the Audit Commiee
3 April 2023
114 Nomination Commiee report
Report of the
Nomination
Commiee
Dear Shareholder,
I am pleased to introduce the Report of the Nomination
Commiee for 2022.
The role of the Nomination Commiee is primarily to plan and
review the structure, size and composition of the Board, Board
Commiees and the organisation. The primary objective relating
to Board and Commiees is to match the skills, knowledge and
experience of current and future Directors to our business
strategy and requirements as the business evolves.
The Nomination Commiee evaluates the organisation to
determine whether resources are appropriate for achieving
the business’s strategic goals and that succession plans are
satisfactory for short term changes and for the long-term.
Board composition and eectiveness
During the year, the Board undertook an externally facilitated
Board Strategy review to consider how well the composition of the
Board matched the Company’s business strategy, both currently
and also its future strategic direction. The outcome of that review
is that the Board is well-aligned to, and broadly representative of,
the composition and strategic requirements of the business as the
business exists today. You can see more detail on our Directors’
capabilities and experience on pages 100 and 101.
A key consideration for the Board during 2023 will be to optimise
Board composition for the Company post the potential demerger
of its Digital Commerce assets and potential sale of WGSN.
As announced in January 2023, subject to shareholder approval
and the successful execution of the proposed transactions, the
intended Board for Digital Commerce will comprise myself as
Chair, and Duncan Painter as Chief Executive. The Ascential plc
Board will be chaired by Rita Clion, currently the Senior
Independent Director, and Philip Thomas, currently CEO of
Ascential Intelligence and Events, will serve as CEO of the
Company. Mandy Gradden will remain in her role as CFO. The
Commiee and Board concluded that this allocation of Directors’
talents and experience best match the potential future Digital
Commerce and Ascential businesses.
The remaining Board composition will be further reviewed by
the Commiee during 2023 to ensure that each Board will be
structured to ensure that the skills and competencies of its
Directors align to its strategy, operational agenda and
governance requirements of each company.
As part of this process, the Commiee will be mindful of the
need for an orderly sequence of rotation for the Non-Executive
Directors who joined the Board on the Company’s IPO in 2016.
The role of the Nomination
Commiee is primarily to
keep the structure, size and
composition of the Board
and Commiees under review
with the primary objective of
matching the skills, knowledge
and experience of Directors
to our business strategy and
requirements.”
Sco Forbes
Chair of the Nomination Commiee
115Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Succession planning
A succession planning exercise for the senior leadership team
is undertaken annually to consider each individual’s potential
and ability to grow, as well as development plans to maximise
an individual’s ability to be ready for promotion. Emergency
and planned succession options for the Executive Directors
and the members of the Senior Leadership Team are also
reviewed and approved.
Board appointments policy
The Commiee has been, and will continue to be, vigilant about
its responsibility to ensure that members of the Board should
collectively possess the broad range of skills, expertise and
industry knowledge, and business and other experience,
necessary for the eective oversight of the Group. The Commiee
takes account of a number of factors before recommending any
new appointments to the Board, including relevant skills to
perform the role, experience, knowledge and diversity.
It will continue to be the Board’s policy to engage an independent
search consultant to assist with the identication of suitable
candidates based on a comprehensive role description and
candidate aributes brief. Shortlisted candidates will then meet
with members of the Board on a one-to-one basis before the
Commiee makes its recommendation of the preferred
candidate to the Board.
Non-Executive Director appointments to the Board are for an
initial term of up to three years. Non-Executive Directors are
typically expected to serve two three-year terms, although the
Board may invite the Director to serve for an additional period on
the recommendation of the Commiee. Non-Executive Directors
are appointed under formal appointment leers which are
available for inspection at the registered oce of the Company
during normal business hours and at the AGM.
External Directorships
The Commiee keeps under review the number of external
directorships held by each Director and performance evaluation is
used to assess whether the Non-Executive Directors are spending
enough time to full their duties. Any external appointments or other
signicant commitments of the Directors require the prior approval
of the Chairman, or, in the case of the Chairman, the Senior
Independent Director. The Chairman takes into account investors’
published voting policies on the number of board mandates
considered appropriate for directors when considering directors’
proposed appointment to additional boards.
The Board and Commiee noted that shareholders expressed
some concern that there was a potential for the number of
external directorships of Funke Ighodaro and Gillian Kent to
negatively impact their capacity for discharging their duties to
Ascential, resulting in the support for their re-election at the 2022
AGM was below 85% of proxy votes received. The Commiee has
reviewed Gillian’s board commitments and observed her
continued perfect Board and Commiee meeting aendance for
the past year and several years prior. The Commiee is condent
that Gillian has sucient time to continue to meet all her duties
and responsibilities as a director and all meeting date
obligations. Funke retired from the Board in September 2022 and
the evaluation of her other directorships became moot.
Board eectiveness
The policy on Board eectiveness reviews is that an externally
led evaluation of the Board, Commiees and individual Directors
will be conducted every third year. In line with that policy, Korn
Ferry was engaged to facilitate the Board and Commiee
performance evaluation for 2022. Korn Ferry conducted
individual interviews with each of the Directors and provided
a summary report to the Board, including anonymised
verbatim feedback.
The Board was characterised by Directors as possessing a
positive culture which was open, engaged and collegiate.
The Board was considered to be diverse and capable, with
the competencies and behaviours necessary to full its duties,
governance and oversight roles. Directors also felt that the Board
operated as a good forum for open dialogue and enabling of
appropriate challenge. The Commiee structure was felt to be
appropriate and working eectively. Board materials were
reported to be suciently thorough and focussed and
presentations from divisional leaders during the year had helped
to broaden the Non-Executive Directors’ understanding of the
business’s operations. Overall, the conclusion of the evaluation
was that Ascential has a highly eective Board.
Conrmation of Independence
In accordance with the UK Corporate Governance Code, the
Commiee is chaired by the Board Chairman, Sco Forbes, and
the other members of the Commiee are Rita Clion and Judy
Vezmar, both independent Non-Executive Directors.
Sco Forbes
Chair of the Nomination Commiee
3 April 2023
116 Remuneration Commiee Report
Report of the
Remuneration
Commiee
We are proud of the entire team
for delivering excellent results
and growth this year. Our focus
in rewarding this performance
continued to be through clear
and simple remuneration plans.”
Dear Shareholder,
On behalf of the Board, I am pleased to present the
Remuneration Commiee’s report for the year ended 31
December 2022.
What does this report include?
In addition to my annual statement as Chair of the Remuneration
Commiee, this report contains:
— The Directors Remuneration Policy which will be proposed for
approval by shareholders at the 2023 AGM and;
— The Annual Report on Remuneration, which sets out
payments made to the Directors for the year ended 31
December 2022 and how our Remuneration Policy is intended
to be implemented in 2023.
This annual statement and the annual report on remuneration
(set out on pages 126 to 132) will be subject to an advisory vote at
the 2023 AGM.
Business performance
We saw strong trading in 2022, with all four business segments
producing record revenues with overall Organic revenue growth
of 30% and Adjusted EBITDA growth of 23%. These excellent
results were driven by the continued expansion of our end
markets combined with the strong return of our live events.
For more information on the Company’s performance, priorities
and outlook please see the Chief Executive’s statement on pages
6 and 7.
2022 Commiee highlights
Directors Remuneration Policy
The Directors’ Remuneration Policy in place during 2022 was
approved at the 2020 AGM and in accordance with The
Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019, we are seeking
shareholder approval to roll over this policy at the 2023 AGM.
In light of the conclusions of the strategic review announced in
January 2023, the Commiee considers it appropriate to keep the
previously approved Policy in place for 2023, ahead of a
comprehensive review of remuneration policy for the Group once
the proposed transactions of disposing of WGSN and the
demerger of Digital Commerce have been completed. The Policy
continues to be well aligned with current corporate governance
best practice expectations. Full details of the policy are set out on
pages 118 to 125.
I hope to receive your support in approving the proposed
Directors’ Remuneration Policy at the Annual General Meeting on
18 May 2023.
Remuneration Outcomes
With regards to remuneration outcomes for 2022, our Proforma
revenue growth of 29% and Proforma Adjusted EBITDA growth
of 15% from 2021 resulted in bonus achievement of 91% of target,
or 46% of maximum, in respect of 2022 performance. The
Commiee considers this outcome to be appropriate in the
context of the business performance and bonus outcome for the
wider employee population and no discretion was therefore
applied to the bonus outcome.
Judy Vezmar
Chair of the Remuneration Commiee
117Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
With regards to our 2020 LTIP, the PSP grant was delayed from
the normal grant time of March until October in response to the
uncertainty presented by Covid and the consequent challenges
with establishing appropriate performance conditions. The
performance period for that award therefore runs until October
2023 and the vesting outcome will be reported in the 2023
annual report.
Reward structure within Digital Commerce
In light of the increasingly competitive recruitment environment
for our experienced and specialised people within our digital
commerce business, external benchmarking was conducted and
adjustments were made to aid retention of key leadership talent.
For completeness, this did not impact our Executive Directors.
Targeted Financial support
This year we felt it was important to recognise the nancial
pressure that some of our employees may have felt by the increase
to the cost of living. As such, we provided an exceptional cost of
living increase for employees in high ination markets in May
2022. Additionally, we provided energy grants and energy loans to
our people in the UK and some parts of Europe, which were
available to our people earning below a set income threshold.
The key activities of the Commiee during the year are
summarised on page 126.
Implementation of Remuneration Policy in 2023
Our usual practice is to review Executive Directors’ salaries with
eect from 1 April each year. With our UK salary budget set at 4.5
% of salary, the Commiee awarded salary increases of 3.5% of
salary to the CEO and CFO. In light of the announcement on 25
January 2023 that the COO intends to leave the Company as a
result of his role eectively being made redundant following the
proposed disposal of WGSN and the demerger of Digital
Commerce assets, no salary increase was awarded to the COO.
With regard to the 2023 annual bonus, this will operate as in
prior years with a maximum of 125% of salary earned based
on performance against a challenging range of revenue and
Adjusted EBITDA targets. 50% of any bonus earned will be the
subject of deferral into Ascential shares for a period of three years.
The 2023 Performance Share Plan will also operate as in prior
years, with awards granted up to 200% of salary to the CEO and
CFO, vesting subject to challenging Adjusted EPS and Digital
Revenue Growth targets. The COO will not receive a 2023 award.
The Non-executive Director fees, including additional fees, were
reviewed during the year and have been increased to beer align
with the current time commitments of the roles. Full details are
included on page 132.
With regards to the impact of the proposed transactions
following the Board’s strategic review on remuneration, the
Commiee considers it important to operate the current
Directors’ Remuneration Policy on its existing terms during
2023, with a view to retaining and incentivising our key talent
during a period of uncertainty. The Commiee continues to work
through the potential consequences of the transactions on pay
and intends to treat all awards in line with the Directors’
Remuneration Policy.
Commiee composition, skills and experience
Gillian Kent and Rita Clion remained in their positions as
Commiee members throughout the year. Funke Ighodaro
ceased her membership of the Commiee upon her resignation
from the Board in September 2022. The Commiee has solely
comprised Independent Non-Executive Directors throughout the
year, in compliance with the UK Corporate Governance Code.
Role of the Commiee
The Commiee’s primary role is to determine the remuneration
of the Executive Directors and the Senior Leadership Team and to
determine the Remuneration Policy for the Executive Directors,
as well as monitoring its ongoing appropriateness and relevance.
The key responsibilities of the Commiee are summarised on
page 118 of the Corporate Governance Report and further details
on the Commiee’s roles and responsibilities can be found in our
Terms of Reference on our website ascential.com.
The Commiee met four times during 2022. All members of
the Commiee aended all meetings and, by invitation, were
joined by the EVP, People and other members of the senior
management team where it was deemed appropriate. The
Commiee continued to receive independent external advice
from Korn Ferry.
I am satised that the Commiee received information on a
timely basis and that the meetings were scheduled adequately
to enable members to have an informed discussion and debate.
Commiee eectiveness
The Commiee’s eectiveness was included in the review of
Board eectiveness in November 2022, which conrmed that the
Commiee has operated eectively throughout 2022.
Conclusion
I look forward to receiving your support at our 2023 AGM, where I
will be available to respond to any questions shareholders may
have on this report, the proposed Remuneration Policy or in
relation to any of the Commiee’s activities.
Judy Vezmar
Chair of the Remuneration Commiee
3 April 2023
118 Directors’ remuneration policy
Directors’ remuneration policy
Proposed for approval by shareholders at the 2023 AGM
This part of the Remuneration Report sets out Ascential’s
Remuneration Policy for its Executive and Non-Executive
Directors. The policy was developed considering the principles of
the 2018 UK Corporate Governance Code and guidelines from
major investors.
What is the role of the Remuneration Commiee?
The Remuneration Commiee (“the Commiee”) has
responsibility for determining the overall pay policy for Ascential.
In particular, the Commiee is responsible for:
— determining the framework or broad policy for the fair
remuneration of Ascential’s Executive Directors and
Chairman, and certain other senior management including
the direct reports of the Chief Executive Ocer;
— approving their remuneration packages and service
contracts, giving due regard to the UK Corporate Governance
Code as well as the Financial Conduct Authority’s rules and
associated guidance;
— ensuring that the Remuneration Policy is adequate and
appropriate to aract, motivate and retain personnel of high
calibre and provides, in a fair and responsible manner, reward
for their individual contributions;
— reviewing the ongoing appropriateness and relevance of
the Remuneration Policy, overseeing any major changes in
remuneration and employee benets structures throughout
Ascential;
— consulting with shareholders and their advisory bodies in
advance of signicant changes to Remuneration Policy;
— approving the design of, and determining targets for,
performance-related pay schemes operated by Ascential
and approving the total annual payments made under such
schemes; and
— reviewing the design of all share incentive plans for approval
by the Board and shareholders. For any such plans, the
Commiee determines each year whether awards will be
made and, if so, the overall amount of such awards, the
individual awards to Executive Directors and other senior
management, and the performance targets to be used.
Policy Overview
When seing the policy for Directors’ remuneration, the
Commiee takes into account the overall business strategy and
risk tolerance, considering the long-term interest of the Company
with a view to adequately aracting, retaining and rewarding
skilled individuals and delivering rewards to shareholders.
Consistent with these principles, the Commiee has agreed a
Remuneration Policy which will:
— provide a simple remuneration structure which is easily
understood by all stakeholders;
— aract, retain and motivate executives and senior
management in order to deliver the Company’s strategic
goals and business outputs;
— promote the long-term success of the business;
— provide an appropriate balance between xed and
performance-related, and immediate and deferred
remuneration to support a high-performance culture;
— adhere to the principles of good corporate governance
and best practice;
— align executives with the interests of shareholders and
other external stakeholders; and
— consider the wider pay environment, both internally
and externally.
Furthermore, the Commiee is satised that the Remuneration
Policy and its application takes due account of the six factors
listed in the UK Corporate Governance Code:
— Clarity – our policy is well understood by our management
team and has been clearly articulated to our shareholders.
A key part of our EVP, People’s role is engaging with our
wider employee base on all our “People Maers” (including
remuneration) and we monitor the eectiveness of this
process through the feedback received.
— Simplicity – the Commiee is very mindful of the need to
avoid overly complex remuneration structures which can
be misunderstood and/or deliver unintended outcomes.
Therefore, one of the Commiee’s objectives is to ensure that
our executive remuneration policies and practices are as
simple to communicate and operate as possible, while also
supporting our strategy.
— Risk – our Remuneration Policy is designed to ensure that
inappropriate risk-taking is not encouraged and will not be
rewarded via (i) the balanced use of both short- and long-
term incentive plans and (ii) malus/clawback provisions.
— Predictability – our incentive plans are subject to individual
caps, with our share plans also subject to market standard
dilution limits. The scenario charts on page 122 illustrate how
the rewards potentially receivable by our Executive Directors
vary based on performance delivered and share price
growth.
119Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
— Proportionality – there is a clear link between individual
awards, delivery of strategy and our long-term performance.
In addition, the signicant role played by the value of reward
through equity with post-employment holding requirements,
together with the structure of the Executive Directors’ service
contracts, ensures that poor performance is not rewarded.
— Alignment to culture – Ascential has a relentless focus on
delivering for our customers and this is fully aligned with our
Remuneration Policy in that employee personal success is
directly linked to the Ascential Beliefs and Behaviours
through the short-term incentive plans and targets we
operate. This is especially the case at the most senior levels
within our business.
How are wider employment conditions considered?
The Commiee seeks to ensure that the underlying principles
which form the basis for decisions on Executive Directors’ pay are
consistent with those on which pay decisions for the rest of the
workforce are taken. For example, the Commiee takes into
account the general salary increase for the broader employee
population when conducting the salary review for the Executive
Directors. With eect from 1 April 2022, the salary increases
awarded to the Executive Directors were in line with the average
wage increase for all UK employees at 2.5%.
The Company operates UK and International Sharesave and US
Stock Purchase saving plans for employees wishing to invest in
the Company’s shares. A formal employee consultation on
remuneration is not operated; however, employees are able to
provide feedback on the Company’s remuneration policies to
their managers or the People Team informally, as well as through
the employee engagement survey and formal performance
review process.
The Ascential Employee Forum was established in 2020 and
continued to provide an additional channel for consulting with
employees on issues aecting them, including Remuneration
Policy. Fixed ratios between the total remuneration levels of
dierent roles in Ascential are not applied, as this may prevent us
from recruiting and retaining the necessary talent in competitive
employment markets. We do operate a formal job banding
framework, which helps to ensure that remuneration is
appropriate and consistent across the organisation.
The Executive Directors’ Remuneration Policy (as set out on pages
118 to 125) reects dierences compared to the broader employee
base that are appropriate to leadership to ensure alignment with
shareholder interests. A greater weight is placed on performance-
based pay through the quantum and participation levels in
incentive schemes.
What changes are we making to the Directors’
Remuneration Policy?
In the context of the conclusions of the strategic review
announced in January 2023, the Commiee considers it
appropriate to keep the previously approved Policy in place
for 2023, ahead of a comprehensive review of remuneration
policy for the Group once the proposed transactions of disposing
of WGSN and the demerger of Digital Commerce assets have
been completed. As a result, no changes are being made to the
current policy.
Are the views of shareholders considered?
The Commiee values and is commied to dialogue with
shareholders. We will continue to carefully consider any
shareholder feedback received in relation to the AGM this year
and in future. As with the Directors’ Remuneration Policy
proposed for approval at the 2023 AGM, the Commiee will
continue to engage proactively with shareholders and ensure
that shareholders are consulted in advance where any material
changes to the Directors’ Remuneration Policy are proposed.
120 Directors’ remuneration policy continued
What are the elements of Executive Directors’ Pay?
Element Purpose and link to strategy Operation Opportunity
Base Salary Provides a competitive and
appropriate level of basic
xed pay appropriate to
recruit, retain and reward
Directors of a suitable
calibre to deliver the
Company’s strategic goals
and business outputs.
Reects an individual’s
experience, performance
and responsibilities within
Ascential.
Set at a level which provides a fair reward for the role
and which is competitive amongst relevant peers.
Normally reviewed annually with any changes taking
eect from 1 April each year.
Set taking into consideration individual and Company
performance, the responsibilities and accountabilities
of each role, the experience of each individual, his or
her marketability and Ascential’s key dependencies on
the individual.
Reference is also made to salary levels amongst
relevant peers and other companies of equivalent size
and complexity.
The Commiee considers the impact of any base
salary increase on the total remuneration package.
Increases will normally be in line
with the general increase for the
broader employee population,
considering factors such as
performance of the Company and
external factors such as ination.
More signicant increases than
standard may be awarded from
time to time to recognise, for
example, development in role and
change in position or responsibility,
as are also considered for the wider
workforce for the same reasons.
Current salary levels are disclosed in
the Annual Report on Remuneration.
Benets Provides market
competitive and
appropriate benets
package.
Benets provided may include private medical
insurance, life assurance and income protection
insurance.
The benets provided may be subject to minor
amendment from time to time by the Commiee
within this policy. In addition, Executive Directors are
eligible for other benets which are introduced for the
wider workforce on broadly similar terms. The
Company may reimburse any reasonable business-
related expenses incurred in connection with their role
(including tax thereon if these are determined to be
taxable benets).
There is no overall maximum level
of benets provided to Executive
Directors, and the level of some of
these benets is not pre-
determined but may vary from
year to year based on the overall
cost to the Company. However, the
Commiee monitors annually the
overall cost of the benets
provided to ensure that it remains
appropriate.
Pension Provides a competitive
and appropriate pension
package.
Each Executive Director has the right to participate in
the pension scheme operated by the Company either
via a contribution into the Company’s dened
contribution plan, or via an alternative cash
allowance.
Pension contributions and/or cash
allowances are set at 9% of base
salary for Executive Directors
appointed prior to 2020 taking
into account their service in post
and the approach to pensions
applied to the wider UK workforce.
For Executive Directors who joined
aer the 2020 policy was approved,
the Company contribution will align
with the pension provision to the
wider UK workforce with executives
eligible to receive a maximum
Company contribution to a pension
scheme or a cash payment on the
following scale:
5% of salary: less than 5 years’
service;
7% of salary: less than 10 years’
service; and
9% of salary: greater than 10
years’ service.
All-employee
share plans
Encourages employee
share ownership and
therefore increases
alignment with
shareholders.
Ascential may from time to time operate tax-
approved share plans (such as HMRC approved Save
As You Earn Option Plan and Share Incentive Plan) for
which Executive Directors could be eligible.
The schemes are subject to the
limits set by HMRC or appropriate
tax authority from time to time.
121Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Element Purpose and link to strategy Operation Opportunity
Annual bonus Incentivises the execution
of key annual goals by
rewarding performance
against targets aligned to
delivery of strategy.
Compulsory deferral of a
portion of bonus into
Ascential shares provides
alignment with
shareholders.
Paid annually, bonuses will be subject to achievement
ofstretching nancial performance measures. The
Commiee also has discretion to introduce non-
nancial and/or strategic measures in future years.
Itisintended, however, that nancial measures will
determine the majority of the annual bonus opportunity.
50% of the bonus will normally be deferred into
awards over shares under the Deferred Annual Bonus
Plan (“DABP”), with awards normally vesting aer a
three-year period.
Executive Directors have the exibility to voluntarily
elect to defer up to 100% of any bonus earned into
shares for three years.
Recovery and withholding provisions are in operation
across the annual bonus and the DABP in certain
circumstances, including where there has been a
misstatement of accounts, an error in assessing any
applicable performance conditions, or in the event of
misconduct on the part of the participant.
The Commiee has discretion to adjust bonus outcomes
having had regard to overall corporate performance.
The maximum bonus payable to
Executive Directors is 125% of base
salary with 50% of maximum
payable for on-target
performance (62.5% of salary). 0%
of salary is paid for threshold
performance.
Dividends may accrue on DABP
awards over the vesting period
and be paid out either as cash or
as shares on vesting.
Performance
Share Plan
(“PSP”)
Rewards the achievement
of sustained long-term
performance that is
aligned with shareholder
interest. Facilitates share
ownership to provide
further alignment with
shareholders.
Annual awards of performance shares that normally
vest aer three years subject to performance
conditions and continued service. Performance is
normally tested over a period of at least three
nancial years.
For the awards to be granted in 2022, awards will be
subject to targets based on growth in Adjusted EPS
and Digital Commerce Business Unit revenue.
Dierent performance measures and/or weightings
may be applied for future awards as appropriate.
At least 50% of future awards will be subject to
nancial measures which will normally be a prot
measure. The Commiee will consult in advance with
major shareholders prior to any signicant changes
being made.
Following vesting, a further two-year holding period
will apply to the awards whereby Executive Directors
will be restricted from selling the net-of-tax shares
which vest.
Recovery and withholding provisions operate in
certain circumstances, including where there has been
a misstatement of accounts, an error in assessing any
applicable performance conditions, or in the event of
misconduct on the part of the participant. These
provisions apply for at least three years from the date
on which an award vests.
The normal maximum opportunity
is 200% of base salary. In
exceptional circumstances this
may be increased to 250% of
salary.
Subject to the Remuneration
Commiee’s discretion to amend
formulaic outputs, for achievement
of the threshold level of
performance (the minimum level of
performance for vesting to occur),
up to 25% of the maximum
opportunity will vest for each
element, rising on a graduated
scale up to 100% of each element
vesting for achieving the
maximum level of performance.
Dividends may accrue on PSP
awards over the vesting period
and be paid out either as cash
or as shares on vesting in respect
of the number of shares that
have vested.
Shareholding
guideline
Encourages Executive
Directors to build a
meaningful shareholding in
Ascential so as to further
align interests with
shareholders.
Each Executive Director must build up and maintain a
shareholding in Ascential equivalent to 200% of base
salary. If an Executive Director does not meet the
guideline, they will be expected to retain at least half
of the net shares vesting under the Company’s
discretionary share-based employee incentive
schemes until the guideline is met.
Not applicable
Post-
employment
share
ownership
requirements
Ensures there is an
appropriate amount of ‘tail
risk’ for executive post
cessation of employment.
Executives leaving employment as good leavers (e.g.
due to retirement) will continue to hold share awards
until the later of their original vesting date or the
conclusion of a holding period on the vested shares.
Deferred share bonus awards and PSP awards will only
be eligible to vest at the normal vesting date (i.e. three
years from grant and subject to performance in the
case of the PSP) and vested PSP shares subject to a
holding period will remain subject to the holding period
(i.e. vesting and release will not be brought forward
from year 5 to year 3). An exceptional circumstances
provision will apply so that these provisions could be
overridden (e.g. in the event of death).
Bad leavers’ share awards will lapse on cessation of
employment.
Not applicable
122 Directors’ remuneration policy continued
What discretion does the Commiee retain in operating
the incentive plans?
The Commiee operates Ascential’s various incentive plans
according to their respective rules. To ensure the ecient
operation and administration of these plans, the Commiee
retains discretion in relation to a number of areas. Consistent with
market practice, these include (but are not limited to) the
following:
— Selecting the participants;
— The timing of grant and/or payments;
— The size of grants and/or payments (within the limits set out in
the policy table above);
— The extent of vesting based on the assessment of
performance;
— Determination of good leaver and, where relevant, the extent
of vesting in the case of the share-based plans;
— Treatment in exceptional circumstances such as change of
control, in which the Commiee would act in the best interests
of Ascential and its shareholders;
— Making the appropriate adjustments required in certain
circumstances (e.g. rights issues, corporate restructuring
events, variation of capital and special dividend);
— Cash seling awards; and
— The annual review of performance measures, weightings
and seing targets for the discretionary incentive plans
from year to year.
Any performance conditions may be amended or substituted
if one or more events occur which cause the Commiee to
reasonably consider that the performance condition would
not without alteration achieve its original purpose. Any varied
performance condition would not be materially less dicult
to satisfy in the circumstances.
How does the Commiee choose performance
measures and set targets?
The performance metrics used for the annual bonus plan and PSP
have been selected to reect Ascential’s key performance
indicators.
The annual bonus is based on performance against a stretching
combination of nancial measures, with the exibility to include
non-nancial performance measures if considered to be
appropriate. The nancial measures are set taking account of
Ascential’s key operational objectives but will typically include a
measure of protability such as EBITDA (which is also closely
correlated with the generation of cash) and/or revenue (which
reects the Company’s growth focus) as these are key
performance indicators. In 2023, the annual bonus will be
measured on revenue (50%) and prot (50%) targets.
The performance conditions for the PSP will be weighted towards
nancial performance and include metrics weighted towards
long-term value creation (e.g. a combination of Adjusted EPS and
revenue performance for the Digital Commerce Business Unit).
Digital Commerce Business Unit revenue has been selected as an
appropriate metric as growth in its revenue remains a key
long-term strategic priority.
A sliding scale of challenging performance targets is set for both
of these measures and further details of the targets applied are
set out in the Annual Report on Remuneration.
The Commiee will review the choice of performance measures
and the appropriateness of the performance targets prior to
each PSP grant.
Dierent performance measures and/or weightings may be
applied for future awards as appropriate. However, the
Commiee will consult in advance with major shareholders prior
to any signicant changes being made.
What about pre-existing arrangements?
In approving this Directors’ Remuneration Policy, authority is
given to the Remuneration Commiee to honour any
commitments entered into with current Directors that pre-date
the approval of the policy. Details of any payments to current or
former Directors will be set out in the Annual Report on
Remuneration if and when they arise.
How does the executive pay policy dier from that for
other Ascential employees?
The Remuneration Commiee considers the Executive Directors’
remuneration in the context of the wider employee population.
All of the Company’s employees have the opportunity to
participate in share-based rewards such as SAYE, and the wider
leadership team of the Company participate in annual bonus
arrangements. The Remuneration Policy for the Executive
Directors is more heavily weighted towards variable pay than for
other employees, to make a greater part of their pay conditional
on the successful delivery of business strategy. This aims to create
a clear link between the value created for shareholders and the
remuneration received by the Executive Directors.
How much could an Executive Director earn under the
Remuneration Policy?
A signicant proportion of total remuneration is linked
to Company performance, particularly at maximum
performance levels.
The chart below illustrates how the Executive Directors’ potential
reward opportunity varies under three dierent performance
scenarios: xed pay only, on-target and at maximum.
Illustrations are intended to provide further information to
shareholders regarding the pay for performance relationship.
Actual pay delivered will be inuenced by changes in share price
and the vesting levels of awards.
Duncan Painter
CEO £’000
Target Maximum Maximum
(with share
price growth)
Below target
£
£,
£,
£,
%
%
%
%
% %
%
%
%
%
%
,
,
,
,
,
,
Mandy Gradden
CFO £’000
Target Maximum Maximum
(with share
price growth)
Below target
£
£,
£,
£,
%
%
%
%
%
%
%
%
%
%
%
,
,
,
,
,
,
123Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Paul Harrison
COO £’000
Target Maximum Maximum
(with share
price growth)
Below target
£
£,
£,
£,
%
%
%
%
%
%
%
%
%
%
%
,
,
,
,
,
,
Fixed Pay Annual Bonus LTIP
50% share price growth on LTIP
The Executive Directors can participate in all-employee share
schemes on the same basis as other employees. The value that
may be received under these schemes is subject to tax-approved
limits. For simplicity, the value that may be received from
participating in these schemes has been excluded from the
above charts.
What would a new Executive Director be paid?
The ongoing remuneration package for a new Executive Director
would be set in accordance with the terms of Ascential’s
shareholder-approved Remuneration Policy at the time of
appointment and the maximum limits set out therein. It is the
Remuneration Commiee’s policy that no ongoing special
arrangements will be made, and in the event that any deviation
from standard policy is required to recruit a new hire on an ongoing
basis, approval would be sought at the Annual General Meeting.
Base salary levels will be set in accordance with Ascential’s
Remuneration Policy, taking into account the experience and
calibre of the individual. Salaries may be set at a below-market
level initially with a view to increasing them to the market rate
subject to individual performance and developing into the role
by making phased above-ination increases.
Benets will be provided in line with those oered to the other
Executive Directors, taking account of local market practice.
What would the ongoing incentive arrangements be for
a newly appointed Executive Director?
Currently, for an Executive Director, annual bonus payments will
not exceed 125% of base salary and PSP awards would not
normally exceed 200% of base salary (not including any
arrangements to replace forfeited entitlements).
Where necessary, specic annual bonus and PSP targets and
dierent vesting and/or holding periods may be used for an
individual for the rst year of appointment if it is appropriate to
do so to reect the individual’s responsibilities and the point in
the year in which they joined the Board. A PSP award can be
made shortly following an appointment (assuming the Company
is not in a close period).
What payments could a newly appointed Executive
Director receive beyond the policy?
The Commiee retains exibility to oer additional cash and/or
share-based awards on appointment to take account of
remuneration or benet arrangements forfeited by an Executive
on leaving their previous employer. If shares are used, such
awards may be made under the terms of the PSP or as permied
under the Listing Rules.
Such payments would take into account the nature of awards
forfeited and would reect (as far as possible) performance
conditions, the values foregone and the time over which they
would have vested or been paid. Awards may be made in cash if
the Company is in a prohibited period at the time an Executive
joins the Company.
The Commiee may also agree that the Company will meet
certain relocation, legal, tax equalisation and any other
incidental expenses as appropriate so as to enable the
recruitment of the best people including those who would
need to relocate.
What about an internal appointment?
In the case of an internal Executive Director appointment, any
variable pay element awarded in respect of the prior role may be
allowed to pay out according to its terms, and adjusted as
relevant to take into account the appointment. In addition, any
other ongoing remuneration obligations existing prior to
appointment may continue. Where a temporary internal
promotion occurs, base salary may be subject to an adjustment
to beer reect the temporary role or an additional allowance
may be payable to reect the additional responsibilities for the
period they operate.
Are the Executive Directors allowed to hold external
appointments?
Executive Directors are permied to accept external appointments
with the prior approval of the Board and where there is no impact
on their role with Ascential. The Board will determine on a
case-by-case basis whether the Executive Directors will be
permied to retain any fees arising from such appointments.
What are the Executive Directors’ terms of employment?
What are their notice periods?
The Executive Directors have entered into service agreements with an
indenite term that may be terminated by either party on 12 months’
wrien notice. Contracts for new appointments will be terminable by
either party on a maximum of 12 months’ wrien notice.
What payments will an Executive Director receive when
they leave the Company?
An Executive Director’s service contract may be terminated
summarily without notice and without any further payment or
compensation, except for sums accrued up to the date of
termination, if they are deemed to be guilty of gross misconduct
or for any other material breach of the obligations under their
employment contract.
The Company may suspend the Executive Directors or put them
on a period of garden leave during which they will be entitled to
salary, benets and pension only.
If the employment of an Executive Director is terminated in other
circumstances, compensation may include base salary due for
any unexpired notice period, pro-rata bonus (normally based on
performance assessed aer the year end), and any amount
assessed by the Commiee as representing the value of other
contractual benets which would have been received during the
period. The Company may choose to continue providing some
benets instead of paying a cash sum, representing their cost. The
cash element of any annual bonus paid to a departing Executive
Director would normally be paid at the normal payment date,
and reduced pro rata to reect the actual period worked.
Any statutory entitlements or sums to sele or compromise claims
in connection with a termination (including, at the discretion of the
Commiee, reimbursement for tax or legal advice and provision
of outplacement services) would be paid as necessary.
Executive Directors’ service contracts are available for inspection
at Ascential’s registered oce during normal business hours and
will be available for inspection at the AGM.
124 Directors’ remuneration policy continued
How are outstanding share awards treated when an Executive Director leaves Ascential?
Any share-based entitlements granted to an Executive Director under Ascential’s share plans will be treated in accordance with the
relevant plan rules. Usually, any outstanding awards lapse on cessation of employment. However, in certain prescribed circumstances,
such as death, injury, disability, retirement with the consent of the Commiee, the sale of the entity that employs him/her out of
Ascential or any other circumstances at the discretion of the Commiee, “good leaver” status may be applied.
For good leavers under the PSP, outstanding awards will normally vest at the original vesting date to the extent that the performance
condition has been satised, and would normally be reduced on a pro-rata basis to reect the period of time which has elapsed
between the grant date and the date on which the participant ceases to be employed by the Company. The Commiee retains the
discretion to vest awards (and measure performance accordingly) on cessation and/or to disapply time pro-rating. However, it is
envisaged that this would only be applied in exceptional circumstances in line with the Company “post cessation of employment share
ownership guideline”. For good leavers under the DABP, unvested awards will vest at the original vesting date unless the Commiee
exercises its discretion and allows the award to vest in full on, or shortly following, the date of cessation. However, in line with the
Company “post cessation of employment share ownership guideline” it is envisaged this would only be applied in exceptional
circumstances.
In determining whether a departing Executive Director should be treated as a “good leaver”, the Commiee will take into account the
performance of the individual and the reasons for their departure.
What happens to their outstanding share awards if there is a takeover or other corporate event?
Outstanding awards on a takeover or winding up of the Company will vest early to the extent that the performance condition has
been satised, and would normally be reduced on a pro-rata basis to reect the period of time which has elapsed between the grant
date and the date of the takeover or other corporate event, although the Commiee would retain discretion to waive time pro-rating
of an award if it regards it as appropriate to do so in the particular circumstances.
In the event of a demerger, special dividend or other event which, in the opinion of the Commiee, may aect the current or future
value of shares, the Commiee may decide that awards will vest on a basis which would apply in the case of takeover. In the event of
an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company, unless
the Commiee decides that awards should vest on a basis which would apply in the case of a takeover.
How are the Non-Executive Directors paid?
Element Purpose and link to
strategy
Operation Opportunity
Non-
Executive
Director
fees
To aract and retain a
high-calibre Chairman
and Non-Executive
Directors by oering
market competitive fee
levels.
The Company Chairman is paid an annual fee. The
Non-Executives (including the Senior Independent
Director) are paid a basic fee, with the Chairs of the main
Board Commiees, the Senior Independent Director and
the Non-Executive Director designated as the employee
representative, being paid additional fees to reect the
extra responsibilities and time commitments. If there is a
temporary yet material increase in the time commitments
for Non-Executive Directors, the Board may pay extra fees
on a pro-rata basis to recognise the additional workload.
The level of fees is reviewed periodically by the Commiee
and CEO for the Company Chairman, and by the
Company Chairman and Executive Directors for the
Non-Executive Directors, and is set taking into
consideration market levels in comparably sized FTSE
companies, the time commitment and responsibilities of
the role and to reect the experience and expertise
required. The Company Chairman and the Non-Executive
Directors are not eligible to participate in incentive
arrangements or to receive benets save that they are
entitled to reimbursement of reasonable business
expenses and any tax thereon.
The fees are subject to maximum
aggregate limits as set out in the
Company’s Articles of Association
(£2,000,000).
The Commiee is guided by the
general increase for the broader
employee population, but on
occasions may need to recognise,
for example, changes in
responsibility, and/or time
commitments.
Current fee levels are disclosed in
the Annual Report on
Remuneration.
125Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
What would a new Chairman or Non-Executive Director be paid?
For a new Chairman or Non-Executive Director, the fee arrangement would be set in accordance with the approved Remuneration
Policy in force at that time.
What are the terms of appointment for the Chairman and Non-Executive Directors?
All Non-Executive Directors have leers of appointment with the Company for an initial period of three years (save for the Chairman
who is appointed for a nine-year term), subject to annual re-election by the Company at a general meeting.
The appointment of each Chairman and Non-Executive Director may be terminated by either party with three months’ notice.
The appointment of each may also be terminated at any time if they are removed as a Director by resolution at a general meeting
or pursuant to the Articles, provided that in such circumstances the Company will (except where the removal is by reason of their
misconduct) pay the Chairman or Non-Executive an amount in lieu of their fees for the unexpired portion of his or their notice period.
Directors’ leers of appointment are available for inspection at the registered oce of Ascential during normal business hours and
will be available for inspection at the AGM.
Dates of Directors’ service contracts/leers of appointment
Date of service contract / appointment
Unexpired term of contract
at December
Executive Directors
Duncan Painter
January Rolling contract
Mandy Gradden
January Rolling contract
Paul Harrison January Rolling contract
Non-Executive Directors
Sco Forbes
January n/a
Suzanne Baxter
January n/a
Rita Clion
May n/a
Joanne Harris
April n/a
Funke Ighodaro
January n/a
Gillian Kent
January n/a
Charles Song
October n/a
Judy Vezmar January n/a
126 Annual report on remuneration
Annual report on remuneration
Subject to an advisory vote at the 2023 AGM
This report has been prepared in accordance with the provisions
of the Companies Act 2006 and the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008
(as amended). This report has also been prepared in line with the
recommendations of the 2018 UK Corporate Governance Code.
This part of the Directors’ Remuneration Report sets out a
summary of how the Directors’ Remuneration Policy was applied
during 2022. The policy in place for the year was approved by
shareholders at the 2020 AGM. This Annual Report on
Remuneration will be subject to an advisory vote at the 2023
AGM. Various disclosures in this report about the Directors’
remuneration have been audited by Ascential’s independent
auditor, KPMG LLP. Where information has been audited, this has
been clearly indicated.
What is the composition of the Remuneration
Commiee?
The Commiee is made up of independent Non-Executive
Directors and there is cross-membership with the Audit
Commiee, whose remit includes review of risk management, to
ensure that there is alignment between the Group’s key risks and
its Remuneration Policy. Regular aendees include the external
remuneration adviser, Chief Executive, Chief Operating Ocer,
EVP, People and the VP, Reward. No aendee is present when
their own individual remuneration is being discussed.
Commiee aendance during the year
The Commiee held four formal meetings during the year, and
additionally met informally several times to discuss any maers
arising. All members aended all meetings.
Key activities of the Commiee
The Commiee’s key activities during the 2022 nancial year were:
— discussion and conclusion of proposals to present the existing
Directors’ Remuneration Policy for approval by shareholders
at the 2023 AGM;
— reviewing base salaries for Executive Directors and senior
management;
— reviewing and approving a revised bonus plan for key talent
within the Digital Commerce division;
— approving the bonus ouurn for Executive Directors and
senior management;
— seing bonus targets for Executive Directors and approving
them for senior management;
— approving awards under the Company’s share plans,
including associated performance conditions; and
— approving this Remuneration Commiee Report.
127Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Total remuneration for the nancial year to 31 December 2022 (Audited)
The following table reports the total remuneration receivable in respect of qualifying services by each Director for the year ended 31
December 2022.
£’ Salary & fees
Taxable
benets
Pension
Total
Fixed Pay
Annual
Bonus
Long-Term
Incentive
Other
Total
Variable Pay
Total
Remuneration
Executive
Duncan Painter – –
– – ,
Mandy Gradden – –
– –
Paul Harrison – -
– , , ,
Non-Executive
Sco Forbes – – – – – –
– – – – – –
Rita Clion – – – – – –
– – – – – –
Gillian Kent – – – – – –
– – – – – –
Judy Vezmar – – – – – –
– – – – – –
Charles Song
6
– – – – – –
– – – – – –
Suzanne Baxter – – – – – –
– – – – – –
Funke Ighodaro
7
– – – – – –
– – – – – –
Joanne Harris
6
– – – – – –
– – – – – –
Tota l , , – ,
Total , , , – , , ,
1. Benets include private medical insurance, life assurance, income protection insurance and use of a company driver.
2. Pension amounts are the cash allowance paid in lieu of pension contributions which are calculated as 9% of salary for the CEO and CFO, and 5% for the COO.
3. Bonus was calculated as a percentage of annual salary received during the year – i.e. pro-rated for salary increase in April each year. Any bonus amounts to be deferred under
the Deferred Annual Bonus Plan are shown in the bonus gure for the year in which they were awarded.
4. The PSP granted to Duncan Painter and Mandy Gradden in 2020 were delayed from the normal grant time of March until October in response to the uncertainty presented by
Covid and the consequent challenges with establishing appropriate performance conditions. The performance period for the 2020 PSP therefore runs until October 2023. The
value (if any) of this award will be included in the 2023 DRR when the vesting outcome is known.
5. As announced in the 2020 Annual Report on Remuneration, 313,336 shares were awarded in 2021 to Paul Harrison pas part of his joining arrangements. The award was not
subject to performance conditions as it mirrored the awards forfeited by Paul on leaving his prior employment. The nal tranche of 129,159 vested in April 2022 and was not
subject to performance conditions, other than continued employment. The 2021 value of this buyout award has been restated to include the market value of the entire award as
at the date of grant (£4.16). Duncan Painter and Mandy Gradden were each granted 9,944 shares under the SAYE plan with an option price of £1.81. The value of these awards will
be included in the single gure table of remuneration in the year in which they are exercised, if such an exercise takes place.
6. Charles Song and Joanne Harris’ fees are paid in local currency (Hong Kong dollar and US dollar respectively). Their fees were xed in local currency on their appointment and
therefore the GBP amount of their fees varies according to movement in the GBP exchange rate.
7. Funke Ighodaro resigned from the Board with eect from 9 September 2022.
The aggregate gain for Mandy Gradden in the year from the exercise of options under the Performance Share Plan was £733,068 based
on the market price on the date of exercise of £1.81. The aggregate gain for Mandy Gradden in the year from the exercise of options under
the DABP was £67,953 based on the market prices on the dates of exercise of £3.35 and £1.81. The aggregate gain for Duncan Painter in
the year from the exercise of options under the DABP was £65,513 based on the market price on the date of exercise of £3.35.
Duncan Painter is also a non-executive director of ITV plc and received fees totalling £70,425 in 2022 (2021: £70,425) from that external
appointment. Paul Harrison is a non-executive director of Darktrace plc and received fees totalling US dollar 114,992 in 2022 (2021:
£61,875) from that external appointment.
128
Annual report on remuneration continued
How was the annual bonus payment determined? (Audited)
The bonus targets for the year, performance against these targets, and the resulting payouts are set out below. At the time of seing
the targets, the Commiee considered the target ranges to provide an appropriate balance between being achievable at the boom
end of the performance ranges and providing a stretch target at the top end of the ranges. The targets were considered similarly
demanding to those set for 2021 allowing for changes to the Company’s portfolio of businesses. The targets were subject to an
appropriate adjustment to reect material M&A activity during the year (i.e. they were increased to reect the acquisition-case
expected nancial performance) with this approach ensuring that the targets were no less challenging than when originally set.
Target
Weighting Threshold Target Maximum Actual
%
Required
result
Payout as
% of
maximum
Required
result
Payout as
a% of
maximum
Required
result
Payout as
a% of
maximum
Actual
result
Payout as
a% of
maximum
Payout as
% of target
Revenue (£’m)
. . . . . .
EBITDA (£’m) . . . . . .
Tota l . .
The Commiee conrmed that this payout level was appropriate in the overall context of the Company’s nancial performance in
2022 and in line with payouts at those Business Units which outperformed their targets. In approving bonus awards the Commiee
noted that the Company delivered strong performance during the year with Organic revenue growth of 30% and Adjusted EBITDA
growth of 23%. No discretion to adjust payouts was therefore required. Half of the bonus will be deferred into shares for three years
under the Deferred Annual Bonus Plan
What equity awards have been included in the single gure table? (Audited)
The PSP award granted to the Executive Directors in 2020 was delayed from the normal grant time of March until 1 October in response
to the uncertainty presented by Covid and the consequent challenges with establishing appropriate performance conditions. The
award is subject to relative TSR performance over the period to 30 September 2023. The value of this award (if any) will be included in
the 2023 Directors’ Remuneration Report when the vesting outcome is known.
What equity awards have been granted during the year? (Audited)
The Executive Directors received the following awards under the Performance Share Plan (“PSP”) and the Deferred Annual Bonus Plan
during the year.
Type of
award
Number
of shares
Face
value (£)¹
Face value as a
% of salary
Threshold
vesting
End of performance
period
Duncan Painter PSP , ,, % % December
Duncan Painter DABP , , % n/a n/a
Duncan Painter SAYE , , n/a n/a n/a
Mandy Gradden PSP , , % % December
Mandy Gradden DABP , , % n/a n/a
Mandy Gradden SAYE , , n/a n/a n/a
Paul Harrison PSP , , % % December
Paul Harrison DABP , , % n/a n/a
1 The 2022 PSP and DABP awards were granted as conditional awards. Face value has been calculated using the average closing share price for the ve business days immediately
preceding the date of grant of the award which was £3.3684. The SAYE awards have an option price of £1.81, which was a 20% discount to the three-day average closing share
price market value of £2.26, which has been used to calculate the face value in the above table.
With regard to the 2022 award’s performance targets, the Commiee agreed that the 2022 awards should be based on EPS (75%
weighting) and revenue of the Digital Commerce Business Unit (25% weighting), consistent with the prior year. These metrics reect
feedback during engagement with the Company’s investors on appropriate medium to long-term targets to support sustained
protable growth and beer alignment with the Board’s business strategy objectives of expanding our global leadership as a provider
of specialist information, analytics and ecommerce optimisation, with a special focus in digital commerce.
The 2022 PSP awards are therefore subject to the following performance criteria:
Performance criteria Weighting
Threshold
(% vesting) Stretch (%)
Measurement
period
Adjusted EPS growth % % % January – December
Digital Commerce Business
Unit revenue
% £.m £.m
January – December
Both the EPS and Digital Commerce Revenue targets were set having taken into account our internal planning and external market
expectations for future performance as at the date of the award in April 2022. To ensure the EPS target acts as a realistic incentive, it
was set and will be tested using constant tax rates in light of the prevailing uncertainties around future corporate tax rates, particularly
in the US which has and continues to represent an increasing proportion of Ascential’s business. In terms of the degree of stretch in the
targets, they were set with a view to striking the right balance between being realistic at the threshold performance levels and
stretching at the top end of the range set and, most importantly, aligning with the expected growth through to the end of 2024. The
Commiee will consider the overall vesting result in the context of broader Company performance on vesting, as well as making any
adjustments required to reect material M&A activity that takes place during the performance period.
To the extent awards vest in April 2025, any shares delivered will be subject to a two-year holding period.
129Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
What other interests do the Directors have in Ascential share plans?
The tables below summarise the interests the Executive Directors have in Ascential share plans.
Duncan Painter
Scheme
Interests at
Jan
Granted
in year
Lapsed
in year
Exercised
in year
Interests at
Dec
Date
of grant
Exercise
price (£)
Vesting
date
Expiry
date
PSP
, – , – – -Mar- nil -Mar- n/a
PSP
, – – – , -Oct- nil -Oct- n/a
PSP
, – – – , -Sep- nil -Sep- n/a
PSP
– , – – , -Apr- nil -Apr- n/a
DABP
, – – – , -Mar- nil -Mar- -Mar-
DABP
, – – , – -Mar- nil -Mar- n/a
DABP
, – – – , -Oct- nil -Oct- n/a
DABP
– , – – , -Apr- nil -Apr- n/a
SAYE , – – – , -Sep- . -Nov- -Apr-
SAYE – , – – , -Oct- . -Nov- -Apr-
Tota l ,, , , , ,,
Mandy Gradden
Scheme
Interests at
Jan
Granted
in year
Lapsed
in year
Exercised
in year
Interests at
Dec Date of grant
Exercise
price (£)
Vesting
date
Expiry
date
PSP
, – – , – -Mar- nil -Mar- -Mar-
PSP
, – – , – -Mar- nil -Mar- -Mar-
PSP
, – , – – -Mar- nil -Mar- n/a
PSP
, – – – , -Oct- nil -Oct- n/a
PSP
, – – – , -Sep- nil -Sep- n/a
PSP
– , – – , -Apr- nil -Apr- n/a
DABP
, – – , – -Mar- nil -Mar- -Mar-
DABP
, – – , – -Mar- nil -Mar- n/a
DABP
, – – – , -Oct- nil -Oct- n/a
DABP
– , – – , -Apr- nil -Apr- n/a
SAYE , – – – , -Sep- . -Nov- -Apr-
SAYE – , – – , -Apr- nil -Apr- n/a
Tota l ,, , , , ,
Paul Harrison
Scheme
Interests at
Jan
Granted
in year
Lapsed
in year
Exercised
in year
Interests at
Dec Date of grant
Exercise
price (£)
Vesting
date
Expiry
date
Buy out
, – – , – -Sep- nil -Mar- n/a
PSP
, – – – , -Sep- nil -Sep- n/a
PSP – , – – , -Apr- nil -Apr- n/a
DABP – , – – , -Apr- nil -Apr- n/a
SAYE , – – – , -Sep- . -Nov- -Apr-
Tota l , , – , ,
The closing share price of Ascential’s ordinary shares at 31 December 2022 was 201.60p and the closing price range from 1 January 2022
to 31 December 2022 was 176.20p to 413.40p.
The Executive Directors can participate in the Ascential Save As You Earn scheme on the same terms as those open to the wider
workforce. Share options are granted at an option price which is a 20% discount on the share price on the date of oer. Options
normally vest following the conclusion of a three-year savings contract and will ordinarily be exercisable for a period of six months
aer the vesting date.
Ordinary shares required to full entitlements under the PSP, RSP, DABP and SIP may be provided by Ascential’s Employee Benet
Trusts (“EBT”). As beneciaries under the EBT, the Executive Directors are deemed to be interested in the Ordinary Shares held by the
EBT which, at 31 December 2022, amounted to 425,521 shares. Assuming that all outstanding awards made under Ascential’s share
plans vest in full, Ascential has utilised 4.69% of the 10% in ten years and 3.58% of the 5% in ve years dilution limits.
130 Annual report on remuneration continued
What pension payments were made in 2022? (Audited)
The table below provides details of the Executive Directors’ pension benets:
Cash in lieu of contributions
toDC type pension plan
(£’s)
Duncan Painter
Mandy Gradden
Paul Harrison
Each Executive Director has the right to participate in Ascential’s dened contribution pension plan or to elect to be paid some or all of
their contribution in cash. Pension contributions and/or cash allowances are capped at 9% of salary for the CEO and CFO, and 5% of
salary for the COO..
Were there any payments made to past Directors during 2022? (Audited)
There were no payments made to any past Directors during the year.
What are the Directors’ shareholdings and is there a guideline? (Audited)
To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a shareholding
in Ascential equivalent to 200% of base salary. Until the guideline is met, Executive Directors are required to retain 50% of any share
awards that vest (or are exercised) net of tax. Details of the Directors’ interests in shares (including those of their connected persons) are
shown in the table below:
Director
Benecially
owned at
Dec
Benecially
owned at
Dec
Shareholder
guideline
achieved?
PSP
DABP SAYE
Not vested Not vested
Vested but
not exercised Not vested
Vested but
not exercised
Duncan Painter
,, ,, Yes , , , , ,
Mandy Gradden
,, , Yes , , – , ,
Paul Harrison
, , No
1
, , – , –
Sco Forbes
, , n/a – – – – –
Suzanne Baxter
, , n/a – – – – –
Rita Clion
– – n/a – – – – –
Joanne Harris
– – n/a – – – – –
Judy Vezmar
, , n/a – – – – –
Gillian Kent
– – n/a – – – – –
Charles Song – – n/a – – – – –
Tota l ,, ,, ,, , , , ,
1 Paul Harrison was appointed as COO with eect from 11 January 2021 and was building his shareholding in line with the shareholding guideline.
2. All outstanding PSP awards are subject to performance conditions.
3. Awards under the DABP and SAYE are not subject to performance conditions, other than service-based conditions.
How does the CEO’s pay compare to Ascential’s performance?
This graph shows a comparison of Ascential’s total shareholder return (share price growth plus dividends paid) with that of the FTSE
250 (excluding investment trusts) since Admission. This index has been selected as it comprises companies of a comparable size and
provides an indication of Ascential’s relative performance.
8 Feb 2016
Value (£) (rebased)
31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 202231 Dec 202131 Dec 202031 Dec 2019
Ascential plc
This graph shows the value, by 31 December 2022, of £100 invested in Ascential plc at the IPO Oer Price on 08 February 2016, compared with the value of £100 invested in
the FTSE 250 (excluding investment trusts). Source: Datastream (Renitiv)
FTSE 250 (excluding investment trusts)
0
100
50
150
200
250
The total remuneration gure for the CEO for each year since IPO is shown below. The total remuneration gure includes the annual
bonus in the performance year to which it relates (included any amount deferred into shares).
Total Remuneration (£’000)
, , ,
Annual bonus (% of maximum)
Long Term Incentive Plan (% of maximum vesting) n/a n/a
131Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
How does the change in Director’s pay and benets compare to that for Ascential employees?
The historic movement in the salary, taxable benets and annual bonus for the Directors compared to the UK employee average is
shown below.
Average percentage change -
Average percentage change -
Average percentage change -
Salary /
Fee
Taxable
benets
Annual
bonus
Salary /
Fee
Taxable
benets
Annual
bonus
Salary /
Fee
Taxable
benets
Annual
bonus
Executive Directors:
Duncan Painter
(%) (%) (%) % % nm % % (%)
Mandy Gradden (%) % (%) % % nm % % (%)
Paul Harrison n/a n/a n/a n/a n/a n/a % (%) (%)
Non-Executive Directors:
Sco Forbes (%) n/a n/a % n/a n/a % n/a n/a
Suzanne Baxter n/a n/a n/a n/a n/a n/a % n/a n/a
Rita Clion (%) n/a n/a % n/a n/a % n/a n/a
Gillian Kent (%) n/a n/a % n/a n/a % n/a n/a
Joanne Harris
1
n/a n/a n/a n/a n/a n/a nm n/a n/a
Paul Harrison (%) n/a n/a n/a n/a n/a % n/a n/a
Funke Ighodaro
1
n/a n/a n/a n/a n/a n/a nm n/a n/a
Charles Song
2
n/a n/a n/a n/a n/a n/a % n/a n/a
Judy Vezmar (%) n/a n/a % n/a n/a % n/a n/a
All employees
3
(%) n/a n/a % nm n/a % nm nm
1. Joanne Harris joined the Board on 1 April 2021 and Funke Ighodaro resigned from the Board on 9 September 2022. A comparison of their fees between 2021 and 2022 is therefore
not meaningful.
2. Charles Song is paid in Hong Kong dollars and there was no increase in his fee in local currency. The change above reects FX movement between HKD and GBP.
3. Only senior employees are eligible for an annual bonus and therefor the change in bonus for the average UK employee is not meaningful.
What is the ratio of CEO pay to the average UK employee?
The below table sets out the CEO’s total remuneration as a ratio to UK employees’ total remuneration on the 25th, 50th and 75th
percentile.
Year Method
th percentile
pay ratio Median pay ratio
th percentile
pay ratio
1 January to 31 December 2022 Option A
1 January to 31 December 2021 Option A
1 January to 31 December 2020 Option A
1 January to 31 December 2019 Option A
The salary and total pay of the UK employee on each of the 25th, 50th and 75th percentiles are shown below:
Percentile Total Salary Total Pay
25th
, ,
Median
, ,
75th , ,
We have adopted Method A to calculate the above ratios as it is the most statistically accurate. This means that we have calculated
total pay for all UK employees, using the same methodology that is used to calculate the CEO’s single gure, using 31 December 2022
as the reference date. The median pay ratio is lower than the prior year due to a lower bonus aainment for the CEO. Underpinning
our pay and progression principles is a need to provide a competitive total reward so as to enable the araction and retention of high
calibre individuals without overpaying, and providing the opportunity for individual development and career progression. The pay
ratios reect the changes in individual accountability which is recognised through our pay structures, which include greater variable
pay opportunity for more senior positions. This is reected in the fact that the CEO’s variable pay opportunity is higher than those
employees noted in the table, reecting the weighting towards long-term value creation and alignment with shareholder interests
inherent in his role. We are satised that the median pay ratio is consistent with our wider pay, reward and progression policies for
employees. All our employees have the opportunity for annual pay increases, career progression and development opportunities.
How much does Ascential spend on pay and dividends? (Audited)
Total employee costs
£.m £.m
Dividend per ordinary share p p
What advice did the Commiee receive?
Korn Ferry are the appointed advisers to the Remuneration Commiee and provide advice and information on market practice, the
governance of executive pay and the operation of employee share plans. The total fees paid to Korn Ferry in respect of their services
for the 2022 nancial year were £62,867 plus VAT. Korn Ferry provides other consulting services to the Board in relation to its
recruitment of Non-Executive Directors which is provided by an entirely separate team independent from the team advising the
Commiee. As a result, the advice to the Commiee is therefore considered independent. Korn Ferry are signatories to the
Remuneration Consultant’s Code of Conduct, which requires that advice to be objective and impartial.
132 Annual report on remuneration continued
What votes were received in relation to the Directors’ Remuneration Policy at the 2020 AGM and the Annual Report
on Remuneration at the 2022 AGM?
Remuneration
Policy at the
AGM %
Annual Report on
Remuneration at
the AGM %
Votes cast in favour
,, . ,, .
Votes cast against
,, . ,, .
Total votes cast
,, ,,
Abstentions , ,
How will the Directors’ Remuneration Policy be used in the 2023 nancial year?
Base salary
Our usual practice is to review Executive Directors’ salaries with eect from 1 April each year. With our UK salary budget set at 4.5% of
salary, the Commiee awarded salary increases of 3.5% of salary to the CEO and CFO. In light of the announcement on 25 January
2023 that the COO intends to leave the Company as a result of his role eectively being made redundant following the proposed
disposal of WGSN and the demerger of Digital Commerce assets, no salary increase was awarded to the COO. Therefore, the salaries
eective from 1 April 2023 are £589,115 for the CEO, £436,936 for the CFO and £461,250 for the COO.
Annual bonus plan
The annual bonus plan will continue to be subject to a maximum of 125% of base salary and measured against stretching nancial
targets. 50% of the bonus will be based on Adjusted EBITDA and 50% will be based on revenue. Half of any bonus earned will be
deferred into shares which vest aer a three-year period.
The Commiee has chosen not to disclose, in advance, the performance targets for the forthcoming year as these include items which
the Commiee considers commercially sensitive. An explanation of bonus payouts and performance achieved, along with the targets
set, will be provided in next year’s Annual Report on Remuneration.
Performance Share Plan
The Commiee has not made any changes from the 2021 PSP award policy for 2023. As such, PSP awards have been granted to the
CEO and CFO in February 2023 at 200% of salary. Having provided a detailed trading statement in January 2023 and taken legal
advice that the Company was in an ‘open’ period and could therefore make share awards to Executive Directors and wider employees,
the awards were granted in advance of what may be a potentially extended closed period arising from the implementation of the
conclusions of the Company’s strategic review as announced on 25 January 2023.
The performance will again be measured against Adjusted EPS growth for 75% of the award with the remaining 25% against revenue
of the Digital Commerce Business Unit. Each element will be assessed independently of the other.
The Adjusted EPS targets that are intended to apply to the 2023 PSP awards have been set following the Commiee’s review of internal
nancial planning, external market expectations and current macro-economic conditions. The absolute level of growth required, and
the breadth of the targets, is considered appropriate in the context of the current shape of our business, the economic environment
and both internal and external expectations for our performance. These targets are considered to be no less challenging to the range
of targets set for the 2021 awards, providing a realistic incentive at the lower end of the performance range, but with full vesting
requiring exceptional outperformance in the current commercial context.
A summary of the 2023 performance targets is set out below:
Performance criteria Weighting
Threshold
(%vesting)
Stretch
(%vesting) Measurement period
Adjusted EPS
% .p .p
January to
December
Digital Commerce Business Unit Revenue % £.m £.m
Vesting between threshold and maximum will be measured on a straight-line basis.
Shares normally vest aer a three-year performance period, subject to a further two-year holding period whereby the Executive
Directors will be restricted from selling the net-of-tax shares which vest.
Remuneration arrangements for Paul Harrison
As detailed in the Chair’s Annual Statement, following the announcement in January that Ascential intends to dispose of WGSN and
demerge its Digital Commerce assets, the role of COO will no longer operate in its current form. At the time of announcing the conclusion
of the Board’s strategic review, the Commiee concluded that with the role to eectively become redundant that his remuneration should
be treated in line with normal practice in the event of a redundancy. Accordingly, it is the Commiee’s intention that he will continue to
receive his base salary and benets through to his cessation of employment, be eligible to receive a performance related pro-rata bonus
for the part year of employment in 2023 and to be treated as a ‘good leaver’ for the purposes of his outstanding share awards (i.e. they
will vest on their normal vesting dates subject to a pro-rata reduction for time and the application of performance conditions).
What are the current and future Non-Executive Director fees?
The fees of the Chairman and Non-Executive Director were reviewed in January 2023, taking into account both past and future expected time
commitment for the roles, and typical fee levels in FTSE 250 companies. The Conclusion of the review was that the fees should be increased to
beer reect the increased time commitment of the roles. The Chairman and Non-Executive Directors’ fees were last increased in February 2020.
% Change
Board Chairman
, ,
Basic fee
, ,
Additional fee for Senior Independent Director
, ,
Additional fee for Audit Commiee Chair
, ,
Additional fee for Remuneration Commiee Chair , ,
133Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Directors’ Report
Index to principal Directors’ Report and
Listing Rule disclosures
Relevant information required to be disclosed in the Directors’
Report may be found in the following sections:
Information Section in Annual Report Page
Business model Strategic Report
Principal risks and
uncertainties
Strategic Report
Disclosure of information
to auditor
Directors’ Report
Directors in oce during the
year
Corporate Governance
Report
Dividend recommendation for
the year
Strategic Report
Directors’ indemnities Directors’ Report
ESG Strategic Report
Greenhouse gas emissions Strategic Report
Financial instruments – risk
management objectives and
policies
Notes to the Financial
Statements
List of subsidiaries and
branches outside of the UK
Notes to the Financial
Statements
Future developments of the
Company
Strategic Report
Employment policies and
employee involvement
Strategic Report and
Directors’ Report
,
Stakeholder engagement Strategic Report
Structure of share capital,
including restrictions on
the
transfer of securities, voting
rights and interests in voting
rights
Directors’ Report
Political donations
Directors’ Report
Rules governing changes to
Articles of Association
Directors’ Report
Going concern statement
Strategic Report
Post balance sheet events
Notes to the Financial
Statements
Statement of compliance with
the UK Corporate Governance
Code
Corporate Governance
Framework
The above information is incorporated by reference and together
with the information in the Corporate Governance Framework on
pages 102 to 106 forms the Directors’ Report in accordance with
section 415 of the Companies Act 2006.
Strategic Report
The Strategic Report is set out on pages 3 to 93 and was
approved by the Board on 3 April 2023. It is signed on behalf of
the Board by Duncan Painter, Chief Executive Ocer.
Cautionary statement
The review of the business and its future development in the
Annual Report has been prepared solely to provide additional
information to shareholders to assess the Group’s strategies and
the potential for these strategies to succeed. It should not be
relied on by any other party for any other purpose. The review
contains forward-looking statements which are made by the
Directors in good faith based on information available to them
at the time of the approval of these reports and should be
treated with caution due to inherent uncertainties associated with
such statements. The Directors, in preparing the Strategic Report,
have complied with s417 of the Companies Act 2006.
Directors’ indemnities
The Company maintained appropriate insurance to cover
Directors’ and Ocers’ liability for itself and its subsidiaries and
such insurance was in force for the whole of the year ended 31
December 2022.
The Company also indemnies the Directors under deeds of
indemnity for the purposes of section 236 of the Companies Act
2006. Such indemnities contain provisions that are permied by
the director liability provisions of the Companies Act 2006 and
the Company’s Articles of Association.
Share capital and rights aaching to shares
Details of the Company’s share capital and movements during
the year are set out in Note 25 to the nancial statements, which
is incorporated by reference into this report. This includes the
rights and obligations aaching to shares and restrictions on the
transfer of shares. The ordinary shares of £0.01 each are listed on
the London Stock Exchange (LSE: ASCL.L). The ISIN of the shares
is GB00BYM8GJ06.
All ordinary shares (this being the only share class of the
Company) have the same rights (including voting and dividend
rights and rights on a return of capital) and restrictions as set out
in the Articles.
Without prejudice to any rights aached to any existing shares
and subject to relevant legislation, the Company may issue
shares with such rights or restrictions as determined by either the
Company by ordinary resolution or, if the Company passes a
resolution to so authorise them, the Directors.
Subject to legislation, the Articles and any resolution of the
Company, the Directors may oer, allot (with or without
conferring a right of renunciation), grant options over or
otherwise deal with or dispose of any shares to such persons, at
such times and generally on such terms as the Directors may
decide. The Company may issue any shares which are to be
redeemed, or are liable to be redeemed, at the option of the
Company or the holder, on such terms and in such manner as the
Company may determine by ordinary resolution and the
Directors may determine the terms, conditions and manner of
redemption of any such shares. No such resolutions are currently
in eect.
Subject to recommendation of the Board, shareholders may
receive a dividend. Shareholders may share in the assets of the
Company on liquidation.
134 Directors’ Report continued
Voting rights
Each ordinary share entitles the holder to aend, speak and vote
at general meetings of the Company. A resolution put to the vote
of the meeting shall be decided on a poll rather than a show of
hands in line with recommended best practice.
On a poll, every member who is present in person or by proxy
shall have one vote for every share of which they are a holder.
The Articles provide a deadline for submission of proxy forms of
not less than 48 hours before the time appointed for the holding
of the meeting or adjourned meeting. No member shall be
entitled to vote at any general meeting either in person or by
proxy, in respect of any share held by him, unless all amounts
presently payable by him in respect of that share have been paid.
Save as noted, there are no restrictions on voting rights nor any
agreement that may result in such restrictions.
Shares held by the Employee Benet Trust (“EBT”)
The Group has an Employee Benet Trust which can hold shares
to satisfy awards under employee share schemes. At 31 December
2022, the EBT held 425,251 shares. Voting rights in relation to any
shares held in the EBT are exercisable by the trustee; however, in
accordance with best practice guidance, the trustee abstains
from voting.
The Group additionally has a UK SIP Trust which can hold shares
to satisfy awards under the Ascential UK Share Incentive Plan. At
31 December 2022, the SIP Trust held 654,044 shares. Voting rights
in relation to any shares held in the SIP Trust are exercisable by
the trustee; however, in accordance with best practice guidance,
the trustee abstains from voting.
Restrictions on transfers of securities
The Articles do not contain any restrictions on the transfer of
ordinary shares in the Company other than the restrictions
imposed by laws and regulations.
Changes to the Company’s Articles
The Company’s Articles of Association may only be amended by
a special resolution at a general meeting of shareholders.
Political contributions
The Company has not made any political donations or incurred
any political expenditure during the year in line with the
Company’s policy.
Interest in voting rights
Details of the share capital of the Company are set out in Note 25
to the nancial statements.
As at 31 December 2022 and 27 March 2023, the Company had
received notications in accordance with the FCA’s Disclosure and
Transparency Rule 5.1.2 of the following interests in the voting
rights of the Company.
Shareholder
As at March
Percentage of
voting rights over
ordinary shares of
£. each
As at March
Percentage of
voting rights over
ordinary shares of
£. each
Jupiter Fund Management Plc
.% .%
Ameriprise Financial, Inc
.% .%
Black Rock Inc
Below % Below %
T Rowe Price Associates, Inc
.% .%
Franklin Templeton
Institutional, LLC
.% .%
Majedie Asset Management
Limited
.% .%
AXA Investment Managers
.% .%
Ninety One UK Ltd
.% .%
The Capital Group Companies,
Inc.
.% .%
Blacksheep Master Fund Ltd.
- .%
Norges Bank .% .%
Signicant contracts
The only signicant contract to which the Company is a party
that takes eect, alters or terminates upon a change of control of
the Company is the Revolving Credit Facility dated 14 January
2020, which contains customary prepayment, cancellation and
default provisions including mandatory repayment of all loans
provided on a change of control.
Employment practices
All employment decisions are made irrespective of colour, race,
age, nationality, ethnic or national origin, sex, gender identity,
mental or physical disabilities, marital status or sexual
orientation. For employees who may have a disability, the Group
ensures proper procedures and equipment are in place to aid
them. When it comes to training, career development and
promotion, all employees are treated equally and job
applications are always judged on aptitude. Further details on
the Group’s policies on engagement and employment practices
are set out on pages 56 to 61.
Auditor
Each of the Directors has conrmed that:
a. so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
b. the Director has taken all reasonable steps that he or she
ought to have taken as a Director to make himself or herself
aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
135Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
— assess the Group and parent Company’s ability to continue as
a going concern, disclosing, as applicable, maers related to
going concern; and
— use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sucient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy
at any time the nancial position of the parent Company and
enable them to ensure that its nancial statements comply with
the Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the preparation
of nancial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard
the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and nancial information included on the
Company’s website. Legislation in the UK governing the
preparation and dissemination of nancial statements may dier
from legislation in other jurisdictions.
Responsibility Statement of the Directors in respect of the
annual nancial report
We conrm to the best of our knowledge:
The nancial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the performance of the business, its nancial position, assets,
liabilities, and prot or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
The Strategic Report includes a fair review of the development
and performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as a
whole, together with description of the principal risks and
uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy.
The Directors’ Report of Ascential plc was approved by the Board
and signed on its behalf by
Louise Meads
Company Secretary
3 April 2023
Ascential plc
Registered in England and Wales
Number 09934451
This conrmation is given and should be interpreted in
accordance with section 418 of the Companies Act 2006.
Post balance sheet events
The reportable events aer the reporting date of 31 December
2022 are set out in Note 31 to the nancial statements on page 197.
Other information
An indication of likely future developments in the business and
particulars of signicant events which have occurred since the
end of the nancial year have been included in the Strategic
Report on page 7.
Annual General Meeting
The AGM of the Company will take place at 9am on 18 May 2023
at the Company’s registered oce. All shareholders have the
opportunity to aend and vote, in person or by proxy, at the
AGM.
The Notice of AGM can be found in a separate booklet which is
being mailed out at the same time as this report. It is also
available at ascential.com. The Notice sets out the resolutions to
be proposed at the AGM and an explanation of each resolution.
The Directors consider that all of the resolutions set out in the
Notice of AGM are in the best interests of the Company and its
shareholders as a whole. To that end, the Directors unanimously
recommend that shareholders vote in favour of each of them.
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual Report
and the Group and parent Company nancial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent
Company nancial statements for each nancial year. Under that
law they are required to prepare the Group nancial statements
in accordance with UK-adopted international accounting
standards and applicable law and have elected to prepare the
parent Company nancial statements in accordance with UK
accounting standards, including FRS 102, the Financial Reporting
Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the nancial
statements unless they are satised that they give a true and fair
view of the state of aairs of the Group and parent Company
and of their prot or loss for that period. In preparing each of the
Group and parent Company nancial statements, the Directors
are required to:
— select suitable accounting policies and then apply them
consistently;
— make judgements and estimates that are reasonable,
relevant, reliable and prudent;
— for the Group nancial statements, state whether they have
been prepared in accordance with UK-adopted international
accounting standards;
— for the parent Company nancial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in
the parent Company nancial statements;
136
Financial statements
Financial
statements
Independent auditor’s report 138
Consolidated statement
of prot or loss 158
Consolidated statement of
other comprehensive income 149
Consolidated statement
of nancial position 150
Consolidated statement
of changes in equity 151
Consolidated statement
of cash ows 152
Notes to the nancial
statements 153
Parent Company balance sheet 198
Parent Company statement
of changes in equity 199
Notes to the Company
nancial statements 200
137Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
1. Our opinion is unmodied
We have audited the nancial statements of Ascential plc (“the
Company”) for the year ended 31 December 2022 which comprise
the Consolidated Statement of Prot or Loss, Consolidated
Statement of Other Comprehensive Income, Consolidated
Statement of Financial Position, Consolidated Statement of
Changes in Equity and Consolidated Statement of Cash Flows,
Parent Company Balance Sheet, Parent Company Statement of
Changes in Equity, and the related notes, including the
accounting policies in note 2 to the Group nancial statements
and note 2 to the Parent Company nancial statements.
In our opinion:
— the nancial statements give a true and fair view of the
state of the Group’s and of the parent Company’s aairs
as at 31December 2022 and of the Group’s loss for the year
then ended;
— the Group nancial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
— the Parent Company nancial statements have been properly
prepared in accordance with UK accounting standards,
including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”; and
— the nancial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We believe that the audit
evidence we have obtained is a sucient and appropriate basis
for our opinion. Our audit opinion is consistent with our report to
the Audit Commiee.
We were rst appointed as auditor by the shareholders on 16 July
2016. The period of total uninterrupted engagement is for the 7
nancial years ended 31 December 2022. We have fullled our
ethical responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements including the
FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were
provided.
Overview
Materiality: Group nancial
statements as a whole
£4.0m (2021:£3.1m)
0.8% (2021: 0.9%) of benchmark
Coverage 74% (2021:70%) of revenue from
continuing operations
Key audit maers vs 2021
Event driven
Valuation of contingent
consideration liabilities (2022:
Perpetua, Whytespyder, 4K
Miles
2021: DZ, Perpetua,
Whytespyder, 4K Miles)
Identication and
measurement of acquired
intangible assets for current
year acquisitions
Parent Company
recurring risk
Recoverability of cost of
investment in subsidiary and
intra-group debtors
Independent auditor’s report
to the members of Ascential plc
138
Financial statements continued
2. Key audit maers: our assessment of risks of material misstatement
Key audit maers are those maers that, in our professional judgement, were of most signicance in the audit of the nancial
statements and include the most signicant assessed risks of material misstatement (whether or not due to fraud) identied by us,
including those which had the greatest eect on: the overall audit strategy; the allocation of resources in the audit; and directing the
eorts of the engagement team. We summarise below the key audit maers, in decreasing order of audit signicance, in arriving at
our audit opinion above, together with our key audit procedures to address those maers and, as required for public interest entities,
our results from those procedures. These maers were addressed, and our results are based on procedures undertaken, in the context
of, and solely for the purpose of, our audit of the nancial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion on these maers.
The risk Our response
Valuation of
contingentconsideration
liabilities (2022: Perpetua,
Whytespyder, and 4K Miles,
2021: DZ, Perpetua,
Whytespyder and 4K Miles)
Refer to page 110 (Audit
Commiee Report), page 156
(accounting policy) and page
186 (nancial disclosures).
Forecast based valuation
The Group has recognised signicant
contingent consideration liabilities in
respect of the prior year acquisitions –
Perpetua (US), Whytespyder (US) and 4K
Miles (China) – which form a signicant
portion of the £64.9m non-current
contingent consideration balance
disclosed in note 22 of the nancial
statements.There is inherent uncertainty
involved in forecasting revenue, which
determines the fair value of the liabilities
as at the balance sheet date.
The valuation of these liabilities involves
estimation and there is a risk that the
valuation might be fraudulently
manipulated to understate contingent
consideration liabilities.
The eect of these maers is that, as part
of our risk assessment, we determined that
the fair value of these contingent
consideration liabilities has a high degree
of estimation uncertainty, with a potential
range of reasonable outcomes greater
than our materiality for the nancial
statements as a whole, and possibly many
times that amount. The nancial
statements (note 22) discloses the
sensitivities for the key assumptions
estimated by the Group.
We performed procedures over the
valuation of contingent consideration
liabilities related to DZ. However, as the
earn-out period has reduced and the
remaining uncertainty relates to
performance in 2023, we assessed that
reasonably possible changes to the fair
value of related contingent consideration
would not be expected to result in a
material movement. The eect of this
maers is that the risk had decreased in
the current year.
We performed procedures over the
valuation of contingent consideration
liabilities related to new acquisitions in the
year, Sellics and Intrepid. We assessed that
reasonably possible changes to the fair
value of related contingent liabilities would
not be expected to result in a material
movement.
Our procedures included:
— Our sector experience: We challenged the forecast revenue
growth rates by comparing to other similar acquisitions and
with reference to our knowledge of the industry;
— Sensitivity analysis: We performed sensitivities over forecast
revenue growth rates to determine if reasonably possible
changes in this assumption would result in material changes to
the valuation individually and in aggregate;
— Historical comparisons: We evaluated the track record of the
Group’s forecasting accuracy by comparing budgets to the
actual results since acquisition for those identied as
signicant risks and assessed signicant accounting estimates
and signicant unusual transactions for bias;
— Assessing the discount rate: We challenged the
reasonableness of the discount rate used by conducting
sensitivity analysis based on our independently developed rate
as at the date of acquisition and comparing to the businesses
discount rate as at year end;
— Tests of details: We agreed the basis of the earn-out
valuations and values of key inputs such as potential
consideration values to signed agreements;
— Assessing transparency: Assessing whether the Group’s
disclosures about the potential aggregate range of future
payments, the sensitivity of the valuations in relation to
forecast revenue growth rates, and the estimates and
judgements made by the Group appear reasonable;;
We performed the above tests rather than seeking to rely on any
of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
As a result of our work we found the valuation of the contingent
consideration liabilities for Perpetua, Whytespyder and 4K Miles
to be acceptable (2021: we found the valuation of the contingent
consideration liabilities for DZ, Perpetua, Whytespyder and 4K
Miles to be acceptable).
139Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Independent auditor’s report
continued
The risk Our response
Identication and valuation of
acquired identiable
intangibles for in-year
acquisitions
(£20.5 million of acquired
identiable intangibles; 2021:
112.0 million)
Refer to page 109 (Audit
Commiee Report), page 157
(accounting policy) and page
179 (nancial disclosures).
Forecast based valuation
The Group has acquired two businesses
during the year – Sellics and Intrepid. The
Group has also trued up the provisional
basis of assessment for 4K Miles which was
acquired in the prior year, but the true up
has not resulted in any material changes.
The identication and measurement of the
acquired identiable intangible assets
acquired at fair value, is inherently
judgemental and hence has been
identied as a risk because of the size of
the acquisitions.
In particular, judgement is required in
determining whether certain types of
intangible assets are reective of the
business acquired.
There is a signicant judgement involved in
forecasting future performance of the
acquired businesses, which determines the
fair value of the identied intangible assets.
Auditor judgement is required to assess
whether the Group’s estimates of the
revenue growth rates, discount rates and
customer arition rate fall within an
acceptable range.
The eect of these maers is that, as part of
our risk assessment, we determined that the
valuation of the acquired intangibles has a
high degree of estimation uncertainty, with
a potential range of reasonable outcomes
greater than our materiality for the nancial
statements as a whole, and possibly many
times that amount. The nancial statements
(note 13) disclose the sensitivity estimated
by the Group.
For all three businesses our procedures included:
— Our valuation expertise: We assessed, with the assistance of
our own valuation specialists, the appropriateness of the
identied intangible assets, valuation methodology applied
and the assumptions considered. To assess whether the Group’s
discount rates fell within a reasonable range, we calculated our
own range of reasonable discount rates based on market
data;
— Benchmarking assumptions: We compared the Group’s
assumptions for key inputs, such as revenue growth rates and
customer arition rates, to externally derived data and to
other similar acquisitions;
— Historical comparisons: We challenged management on the
reasonableness of assumptions for revenue growth rates and
customer arition rates by comparing to prior year
acquisitions, previous performance of the in-year and trued up
acquisitions and similar entities within the Group;
— Sensitivity analysis: We performed sensitivities over revenue
growth rates, discount rates and customer arition rates, to
determine if reasonably possible changes in the assumptions
would result in material changes to the valuation individually
and in aggregate;
— Assessing transparency: In respect of both in-year
acquisitions, we critically assessed whether the Group’s
disclosures reect the sensitivity relating to key assumptions on
the valuation of acquired intangibles and the range of
reasonably possible outcomes
We performed the above tests rather than seeking to rely on any
of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
As a result of our work we found the identication and valuation
of the acquired identiable intangible assets recognised to be
acceptable (2021: acceptable).
140
Financial statements continued
The risk Our response
Recoverability of cost of
investment in subsidiary and
intra-group debtors
Investment (£652.8 million; 2021
£ 652.8 million (restated))
Intra-group debtors (£93.5
million; 2021 £147.5 million
(restated))
Refer to page [ ] (Audit
Commiee Report), page [ ]
(accounting policy) and page [ ]
(nancial disclosures).
Low risk, high value
The amount of the Parent Company’s
investment in its subsidiary, which acts as
an intermediate holding company for the
rest of the Parent Company’s subsidiaries,
represents 87% (2021: 81% (restated)) of
the Parent Company’s assets. The carrying
amount of the intra-group debtors
balance comprises substantially the
remaining 13% (2021: 19% (restated)). We
draw aention to note 5 of the Parent
company nancial statements that
explains the prior period adjustments and
the impact on each nancial statement
line item due to the restatement.
Their recoverability is not at a high risk of
signicant misstatement or subject to a
signicant level of judgement. However,
due to their materiality in the context of
the Parent Company nancial statements,
this is considered to be the area that had
the greatest eect on our overall Parent
Company audit.
Our procedures included:
— Tests of detail: We compared the carrying amount of the
Parent Company’s only investment with the subsidiary’s dra
balance sheet to identify whether its net assets, being an
approximation of its minimum recoverable amount, were in
excess of its carrying amount and assessing whether the group
headed by the subsidiary has historically been prot-making;
— Tests of detail: We assessed 100% of intra-group debtors to
identify, with reference to the relevant debtors’ dra balance
sheet, whether they have a positive net asset value and
therefore coverage of the debt owed, as well as assessing
whether those debtor companies have historically been
prot-making;
— Comparing valuations: We compared the carrying amount of
the investment in the subsidiary to the Group’s market
capitalisation as adjusted to exclude the liabilities of the
Parent Company, being an approximation of the recoverable
amount of the investment.
We performed the tests above rather than seeking to rely on any
of the Parent Company’s controls because the nature of the
balance meant that detailed testing is inherently the most
eective means of obtaining audit evidence.
Our results
We found the Directors’ conclusion that there is no impairment to
the carrying amounts of the investment in the subsidiary and the
intra-group debtors to be acceptable (2021: acceptable).
The Key Audit Maer in the prior year relating to the accounting for the Group’s interest in Hudson MX (“Hudson”), specically whether
the Group had control or signicant inuence over Hudson, is no longer a Key Audit Maer. Due to the lapse of the option that existed
as at 31 December 2021, there is less complexity and judgement required in making that determination. We continue to perform
procedures over the classication of Hudson as an equity-accounted investee, and whilst judgement is required to determine whether
the Group now exercises signicant inuence or not over Hudson, this is not considered to be a material judgement. Consequently, we
have not assessed this as one of the most signicant risks in our current year audit and, therefore, it is not separately identied in our
report this year.
141
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Independent auditor’s report
continued
3. Our application of materiality and an overview of the
scope of our audit
Materiality for the Group nancial statements as a whole was set
at £4.0m (2021: £3.1m), determined with reference to a benchmark
of Group revenue from continuing operations, of which it
represents 0.8% (2021: 0.9%). We consider Group revenue to be
the most appropriate benchmark as it provides a more stable
measure year on year than Group loss before tax from continuing
operations, and is reective of the high growth of the Digital
Commerce businesses.
Materiality for the Parent Company nancial statements as a
whole was set at £3.9m (2021: £3m), determined with reference to
a benchmark of Parent Company total assets, of which it
represents 0.5% (2021: 0.4%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the nancial statements as a whole.
Performance materiality was set at 75% (2021: 75%) of materiality
for the nancial statements as a whole, which equates to £3.0m
(2021: £2.3m) for the Group and £2.9m (2021: £2.2m) for the Parent
Company. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Commiee any corrected or
uncorrected identied misstatements exceeding £200,000 (2021:
£150,000), in addition to other identied misstatements that
warranted reporting on qualitative grounds.
Of the Group’s 93 (2021: 92) reporting components, we subjected
11 (2021: 8) to full scope audits for group purposes, 5 (2021: 2) to
specied risk-focused audit procedures over revenue and revenue
related accounts and 1 (2021: Nil) to specied risk-focused audit
procedures over expenses. Those subject to specied risk-focused
procedures were not individually nancially signicant enough to
require a full scope audit for group purposes, but did present
specic individual risks that needed to be addressed.
The components within the scope of our work accounted for the
percentages illustrated opposite.
The remaining 26% (2021: 30%) of total Group revenue, 11% (2021:
12%) of Group loss before tax and 13% (2021: 14%) of total Group
assets is represented by 76 (2021: 82) of reporting components, none
of which individually represented more than 2.3% (2021: 3.5%) of
any of total Group revenue, Group prot before tax or total Group
assets. For these components, we performed analysis at an
aggregated group level to re-examine our assessment that there
were no signicant risks of material misstatement within these.
Revenue benchmark from
continuing operations
£524m (2021: £349m)
Group Materiality
£4.0m (2021: £3.1m)
Group revenue from continuing
operations
Group total assets
Total prots and losses that
made up group loss before tax
from continuing operations
£4.0m
Whole nancial
statements materiality
(2021: £3.1m)
£3.0m
Whole nancial
statements
performance
materiality (2021:
£2.3m)
£2.3m
Range of materiality at
17 components
(£0.5m to £2.3m)
(2021: 10 components
£0.7m to £1.7m)
£150,000
Misstatements
reported to the Audit
Commiee
(2021: £150,000)
Full scope for group audit purposes 2022
Specied risk-focused audit procedures 2022
Full scope for group audit purposes 2021
Specied risk-focused audit procedures 2021
Residual components
74%
(2021: 70%)
61%
67%
9%
7%
87%
(2021: 86%)
13%
73%
71%
16%
Revenue
Group materiality
89%
(2021: 88%)
84%
7%
5%
81%
142
Financial statements continued
3. Our application of materiality and an overview of
the scope of our audit (cont.)
The Group team instructed component auditors as to the
signicant areas to be covered, including the relevant risks
detailed above and the information to be reported back. The
Group team approved the component materialities, which
ranged from £0.5m to £2.3m (2021: £0.7m to £1.7m), having
regard to the mix of size and risk prole of the Group across the
components. The work on 4 of the 17 components (2021: Nil of the
10 components) was performed by component auditors and the
rest, including the audit of the Parent Company and adjusting
items, was performed by the Group team.
The scope of the audit work performed was predominantly
substantive as we placed limited reliance upon the Group’s
internal control over nancial reporting.
The Group team visited 2 (2021: Nil) component locations in
Singapore and China (2021: Nil) to assess the audit risk and
strategy. Video and telephone conference meetings were also
held with these component auditors and the other two
components that were not physically visited. These meetings
involved explanation of group audit instructions, involvement in
planned audit procedures, discussing progress and emerging
ndings and involvement in discussing audit ndings with
component management. The ndings reported to the Group
team were discussed in more detail, and any further work
required by the Group team was then performed by the
component auditor.
4. The impact of climate change on our audit
We have considered the potential impacts of climate change on
the nancial statements as part of planning our audit.
As identied on page 76, the Group has identied climate risks
that could impact the Group. These include changing consumer
behaviour, an inability to respond to changing market needs and
potential impacts on event aendance.
We have performed a risk assessment of how the impact of
climate change may aect the nancial statements and our
audit. The areas of nancial statements that could be primarily
potentially exposed to climate risk in the form of uncertainty is
forward-looking assessments related to long-life assets, such as
goodwill impairment.
Taking into account the nature of the Group’s business, the
diversication, size and composition of the Group, and the level
of headroom in the impairment testing (see note 16), we assessed
that there was no signicant impact on the nancial statements
or our audit approach this year from climate change.
We have read the disclosure of climate related information in the
front half of the annual report and considered consistency with
the nancial statements and our audit knowledge.
143
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Independent auditor’s report
continued
5. Going Concern
The Directors have prepared the nancial statements on the
going concern basis as they do not intend to liquidate the Group
or the Company or to cease their operations, and as they have
concluded that the Group’s and the Company’s nancial position
means that this is realistic. They have also concluded that there
are no material uncertainties that could have cast signicant
doubt over their ability to continue as a going concern for at least
a year from the date of approval of the nancial statements (“the
going concern period”).
We used our knowledge of the Group, its industry, and the
general economic environment to identify the inherent risks to its
business model and analysed how those risks might aect the
Group’s and Company’s nancial resources or ability to continue
operations over the going concern period. The risk that we
considered most likely to adversely aect the Group’s and
Company’s available nancial resources and metrics relevant to
debt covenants over the period was the cancellation of major
events, such as Money 20/20 at short notice due to any
unforeseeable incident.
We also considered less predictable but realistic second order
impacts, such as signicantly larger than expected cash
selements for the earn-out payments.
We considered whether these risks could plausibly aect the
liquidity or covenant compliance in the going concern period by
assessing the Director’s sensitivities over the level of available
nancial resources and covenant thresholds indicated by the
Group’s nancial forecasts taking account of severe, but plausible
adverse eects that could arise from these risks individually and
collectively.
Our procedures also included:
— Critically assessing key assumptions in the Group’s forecast
using our knowledge of the business and knowledge of the
entity and the sector in which it operates;
— Considering sensitivities over the level of available nancial
resources indicated by the Group’s nancial forecasts taking
account of reasonably possible (but not realistic) adverse
eects that could arise from these risks individually and
collectively;
— Assessing the current and available commied facilities to
understand the nancial resources available to the Group
during the forecast period and any related covenant
requirements; and
— Assessing the Group’s historical forecasting accuracy by
comparing forecasts from prior years with actual results in
those years.
We assessed the completeness of the going concern disclosure,
particularly with reference to the Director’s plan to execute their
Strategic Review and their statement that those plans would not
change the conclusions reached.
Our conclusions based on this work:
— we consider that the Directors’ use of the going concern basis
of accounting in the preparation of the nancial statements
is appropriate;
— we have not identied, and concur with the Directors’
assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast
signicant doubt on the Group’s or Company’s ability to
continue as a going concern for the going concern period;
— we have nothing material to add or draw aention to in
relation to the Directors’ statement in note 2 to the nancial
statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
signicant doubt over the Group and Company’s use of that
basis for the going concern period, and we found the going
concern disclosure in note 2 to be acceptable; and
— the related statement under the Listing Rules set out on page
42 is materially consistent with the nancial statements and
our audit knowledge.
However, as we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee that
the Group or the Company will continue in operation.
144
Financial statements continued
6. Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (‘fraud
risks’) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
— enquiring of Directors, the Audit Commiee, internal audit
and the Group’s in-house legal counsel, and inspection of
policy documentation as to the Group’s high-level policies
and procedures to prevent and detect fraud, including the
internal audit function, and the Group’s channel for
“whistleblowing”, as well as whether they have knowledge
ofany actual, suspected or alleged fraud;
— reading Board, Audit Commiee and nomination commiee
minutes;
— considering remuneration incentive schemes and
performance targets for management, Directors and sales
sta including the adjusted earnings per share target for
management remuneration;
— using analytical procedures to identify any unusual or
unexpected relationships; and
Using our own forensic specialists to assist us in identifying fraud
risks based on discussions of the circumstances of the Group.
We communicated identied fraud risks throughout the audit
team and remained alert to any indications of fraud throughout
the audit. This included communication from the Group to full
scope and audit of specic risk-focused component audit teams
to report to the Group audit team for any instances of fraud that
could give rise to a material misstatement at Group.
As required by auditing standards, and taking into account
possible pressures to meet prot targets, we perform procedures
to address the risk of management override of controls and the
risk of fraudulent revenue recognition, in particular the risk that
Perpetua, DZ, Intrepid and Yimian revenue is recorded in an
inappropriate nancial year and the risk that Group and
component management may be in a position to make
inappropriate accounting entries and the risk of bias in
accounting estimates and judgements.
We also identied a fraud risk related to contingent
consideration in response to possible pressures to understate
contingent consideration liabilities.
We performed procedures including:
identifying journal entries to test for all full scope and specied
risk-focused procedures components based on risk criteria and
comparing the identied entries to supporting documentation.
These included those posted to unusual accounts;
For the risk of fraud in the revenue of entities with signicant
earn-outs, the Group Audit Team and component auditors have
selected a sample of sales invoices during the period to assess
whether revenue has been recognised in the correct nancial
period, by comparing the date, amount, description and quantity
to relevant documentation such as contract, proof of payment
or over third-party acknowledgement of receipt and proof
of service.
Further detail in respect of contingent consideration liabilities
is set out in the key audit maer disclosures in section 2 of
this report.
Identifying and responding to risks of material misstatement
related to compliance with laws and regulations
We identied areas of laws and regulations that could
reasonably be expected to have a material eect on the
nancial statements from our general commercial and sector
experience and through discussions with the Directors and other
management (as required by auditing standards), and discussed
with the Directors and other management the policies and
procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved
gaining an understanding of the control environment including
the entity’s procedures for complying with regulatory
requirements.
We communicated identied laws and regulations throughout
our team and remained alert to any indications of non-
compliance throughout the audit.
The potential eect of these laws and regulations on the
nancial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly
aect the nancial statements including nancial reporting
legislation (including related companies legislation), distributable
prots legislation and taxation legislation, and we assessed the
extent of compliance with these laws and regulations as part of
our procedures on the related nancial statement items.
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance could
have a material eect on amounts or disclosures in the nancial
statements, for instance through the imposition of nes or
litigation. We identied the following areas as those most likely to
have such an eect: health and safety, anti-bribery, employment
law, data protection and certain aspects of company legislation
recognising the nature of the Group’s activities. Auditing
standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of the
Directors and other management and inspection of regulatory
and legal correspondence, if any. Therefore, if a breach of
operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
145
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Independent auditor’s report
continued
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the nancial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-
compliance with laws and regulations is from the events and
transactions reected in the nancial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
7. We have nothing to report on the other information in
the Annual Report
The Directors are responsible for the other information presented
in the Annual Report together with the nancial statements. Our
opinion on the nancial statements does not cover the other
information and, accordingly, we do not express an audit opinion
or, except as explicitly stated below, any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether, based on our nancial statements audit
work, the information therein is materially misstated or
inconsistent with the nancial statements or our audit knowledge.
Based solely on that work we have not identied material
misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
— we have not identied material misstatements in the strategic
report and the directors’ report;
— in our opinion the information given in those reports for the
nancial year is consistent with the nancial statements; and
— in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether there
is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability
statement, and the nancial statements and our audit
knowledge.
Based on those procedures, we have nothing material to add or
draw aention to in relation to:
— the Directors’ conrmation within the Director’s Long-term
viability statement on page 49 that they have carried out a
robust assessment of the emerging and principal risks facing
the Group, including those that would threaten its business
model, future performance, solvency and liquidity;
— the Principal Risks disclosures describing these risks and how
emerging risks are identied, and explaining how they are
being managed and mitigated; and
— the Directors’ explanation in the Long-term viability
statement of how they have assessed the prospects of the
Group, over what period they have done so and why they
considered that period to be appropriate, and their
statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet
its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing
aention to any necessary qualications or assumptions.
We are also required to review the Long-term viability
statement, set out on page 49 under the Listing Rules. Based on
the above procedures, we have concluded that the above
disclosures are materially consistent with the nancial
statements and our audit knowledge.
Our work is limited to assessing these maers in the context of only
the knowledge acquired during our nancial statements audit. As
we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made,
the absence of anything to report on these statements is not a
guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ corporate governance
disclosures and the nancial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the nancial statements
and our audit knowledge:
— the Directors’ statement that they consider that the annual
report and nancial statements taken as a whole is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy;
— the section of the annual report describing the work of the
Audit Commiee, including the signicant issues that the
Audit Commiee considered in relation to the nancial
statements, and how these issues were addressed; and
— the section of the annual report that describes the review of
the eectiveness of the Group’s risk management and
internal control systems.
We are required to review the part of the Corporate Governance
Statement relating to the Group’s compliance with the provisions
of the UK Corporate Governance Code specied by the Listing
Rules for our review.
146
Financial statements continued
We have nothing to report in this respect.
8. We have nothing to report on the other maers on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion:
— 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 nancial statements and the part of the
Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
— certain disclosures of Directors’ remuneration specied by law
are not made; or
— we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 135, the
Directors are responsible for: the preparation of the nancial
statements including being satised that they give a true and fair
view; such internal control as they determine is necessary to
enable the preparation of nancial statements that are free from
material misstatement, whether due to fraud or error; assessing
the Group and Parent Company’s ability to continue as a going
concern, disclosing, as applicable, maers related to going
concern; and using the going concern basis of accounting unless
they either intend to liquidate the Group or the Parent Company or
to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
our opinion in an auditor’s report. Reasonable assurance is a high
level of assurance, but does not 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 aggregate, they could reasonably be expected to inuence the
economic decisions of users taken on the basis of the nancial
statements.
A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these nancial statements in
an annual nancial report prepared using the single electronic
reporting format specied in the TD ESEF Regulation. This
auditor’s report provides no assurance over whether the annual
nancial report has been prepared in accordance with that
format.
10. The purpose of our audit work and to whom we owe
our responsibilities
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 maers we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permied 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.
Christopher Hearn (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
United Kingdom
3 April 2023
147
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
Consolidated Statement
of Prot or Loss
For the year ended 31 December 2022
2022 2021
(£ million)
Note
Adjusted
results
Adjusting
items Tota l
Adjusted
results
Adjusting
items Total
Continuing operations
Revenue 4 524.4 – 524.4 349 .3 – 349 .3
Cost of sales (212.0 ) – (212.0 ) (127 .6 ) – (127 .6 )
Sales, marketing and administrative expenses (210.4 ) (189.6 ) (400.0 ) (150.5 ) (96. 1 ) (246.6 )
Impairment loss on trade receivables and contract
assets (6.6 ) – (6.6 ) (1.8 ) – (1.8 )
Operating prot / (loss) 5 95.4 (189.6 ) (94.2 ) 69 .4 (96. 1 ) (26.7 )
Adjusted EBITDA 4 121.1 – 121. 1 88.9 – 88.9
Depreciation, amortisation and impairment 4 (25.7 ) (91.6 ) (117 .3 ) (19 .5 ) (31.9 ) (5 1.4 )
Non-trading items 6 – (82. 1 ) (82. 1 ) – (55.8 ) (55.8 )
Share-based payments 8 – (15.9 ) (15.9 ) – (8.4 ) (8.4 )
Operating prot/(loss) 5 95.4 (189 .6 ) (94.2 ) 69.4 (96. 1 ) (26.7 )
Share of the loss of associates 18 (2.6 ) (0.6 ) (3.2 ) (2.4 ) (0.1 ) (2.5 )
Finance costs 9 (21.8 ) (5.3 ) (27 .1 ) (20. 1 ) – (20. 1 )
Finance income 9 8.4 – 8.4 2.7 7. 0 9 .7
Prot/(loss) before taxation 79.4 (195.5 ) (116. 1 ) 49. 6 (89 .2 ) (39 .6 )
Taxation charge/(credit) 10 (21.0 ) 32.3 11.3 (8.2 ) 9 .8 1.6
Prot/(loss) from continuing operations 58.4 (163.2 ) (104.8 ) 4 1.4 (79.4 ) (38.0 )
Discontinued operations
(Loss)/prot from discontinued operations, net of tax 11 – (0.9 ) (0.9 ) 11.5 250.4 261. 9
Prot/(loss) for the year 58.4 (164. 1 ) (105.7 ) 52.9 171. 0 223.9
Prot/(loss) aributable to:
Owners of the Company 56.6 (153.0 ) (96.4 ) 51. 1 172.0 223. 1
Non-controlling interests 14 1.8 (11. 1 ) (9 .3 ) 1.8 (1.0 ) 0.8
Earnings/(loss) per share (basic and diluted, pence)
Continuing operations 12 12.9 34.6 21.7 9. 5 18.8 9.3
Discontinued operations 12 – 0.2 0.2 2.8 60.0 62.8
Total operations 12 12.9 34.8 21.9 12.3 41.2 53.5
The accompanying notes on pages 153 to 197 are an integral part of these consolidated nancial statements. Adjusting items are
detailed in Note 6.
148
Financial statements
2022 2021
(£ million)
Adjusted
results
Adjusting
items Tota l
Adjusted
results
Adjusting
items Total
Prot/(loss) for the from:
Continuing operations 58.4 (163.2 ) (104.8 ) 41.4 (79 .4 ) (38.0 )
Discontinued operations – (0.9 ) (0.9 ) 11.5 250.4 261. 9
Prot/(loss) for the year 58.4 (164. 1 ) (105.7 ) 52.9 171.0 223.9
Other comprehensive income
Items that have been or may be reclassied
subsequently to prot or loss:
Exchange translation dierences:
– recognised in equity on translation of foreign
operations 40.2 – 40.2 18.5 – 18.5
– transferred from equity for disposed entities – – – 6.7 – 6.7
Other comprehensive income, net of tax 40.2 – 40.2 25.2 – 25.2
Total comprehensive income/(expense) for the year 98.6 (164. 1 ) (65.5 ) 7 8 .1 171.0 2 4 9.1
Total comprehensive income/(expense) aributable to:
Owners of the Company 96.8 (153.0 ) (56.2 ) 76.3 172.0 248.3
Non-controlling interest (NCI) 1.8 (11. 1 ) (9.3 ) 1.8 (1 .0 ) 0.8
The accompanying notes on pages 153 to197 are an integral part of these consolidated nancial statements.
Consolidated Statement
ofComprehensive Income
For the year ended 31 December 2022
149
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Consolidated Statement
ofFinancial Position
As at 31 December 2022
(£ million)
Note 2022 2021
Assets
Non-current assets
Goodwill 16 711.1 603.6
Intangible assets 16 242.4 275.3
Property, plant and equipment 17 5.7 5.4
Right-of-use assets 28 20.7 22.4
Investments 18 88.5 82.2
Other receivables 20 42.7 –
Deferred tax assets 10 60.3 57 .7
Current assets
Inventories 19 3.3 1.9
Trade and other receivables 20 344.9 272.6
Derivatives 30 4.5 –
Cash and cash equivalents 23 80.0 84. 1
Total assets 1,604. 1 1,405.2
Liabilities
Current liabilities
Trade and other payables 21 277 .6 198.4
Deferred income 116.3 100.3
Deferred and contingent consideration 22 43.2 52.6
Lease liabilities 23 7 .3 7. 0
Current tax liabilities 10 8.6 3.6
Provisions 24 2.0 2.9
Non-current liabilities
Deferred income 1.0 0.7
Deferred and contingent consideration 22 64.9 50.3
Lease liabilities 23 19.5 18.2
External borrowings 23 301.2 158. 1
Deferred tax liabilities 10 8.6 6.5
Provisions 24 2.0 1.0
Total liabilities 852.2 599.6
Net assets 751.9 805. 6
Equity
Share capital 25 4.4 4.4
Share premium 25 153.6 153.3
Translation reserve 19 .7 (20.5 )
Other reserves 25 166.0 167 .0
Retained earnings 386.5 4 71.7
Shareholders’ equity 730.2 775.9
Non-controlling interests 14 21.7 29.7
Total equity 751.9 805.6
Total liabilities and equity 1,604. 1 1,405.2
The accompanying notes on pages 153 to 197 are an integral part of these consolidated nancial statements. The consolidated
nancial statements on pages 148 to 152 were approved by the Board of Directors on 3 April 2023 and were signed on its behalf by
Directors: Duncan Painter and Mandy Gradden.
150
Financial statements continued
(£ million)
Share
capital
Share
premium
Translation
reserve
Other
reserves
Retained
earnings
Shareholders’
equity
Non–
controlling
interests
Total
equity
At 1 January 2021 4.0 3.0 (45.7 ) 167 .0 241.6 369.9 1.3 371.2
Prot for the year – – – – 223. 1 223. 1 0. 8 223.9
Other comprehensive income – – 18.5 – – 18.5 – 18.5
Transferred to the income statement – – 6.7 – – 6.7 – 6.7
Total comprehensive income – – 25.2 – 223. 1 248.3 0.8 2 4 9.1
Issue of shares 0.4 150.3 – – – 150.7 – 150.7
Acquisition of subsidiary with non-controlling
interest – – – – – – 28.3 28.3
Foreign exchange movements – – – – – – 0. 7 0. 7
Share-based payments – – – – 8.4 8.4 – 8.4
Taxation on share-based payments – – – – (1.4 ) (1.4 ) – (1.4 )
Dividends paid to non-controlling interest – – – – – – (1.4 ) (1.4 )
At 31 December 2021 4.4 153.3 (20.5 ) 167 .0 471.7 775.9 29.7 805.6
Loss for the year – – – – (96.4 ) (96.4 ) (9 .3 ) (105.7 )
Other comprehensive income – – 40.2 – – 40.2 – 40.2
Total comprehensive income – – 40.2 – (96.4 ) (56.2 ) (9.3 ) (65.5 )
Issue of shares – 0.3 – – – 0.3 – 0.3
Share purchases – – – (3.7 ) – (3.7 ) – (3.7 )
Shares issued to employees – – – 2.7 (2.7 ) – – –
Foreign exchange movements – – – – – – 3.4 3.4
Share-based payments – – – – 16.7 16.7 – 16.7
Taxation on share-based payments – – – – (2.8 ) (2.8 ) – (2.8 )
Dividends paid to non-controlling interest – – – – – – (2. 1 ) (2. 1 )
At 31 December 2022 4.4 153.6 19 .7 166.0 386.5 730.2 21.7 751.9
The accompanying notes on pages 153 to 197 are an integral part of these consolidated nancial statements.
Consolidated Statement
ofChanges in Equity
For the year ended 31 December 2022
151
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Consolidated Statement
of Cash Flows
For the year ended 31 December 2022
(£ million)
Note 2022 2021
Cash ow from operating activities
Loss before taxation on continuing operations (116. 1 ) (39. 6 )
(Loss)/prot before taxation on discontinued operations 11 (0.9 ) 265.7
Adjustments for:
Depreciation and amortisation 16, 17, 28 60.3 54.4
Impairment of assets 16, 28 59 .9 –
Deferred and contingent consideration: revaluation and contingent
employment costs 22 31.5 35. 1
Gain on disposal of businesses 15 (6.0 ) (259.4 )
Share-based payments 8 15.9 9.1
Share of the loss of equity-accounted investees, net of tax 3.2 2.5
Net nance costs 9 18.7 10.4
Cash generated from operations before changes in working capital, provisions and deferred and
contingent consideration 66.5 78.2
Cash outows for acquisition-related contingent employment costs* 22 (19 .5 ) (39 .4 )
Changes in:
Inventories (1.2 ) 0 .1
Trade and other receivables (50.7 ) (65.7 )
Trade and other payables 58.2 65.5
Provisions 0 .1 (5.5 )
Cash generated from operations 53.4 33.2
Adjusted cash generated from operations 126. 1 84.0
Cash inows for discontinued operations (0.9 ) 12. 0
Cash outows for acquisition-related contingent employment costs* 22 (19 .5 ) (39 .4 )
Cash outows for other non-trading items (52.3 ) (23.4 )
Cash generated from operations 53.4 33.2
Tax paid (0.2 ) (3.3 )
Net cash generated from operating activities 53.2 29.9
Cash ow from investing activities
Acquisition of businesses, net of cash acquired 13 (60.8 ) (195.3 )
Deferred and contingent consideration paid* 22 (37 .9 ) (87 .6 )
Acquisition of investments 18 (4.0 ) (4 4.0 )
Proceeds from sale of equity-accounted investments 15 5.3 –
Loan to associate (30.6 ) (7 .3 )
Acquisition of soware intangibles and property, plant and equipment (35.9 ) (23.3 )
Disposal of businesses, net of cash disposed 0.6 342.4
Net cash used in investing activities (163.3 ) (15.1 )
Cash ow from nancing activities
Proceeds from external borrowings** 23 176.8 180.7
Repayment of external borrowings** (53.8 ) (329.7 )
Proceeds from issue of shares 0.3 150.7
Share repurchase (3.7 ) –
Interest and arrangement fees paid (9. 0 ) (6.4 )
Lease liabilities paid (7 .3 ) (7 .2 )
Dividends paid to non-controlling interests (2.8 ) (0.5 )
Net cash generated from/( used) in nancing activities 100.5 (12.4 )
Net (decrease)/increase in cash and cash equivalents (9.6 ) 2.4
Cash and cash equivalents at 1 January 84. 1 80.2
Eect of exchange rate changes 5.5 1.5
Cash and cash equivalents at 31 December 80.0 84. 1
* Includes payments for both deferred and contingent consideration recognised on initial acquisition as well as any subsequent remeasurements. Payments linked to ongoing
employment as well as business performance are shown within cash generated from operations
** The cashow comparatives have been represented to show cash ow movements for the RCF on a gross basis
The accompanying notes on pages 153 to 197 are an integral part of these consolidated nancial statements.
152
Financial statements continued
Notes to the Financial Statements
For the year ended 31 December 2022
153
Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
154
Financial statements continued
155
Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
2. Accounting policies continued
Income tax (continued)
156
Financial statements continued
157
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Notes to the nancial statements
continued
158
Financial statements continued
159
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Notes to the nancial statements
continued
2. Accounting policies continued
160
Financial statements continued
161
Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
3. Critical accounting judgements and estimates continued
162
Financial statements continued
163Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
4. Operating Segments (continued)
164
Financial statements continued
165
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Notes to the nancial statements
continued
166
Financial statements continued
167
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Notes to the nancial statements
continued
6. Adjusting items continued
168
Financial statements continued
169
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Notes to the nancial statements
continued
8. Share-based payments continued
170
Financial statements continued
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Notes to the nancial statements
continued
172
Financial statements continued
173
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Notes to the nancial statements
continued
10. Taxation continued
174
Financial statements continued
175Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
176
Financial statements continued
177Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
178
Financial statements continued
179
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Notes to the nancial statements
continued
16. Intangible assets and goodwill continued
180
Financial statements continued
181
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Notes to the nancial statements
continued
182
Financial statements continued
183
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Notes to the nancial statements
continued
184
Financial statements continued
185
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Notes to the nancial statements
continued
186
Financial statements continued
187Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
23. Borrowings continued
188
Financial statements continued
189Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
190
Financial statements continued
191
Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
28. Leases continued
192
Financial statements continued
193
Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
30. Financial instruments and nancial risk management continued
194
Financial statements continued
195Ascential plc Annual Report 2022
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Notes to the nancial statements
continued
30. Financial instruments and nancial risk management Financial instruments and financial risk management continued
196
Financial statements continued
197
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
(£ million)
Note 2022
Restated
(Note 5)
2021
Assets
Non-current assets
Investments 7 652.8 652.8
Deferred tax 8 0.5 0.5
Trade and other receivables 8 93.5 147.5
746.8 800.8
Current assets
Trade and other receivables 8 0.5 0.2
0.5 0.2
Liabilities
Current liabilities
Trade and other payables 9 2.0 2.8
2.0 2.8
Non-current liabilities
Trade and other payables 10 – 55.8
– 55.8
Net assets 745.3 742.4
Equity
Called-up share capital 11 4.4 4.4
Share premium 11 153.6 153.3
Group restructure reserve 11 157.9 157.9
Reserves 11 429.4 426.8
Total equity 745.3 742.4
The Company has taken advantage of the exemption oered by Section 408 of the Companies Act 2006 not to present its income
statement. The loss for the year ended 31 December 2022 was £9.8m (2021 as restated: loss of £0.2million).
The accompanying notes on pages 200 to 204 are an integral part of these nancial statements. The nancial statements on pages
198 to 199 were approved by the Board of Directors on 3 April 2023 and were signed on its behalf by Directors: Duncan Painter and
Mandy Gradden.
Parent Company
Balance Sheet
As at 31 December 2022
198
Financial statements continued
Reserves
(£ million)
Share capital Share premium
Group restructure
reserve Own shares*
Retained
earnings Total equity
At 1 January 2021 4.0 3.0 157.9 (0.1) 419.1 583.9
Loss for the year (restated – see Note
5) – – – – (0.2) (0.2)
Issue of new shares 0.4 150.3 – – – 150.7
Share-based payments – – – – 8.4 8.4
Taxation on share-based payments – – – – (0.4) (0.4)
At 31 December 2021 (restated – see
Note 5) 4.4 153.3 157.9 (0.1) 426.9 742.4
Loss for the year – – – – (9.8) (9.8)
Issue of new shares – 0.3 – – – 0.3
Share purchases – – – (3.7) – (3.7)
Shares issued to employees – – – 2.7 (2.7) –
Share-based payments – – – – 16.7 16.7
Taxation of share-based payments – – – – (0.6) (0.6)
At 31 December 2022 4.4 153.6 157.9 (1.1) 430.5 745.3
*The balance in Own shares reserve at 31 December 2021 was previously included within the Retained earnings balance.
The accompanying notes on pages 200 to 204 are an integral part of these nancial statements.
Parent Company Statement
ofChanges in Equity
For the year ended 31 December 2022
199
Ascential plc Annual Report 2022
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1. Corporate information
Ascential plc (the “Company”) is a company incorporated in the United Kingdom under the Companies Act 2006 and listed on the
London Stock Exchange. The registered oce is located at 33 Kingsway, London, WC2B 6UF. The registered company number is
09934451. Ascential plc is the parent Company of the Ascential Group (the “Group”) and its principal activity is to act as the ultimate
holding company of the Group.
2. Company accounting policies
Basis of accounting
The Company meets the denition of a qualifying entity under Financial Reporting Standard 100 (“FRS 100”) issued by the Financial
Reporting Council. The nancial statements have therefore been prepared in accordance with Financial Reporting Standard 102 (“FRS
102”), the Financial Reporting Standard applicable in the UK and Republic of Ireland as issued by the Financial Reporting Council.
As permied by FRS 102, the Company has taken advantage of the disclosure exemptions for the presentation of a statement of cash
ows; disclosure of key management personnel compensation; disclosure of related party transactions between wholly-owned
subsidiaries and parents within a group; disclosures required under IFRS 2 “Share-Based Payments” in respect of Group seled
share-based payments; disclosures required by IFRS 7 “Financial Instruments: Disclosures”; certain disclosures required under IFRS 13
“Fair Value Measurement”; and disclosure of information in relation to new standards not yet applied.
The nancial statements are presented in pounds sterling being the Company’s functional currency and have been prepared on a
historical cost and going concern basis.
Going Concern
A principal objective of the Group (of which the “Company” is the holding company), is to manage cash and debt to safeguard the
Group’s ability to continue as a going concern for the foreseeable future and for at least the next 12 months from the date of
approving these nancial statements. The Group retains sucient resources to remain in compliance with the nancial covenants of its
bank facilities. The Directors have also assessed the Group’s prospects and viability over a three-year period. The Directors therefore
consider it appropriate to adopt the going concern basis in preparing the nancial statements. Refer to Note 2 of the consolidated
nancial statements.
3. Income statement
Fees paid to the auditor during the year for the audit of the Company accounts were £23,100 (2021: £22,000). Fees paid by the
Company to the auditor for other services was £nil (2021: £nil).
4. Principal accounting policies
Investments in subsidiaries
Subsidiaries are entities that are directly or indirectly controlled by the Company. Control exists where the Company has the power to
govern the nancial and operating policies of the entity so as to obtain benets from its activities. The investment in the Company’s
subsidiaries is recorded at cost less provisions for impairment. Carrying values are reviewed for impairment either annually, or more
frequently if events or changes in circumstances indicate a possible decline in carrying values. The Company uses forecast cash ow
information and estimates of future growth to assess whether investments are impaired. If the results of operations in a future period
are adverse to the estimates used for impairment testing, an impairment may be triggered at that point.
Income tax
Tax on the prot or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent
that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or
other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Notes to the Company
Financial Statements
For the year ended 31 December 2022
200
Financial statements continued
Deferred tax is provided on timing dierences which arise from the inclusion of income and expenses in tax assessments in periods
dierent from those in which they are recognised in the nancial statements. Timing dierences are not provided for dierences
relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable future and the
reporting entity is able to control the reversal of the timing dierence. Deferred tax is not recognised on permanent dierences arising
because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances
are greater or smaller than the corresponding income or expense.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related dierence, using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered
against the reversal of deferred tax liabilities or other future taxable prots.
Share-based payments
Certain employees of the Company receive part of their remuneration in the form of share-based payment transactions, whereby
employees render services in exchange for shares or rights over shares. The cost of equity-seled transactions with employees is
measured at fair value at the date at which they are granted. The fair value of share awards with market-related vesting conditions is
determined by an external consultant and the fair value at the grant date is expensed on a straight-line basis over the vesting period
based on the Company’s estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at
each balance sheet reporting date up to the vesting date, at which point the estimate is adjusted to reect the actual outcome of awards
which have vested. No adjustment is made to the fair value aer the vesting date even if the awards are forfeited or not exercised.
Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises an increase in the cost of
investment in its subsidiaries equivalent to the equity-seled share-based payment charge recognised in the subsidiary’s nancial
statements with the corresponding credit being recognised directly in equity. In cases where a subsidiary is recharged for the share-
based payment expense, no such increase in investment is recognised.
Shares held by the Employee Benet Trust (“EBT”)
The EBT provides for the issue of shares to Group employees under share incentive schemes. The Company has control of the EBT and
accounts for the EBT as an extension to the Company in the nancial statements. Accordingly, shares in the Company held by the EBT
are included in the balance sheet at cost as a deduction from equity.
5. Prior year adjustment
During 2022, the Company identied two intercompany transactions in the year ended 31 December 2021 that have required prior
period adjustments to be made. The rst relates to Ascential plc’s purchase of one £1 ordinary share in Ascential Financing Limited for
consideration of £200m in selement of an intercompany loan balance. No accounting entries were made in the 2021 nancial
statements for this transaction in the Company’s accounts. That resulted in an understatement of the investments balance and
overstatement of the trade and other receivables balance as at 31 December 2021. This had no impact on the consolidated Group
nancial statements.
The second relates to the translation of certain intercompany balances held in foreign currencies. Due to the application of an
incorrect exchange rate, loss for the year was overstated by £5.6m including the impact of tax. The correcting amounts and the impact
on each of the nancial statement line items are summarised below. This had no impact on the Consolidated Group nancial
statements.
As stated Adjustment As restated
Non-current assets
Investments 452.8 200.0 652.8
Trade and other receivables 341.9 (194.4) 147.5
794.7 5.6 800.3
Statement of changes in equity
(Loss) for the year (5.8) 5.6 (0.2)
201Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
6. Directors’ emoluments
During the years ended 31 December 2022 and 31 December 2021,
the Company had one employee other than the Directors. Full
details of the Directors’ remuneration and interests are set out in
the Directors’ Remuneration Report on pages 116 to 132.
7. Investments
(£ million)
2022
Restated
(Note 5)
2021
At 1 January
652.8 452.8
Additions
– 200.0
At 31 December 652.8 652.8
In 2021 the Company subscribed for one £1 ordinary share in
Ascential Financing Limited for consideration of £200m in
selement of an intercompany loan balance.
The Company’s subsidiaries, joint ventures and associates are
listed below. Unless otherwise stated, all other subsidiaries are
indirectly and wholly owned. Flywheel Digital Holdings Limited
and Ascential Financing Limited are directly and wholly owned by
Ascential plc.
Name Key
United Kingdom
Ascential Events (Europe) Limited UK1
Ascential Financing Limited UK1
Ascential Group Limited UK1
Ascential Information Services Limited UK1
Ascential Operations Limited UK1
Ascential Radio Financing Limited UK1
Ascential UK Holdings Limited UK1
CLR Code Limited UK1
Digital Commerce Holdings Ltd UK1
Edge by Ascential Limited UK1
Flywheel Digital Limited UK1
Perpetua Labs Limited UK1
Rembrandt Technology Limited UK1
Siberia Europe Limited UK1
Spotlight an Ascential Company Limited UK1
WGSN Group Limited UK1
WGSN Limited UK1
Worth Global Style Network Ltd UK1
Brazil
Ascential Serviços de Informação Ltda BR1
Era Serviços de Inteligência em Soware Ltda BR2
Sistema Use Fashion Comércio de Informações Ltda BR3
Canada
Perpetua Labs Ltd CN1
Cayman Islands
Flywheel Digital Holdings Limited CI1
China
Ascential Data Services (Shanghai) Company Limited CH1
Clavis Information Technology (Shanghai) Limited CH2
Hangzhou Duozhun Data Technology Co. Limited (67% owned) CH3
Hangzhou Yincang Danmu Data Technology Co. Limited CH4
Shenzhen Yimian Network Technology Co. Limited CH5
Shenzhen 4KMiles Technologies, Limited. CH6
Guangzhou 4KMiles Data Technologies, Limited. CH7
Hangzhou Qianli Chuanyin Data Technology Co. Limited. CH8
Stylesight Information Technology (Shanghai) Company Limited CH9
CTIC WGSN China Limited (51% owned) CH10
Shanghai Coloro Technology Co., Limited (27% owned) CH11
France
Ascential Events France SAS FR1
Germany
Sellics Marketplace Analytics GmbH GE1
WGSN GmbH GE2
Hong Kong
Flywheel Digital Limited (99% owned) HK1
Intrepid E-commerce Hong Kong Limited HK2
HongKong 4KMiles Technology Limited HK1
HongKong 4K Miles Information Technology Limited HK1
Stylesight Limited HK1
India
Top Right Group India Knowledge Services Private Limited
1
IN1
Indonesia
PT Intrepid Ecommerce Services IO1
Ireland
Clavis Technology Limited IR1
Japan
Ascential Japan Kabushiki-Kaisha JP1
Jersey
Ascential Jersey Financing Limited JE1
Malaysia
Intrepid Malaysia SDN. BHD. MY1
Philippines
Intrepid Philippines Inc. PH1
Singapore
Ascential (Singapore) Pte. Limited SG1
Datamart Solutions Pte. Ltd. SG2
Intrepid Digital Commerce Pte. Ltd. SG2
Intrepid E-Commerce Services Pte. Ltd. SG2
Asian Advertising Festival (Spikes Asia) Pte Limited (50%owned) SG3
South Africa
WGSN (Pty) Limited SA1
Spain
WGSN Intelligence España SL SP1
Thailand
Intrepid Ecommerce Services (Thailand) Co., Ltd. TH1
Intrepid Trading (Thailand) Co., Ltd. (49% owned) TH1
Turkey
WGSN Group Trend Forecasting Moda Danişmanlik Hizmetleri
Limited Şirketi
TR1
United States
Ascential Inc. US1
CLR Code LLC US1
Edge by Ascential, LLC US1
Flywheel Digital LLC (Maryland) US2
Flywheel Digital LLC (Washington) US3
Notes to the Company Financial Statements
continued
202
Financial statements continued
HMX Merger Sub, Inc. US1
Perpetua Labs, Inc. US1
OneSpace Inc. US1
Spotlight Digital Commerce LLC US1
WhyteSpyder LLC US4
4KMiles Tec Limited US3
Hudson MX, Inc. (8% owned) US1
ASR Group Holdings LLC (51% owned) US1
Hyperdrive LLC (51% owned) US5
Pet Gear LLC (51% owned) US6
We Love Best LLC (51% owned) US6
Recon Commerce LLC (51% owned) US7
HBW Commerce LLC (51% owned) US6
Market Bound LLC (51% owned) US8
Fascam LLC (51% owned) US9
Vietnam
Datamart Viet Nam Company Limited VT1
Intrepid Vietnam Company Limited VT2
Key Address
UK1 33 Kingsway, London, WC2B 6UF, United Kingdom
US1 251 Lile Falls Drive, Wilmington, New Castle, Delaware, 19808,
United States
US2 7 St. Paul Street, Suite 820, Baltimore, Maryland, 21202, United States
US3 300 Deschutes Way SW, Suite 304, Tumwater, Washington,
98501, United States
US4 300 Spring Building, Suite 900, 300 S. Spring Street, Lile Rock,
Arkansas, 72201, United States
US5 55614 Cardinal Drive, South Bend, Indiana, 46619, United States
US6 6605 Longshore Street, Suite 240 #107, Deblin, Ohio, 43017,
United States
US7 7877 MeadowHaven BLVD. Columbus, Ohio, 43235, United States
US8 15 West South Temple, Suite 600 Salt Lake City, Utah, 84101,
United States
US9 1221 College Park Drive Ste 116, Dover, Delaware, 19904, United States
BR1 Rua Tabapuã 841, Conjunto 15, 1º Andar, São Paulo, 04533-013, Brazil
BR2 Alameda Jaú, 1754 – 10º andar – Jardim Paulista, São Paulo – SP, Brazil
BR3 Av. Unisomos, no. 950, Condomínio Padre Rick – 410, São João Batista,
City of São Leopoldo, State of Rio Grande do Sul, 93022-970, Brazil
CN1 Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box
49314, Vancouver, V7X 1L3, Canada
CI1 Walkers Corporate Limited, 10 Elgin Avenue, George Town,
Grand Cayman KY1-9001, Cayman Islands
CH1 Unit 3106/3107, No.968, West Beijing Road, Jing'an District,
Shanghai, People's Republic of China
CH2 Unit 3105/3108, No.968, West Beijing Road, Jing'an District,
Shanghai, People's Republic of China
CH3 Building 9, 998 Wenyi West Road, Wuchang Avenue, Yuhang
District, Hangzhou, Zhejiang, People’s Republic of China
CH4 Unit 547, Building 6, 16 Zhuantang Science and Technology
Economic Zone, Xihu District, Hangzhou, Zhejiang, People’s
Republic of China
CH5 Unit 4701, China Energy Storage Building, 3099 KeYuan South
Road, Nanshan District, Shenzhen, Guangdong, People's
Republic of China
CH6 Room 2005H, Tower B, Zhongshen Park, 2010 Caitian Road, Fushan
Community, Futian District, Shenzhen, People's Republic of China
CH7 Room 302, Building 4, 6 Bohui Street, Tianhe District,
Guangzhou, People's Republic of China
CH8 Room 1102, Floor 11, Hui He Xi Fu Hui Building 3, Jianggan
District, Hangzhou, People's Republic of China
CH9 Room 617, 28 Tan Jia Du Road, Putuo District, Shanghai,People's
Republic of China
CH10 Unit 502, Floor 5, Building 4, No.300, Dingyuan Road, Songjiang
District, Shanghai, People's Republic of China
CH11 Floor 2-4, Building 4, No. 300, Dingyuan Road, Songjian District,
Shanghai, People’s Republic of China
FR1 43-47 avenue de la Grande Armée, 75116 Paris, France
GE1 Linienstrasse 214, 10119, Berlin, Germany
GE2 Venloer Strasse 310-316, 50823 Cologne, Germany
HK1 23rd Floor, Lee Garden Six, 111 Leighton Road, Causeway Bay,
Hong Kong
HK2 RM 302, 3/F Malaysia Bldg, 47-50 Gloucester Rd, Hong Kong
IN1 Options Primo, Unit No. 501/502, 5 Floor, Vijay Nagar Flyover
Bridge Cross Road, No. 21 MIDC, Andheri (E) Mumbai-400093,
Maharashtra, India
I01 COHIVE 101, 5th Floor, Mega Kuningan Area, Jalan Mega
Kuningan Barat Block E4-7, number 1, Kuningan Timur, Setiabudi,
South Jakarta City 12950, DKI Jakarta Province, Indonesia
IR1 9th oor, O'Connell Bridge House, D'Olier Street, Dublin 2, Ireland
JP1 Kamiyacho Trust Tower 22nd oor, 4-1-1 Toranomon, Minato-ku,
Tokyo Postal Code 105-6923, Japan
JE1 44 Esplanade, St Helier, Jersey, JE4 9WG, Channel Islands
MY1 Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3
Bangsar South, No 8 Jalan Kerinchi, Kuala Lumpur, Wilayah
Persekutuan, 59200, Malaysia
PH1 Unit 2803, 28th Floor, Trade and Financial Tower, 7th Avenue
corner 32nd Street, Bonifacio Global City, Taguig, 1630, Philippines
SG1 133 New Bridge Road, Chinatown Point #08-03, 059413, Singapore
SG2 80 Robinson Road, #02-00, 068898, Singapore
SG3 182 Cecil Street, Level 17 Frasers Tower, 069547, Singapore
SA1 Workshop17, 32 Kloof Street Gardens, Cape Town 8000, South Africa
SP1 C/ San Elías 29-35, 5º, 08006 Barcelona, Spain
TH1 518/5 Floor No. 11, Maneeya Center Tower, Phloen Chit Road,
Lumpini Sub-District, Phatumwan District, Bangkok, Thailand
TR1 Cevdetpasa Caddesi, No. 31/7 Bebek, 34342 Istanbul, Turkey
VT1 Floor 5, B&L Building, 119-121 Ung Van Khiem, Ward 25, Binh
Thanh District, Ho Chi Minh City, Vietnam
VT2 Floor 11, No. 87A Ham Nghi Street, Nguyen Thai Bing Ward,
District 1, Ho Chi Minh City, Vietnam
For the year ended 31 December 2022, the below companies were
exempt from the requirement for audit of individual nancial
statements in accordance with section 479A of the Companies
Act 2006. Ascential plc has indirect holdings in these subsidiary
undertakings, with the exception of Ascential Financing Limited
which is directly owned:
— WGSN Group Limited, registration number 8256689
— Rembrandt Technology Limited, registration number 11120186
— Ascential UK Holdings Limited, registration number 537204
— Ascential Financing Limited, registration number 9938180
— Siberia Europe Limited, registration number 9076366
— Ascential Operations Limited, registration number 08255890
203
Ascential plc Annual Report 2022
Strategic report Governance report Financial statements
8. Trade and other receivables
(£ million)
2022
Restated
(Note 5)
2021
Debtors – due within one year
Prepayments 0.5 0.2
0.5 0.2
Debtors – due aer more than one year
Deferred tax asset 0.5 0.5
Amounts due from Group undertakings 93.5 147.5
94.0 148.0
Tota l 94.5 148.2
Amounts due from Group undertakings are repayable on
demand but the directors do not have the intention of recalling
them and intend that these will be seled aer a year.
Consequently, based on intention, these have been classied as
non-current.
Amounts due from Group undertakings accrue interest at various
rates, are unsecured and are repayable on demand. There are no
material expected credit loss provisions.
Deferred tax asset
(£ million)
2022 2021
At 1 January 0.5 0.8
Deferred tax credit in equity (0.6) 0.1
Deferred tax credit in income statement
for the year 0.6 (0.4)
At 31 December 0.5 0.5
The Directors consider that it is more likely than not that there will
be sucient taxable prots in the Group in the future such as to
realise the deferred tax asset of the Company and therefore the
asset has been recognised in these nancial statements.
In June 2021, it was announced that from 1 April 2023, there would
be an increase in the rate of UK corporation tax from 19% to
25%. Deferred tax as at 31 December 2022 has been calculated at
the 25% rate.
9. Trade and other payables – due within one year
(£ million)
2022 2021
Amounts due to Group undertakings – 0.1
Trade payables 0.3 –
Accruals 0.8 0.7
Other taxation and social security 0.9 2.0
Total 2.0 2.8
Amounts due to Group undertakings are interest free, unsecured
and repayable on demand.
10. Trade and other payables – due aer more than
oneyear
(£ million)
2022 2021
Amounts due to Group undertakings – 55.8
Tota l – 55.8
Amounts due to Group undertakings accrue interest at the
relevant IBOR or Risk Free Rate plus 1.25%, are unsecured and
repayable on 31 July 2024.
11. Share capital and reserves
Refer to Note 25 of the consolidated Group nancial statements.
12. Related party transactions
The Company has taken advantage of the exemption under FRS
102 and therefore has not disclosed related party transactions
with wholly owned subsidiaries. The Company has no other
related party transactions other than the compensation of key
management personnel, set out in Note 27 of the consolidated
Group nancial statements.
13. Commitments and contingencies
The Company is a guarantor to the facility described in Note 23
of the consolidated Group nancial statements.
During the year the Company was a member of the Group cash
pooling arrangement. This allows the Group to combine the
liquidity of companies within the Group in order to distribute such
cash centrally as required.
The Company is registered with H.M. Revenue & Customs as a
member of the Ascential Group Limited group for Value Added
Tax and Pay As You Earn purposes and is therefore jointly and
severally liable on a continuing basis for amounts owing by other
members of the Group in respect of their value added tax, income
tax and national insurance contributions liabilities.
14. Events aer the reporting date
Refer to Note 31 of the consolidated Group nancial statements.
There were no other reportable events aer 31 December 2022.
Notes to the Company Financial Statements
continued
204
Financial statements continued
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